SEA HARVEST GROUP LIMITED (formerly Sea Harvest Holdings Proprietary Limited) (Incorporated in the Republic of South Africa) (Registration number 2008/001066/06) Share code: SHG ISIN: ZAE000240198 (the “Company”)

PRE-LISTING STATEMENT

The definitions and interpretations commencing on page 14 of this Pre-listing Statement apply in this section and throughout this Pre-listing Statement. This Pre-listing Statement relates to a private placement by way of an offer for subscription by the Company of up to 91 666 667 Offer Shares (placed within the Offer Price Range), provided that the Company may increase the number of Offer Shares (placed within the Offer Price Range) if so determined by the Directors. The Offer Shares comprise up to 91 666 667 new Offer Shares. This Pre-listing Statement is not an invitation to the general public to subscribe for or purchase the Offer Shares, but is issued in compliance with the Listings Requirements for information purposes. It is currently estimated that the price at which the Offer Shares will be offered for subscription pursuant to this Pre-listing Statement will be between R12.00 and R14.50 per Offer Share. However, the Offer Price may be outside the Offer Price Range. If the Offer Price is below the Offer Price Range for any reason, or if the Directors in their discretion determine that it would not be advisable to proceed with the Offer, the Company shall not be obliged to proceed with the Offer, but reserves the right to do so. There is no minimum capital requirement to be realised by the Offer. The minimum subscription that must be realised by the Company is that which enables it to ensure that the Company has, once the Offer is completed, such number and composition of shareholders as will enable it to meet the minimum free-float and shareholder spread requirements, as prescribed by the Listings Requirements and acceptable to the JSE. The Offer Shares will be issued in dematerialised form only and, accordingly, no physical Documents of Title will be issued or delivered to successful applicants. The Offer Shares will rank pari passu with all other Ordinary Shares in issue. The JSE has granted the Company a Listing in respect of up to 236 696 240 Ordinary Shares in the “Farming, Fishing and Plantation” sector of the Main Board of the JSE under the abbreviated name “SeaHarvst”, symbol “SHG” and ISIN: ZAE000240198, subject to the fulfilment of the conditions precedent set out in paragraph 35.1 of section 5 of this Pre-listing Statement. The Listing is expected to be effective from the commencement of business on Thursday, 23 March 2017.

Financial Advisor, Bookrunner and Legal Counsel to Transaction Sponsor Legal Advisor the Company

Independent Reporting Accountants Legal Counsel to the Financial Advisor, Bookrunner and Auditors and Transaction Sponsor

Date of issue: Monday, 6 March 2017 CORPORATE INFORMATION AND ADVISORS

Company Secretary and Registered Office Legal Counsel to the Company Nana Aston Cliffe Dekker Hofmeyr Incorporated 1st Floor, Block C, The Boulevard Office Park 11 Buitengracht Street Searle Street Cape Town, 8001 Woodstock South Africa Cape Town, 7925 (PO Box 695, Cape Town, 8000) South Africa (PO Box 761, Cape Town, 8000)

Financial Advisor, Bookrunner and Independent Reporting Accountants and Transaction Sponsor Auditors The Standard Bank of South Africa Limited Deloitte & Touche 3rd Floor, East Wing 1st Floor, The Square, Cape Quarter 30 Baker Street 27 Somerset Road Rosebank, 2196 Green Point, 8005 South Africa South Africa (PO Box 61344, Marshalltown, 2107) (PO Box 578, Cape Town, 8000)

Legal Advisor to the Company Transfer Secretaries Webber Wentzel Computershare Investor Services 15th Floor, Convention Tower Proprietary Limited Heerengracht, Foreshore Rosebank Towers Cape Town, 8001 15 Biermann Avenue South Africa Rosebank, 2196 (PO Box 3667, Cape Town, 8000) South Africa (PO Box 61051, Marshalltown, 2107) Legal Counsel to the Financial Advisor, Bookrunner and Transaction Sponsor JSE sponsor Allen & Overy (South Africa) LLP The Standard Bank of South Africa Limited 6th Floor 3rd Floor, East Wing 90 Grayston Drive 30 Baker Street Sandton, 2196 Rosebank, 2196 South Africa South Africa (PO Box 61344, Marshalltown, 2107)

Date of incorporation Place of incorporation 18 January 2008 South Africa As at the date of Listing, the Company’s authorised and issued shares will comprise: R’000 Share capital Authorised 10 000 000 000 Ordinary Shares of no par value – Issued 236 696 240 Ordinary Shares of no par value – Stated capital 1 132 006

The Company intends to use a portion of the net proceeds received pursuant to the Offer to settle the Third Party Debt, settle the Preference Share Redemption Loan, repay the Shareholder Loan, repay the Management Loans and settle the Staff Trust Repurchase Consideration as further described in paragraph 39 of section 5 of this Pre-listing Statement. The salient dates and times applicable to the Offer are as follows: Opening date of the Offer released on SENS: 09:00 on Monday, 6 March 2017 Expected last date for indications of interest for purposes of the bookbuild: 12:00 on Thursday, 16 March 2017 Expected Closing Date of the Offer: 12:00 on Thursday, 16 March 2017 Expected publication date of the final Offer Price and final number of Offer Shares released on SENS: Friday, 17 March 2017 Expected Listing Date: 09:00 on Thursday, 23 March 2017 Results of the private placement released on SENS: Thursday, 23 March 2017 All times referred to in this Pre-listing Statement are local times in South Africa (SAST or GMT+2) and are subject to amendment.

The Offer is not an offer to the public as contemplated in the Companies Act and, accordingly, no prospectus will be issued or registered in respect of the Offer. The Offer will only be made to Offerees, who, subject to certain conditions, comprise selected institutional investors in South Africa (within the ambit of section 96(1)(a) of the Companies Act), and to persons in South Africa who subscribe for Offer Shares at a minimum aggregate subscription price of R1 000 000 per single addressee acting as principal (as envisaged in section 96(1)(b) of the Companies Act), and in each case to whom the Offer is specifically addressed. The subscription for Offer Shares involves risks. Investors are referred to the section entitled “Risk Factors” in section 4 of this Pre-listing Statement. The Offer is not being made, and the Offer Shares are not being offered, in any jurisdiction other than South Africa. See the section entitled “Important Legal Notices” on page 2 of this Pre-listing Statement for more information. The Directors, whose names are set out in paragraph 23.1 of section 3 of this Pre-listing Statement, collectively and individually, accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief, there are no facts that have been omitted that would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this Pre- listing Statement contains all information required by law and the Listings Requirements. The Independent Reporting Accountants, whose reports are contained in this Pre-listing Statement, have given, and have not withdrawn, prior to the date of this Pre-listing Statement, their written consent to the inclusion of their reports in the form and context in which they appear. Each of the Company’s advisers, whose name appears on the cover page and in the “Corporate Information and Advisors” section of this Pre-listing Statement, has consented in writing to act in the capacities stated and to its name appearing in this Pre-listing Statement, and has not withdrawn its consent prior to the publication of this Pre-listing Statement. This Pre-listing Statement is only available in English and copies may be obtained from 09:00 on Monday, 6 March 2017 until 16:00 on Thursday, 23 March 2017 from the Company and Standard Bank at their respective physical addresses which appear in the “Corporate Information and Advisors” section of this Pre-listing Statement and on the Company’s website, www.seaharvest.co.za. An abridged version of this Pre-listing Statement will be published on SENS on Monday, 6 March 2017 and in the press on Tuesday, 7 March 2017.

1 IMPORTANT LEGAL NOTICES

The definitions and interpretations commencing on page 14 of this Pre-listing Statement apply in this section and throughout this Pre-listing Statement.

SPECIAL NOTE WITH REGARD TO THE OFFER Notwithstanding that this document constitutes a pre-listing statement, it is not an offer to the public and relates to an offer for subscription to the Offerees to whom the Offer will specifically be addressed, and is only addressed to persons to whom the Offer may lawfully be made. In addition, this document is not a prospectus and will not be registered as a prospectus or registered at all with the Commission or with any regulator in any other jurisdiction. This Pre-listing Statement has been issued in connection with the Offer in South Africa only and is addressed only to Offerees to whom the Offer may be lawfully made. No one has taken any action that would permit an offering of Offer Shares to occur outside South Africa. The Offer will only be made to Offerees, who, subject to certain conditions, comprise selected institutional investors in South Africa (within the ambit of section 96(1)(a) of the Companies Act), and to selected persons in South Africa who subscribe for Offer Shares at a minimum aggregate subscription price of R1 000 000 per single addressee acting as principal (as envisaged in section 96(1)(b) of the Companies Act), and in each case to whom the Offer is specifically addressed. The distribution of this Pre-listing Statement and the making of the Offer may be restricted by law. Persons into whose possession this Pre-listing Statement comes must inform themselves about and observe any and all such restrictions. This Pre-listing Statement does not constitute an offer of or invitation to subscribe for any Offer Shares in any jurisdiction in which the offer would be unlawful. The release, publication or distribution of this Pre-listing Statement in certain jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. It is the responsibility of any non-resident who may come into possession of this Pre-listing Statement to satisfy himself or herself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with this Pre-listing Statement. Prospective investors should not treat the contents of this Pre-listing Statement as advice relating to legal, taxation, investment or any other matters and should consult their own professional advisers concerning the consequences of their acquiring, holding or disposing of Offer Shares. Prospective investors should inform themselves as to: • the legal requirements within their own countries for the purchase, holding, transfer or disposal of Offer Shares; • any foreign exchange restrictions applicable to the purchase, holding, transfer or disposal of Offer Shares which they might encounter; and • the income and other tax consequences which may apply to them as a result of the purchase, holding, transfer or disposal of Offer Shares. Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, and not those of the Company, as to legal, tax, investment or any other related matters concerning the Company or the Group and an investment therein. The information contained in this Pre-listing Statement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, No 37 of 2002 and should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction in respect of the Offer Shares is appropriate to the particular investment objectives, financial situations or needs of a prospective investor.

FORWARD-LOOKING STATEMENTS This Pre-listing Statement contains statements about the Company and the Group that are or may be forward- looking statements. All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook

2 for the food industry; cash costs; operating results; growth prospects and outlook for operations (including fishing rights), individually or in the aggregate; statements concerning the Group’s expected future regulatory environment; liquidity, capital resources and expenditure; and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, estimates of capital expenditures, acquisition strategy, or future capital expenditure levels, and other economic factors, such as, amongst other things, interest and exchange rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which the Company operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Pre-listing Statement. All these forward-looking statements are based on estimates and assumptions, all of which estimates and assumptions, although the Company may believe them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Many factors (including factors not yet known to the Company, or not currently considered material), could cause the actual results or matters, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those estimates, statements or assumptions. Prospective investors should keep in mind that any forward-looking statement made in this Pre-listing Statement or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of the Company or other matters to which such forward-looking statements relate, not to develop as expected, may emerge from time to time, and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results or matters to differ materially from those contained in any forward-looking statement are not known. The Company has no duty, and does not intend, to update or revise the forward-looking statements contained in this Pre-listing Statement after the date of this Pre-listing Statement, except as may be required by law.

PRESENTATION OF FINANCIAL INFORMATION The Company presents its financial statements in South African Rand. The Company’s financial year ends in December and Mareterram’s financial year ends in June. The audited annual financial statements of the Company contained in this Pre-listing Statement have been prepared in accordance with IFRS. The pro forma statements of comprehensive income and of financial position as at 31 December 2016 (refer to Annexure 3) were prepared to show the impact of the Offer as if it had occurred on 1 January 2016, for the purposes of the pro forma statement of comprehensive income, and on 31 December 2016, for purposes of the pro forma statement of financial position.

3 TABLE OF CONTENTS

Page Corporate information and advisers Inside front cover Important legal notices 2 Summary 7 Summary of the offer 11 Important dates and times 13 Definitions and interpretations 14 Glossary 22 Pre-listing Statement Section 1: Information on the Sea Harvest Group 23 1. Introduction 23 2. Key strengths 24 3. Group history 27 4. Group structure 28 5. Industry overview 29 6. Products and markets 34 7. Operations 43 8. Broad-Based Black Economic Empowerment 46 9. Key investment highlights 49 10. Growth 51 11. Investment criteria 54 Section 2: Management’s Discussion and Analysis of Financial Conditions and Results of Operations 12. Overview 55 13. Acquisitions/disposals 56 14. Seasonality of results 56 15. Financial performance 56 16. Segmental performance 63 17. Statement of cash flows and free cash flow conversion 64 18. Capital management and commitments 65 19. Material financial instruments 66 20. Off-balance sheet arrangements 66 21. Contingent liabilities 67 22. Dividend policy 67

Section 3: Management and Corporate Governance 23. Directors and management 68 24. Qualification, remuneration, borrowing powers and appointment of directors 79 25. Interests of Directors 80 26. Corporate governance 81

Section 4: Risk Factors 27. Business specific risks 85 28. Systemic risks 88 29. Risks related to the Offer 90 30. Risks related to South Africa and investing in South Africa 91 31. Risks related to Australia and Mareterram 92

4 Page Section 5: Particulars of the Offer 32. Purpose of the Offer and Listing 97 33. The Offer 97 34. Time and date of opening and closing the Offer 98 35. Conditions precedent to the Offer and Listing 98 36. Offer in South Africa only 98 37. Offer Price 99 38. Terms, conditions and procedures for acceptance 99 39. Use of proceeds 101 40. South African Exchange Control Regulations 101 41. Applicable law 101 42. Strate and trading of shares on the JSE 101 43. Listing of the Offer Shares on the JSE 102 44. Placement Agreement 102 45. Lock-up Arrangements 102 46. Bookrunner 103 47. Minimum subscription 103 48. Statements and reports relating to the Offer 103 49. Additional financial information 104

Section 6: Additional Information 50. Name, address and incorporation 105 51. Shares of the Company 105 52. Major shareholders of Sea Harvest 109 53. Material lease payments, commitments and contingent liabilities 109 54. Material contracts 109 55. Material changes 109 56. Material loans, loan capital and inter-company balances 109 57. Principal immovable property owned or leased 110 58. Material acquisitions 110 59. Property acquired or to be acquired 110 60. Property disposed of or to be disposed of 110 61. Commissions paid or payable in respect of underwriting 110 62. Interests of Directors or promoters 110 63. Shares issued or to be issued otherwise than for cash 111 64. Amounts paid or payable to promoters 111 65. Listing on the JSE 111 66. Related party transactions 111 67. Litigation 111 68. Vendors 111 69. Directors’ responsibility statement 112 70. Estimated expenses of the Offer and Listing 112 71. Consents 113 72. Documents available for inspection 113

Section 7: Taxation 73. South African taxation 114

Section 8: South African Exchange Control 74. General 117 75. Emigrants from the Common Monetary Area 117

5 Page Annexure 1 Audited Consolidated Historical Financial Information of the Group 118

Annexure 2 Independent Reporting Accountants’ Report on the Historical Financial Information of the Group 182

Annexure 3 Pro Forma Statement of Financial Position and Statement of Comprehensive Income 184

Annexure 4 Independent Reporting Accountants’ Assurance Report on the Pro Forma Financial Information of the Group 191

Annexure 5 Normalised Pro Forma Statement of Financial Position and Statement of Comprehensive Income 193

Annexure 6 Independent Reporting Accountants’ Assurance Report on the Normalised Pro Forma Financial Information of the Group 197

Annexure 7 Details of Subsidiaries and their Directors 199

Annexure 8 Summaries of extracts from the Company’s MOI and the MOI’s of the Company’s subsidiaries 201

Annexure 9 Details of Immovable Property owned or leased by the Group 217

Annexure 10 Third Party, Intra-Group, Director and Employee Loans and Borrowings 219

Annexure 11 Material Acquisitions and Disposals 224

Annexure 12 Other Directorships 225

Annexure 13 Issues and Repurchases of Shares 229

Annexure 14 Material Contracts 232

Annexure 15 Salient Features of the Forfeitable Share Plan 239

6 SUMMARY

The definitions and interpretations commencing on page 14 of this Pre-listing Statement apply in this section and throughout this Pre-listing Statement. This summary highlights information from this Pre-listing Statement. It is not complete and does not contain all of the information that readers of this Pre-listing Statement should consider before investing in the Ordinary Shares. Investors should read this Pre-listing Statement carefully in its entirety, including the “Risk Factors” section, the financial statements provided and the notes to those financial statements. The Sea Harvest Group is a 53-year old black-owned and black controlled vertically integrated fishing and branded FMCG business with a proven operating model in a sector with high barriers to entry. The Group markets wild caught seafood of premium species, of which there is a limited supply, to a growing population seeking healthy, low fat, high protein products in their diets and which has a desire for wellness. This results in premium pricing locally and internationally. The Sea Harvest Group has long standing relationships, and is the market leading brand in South Africa with a strong reputation, supplying to major retailers and multinational food companies and consumers across the globe.

OVERVIEW The Sea Harvest Group is a leading, internationally recognised vertically integrated fishing and branded FMCG business established in 1964 with operations in South Africa and Australia. With access to a fleet of 29 vessels1 and approximately 3 000 employees, the Sea Harvest Group operates in Saldanha Bay on the West Coast of South Africa and, through the Vuna Exclusive Supply Agreement, in Mossel Bay on the Southern Coast of South Africa. In July 2016, the Company acquired a controlling interest in Mareterram, a vertically integrated agri-business operating in Shark Bay, Carnarvon, Western Australia with a head office in Perth and a sales team that operates nationally in Australia. The principal business of the Group is fishing of MSC certified Cape hake and Shark Bay tiger and king prawns, processing of the catch into frozen and chilled seafood, and the marketing of these products, locally and internationally. Sea Harvest is the leading frozen fish brand in South Africa in both retail (with a 36.7%2 market share) and foodservice with strong consumer loyalty and brand equity. The Group is one of the largest Fishing Rights holders in the South African Cape hake industry with 28%3 of the hake TAC equating to 41 676 tons, and 56% of the prawn licences in Shark Bay, Western Australia. The Sea Harvest Group markets its range of fish, prawns and related seafood products through an extensive and sophisticated marketing and sales network servicing retail and foodservice customers in 22 countries, and has offices in Cape Town, Johannesburg, Durban, Perth, Adelaide, Melbourne, Sydney and Brisbane. In 2016, 59% of the Group’s revenues were generated in hard currency earnings, with Europe and Australia being its biggest trading partners. The summarised financial performance of the Sea Harvest Group, in terms of revenue, EBITDA and operating margins for financial years 31 December 2016, 31 December 2015 and 31 December 2014 is set out below: (R’000) CAGR Adjusted 20165 December 2016 December 2015 December 2014 Revenue 20% 2 030 147 1 931 979 1 365 487 1 349 543 EBITDA 40% 430 583 368 901 205 872 187 074 Operating profit4 37% 251 346 213 263 129 929 113 073 EBITDA margin n/a 21% 19% 15% 14%

Unless otherwise noted, all financial information in this Pre-listing Statement is presented on a continuing operations basis.

1 Figure includes six vessels that Sea Harvest has access to through the Vuna Exclusive Supply Agreement. 2 Nielsen, November 2016, Year-to-Date by volume, Frozen Fish Retail Category. 3 Including Vuna’s Hake TAC, which Sea Harvest has access to through the Vuna Exclusive Supply Agreement. 4 Operating profit is operating profit plus amortisation. 5 Adjusted year ended 31 December 2016 information as set out in Annexure 3 and Annexure 5 of this Pre-listing Statement.

7 KEY STRENGTHS Sea Harvest believes that the following strengths support the success of the Group: • Attractive industry dynamics are driving premium pricing: a fast growing global population, increasing urbanisation and an increased focus on healthier lifestyles is driving global demand for natural wild-caught fish from sustainable fisheries. Allied with static global wild-caught production, these dynamics will see demand increasingly exceed supply, providing opportunities to optimise channel profitability; • Internationally reputable fisheries and processor selling premium, sustainable and highly desired products and species that are difficult to substitute; • Market leading brands sold in more than 2 000 retail outlets and to numerous foodservice and retail customers in South Africa, Europe and Australia; • Broad and innovative range of products offering healthy, sustainable and convenient meal solutions in chilled and frozen formats, commanding a premium from higher consumer income groups in South Africa and abroad; • Diverse long-standing international customer base in 22 countries with low customer concentration risk; • Strong ZAR hedge through the diversity of revenues offered by exposure to international markets, including Mareterram; • Vertically integrated businesses with well located, world-class facilities and vessels, maintained and upgraded with ongoing investment in state-of-the-art technology and production processes; • An industry with high barriers to entry due to regulatory requirements and B-BBEE, high capital investment and market access locally and abroad; • Experienced, incentivised management team with a wealth of experience in growing the Group organically and through acquisitions; • Good platform for growth in Australia with a controlling stake in ASX-listed Mareterram with a strong management team in place; • Strong B-BBEE ownership credentials providing a platform for local consolidation in the fishing sector and security of long-term Fishing Rights in South Africa; and • The Group is growing and profitable with five-year CAGR in revenue of 15% and 22% in EBITDA with strong operating margins and free cash flow conversion.

RATIONALE FOR THE LISTING On 23 March 2017, the Company anticipates listing on the Main Board of the JSE. The rationale for the Listing is to: i. provide the Group with additional capital to: a. support management’s strategy of continuing to invest in the current business to improve margins and grow organically; and b. support the Group’s strategy of becoming a diversified global seafood company through value- creating acquisitions; ii. settle the Third Party Debt, the Preference Share Redemption Loan, the Management Loans, the Shareholder Loan and the Staff Trust Repurchase Consideration; iii. establish a platform from which equity capital may be raised in the future to facilitate further growth and potential value-accretive acquisitions; iv. allow the Group to optimise its capital structure and further strengthen its balance sheet and profitability; v. provide investors, both institutional and private, with an opportunity to participate in the income streams and future capital growth of the Group; vi. enhance the liquidity and tradability of the Ordinary Shares through a spread of investors; vii. allow for a mechanism for the attraction and retention of key management and staff via an appropriate share incentive scheme; and viii. increase the public profile and transparency of the Group’s businesses and thereby assist in unlocking new business opportunities in South Africa and internationally.

8 KEY INVESTMENT HIGHLIGHTS I. Attractive industry dynamics drives premium pricing Global demand for seafood is growing while the supply of wild-caught fish remains static. This trend supports the Group’s business as it operates in sustainable MSC-certified fisheries producing wild caught seafood of premium non-commoditised species. Its higher LSM customers in South Africa, Europe and Australia, allied with its market leading brands, mean that the Group has consistently been able to command above-inflation price increases.

II. Market and brand leader Sea Harvest is the leading frozen fish brand (with a 36.7% retail market share) in South Africa with strong consumer loyalty and brand equity. The Group’s MSC-certified, premium species products, processed to international quality standards, have attracted major retailers, both in South Africa, and internationally, where the Group packs for leading retail and foodservice customers in key international markets such as Spain, Italy, Australia, Germany, Portugal, France and the Netherlands.

III. World-class production facilities operating in an industry with high barriers to entry The Sea Harvest Group operates in seafood sectors with high barriers to entry that help underpin the long-term profitability of the Group, being: Regulation: Long-term rights (South Africa), perpetual rights (Australia) and regulations provide certainty to the business, ensure that the fisheries are managed sustainably and that rights holders are able to invest in significant assets. World-class assets: The capital equipment required to catch and process the Group’s Fishing Rights is considerable (circa > R1.5 billion). The vertically integrated nature of Sea Harvest’s business offers benefits and opportunities for continuous improvement and economies of scale at all stages of the supply chain. Black Economic Empowerment requirements: B-BBEE is a critical part of the FRAP, playing a major role in retaining and acquiring Fishing Rights. Sea Harvest is one of the most empowered companies within the South African fishing sector. Market access and brand strength: Sea Harvest’s brand and existing relationships with customers are difficult to replicate; new entrants do not have the networks or reputation to access developed offshore markets, or the brand required to appeal to South African consumers.

IV. Long-standing relationships with a diverse, international customer base generating hard currency earnings (ZAR hedge) The Sea Harvest Group sells products to 22 countries, where it enjoys long-standing relationships in retail and foodservice channels. Exports are largely to developed European markets and Australia. In 2016, Sea Harvest earned 59% of its revenues in foreign currency providing Shareholders with a diversified ZAR hedge. Sea Harvest’s customer base minimises concentration risk as it is not reliant on a single market or customer.

V. Experienced and established management team The management team has a deep and focused understanding of fishing, with on average 13 years of experience within the industry. The team has a constructive relationship with the regulatory authorities, and strong commercial relationships with international and local retailers. Respected within the industry, they hold Board positions at the international Groundfish Forum and the MSC, as well as executive seats on South African fishing bodies. The team has a track record of consumer brand management and a demonstrated ability to drive business growth through margin-enhancing initiatives and strategic acquisitions.

VI. Track record of financial performance The Sea Harvest Group generated a CAGR for revenue of 20% between 2014 and 2016. During the same period EBITDA increased at a CAGR of 40% with EBITDA margins expanding from 14% to 19% over the period. These improvements were delivered by the current management team, and were as a result

9 of consistent top-line growth benefiting from vessel mix, market mix, price increases and favourable exchange rates. The Sea Harvest Group is a cash-generative business, with a cash conversion rate of c.66%5 in 2016.

VII. Excellent platform for growth and expansion The Sea Harvest Group is well positioned to take advantage of opportunities available to it to grow the business, which may be categorised broadly into three types, namely: i. Organic growth: Sea Harvest has identified further opportunities to pursue margin-enhancing investment in its fleet and factories. In addition, the Group will look to grow revenue through market diversification. ii. Acquisitive growth in South Africa: The Group’s excellent B-BBEE credentials allow it the ability to pursue opportunities in a regulated environment; Sea Harvest is well positioned to act as a consolidator within the sector. Acquisitions will allow Sea Harvest to diversify into other in-demand wild-caught sectors, high-value aquaculture, and wider agri-businesses where it can leverage its market knowledge, local and international networks and operational expertise. iii. Acquisitive growth in Australia: Through its 55.9% ownership of Mareterram, Sea Harvest has an existing platform and the local knowledge to pursue acquisitive growth within the Australian fishing sector which is currently highly fragmented and has a high potential for consolidation.

5. Normalised cash conversion for the Group (excluding effects of Mareterram working capital).

10 SUMMARY OF THE OFFER

The Offer The Offer comprises an offer for subscription by the Company of up to 91 666 667 Offer Shares provided that the Company may increase the number of Offer Shares (offered within the Offer Price Range) if so determined by the Directors. The Offer Shares will represent approximately 38.7% of the Ordinary Shares of the Company, following the issuance of the Offer Shares. Investors comprise only selected institutional investors in South Africa falling within the ambit of section 96(1)(a) of the Companies Act, and selected persons in South Africa who subscribe for Offer Shares at a minimum aggregate subscription price of R1 000 000 per single addressee acting as principal (as envisaged in section 96(1)(b) of the Companies Act), subject to certain conditions. The Offer is not an invitation to the general public to subscribe for Offer Shares.

Use of proceeds The net proceeds (after deducting commissions and other Offer expenses, which are expected to amount to R33.4 million) received by the Company will be used to: • settle the Third Party Debt; • settle the Preference Share Redemption Loan; • repay the Shareholder Loan; • repay the Management Loans; • settle the Staff Trust Repurchase Consideration; • fund investment by the Group in land-based and vessel efficiency gains, leading to market optimisation which will support organic growth and margin enhancement projects; • raise funds to pursue its acquisitive growth strategy, both in South Africa and in Australia; and • provide the Company with greater balance sheet flexibility and a listed currency to accelerate its strategic growth plans.

Offer period Opening date of the Offer at 09:00 on Monday, 6 March 2017. Closing date of the Offer at 12:00 on Thursday, 16 March 2017.

Admission and listing The JSE has granted the Company a Listing in respect of up to 236 696 240 shares in the “Farming, Fishing and Plantations” sector under the abbreviated name “SeaHarvst”, share code “SHG” and ISIN: ZAE000240198, subject to the fulfilment of certain conditions (including the JSE’s spread and free-float requirements, as set out in the Listings Requirements), being attained.

Subscription conditions There is no minimum capital requirement to be realised by the Offer. The minimum subscription that must be realised by the Company is that which enables it to ensure that the Company has, once the Offer is completed, such number and composition of shareholders as will enable it to meet the minimum free-float and shareholder spread requirements, as prescribed by the Listings Requirements and acceptable to the JSE. The Listings Requirements provide that a minimum of 20% of the Shares must be held by the public, as defined by the Listings Requirements. The Listing will not proceed if these minimum requirements are not achieved, and any acceptance of the Offer shall not take effect and no person shall have any claim whatsoever against the Company, the Bookrunner or any other person as a result of the failure of any condition.

11 If the Offer Price is below the Offer Price Range for any reason, or if the Directors in their discretion so determine that it would not be advisable to proceed with the Offer, the Company shall not be obliged to proceed with the Offer, but reserves the right to do so.

Lock-up agreement Brimco has agreed with the Bookrunner that it will not, without the prior written consent of the Bookrunner, sell, transfer or otherwise dispose of any of the Ordinary Shares they owned prior to the Listing, or any economic interest therein, for 180 days following the Listing Date. The lock-ups referred to in this paragraph shall not apply to transactions effected by Brimco relating to Shares (or other securities of the Company) acquired in open market transactions after the Listing Date. MIT II will not be entitled to sell, transfer or otherwise dispose of, the Ordinary Shares they own as at the Last Practicable Date, or any economic interest in such Ordinary Shares, for 365 days following the Listing Date. The lock-ups referred to in this paragraph shall not apply to transactions effected by MIT II relating to Shares (or other securities of the Company) acquired in open market transactions after the Listing Date. The Staff Trust will not be entitled to sell, transfer or otherwise dispose of, the Ordinary Shares retained by the Staff Trust after the repurchase of Ordinary Shares from the Staff Trust on the Listing Date as described in Annexure 14, or any economic interest in such retained Ordinary Shares, for 365 days following the Listing Date. The lock-ups referred to in this paragraph shall not apply to transactions effected by the Staff Trust relating to Shares (or other securities of the Company) acquired in open market transactions after the Listing Date. The Company will not be entitled to issue, sell, transfer or otherwise dispose of, any Ordinary Shares, or any economic interest therein, without the consent of the Bookrunner, for 180 days following the Listing Date.

Financial Advisor, Standard Bank. Bookrunner and Transaction Sponsor

JSE Sponsor Standard Bank will continue to act as the Company’s ongoing JSE sponsor after the Listing as required in terms of the Listings Requirements.

12 IMPORTANT DATES AND TIMES

The definitions and interpretations commencing on page 14 of this Pre-listing Statement apply, mutatis mutandis, to the following important dates and times relating to the Offer and the Listing:

2017 Opening date of the Offer at 09:00 on: Monday, 6 March Publication of the Pre-listing Statement on: Monday, 6 March Release of the abridged Pre-listing Statement on SENS on: Monday, 6 March Publication of the abridged Pre-listing Statement in the press on: Tuesday, 7 March Expected last date and time for indications of interest for purposes of bookbuilding to be received up until 12:00 on: Thursday, 16 March Expected Closing Date of the Offer at 12:00 on: Thursday, 16 March Successful applicants expected to be advised of allocations on: Friday, 17 March Expected publication date of the final Offer Price and final number of Offer Shares released on SENS on: Friday, 17 March Expected publication date of the final Offer Price and final number of Offer Shares published in the press on: Monday, 20 March Expected Listing of Shares on the JSE expected at commencement of trade at (09:00) on: Thursday, 23 March Results of the private placement released on SENS on: Thursday, 23 March

Notes: 1. The above dates and times are subject to amendment. Any such material amendment or other material amendments to this Pre‑listing Statement will be released on SENS. 2. All times referred to in this Pre-listing Statement are local times in South Africa (SAST or GMT+2) and are subject to amendment. 3. CSDPs effect payment on a delivery-versus-payment basis.

13 DEFINITIONS AND INTERPRETATIONS

In this Pre-listing Statement and its annexures, unless otherwise stated or the context otherwise indicates, the following terms have the meanings provided next to them; words and expressions in the singular shall include the plural and vice versa; words importing natural persons shall include corporations and associations of persons, whether incorporated or unincorporated, and vice versa; and any reference to one gender shall include the others:

“A Redeemable Preference cumulative redeemable par value A preference shares in the Company Shares” which were previously authorised and issued, but which were redeemed before the Last Practicable Date and will be removed from the authorised share capital of the Company as soon as practicably possible before the Listing by way of a special resolution which has already been approved by the shareholders of the Company and lodged with the CIPC for filing;

“B Redeemable Preference cumulative redeemable par value B preference shares in the Company Shares” which were previously authorised and issued, but which were redeemed before the Last Practicable Date and will be removed from the authorised share capital of the Company as soon as practicably possible before the Listing by way of a special resolution which has already been approved by the shareholders of the Company and lodged with the CIPC for filing;

“B-BBEE” Broad-Based Black Economic Empowerment;

“B-BBEE Act” the South African Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as amended;

“B-BBEE Codes” the South African Codes of Good Practice on Broad-Based Black Economic Empowerment issued under the B-BBEE Act from time to time;

“BCP” Blue Continent Products Proprietary Limited (Registration number 1963/004088/07), a private company with limited liability duly incorporated in accordance with the laws of South Africa, and a wholly-owned subsidiary of Oceana Group Limited;

“Board” or “Directors” the board of directors of the Company as at the Last Practicable Date, whose names are listed in paragraph 23.1 of section 3 of this Pre-listing Statement;

“Bookrunner” Standard Bank;

“Brimco” Brimco Proprietary Limited (Registration number 1998/001775/07), a private company with limited liability duly incorporated in accordance with the laws of South Africa and a wholly-owned subsidiary of Brimstone. Brimco is the entity via which Brimstone’s shareholding in the Company is held and which provided the Shareholder Loan. Prior to the Preference Share Redemptions, Brimco was the holder of all of the B Redeemable Preference Shares and the C Redeemable Preference Shares;

“Brimstone” Brimstone Investment Corporation Limited (Registration number 1995/010442/06), a public company with limited liability duly incorporated in accordance with the laws of South Africa and whose shares are listed on the JSE (share codes: BRT and BRN);

“Broker” any person registered as a broking member in equities in terms of the rules of the JSE in accordance with the provisions of the Financial Markets Act;

14 “Business Day” any day other than a Saturday, Sunday or official public holiday in South Africa;

“C Redeemable Preference cumulative redeemable no par value C preference shares in the Company Shares” which were previously authorised and issued, but which were redeemed before the Last Practicable Date and will be removed from the authorised share capital of the Company as soon as practicably possible before the Listing by way of a special resolution which has already been approved by the shareholders of the Company and lodged with the CIPC for filing;

“CAGR” compounded annual growth rate;

“Capital Restructure” the restructure of the Company’s issued ordinary and preference share capital to facilitate the Listing, including the redemption of the B Preference Shares and the C Preference Shares on 16 February 2017, the repurchase of Ordinary Shares from MIT I and MIT II on 17 February 2017, and the repurchase of Ordinary Shares from the Staff Trust on the Listing Date, as more fully described in Annexure 14;

“Capital Restructure the various agreements in terms whereof the Capital Restructure was Agreements” effected, as more fully described in Annexure 14;

“Cape Harvest” Cape Harvest Foods Proprietary Limited (Registration number 2012/102234/07), a private company with limited liability duly incorporated in accordance with the laws of South Africa and a wholly-owned Subsidiary of the Company;

“CEO” chief executive officer;

“Certificated Shareholders” Shareholders who hold Certificated Shares;

“Certificated Shares” Ordinary Shares that are not dematerialised in terms of the Companies Act, the Financial Markets Act and the requirements of Strate, title to which is represented by a share certificate or other Document(s) of Title;

“CFO” chief financial officer;

“CGT” capital gains tax levied in terms of section 26A of the Income Tax Act and read with the Eighth Schedule to the Income Tax Act;

“CIO” chief investment officer;

“CIPC” or “Commission” the Companies and Intellectual Property Commission established in terms of the Companies Act;

“Closing Date” the closing date of the Offer, expected to be 12:00 on Thursday, 16 March 2017, but which may be amended by the Company by way of an announcement released on SENS;

“Common Monetary Area” or collectively, South Africa, the Republic of Namibia and the Kingdoms of “CMA” Lesotho and Swaziland;

“Companies Act” the South African Companies Act, No. 71 of 2008, as amended from time to time;

“the Company” Sea Harvest Group Limited (Registration number 2008/001066/06) (formerly Sea Harvest Holdings Proprietary Limited), a public company with limited liability duly incorporated in accordance with the laws of South Africa and to be listed on the JSE and, to the extent applicable, shall also mean Sea Harvest Group and its Subsidiaries from time to time (and “member of the Company” shall be construed accordingly);

15 “CMG” Craig Mostyn & Co Proprietary Limited (ACN 000 047 745), a private company owned by the Mostyn family with limited liability duly incorporated in accordance with the laws of Australia (including its subsidiaries) and one of the largest agri-businesses in Western Australia;

“CSDP” Central Securities Depository Participant, a participant as defined in section 1 of the Financial Markets Act;

“CTC” Contributed Tax Capital, as defined under the Income Tax Act;

“Dematerialised Shares” Ordinary Shares that have been dematerialised in terms of the Companies Act, the Financial Markets Act and Strate, and ownership of which is recorded in a sub-register of Shareholders administered by a CSDP, which sub-register forms part of the Company’s Register;

“Desert Diamond” Desert Diamond Fishing Company Proprietary Limited (Registration number 2003/011445/07), a private company with limited liability duly incorporated in accordance with the laws of South Africa. Desert Diamond is 90% owned by BCP and 10% by Sea Harvest Corporation;

“Desert Diamond JV” the joint venture arrangement between Sea Harvest Corporation and BCP in relation to Desert Diamond and the vessel owned by it, constituted by way of a shareholders agreement concluded during 2004. The Desert Diamond JV has been set up to commercially exploit the respective shareholders’ HM Fishing Rights;

“Document(s) of Title” share certificates or any other document(s) of title to Certificated Shares acceptable to the Company;

“DWT” Dividends Withholding Tax, as defined under the Income Tax Act;

“EBIT” earnings before interest and taxation;

“EBITDA” earnings before interest, taxation, depreciation and amortisation;

“EU” European Union;

“Exchange Control the Exchange Control Regulations, 1961, as amended from time to time, Regulations” promulgated pursuant to section 9 of the South African Currency and Exchanges Act, No. 9 of 1933, as amended from time to time;

“Existing Shareholders” Brimco, MIT I, MIT II and the Staff Trust;

“Financial Markets Act” the Financial Markets Act, No. 19 of 2012, as amended or replaced from time to time;

“Fishing Rights” a right, granted in terms of the South African Marine Living Resources Act, No. 18 of 1998, to undertake commercial fishing for specified stocks of fish and associated by-catch for the duration of the right, subject to annual tonnage and/or fishing effort allocations;

“Forfeitable Share Plan” or the Sea Harvest Group Limited Forfeitable Share Plan, approved by the “FSP” Shareholders on 16 February 2017;

“Group” or “Sea Harvest the Company and its subsidiaries, including Sea Harvest Corporation, Group” Cape Harvest and Mareterram;

“HM” horse mackerel;

“HM JV” the joint venture between Sea Harvest Corporation and the Staff Trust in relation to the HM JV Business, in terms of the HM JV Agreement;

16 “HM JV Agreement” the agreement entered into between Sea Harvest Corporation and the Staff Trust on 16 February 2017, establishing the HM JV;

“HM JV Business” the business consisting of the commercial exploitation of the HM Fishing Rights awarded to Sea Harvest Corporation during 2016, constituted as a separate division within Sea Harvest Corporation and operated for the benefit of the HM JV;

“HM JV Share” a special share in the capital of Sea Harvest Corporation which is held by the Staff Trust and which confers upon the Staff Trust certain rights of economic participation, and certain rights of management, in the HM JV Business;

“Income Tax Act” the South African Income Tax Act, No. 58 of 1962, as amended from time to time;

“IFRS” International Financial Reporting Standards;

“JSE” or “JSE Limited” the JSE Limited (Registration number 2005/022939/06), a public company with limited liability duly incorporated in accordance with the laws of South Africa, licensed to operate an exchange under the Financial Markets Act;

“Kagiso” Kagiso Strategic Investments III Proprietary Limited (Registration number 2007/023000/07), a private company with limited liability duly incorporated in accordance with the laws of South Africa, and owned by Kagiso Tiso Holdings Proprietary Limited, an investment company ultimately owned by the Kagiso Trust, Remgro Holdings Limited and Tiso Blackstar Limited;

“King Code” the Code of Corporate Practices and Conduct as set out in the King IV Report on Corporate Governance for South Africa, as amended;

“Last Practicable Date” the last practicable date prior to finalisation of this Pre-listing Statement, being Monday, 27 February 2017;

“Listing” the admission of the Ordinary Shares to the JSE’s Main Board for listed securities in accordance with the Listings Requirements;

“Listing Date” the date upon which trading in Ordinary Shares on the JSE will commence pursuant to the Listing, which date is expected to be from the commencement of trade on Thursday, 23 March 2017;

“Listings Requirements” the Listings Requirements of the JSE, as amended from time to time;

“Lock-up Period” the periods of time, being (i) in the case of Brimco and the Company, 180 calendar days calculated from (and including) the Listing Date; and (ii) in the case of the Staff Trust and MIT II, 365 calendar days calculated from (and including) the Listing Date;

“Mareterram” Mareterram Limited (Registration number ACN 009 248 720), a public company with limited liability duly incorporated in accordance with the laws of Australia and listed on the Australian Stock Exchange (ASX share code: MTM) and a subsidiary of the Company;

“Mareterram First Transaction” the acquisition by the Company, through its wholly-owned Subsidiary, Sea Harvest International, of 19.9% of the issued shares in the share capital of Mareterram pursuant to an initial public offering of shares undertaken by Mareterram, during December 2015;

17 “Mareterram Public Mareterram’s prospectus issued in relation to its initial public offering Documents” during November 2015, Mareterram’s interim and financial results for the periods ended 30 June 2016 and 31 December 2016, and any other published Mareterram document, as disclosed on Mareterram’s website www.mareterram.com.au;

“Mareterram Second the acquisition by the Company, through its wholly-owned Subsidiary, Sea Transaction” Harvest International, of 36% of the issued shares in the share capital of Mareterram, pursuant to a written offer made by Sea Harvest International to all the shareholders of Mareterram during 2016, whereby the Company increased its shareholding in Mareterram to 55.9%;

“Material Contracts” the contracts summarised or referred to in Annexures 9, 10, 11 and 14;

“MIT I” the trustees for the time being of The New Sea Harvest Management Investment Trust (Master’s reference number IT 870/2009);

“MIT II” the trustees for the time being of The Sea Harvest Management Investment Trust No 2 (Master’s reference number IT 889/2014);

“Management Loans” the loans between the Company and certain members of management and that is to be fully repaid from the proceeds of the Offer, as more fully described in Annexure 10 and Annexure 14;

“MOI” memorandum of incorporation;

“Marine Stewardship Council” the Marine Stewardship Council is an international non-profit organisation established to address the problem of unsustainable fishing and safeguard seafood supplies for the future. The MSC is recognised as the Gold Standard in sustainable wild capture fishing;

“Nielsen” the consumer reports produced by The Nielsen Company (US) LLC, providing insights and trends across various consumer categories;

“Offer” the offer for subscription by the Company of the Offer Shares to Offerees;

“Offerees” subject to certain conditions, selected institutional investors in South Africa (within the ambit of section 96(1)(a) of the Companies Act), and selected persons who subscribe for Offer Shares at a minimum aggregate subscription price of at least R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the Companies Act) in respect of Offer Shares, and in each case to whom the Offer will be specifically addressed;

“Offer Price” the price at which the Offer Shares are offered for subscription, pursuant to this Pre-listing Statement, to be determined in accordance with: (i) the provisions of paragraph 37 in section 5 below; and (ii) the Placement Agreement. The Offer Price may fall outside the Offer Price Range;

“Offer Price Range” the proposed pricing range of the Offer, being R12.00 to R14.50 per Offer Share;

“Offer Shares” up to 91 666 667 new Ordinary Shares (or such higher number of new Ordinary Shares as the Directors may determine) which are being offered for subscription by the Company in terms of the Offer;

“Opening Date” the opening date of the Offer, which is expected to be 09:00 on Monday, 6 March 2017;

“Ordinary Shares” ordinary shares of no par value in the Company;

18 “Phambili & Spurious” Phambili Vuna Investments 2 Proprietary Limited (Registration number 2005/006912/07), and Spurious Investments Proprietary Limited (Registration number 1999/018408/07), both of which are private companies with limited liability duly incorporated in accordance with the laws of South Africa, and the current holders of 50.19% of the shares in Vuna, holding 24.44% and 25.75% in Vuna, respectively. Spurious Investments Proprietary Limited is a wholly-owned subsidiary of Phambili Vuna Investments 2 Proprietary Limited, which is in turn owned by various individuals with no relation to the Group or its associates;

“Placement Agreement” if applicable, the placement agreement entered into between the Bookrunner and the Company after the Last Practicable Date and before the Listing commences;

“Pre-listing Statement” this pre-listing statement, together with all annexures hereto, dated Monday, 6 March 2017;

“Preference Share the voluntary redemption by the Company of the B Redeemable Preference Redemptions” Shares and the C Redeemable Preference Shares, in accordance with the terms and conditions set out in the respective preference share terms, which was undertaken on 16 February 2017, as described in Annexure 14. The Preference Share Redemptions included the settlement of all accrued B Redeemable Preference Share and the C Redeemable Preference Share dividends;

“Preference Share Redemption the loan between the Company and Brimco which resulted from the Loan” Preference Share Redemptions and that is to be fully settled from the proceeds of the Offer as more fully described in Annexure 10 and Annexure 14;

“Rand” or “ZAR” or “R” the lawful currency of South Africa;

“Register” the register of Certificated Shareholders of the Company maintained by the Company, and each of the sub-registers of Dematerialised Shares maintained by the relevant CSDPs in terms of the Financial Markets Act;

“Reporting Accountants” Deloitte & Touche (practice number 904899E), registered auditors, a firm or “Independent Reporting of chartered accountants (SA) and the independent reporting accountants Accountants” or “Accountants” to the Company;

“SADC” the Southern African Development Community, comprising Angola, Botswana, the Democratic Republic of Congo, Lesotho, Madagascar, Malawi, Mauritius, Mozambique, Namibia, Seychelles, South Africa, Swaziland, the United Republic of Tanzania, Zambia and Zimbabwe;

“SA Holder” a shareholder who is: (i) a natural person ordinarily resident in South Africa; (ii) a natural person not ordinarily resident in South Africa, but whose physical presence in South Africa exceeds certain thresholds; or (iii) a person, other than a natural person, which is incorporated, established or formed in South Africa or which has its place of effective management in South Africa;

“SARB” the South African Reserve Bank, which includes both the Financial Surveillance Department and the Banking Supervisory Department;

“Sea Harvest” the South African operations of the Group, including Sea Harvest Corporation, the activities conducted via the Vuna Exclusive Supply Agreement, the Desert Diamond JV and Cape Harvest;

19 “Sea Harvest Corporation” Sea Harvest Corporation Proprietary Limited (Registration number 2008/024147/07), a private company with limited liability duly incorporated in accordance with the laws of South Africa and a Subsidiary of the Company;

“Sea Harvest International” Sea Harvest International Proprietary Limited (Registration number 2012/130812/07), a private company with limited liability duly incorporated in accordance with the laws of South Africa and a wholly-owned Subsidiary of the Company. Sea Harvest International houses the Company’s shareholding in Mareterram;

“SeaVuna” SeaVuna Fishing Company Proprietary Limited (Registration number 1983/000674/07), a private company with limited liability duly incorporated in accordance with the laws of South Africa and a wholly-owned subsidiary of Vuna;

“Settlement Date” the date upon which the Offer Price is to be paid and the Offer Shares are to be delivered, on a delivery vs payment basis, within the Strate system;

“Shareholder(s)” the registered holders of Ordinary Shares;

“Shareholder Loan” the shareholder loan provided by Brimstone, through Brimco, to the Company and that is to be fully repaid from the proceeds of the Offer as more fully described in Annexure 10;

“South Africa” the Republic of South Africa;

“South African Press” The South African newspaper named the Business Day;

“Sponsor” Standard Bank;

“the Staff Trust” the trustees for the time being of The Sea Harvest Employee Share Trust (Master’s reference number IT000352/2015);

“Staff Trust Repurchase the consideration payable by the Company to the Staff Trust resulting from Consideration” the repurchase of Ordinary Shares from the Staff Trust on the Listing Date, as more fully described in Annexure 14;

“Standard Bank” The Standard Bank of South Africa Limited (Registration number 1962/000738/06), a public company with limited liability duly incorporated in accordance with the laws of South Africa;

“Strate” Strate Limited (Registration number 1998/022242/07), a private company registered in accordance with the laws of South Africa, being a licensed central securities depository in terms of section 1 of the Financial Markets Act and the entity that manages the electronic custody, clearing and settlement environment for all share transactions concluded on the JSE and off-market, and in terms of which transactions in securities are settled and transfers of ownership in securities are recorded electronically;

“Subsidiary” has the meaning ascribed thereto in section 1, read with section 2, of the Companies Act and/or the Listings Requirements to the extent applicable;

“Third Party Debt” the third party debt provided by Standard Bank and that is to be fully settled from the proceeds of the Offer as more fully described in Annexure 10;

“Tiger Brands” Tiger Brands Limited (Registration number 1944/017881/06), a public company with limited liability duly incorporated in accordance with the laws of South Africa and whose shares are listed on the JSE (share codes: TBS);

20 “Transfer Secretaries” Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company duly registered and incorporated under the laws of South Africa and acting as transfer secretary to the Company;

“UK” United Kingdom;

“United States” or “USA” the United States of America, its territories and possessions, any state of or “US” the United States and the District of Columbia;

“VAT” value-added tax levied in terms of the South African Value-Added Tax Act, No. 89 of 1991, as amended from time to time;

“VFG” Friedshelf 1747 Proprietary Limited (Registration number 2016/412548/07) (in the process of changing its name to Vuna Fishing Group Proprietary Limited), a private company with limited liability duly incorporated in accordance with the laws of South Africa, of which Brimco owns 85% and MIT I, MIT II and the Staff Trust collectively owns the remaining 15% of the Ordinary Shares of VFG in issue;

“Vuna” Vuna Fishing Company Proprietary Limited (Registration number 1995/003403/07), a private company with limited liability duly incorporated in accordance with the laws of South Africa, of which Phambili & Spurious owns 50.19% and VFG owns 49.81%;

“Vuna Disposal” the disposal by the Company of its 49.81% interest in Vuna to VFG, a company owned by the Existing Shareholders, as described in paragraph 13.3 of section 2 of this Pre-listing Statement, in terms of the Vuna Disposal Agreements;

“Vuna Disposal Agreements” the sale and loan agreements entered into between the Company and VFG, governing inter alia the Vuna Disposal, as more fully described in Annexure 14;

“Vuna Loan” a loan, in an amount of R25 million, advanced by Sea Harvest Corporation to Vuna on 16 January 2017, as more fully described in Annexure 14;

“Vuna Option” the option granted by VFG to the Company to buy 100% of the shares in Vuna, on and subject to the conditions set out in the Vuna Option Agreement, as more fully described in Annexure 14;

“Vuna Option Agreement” means the agreement entered into between the Company and VFG, governing the Vuna Option, as described in Annexure 14; and

“Vuna Exclusive Supply means the exclusive supply agreement between Vuna, SeaVuna and Sea Agreement” Harvest Corporation concluded during December 2016, wherein Vuna and SeaVuna undertake to sell all their fish to Sea Harvest Corporation, as more fully described in Annexure 14.

21 GLOSSARY

In this Pre-listing Statement and its annexures, unless otherwise stated or the context otherwise indicates, the following industry-specific terms and abbreviations have the meanings provided next to them:

ADF Australian Department of Fisheries ASX Australian Stock Exchange BRC British Retail Consortium CPI consumer price inflation CSI Corporate Social Investment DAFF South African Department of Agriculture, Forestry and Fisheries DTI South African Department of Trade and Industry EPA Economic Partnership Agreement FAS frozen at sea FDA Food and Drug Administration of the USA FMCG fast moving consumer goods FRAP Fishing Rights Allocation Process H&G headed and gutted HDST hake deep-sea trawl HIT hake inshore trawl HM horse mackerel ICS Imperial Cold Storage IQF individually quick frozen KG kilogram LSM Living Standards Measures MLRA Marine Living Resources Act, 18 of 1998 MEY the maximum economic yield MSC Marine Stewardship Council MSY maximum sustainable yield (the highest possible annual catch that can be sustained over time, by keeping the stock at the level producing maximum growth) NRCS (South African) National Regulator for Compulsory Specifications QSR quick service restaurant SAMSA South African Maritime Safety Authority SADSTIA South African Deep-Sea Trawling Industry Association SBPMF Shark Bay Prawn Managed Fishery TAC total allowable catch

22 SECTION 1: INFORMATION ON THE SEA HARVEST GROUP

1. INTRODUCTION The Sea Harvest Group is a leading, internationally recognised vertically integrated fishing and branded FMCG business, spanning the complete value chain and integrating key value-added support services, such as quality control, logistics and supply chain management. The Group has operations in South Africa and Australia. The principal business of the Sea Harvest Group is fishing of Cape hake and Shark Bay prawns; processing of the catch into frozen and chilled seafood; and the marketing of these products, locally and internationally in a demand-driven seafood market. The Group has a strong local market position, with significant brand equity and attractive growth prospects, organically and through potential acquisitions. The Sea Harvest Group owns and operates 12 deep-sea vessels and has access to a further six vessels through the Vuna Exclusive Supply Agreement in South Africa, and owns 11 prawn vessels in Australia. Sea Harvest processes and packs over 160 products for the local and international markets from its four factory freezer trawlers, its two processing facilities in Saldanha Bay and, indirectly, through Vuna’s processing facility in Mossel Bay. Locally, Sea Harvest is the leading brand in the frozen fish retail category. It distributes and merchandises its 80 branded retail products to over 2 000 retail outlets in South Africa and is one of the largest players in the foodservice industry where it supplies its Cape hake and related by-catch products to “fish and chip” shops, retail fish shops (including seven of its own stores), the catering industry, QSR’s, hotels and institutional caterers. Through Sea Harvest International, the Group owns a controlling stake in Mareterram, an Australian listed agri-business. Mareterram was formed in 2016 through the combination of two well established businesses: (i) Nor-West Seafoods, with operations in Carnarvon, Western Australia, from where it catches king and tiger prawns, scallops, crabs and related by-catch species and the processing and packing thereof; and (ii) the foodservice division of CMG, a national foodservice sales and distribution business with five offices across Australia and which has been Sea Harvest’s agent in Australia for the last 53 years. The organic, wild-caught Cape hake and Shark Bay prawn products are complemented by a wide range of by-catch, which include monk, kingklip, sole, scallops and crabs. This, together with agency products, affords the South African and Australian sales teams a diverse basket of products. The Group distributes its diverse range of chilled and frozen food products through an extensive and highly sophisticated distribution network that grants the Group access to a complete cross-section of international and domestic customers. Both the South African Cape hake fishery and Australian Shark Bay prawn fishery are MSC certified, the international gold standard for sustainable wild caught fishing practices and a major differentiator in the markets where the species are sold. The Sea Harvest Group currently holds 25.2% of the TAC (equating to 37 183 tons in 2016), and has access to a further 3.1% of the TAC (equating to a further 4 493 tons in 2016) though the Vuna Exclusive Supply Agreement. In addition, the Group currently holds 5.9% of the Horse Mackerel TAC, of which the total TAC was 41 500 tons in 2016. The Company anticipates listing on the Main Board of the JSE on Thursday, 23 March 2017. The rationale for Listing is to: • provide the Group with additional capital to: –– support management’s strategy of continuing to invest in the current business to improve margins and grow organically; and –– support the Group’s strategy of becoming a diversified global fishing company through value- creating acquisitions; • settle the Third Party Debt, the Preference Share Redemption Loan, the Management Loans, the Shareholder Loan and the Staff Trust Repurchase Consideration; • establish a platform from which equity capital may be raised in the future to facilitate further growth and potential value accretive acquisitions;

23 • allow the Group to optimise its capital structure and further strengthen its balance sheet and profitability; • provide investors, both institutional and private, with an opportunity to participate in the income streams and future capital growth of the Group; • enhance the liquidity and tradability of the Ordinary Shares through a spread of investors; • allow for a mechanism for the attraction and retention of key management and staff via an appropriate share incentive scheme; and • increase the public profile and transparency of the Group’s businesses and thereby assist in unlocking new business opportunities, particularly in South Africa and internationally. Accordingly, the main purpose of this Pre-listing Statement is to: (i) provide investors with relevant information relating to the Group; (ii) communicate the strategy and the objectives of the Group; and (iii) set out the salient details of the Offer and the procedure for participating therein.

2. KEY STRENGTHS 2.1 Global demand for natural wild-caught fish from sustainable fisheries, allied with static production According to the World Bank the world’s population is projected to grow by an average of 1% per year until 2025. Supporting the natural demand from population growth is a global rise in demand per capita fish consumption. Per capita demand is projected to increase from an average of 20.2 kg in 2015 to 21.8 kg in 2025. This translates into a total change in absolute demand of 12.8 million tons. While global seafood production has grown by 31% from 126 million tons in 2000 to 166 million tons in 2014, the growth has come from aquaculture, with wild-caught supply remaining static at 93 million tons. Globally, changes in lifestyles, along with increasing urbanisation and levels of affluence across the world have seen increased demand for healthy protein in diets. Suppliers of wild-caught fish, an organic, low fat protein, are expected to benefit from these trends.

2.2 Market leading brands The Group has a number of market leading brands which are household names in their respective categories. According to Nielsen6, Sea Harvest is the number one seafood brand across leading retailers in South Africa by sales volumes with 36.7% market share in 2016. Woolworths, for which (since 1984) Sea Harvest packs frozen Cape hake and kingklip exclusively, makes up an additional 6.7% of the total domestic retail volume share. Sea Harvest’s products are available in more than 2 000 stores countrywide with significant brand equity. In 2016 the Icon Brands Survey, conducted in association with Target Group Index, identified the 39 most iconic brands in South Africa. The Icon Brands Survey is one of the largest of its kind in South Africa and covers 19 sectors, 163 categories and a multitude of brands. According to the 2016 Survey findings, Sea Harvest was the seventh most iconic brand in South Africa and the highest scoring seafood brand. The Group also holds the exclusive distribution rights in South Africa for Findus, the largest frozen food brand in Europe, and Quorn, the largest meat-substitute brand in the United Kingdom. Since 2012 these brands have grown into household brands in their own right. In 2012 Findus awarded Sea Harvest with their prestigious “Pea Trophy”, signifying Sea Harvest as the Findus Customer of the Year among all their international distributors.

6 Nielsen Data: Frozen Fish Category November 2016 YTD.

24 2.3 Broad and innovative range of products Sea Harvest’s fresh fish factory currently produces more than 100 products for local and international markets. In addition, the value-added factory produces around 60 additional products. The value added factory is capable of producing a broad range of sizes, cuts and coatings, which enables Sea Harvest to consistently innovate and produce consumer responsive products. Furthermore, Sea Harvest’s long-term and strategic relationship with Woolworths has enhanced innovation and product development. The Group has launched 25 new products in the last three years. Sea Harvest’s Oven Crisp Southern Style product was awarded Product of the Year in the Frozen Food category in 2015. Sea Harvest has a strong focus on new product development and the prestigious Product of the Year Awards provide testament to innovative product launches. Product of the Year uses a sample of over 3 000 households to test new product ideas and rank them in their various categories. In 2014 the Quorn Vegetarian Range was awarded the Product of the Year Award in the Vegetarian Frozen Meals category and in 2016 the Quorn Vegan Range was awarded the Product of the Year award in the same category.

2.4 Geographically diverse, long-standing international customer base The Group’s consistently high quality products and world-class business standards are reflected in the extensive track record of growing and fostering customer partnerships with leading international customers, some of whom have been purchasing from Sea Harvest for over 50 years. Sea Harvest supplies leading international retail brands like Nestlé, Findus and Pescanova and the Group co- packs for a selection of leading international retailers in Spain, Portugal, the Netherlands, Australia, Germany and Italy. Sea Harvest also markets its fish through strategic in-country agencies; some of these agency relationships date back several decades. Sea Harvest has very limited customer concentration risk as no single customer accounts for more than 10% of Group revenue.

2.5 Internationally reputable business selling a premium sustainable product that is difficult to substitute Cape hake is a recognised and desirable specie in international markets, with high levels of demand, particularly in developed European markets where it is traditionally consumed. Its reputation as a “boutique” species that is often requested by name means that it is difficult to substitute with other species. Sea Harvest’s international reputation as a credible supplier of sustainable products with customers is enhanced by its standing within the global industry. Both the South African Cape hake and the Australian Shark Bay prawn fishing operations are MSC certified, the international gold standard for sustainable wild caught fishing practices and a major differentiator in the markets where the species are sold. Sea Harvest is a founding member of the Groundfish Forum, the world’s leading industry whitefish forum, where it has a seat on its Council and membership of the board. Sea Harvest Group’s CEO also sits on the MSC board of trustees – the MSC is the world’s leading and most recognised wild caught seafood eco-label.

2.6 Experienced, incentivised management team Each key member of the executive management team has extensive experience in their various areas of expertise, with a number of them having been in the industry and/or with the Group for over a decade. Executive management have on average 13 years’ experience in the industry. The management team also has a successful track record of guiding the business through challenging times during the global financial crisis and facilitating the growth of the business. Furthermore, the executive management team has experience in implementing key strategic expansion projects, making cross-border acquisitions and integrating them successfully. Management interests are aligned to those of investors – post-Listing management will in effect retain approximately 2.4% ownership. Following the Listing, the Group will introduce a long- term share incentive scheme to further align management’s interests with those of shareholders, the salient features of which are set out in Annexure 15, ensuring that the management team is incentivised to deliver the Group’s vision and shareholder returns.

25 2.7 Vertically integrated businesses with well located, world-class facilities The Group’s business platforms extend across the entire value chain from fishing to sales with significant investments across the entire supply chain. The Group has a fleet of 23 vessels (with additional access to Vuna’s six vessels through the Vuna Exclusive Supply Agreement), with three processing plants (including the Vuna factory in Mossel Bay) and cold storage facilities strategically located close to the fishing grounds and deep-water harbours where the catch is off-loaded. Sea Harvest’s factories are accredited by key international organisations such as the BRC and the MSC, and locally by the NRCS. Further, the facilities enjoy accreditation by their key customers, including Findus, Nestle, Woolworths (Australia) and Woolworths (South Africa).

2.8 An industry with high barriers to entry The barriers to entry within the industry are high in South Africa and Australia, and particularity so within the South African Cape hake deep sea trawl sector. Participants in both the Cape hake and the Shark Bay fishery require fishing rights in order to catch the resource, which are long-term rights in South Africa and in perpetuity in Australia – those who do not have rights cannot fish commercially. In South Africa, participants have to show significant transformation credentials to retain and grow Fishing Rights allocations during the FRAP processes; Sea Harvest and SeaVuna were the highest scoring applicants in the 2016 horse mackerel and hake inshore trawl FRAP processes respectively, and the Group is well positioned ahead of the 2020 HDST FRAP. Vessels and factories require significant investment; a new factory freezer trawler costs in excess of R400 million and a new fresh fish trawler in excess of R120 million. The insured values of the Saldanha Bay facilities are in excess of R1 billion, and that of the fleet is more than R630 million. The level of investment required to develop the vertically integrated operations that Sea Harvest enjoys is considerable; without such integration a business cannot take advantage of the economies of scale available within the industry. The Group has continually invested in its factories and fleet to enhance its margins and increase operational efficiencies. Producers also require access to markets – Sea Harvest has the leading brand in South Africa, and long-standing relationships with customers throughout the world, as well as the accreditations and reputation for quality that reinforces these relationships.

2.9 Strong B-BBEE credentials Sea Harvest is a Level 2 B-BBEE contributor and one of the most empowered companies in the sector. The Group’s controlling shareholder is Brimstone, a black owned, black controlled and black- managed investment holding company that first acquired an interest in the Sea Harvest Group in 1998 and subsequently increased its shareholding in the Group to 85% over the years, with the balance of shares being held by a management trust and a broad-based employee ownership structure (before the Capital Restructure). Brimstone will remain the controlling shareholder post- Listing. Within the fishing sector empowerment credentials are crucial for the retention and potential growth of Fishing Rights. With projected voting rights of black Shareholders of over 73% post-Listing, the Sea Harvest Group complies with government’s objectives of transforming the fishing industry and is well positioned to retain and potentially increase its Fishing Rights as well as for making acquisitions where black ownership is a key element for the DAFF. Refer to paragraph 8 in section 1 of this Pre-listing Statement for more detailed information on the Group’s B-BBEE credentials.

2.10 A good platform for growth in Australia With a controlling stake in ASX-listed Mareterram and a strong management team in place, the Sea Harvest Group has a good platform and local knowledge to pursue acquisitive growth within the Australian fishing sector which is currently highly fragmented and has potential for consolidation. 2.11 Strong ZAR hedge Through its international customers, and through its acquisition of Mareterram in Australia, the Group has significant exposure to hard currency revenues, while the costs in its South African operations remains largely ZAR based. In 2016, 59% of its revenues were earned in hard currency, predominantly Euro and Australian Dollar.

26 3. GROUP HISTORY Sea Harvest was established in 1964 in Saldanha Bay on the west coast of South Africa by Spanish fishing giant Pescanova together with Southern Sea Fishing Company and Imperial Cold Storage (“ICS”). During the 1960s and 1970s, with the abundant supply of Cape hake in the West Coast waters, Sea Harvest focused on international markets, positioning Cape hake as a premium species. Success was achieved in Spain where the species (Merluza), also caught in Spanish waters, was already well established and in demand. In the 1980s Sea Harvest acquired the third largest Cape hake Fishing Rights holder, Atlantic Trawling Proprietary Limited. This transformed the Sea Harvest Group into one of the two largest vertically integrated deep-sea hake fishing companies in South Africa and, through economies of scale, allowed it to market and sell Cape hake all over the world. These gains were reversed in the late 1980s as sanctions were imposed on South Africa, restricting the Group’s ability to export its products. The Group focused on building its business locally and establishing the Sea Harvest brand in South Africa. Pescanova divested from the Group in the early 1990s with ICS increasing its stake to 62% and listing the Sea Harvest Group on the JSE. Post 1994, international markets re-opened allowing Sea Harvest to re-establish its export footprint. South Africa’s democracy also required transformation of the industry and black ownership took a central role. In 1998, Tiger Brands, the largest food-manufacturer in South Africa, acquired 100% of ICS, and subsequently delisted the Sea Harvest Group from the JSE. By 2004, Brimstone had increased its ownership in the Sea Harvest Group to 21% and in 2006, Vuna, a 100% black-owned fishing company and SeaVuna (owned by Sea Harvest) merged, with the Sea Harvest Group retaining a 49.81% interest in Vuna and the balance of 50.19% continuing to be held by Phambili & Spurious, a black-owned investment company. 2005 was a landmark year for the South African hake deep-sea fishing industry which operated in an environment where sustainability was becoming increasingly important in selling fish to international markets. The South African hake deep-sea fishery was the first hake fishery in the world to be awarded MSC certification for a period of five years. The fishery was re-certified in 2010 and 2015 for periods of five years. The MSC is the international gold standard for sustainable fishing practices in wild-capture fisheries, where the certification of a fishery is achieved through scientifically assessed principles which analyse resource health, resource governance and overall ecosystem impacts due to fishing. In 2009, in a ground-breaking B-BBEE deal that was the largest of its kind at the time, a black consortium consisting of Brimstone, Kagiso and senior management acquired Tiger Brands’ interest in the Sea Harvest Group. In 2014, a new management team was appointed and this was the start of a significant investment strategy to enhance the Group’s margins. During the period 2014 to 2016, the Sea Harvest Group invested c.R190 million on the acquisition and conversion of two factory freezer trawlers (capable of producing high margin export directed sea-frozen fillets) as well as c.R40 million in factory plant upgrades to improve business profitability. This was over and above annual refit and maintenance capex. In 2015, the Existing Shareholders facilitated the acquisition of 4.4% of the Group by the employees through the Staff Trust and in April 2016 Brimstone acquired Kagiso’s stake in the Group, increasing its shareholding to 85%. In July 2016, the Group established its first significant offshore presence through the acquisition of a controlling interest in Mareterram, thereby securing its route to market and establishing a platform for growth in a developed economy.

27 4. GROUP STRUCTURE The following diagram illustrates the structure of the Sea Harvest Group at the Last Practicable Date:

Sea Harvest Group Limited (SHG) Vuna Exclusive Supply Agreement

100.0% 100.0% 100.0%

Sea Harvest International Cape Harvest Foods Sea Harvest Corporation Vuna Fishing Company (Pty) Ltd (Pty) Ltd (Pty) Ltd (Pty) Ltd

55.9%

SeaVuna Fishing Company Mareterram Ltd (“MTM”) (Pty) Ltd (listed on the Australian Stock Exchange)

Desert Diamond Fishing 10.0% Company (Pty) Ltd

At the Last Practicable Date and post the Capital Restructure, Brimstone holds 92.9% of the Group with management and staff holding the remaining 7.1%. The investment in Mareterram is held through Sea Harvest International. The non-fish brands, Findus and Quorn, and the Sea Harvest retail factory shops, are held in Cape Harvest Foods. All Fishing Rights in South Africa are held or channelled through Sea Harvest Corporation. The Sea Harvest Group holds a 10% share in Desert Diamond which owns the MV Desert Diamond, a dedicated horse mackerel fishing vessel. The vessel catches and processes Sea Harvest’s horse mackerel quota. The Sea Harvest Group has an exclusive supply agreement with Vuna which has been illustrated in the diagram above. Vuna is a fully integrated fishing business operating from Mossel Bay on the southern coast of South Africa. Its business is the fishing of Cape hake, sole, monkfish, kingklip and other by-catch species and the processing and packing thereof in order to provide value-added chilled and frozen food products to foodservice customers throughout South Africa and abroad. Vuna has been enjoying a very high level of black ownership. With effect from 1 January 2017, the Company, in terms of the Vuna Disposal, disposed of its 49.18% interest in Vuna to VFG, to ensure that both Vuna and SeaVuna’s Fishing Rights are not adversely impacted by a reduction in the black ownership level of Sea Harvest following the Listing. VFG is a company owned by the Existing Shareholders and therefore enjoys a very high level of black ownership. VFG has secured a 10-year call option to acquire Phambili & Spurious’ remaining 50.12% interest in Vuna (the “VFG Option”) once the necessary regulatory approvals have been obtained, as more fully described in Annexure 14. In terms of the Vuna Disposal Agreement and the Vuna Option Agreement, the Company has secured a 10-year call option at its discretion to acquire from VFG all of the shares in the capital of Vuna (the “Vuna Option”), once the VFG Option has been exercised and once the necessary regulatory approvals have been obtained, as more fully described in Annexure 14. It is the intention of VFG and the Company to seek the necessary regulatory approvals so as to place them in a position to be able to exercise respective options, such that Vuna would become a wholly-owned subsidiary within the Sea Harvest Group in due course. At the time of the conclusion of the Vuna Disposal Agreement, and in terms of the Vuna Exclusive Supply Agreement, Vuna and SeaVuna undertake to sell all their fish to Sea Harvest Corporation for a period of three years, extendable for a further three years at the option of Sea Harvest Corporation on a cost plus basis. The impact of these transactions on the Sea Harvest Group is shown in the 2016 pro forma financial statements set out in Annexure 3. Details of the Vuna Exclusive Supply Agreement whereby it acquires, markets and distributes all Vuna’s fish are contained in Annexure 14.

28 5. INDUSTRY OVERVIEW 5.1 Global supply and demand for seafood According to Food and Agriculture Organisation of the United Nations, global seafood production grew by 31% from 126 million tons per annum to 166 million tons per annum during the period from 2000 to 2014, driven by significant growth in aquaculture, particularly in Asia, while global production from wild-capture fisheries has remained static at the 93 million ton per annum level. In 2014, aquaculture made up 44% of global seafood production, up from 25% in 2000. Seafood production is expected to be 21% higher by 2025, underpinned by further growth in aquaculture output which is forecast to reach 52% of total fishery production in 2025.

Total global fisheries production

Source: Food and Agriculture Organisation, The State of World Fisheries and Aquaculture, 2016

Groundfish share of wild-capture

Source: Groundfish volume data from the Groundfish Forum XXV, Hamburg, Oct 2016 and Food and Agriculture Organisation, The State of World Fisheries and Aquaculture, 2016 During the past six years’ global groundfish catches (which includes Cape hake and other species such as pollock, cod, haddock and hoki) have remained relatively stable at around 7 million tons per annum, equating to c.7.5% of total wild-capture production. The global groundfish catch is expected to remain stable with no dramatic forecasted increases in the coming years. The relative scarcity of wild-capture fish continues to drive demand for this product, particularly in developed markets. South African Cape hake accounts for about 2% of global wild-caught groundfish catches and is regarded as a very high quality “boutique” species that commands a premium in domestic and international markets. The demand for Cape hake is expected to remain firm, especially in traditional hake-consuming markets in Europe.

29 Total wild-capture groundfish (7 million tons)

Source: Paper from Groundfish Forum XXV, Hamburg, Oct 2016; Groundfishforum.com According to the World Bank the world’s population is projected to grow by an average of 1% per annum until 2025. The natural demand for food from a growing population will include a rise in per capita fish consumption. Global per capita demand is projected to increase from an average of 20.2 kg between 2013 and 2015 to 21.8 kg in 2025. This translates into a total change in absolute demand of 12.8 million tons.

Global population and population growth

Source: World Bank Health Nutrition and Population Statistics Population Estimates and Projections, World Bank, 2016 Supporting the natural demand from population growth is a global rise in per capita fish consumption as a result of the trend towards healthier proteins. Wild-caught seafood in particular is one of the last forms of organic, low fat protein available, and if wild-capture fisheries are managed in a sustainable way, they will continue to provide a perpetual harvest well into the future. Prices will continue to increase as demand will continue to exceed supply for wild-capture seafood. The Group’s key markets of Europe and Australia are forecasted to enjoy growth in per capita fish consumption, as set out below.

Per capita fish consumption

Source: Food and Agriculture Organisation, The State of World Fisheries and Agriculture, 2016 China’s consumption growth is expected to be fulfilled largely from industrial fish, pushing the developed world towards premium species, including Cape hake.

30 5.2 South African supply and demand for seafood The South African seafood market is dominated by hake and pelagic (anchovy, pilchards and horse mackerel) species. Pelagic species are of lower value and sales of these species are targeted at lower LSM consumers or to the fishmeal industry. Cape hake, however, is a high value fish which commands a premium in the local market due to its scarcity and strong brands and is targeted at higher LSM consumers. Cape hake is caught all year round with no seasonality. The supply of the species is tightly correlated to the availability of the resource and in order to maintain total catch for rights holders at a biologically and economically sustainable level, the DAFF sets the scientifically assessed TAC annually. Ideally, the TAC should be set at a level that allows the MEY and MSY to be achieved in the long term. In 2016, the hake TAC was at 147 535 tons, and has been as high as 156 000 in recent years.

TAC and Sea Harvest/Vuna allocation

Source: DAFF, Hake allocations 2016, Sea Harvest, SeaVuna, Vuna); Fisheries scientific guidance on TAC-2016 (Oct 2015), Oct 2014, Oct 2013, DAFF Status of the South African Fishery 2014 The Sea Harvest Group currently holds 25.2% of the TAC (equating to 37 183 tons in 2016), and has access to a further 3.1% of the TAC (equating to a further 4 493 tons in 2016) though the Vuna Exclusive Supply Agreement. In addition, the Group currently holds 5.9% of the horse mackerel TAC, the total TAC of which was 41 500 tons in 2016. Since the late 1970s, the Cape hake stocks in South Africa have been monitored using a collection of data integrated into a statistical model used to calculate the annual TAC. The commercial landings (the catches of marine fish landed in ports) of Cape hake have shown variability in the past 50 years where there was a considerable increase from the 1950s, peaking in the early 1970s at about 200 000 tons. This was followed by a substantial decrease to a low of around 80 000 tons in the 1980s mainly due to the decrease in foreign fishing in South African waters as South Africa declared its exclusive economic zone (“EEZ”) in 1977. Catches have been relatively stable since the 1990s with a rise to over 140 000 tons during the past decade. Frozen fish in the South African retail sector has relatively low market penetration when compared to other animal proteins like chicken or beef. Frozen fish (excluding fish fingers) has an estimated market penetration of c.35%. Frozen Fish Fingers has a market penetration of c.13%. This is a sector poised for growth as demand increases due to increased urbanisation, healthier lifestyle trends and higher disposable income levels. With significant market share and brand loyalty, and the capacity to bring innovative products to market, Sea Harvest is geared to support this growth and continue the legacy of its strong sea to plate provenance strategy.

Market penetration

Source: Consumer Panel Research 2012, Nielsen

31 Consumers of frozen seafood are still in the higher LSMs (LSM 7 – 10). As consumers become more affluent and move up the LSM chart, they aspire to eat healthier food and provide healthier options for their families. In a consumer panel study conducted by Nielsen in 2012, consumers in LSM 7 – 10 represented 63% of the frozen fish category with 26% in LSM 5 and 6 and only 11% in LSM 1 – 4. Consumers of frozen fish have higher disposable incomes and are less sensitive to higher prices when making protein purchasing decisions based on health benefits and quality for their families.

Typical LSM consumption by food category

Source: Consumer Panel Research 2012, Nielsen

5.3 Operating environment There are currently four large Cape hake players in the South African industry, where economies of scale exist, particularly within HDST, which are catching, processing and marketing Cape hake internationally. The export market requires capacity, flexibility and high processing standards for frozen fish while a strong brand presence and reputation is essential to attract retailers and customers. This requires high capital investments in vessels and factories.

Fishing rights allocation of top rights holders of Cape hake

Source: DAFF, Hake percentage allocations, 2016 (Sea Harvest, Vuna and SeaVuna) Sea Harvest has a strong presence in terms of quota share, market share and brand recognition. This together with the Group’s entrenched long-term relationships with local and international customers, some of which date back 40 to 50 years, place the Sea Harvest Group in an attractive position within the fishing industry.

5.4 Fishing rights application process (FRAP) – regulatory environment The marine living resources in South Africa are regulated by the government through the MLRA, which vests the Minister of the DAFF and his delegated functionaries with wide powers and responsibilities to ensure the orderly and sustainable exploitation and utilisation of marine living resources. Commercial fishing and fish processing is regulated by the granting of Fishing Rights in terms of section 18 of the MLRA, which are granted for a period of up to 15 years, as determined by the Minister of the DAFF at the time of their being granted. Fishing Rights are typically expressed as being a right to catch a portion of the TAC made available annually for commercial fishing in the particular fishery to which the rights relate. The TAC for each fishery is determined annually and varies based on scientific models and operational management plans which are used by the DAFF

32 to determine the MSY for the fishery. Rights holders obtain permits annually, which permit them to catch, land, and process the tonnage of fish available to them in the fishing season in question pursuant to their long-term right, and based on the TAC for that year. The Sea Harvest Group currently participates in the HDST and HM sectors through Sea Harvest Corporation and has an interest in the HIT sector through the Vuna Exclusive Supply Agreement. The Fishing Rights were allocated in the HDST sector in 2005 for a period of 15 years. Upon termination of the HDST rights on 31 December 2020 and the HM and HIT rights in 2031, the Group will re-apply for the rights under the respective FRAP. The allocation of resources by the state to applicants is governed by sector-specific policies for the sector. These policies set out objectives, criteria and considerations that will guide the allocation, evaluation, and management of Fishing Rights in the fishery. The most recent FRAP, concluded in the HM and HIT sectors, where the Group and SeaVuna scored the highest out of all of the applicants in both sectors, demonstrates the exemplary work that the Group is doing with regards to transforming the industry and creating employment in rural communities in Saldanha Bay where the Sea Harvest Group is the largest employer and in Mossel Bay (through its relationship with Vuna). The assessed criteria in both sectors were as follows: Weighting Criteria Description HIT HM Transformation The applicant had to illustrate that during the duration of 25 35 their Fishing Rights they have: progressed black ownership within the entity; contributed to dividends for black shareholders; ensured that their employment equity profile reflects the demographics of the area in which they operate; contributed to corporate social investment; contributed to local area development through having operations and creating employment in critical regions; practised affirmative procurement policies with suppliers; assisted other entities in enterprise development; added value to the fishery and contributed to skills development for their staff allowing them to empower themselves and develop critical skills. Compliance The applicant had to declare any compliance contraventions 10 10 within the regulatory framework in the fishing industry during the duration of their Fishing Rights. Access to a suitable The applicant had to illustrate to the delegated authority that 20 15 vessel they have the means in which to exploit their Fishing Rights should they be successful, either through vessel ownership, joint ventures or share and catch agreements with other parties. Fishing performance The applicant had to show to the delegated authority that they 20 5 have effectively exploited the Fishing Right allocated to them at the last FRAP, if they participated previously in the fishery. Job creation The applicant had to illustrate to the delegated authority the 10 30 number of jobs created due to their ability to exploit their previous right. Furthermore, in order to create sustainable employment in the industry, applicants had to show the benefits given to their employees in the industry such as pension and medical aid. Applicants details and The applicant had to illustrate that they were either a South 15 5 form of the applicant African citizen or registered entity along with their relative experience in the fishing sector. Total 100 100

33 In being assessed along these criteria, the Group and SeaVuna scored the highest in the HM and HIT sectors respectively, where Sea Harvest scored 89.72 in the HM sector and SeaVuna scored 98.68 in the HIT sector.

5.5 Australian seafood and prawn industry With a global reputation for excellence, quality, sustainable and environmentally friendly production, the seafood industry in Australia is well positioned to capitalise on the growth in global demand for seafood and consumers who are increasingly conscious of the sustainability of fisheries. The value of Australian fisheries production is dominated by high value species such as rock lobsters, salmon, prawns, tuna and abalone. Most of Australia’s prawn production is consumed domestically and sourced predominately from wild-catch fisheries with the remainder produced by aquaculture. The main species targeted in the wild-capture fisheries are the tiger, banana, western king and eastern king prawn varieties. The SBPMF is located in Shark Bay, Carnarvon, Western Australia and is managed by the ADF under several pieces of legislation and associated regulations. The SBPMF is subject to an input control management system designed to ensure the sustainability of the fishery, maximise the size of the prawns at capture, ensure the maintenance of breeding stocks and minimise environmental impacts of the fishery. The SBPMF is certified by the MSC as a sustainable fishery. Mareterram holds 10 of the 18 licences within the SBPMF, making it the largest single operator in the fishery, permitting their fleet to target tiger and king prawns and retain several by-catch species. The high regulatory requirements effected by the Australian commercial fishing industry act as a natural barrier to entry, with rights being issued in perpetuity. The fishing industry is fragmented with the majority of operators being sole proprietors. In line with global trends, demand for seafood in Australia (including prawns) exceeds the natural supply from wild-caught fisheries. The development of export markets in the Asia-Pacific region has boosted exports over the last five years as demand for Australian wild-caught products grows due to increasing affluence. China is expected to help drive global demand for seafood over the next five years, supported by the China-Australia Free Trade Agreement which was formally signed in June 2015. Tariffs on all Australian seafood exports to China are set to be gradually eliminated over the next four years; this includes the up to 8% duties levied on prawns. Domestic demand for seafood is expected to rise over the next five years due to population growth, income growth and healthier eating trends.

6. PRODUCTS AND MARKETS The Sea Harvest Group’s markets are diverse, across geographies, currencies, sales channels and customers. Every type of product, whether frozen at sea or on land, has various market options. The diversity of markets reduces the dependence on any single customer or sales channel and catches can be diverted to other channels as required. Broadly, the Sea Harvest Group’s sales channels are categorised into four general categories namely; • Exports (SA operations); • Domestic Retail (SA operations); • Domestic Foodservice (SA operations); and • Mareterram (Offshore operations).

34 The Sea Harvest Group’s revenue mix FY2016

Source: Management information

6.1 Exports (47%) – SA Operations Sea Harvest has been exporting premium Cape hake, monkfish and kingklip since its inception in 1964. Currently Sea Harvest exports to 22 countries around the world in five currencies. Its primary export markets are in Western Europe, Australia, North America and the UK. Sea Harvest supplies leading international foodservice and retail customers and packs for a selection of leading international brands. Sea Harvest markets its products internationally under the Sea Harvest, Cape Haddie and High Seas brands. Sea Harvest’s export business has increased significantly and more than doubled in revenue since 2011. The market mix has also changed in line with Sea Harvest’s strategy.

Export Revenue Split by Geography – 2011

Source: Management information

35 International Revenue Split by Geography – 2016

Source: Management information

Southern Europe is a key market for Cape hake and represented 61% of Sea Harvest’s export revenue in 2016, up from 51% in 2011. Export revenue from southern Europe more than doubled during the last five years in real terms. Southern European countries such as Spain, Portugal, Italy and France are very traditional markets for Cape hake – Spain is one of the largest consumers of hake in the world. Cape hake is commonly known as Merluza (Spain), Merluzo or Nasello (Italy), Pescada (Portugal) and Merlu Blanc du Cap (France). Sea Harvest’s links to Spain, Portugal and France began with one of its founding shareholders in 1964, a relationship that continues to this day, and has grown to encompass other distributors on the Iberian Peninsula. Sea Harvest’s relationships in Italy date back more than forty years, where Sea Harvest packs products for leading retail brands and selected foodservice customers. In Italy “Merluzo” or “Nasello”, depending on the region, is an indispensable part of the seafood offering. The popularity of Cape hake in northern European markets such as Germany and the Netherlands has grown significantly due to the MSC certification. The MSC certification has given Cape hake greater access to these markets, especially in the retail sector where the blue MSC eco-label is recognized by well-informed consumers. Cape hake as a specie is becoming increasingly entrenched in northern Europe as a popular and highly valued whitefish option. Northern European countries represented 16% of the Group’s international revenue in 2016. While the proportion of export revenue to northern Europe remained on par with 2011, revenue in real terms nearly doubled with a 97% increase over this period. Sea Harvest’s association with Australia dates back to 1964. The first export sale to Australia was made to CMG, who have been Sea Harvest’s exclusive foodservice distribution agents in Australia until their foodservice division was sold to Mareterram in 2015. Mareterram supplies foodservice customers across Australia through its offices in Perth, Melbourne, Sydney and Brisbane. 16% of Sea Harvest export revenue was generated from sales to Australia in 2016. While this is a reduction in the proportional split from 2011, revenue grew by 28% in real terms. There is growth potential in this market with a more diverse basket of Cape hake and by-catch products from South Africa. Other markets in the above chart include the United States and Canada, the United Kingdom, Asia, the Middle East, Mauritius and exports to other countries in Africa. The combined revenue from these markets represents 7% of Sea Harvest’s export revenue. The growth in these markets is restricted by supply but maintaining a strategic presence as a strategic beachhead may offer the Group opportunities to capitalise on potential future growth. The outlook on price increases remains positive. With demand exceeding supply and a broad portfolio of customers across numerous jurisdictions, fish can be channelled to customers offering the highest return. Furthermore, in October 2016 a new EPA was signed between the EU and SADC countries. Under the EPA, South Africa gains improved access into the EU for a wide range of agricultural products, including seafood. The fisheries sector will be liberalised for the first time under the EPA. The liberalisation schedule will be phased annually over a period not exceeding nine years and will see

36 duties of 4.5% up to 12.5% being reduced to zero. Some import duties into the EU on a range of products have already been annulled or reduced since 10 October 2016. All South African Cape hake, monkfish and kingklip exporters will benefit through the new EPA over the next six years.

6.2 Domestic Retail (21%) – SA Operations As the leading seafood brand in the South African retail market, Sea Harvest’s products are available in more than 2 000 stores around the country. In 2016 the Icon Brands Survey, conducted in association with Target Group Index, identified the 39 most iconic brands in South Africa. The Icon Brands Survey is one of the largest of its kind in South Africa and covers 19 sectors, 163 categories and a multitude of brands. According to the 2016 Survey findings, Sea Harvest was the 7th most iconic brand in South Africa and the highest scoring seafood brand.

According to Nielsen, Sea Harvest is the number one selling seafood brand across leading retailers in South Africa by sales volume with a 36.7% market share during the year to date November 2016. Woolworths, for which Sea Harvest packs frozen Cape hake and kingklip since 1984 exclusively, makes up an additional 6.7% of the total domestic retail volume share. Sea Harvest’s share of the plain hake category during the same period was 47%.

37 Sea Harvest’s domestic frozen fish retail market share

Source: Nielsen, November 2016, year to date by volume For many years Sea Harvest was the market challenger in the domestic retail frozen seafood category, largely due to its initial focus on growth in the export markets. During 2008 Sea Harvest adopted a strategy to unseat the market leader and become the leading seafood brand in the country. Sea Harvest’s efforts to offer a high-quality product with strategic promotions, guerrilla marketing tactics and a focus on the brand proved successful. The market share pattern began to shift with Sea Harvest emerging as the new market leader during the second half of 2009 and maintaining a clear market leadership position for several years. In 2015 Sea Harvest started focusing more on above-the-line marketing and for the first time in seven years produced and aired a television commercial with a strong focus on the company’s provenance (Saldanha Bay), expertise, authenticity, sustainability and catch effort. All print advertising and point-of-sale material in store used the same imagery from the television commercial to reinforce the effect of the commercial and to build on the values of authenticity, catch effort and sustainability.

Price Inflation: Frozen fish in South African retail (price/kg)

Source: Nielsen Prices of frozen fish in the domestic retail market have increased by 35% across the basket of products during the last three years, due to increased costs of production and higher demand in the export and food service markets. Demand is expected to continue to increase in the domestic market due to the trends towards healthier lifestyles and a relatively low level of market penetration. Sea Harvest also offers innovative products to the domestic market that are difficult for competitors to replicate. Woolworths South Africa has been a leader on the presentation and merchandising of food in the South African landscape and their quality and product offering is equivalent to the best in class

38 worldwide. Sea Harvest is one of the largest single perishable product suppliers to Woolworths. The relationship with Woolworths drives innovation in the frozen seafood category and Sea Harvest remains at the forefront of new product development. Consumers of frozen seafood are still in the higher LSM’s (LSM 7 – 10). As consumers become more affluent and move up the LSM chart, they aspire to eat healthier food and provide healthier options for their families. In a consumer panel study conducted by Nielsen in 2012, consumers in LSM 7 – 10 represented 63% of the frozen fish category with 26% in LSM 5 & 6 and only 11% in LSM 1 – 4. High LSM consumers represented 66% of Fish Finger consumers with 26% in LSM 5 & 6 and only 8% in LSM 1 – 4. Consumers of frozen fish have higher disposable incomes and are less sensitive to price when making protein purchasing decisions based on quality and health benefits for their families. Low market penetration of frozen fish in South Africa presents an opportunity to grow volume in the domestic market with the right product mix. Market penetration relates to the percentage of households purchasing a specific product at least once during the time period within a defined study period. At the time of the Nielsen study in 2012 only 35% of sampled households had purchased frozen fish during the defined time period and only 13% had purchased fish fingers. Nationwide distribution and in-store merchandising functions are outsourced to Vector Logistics, a specialist frozen third-party logistics service provider that is part of the RCL Food Group. Vector Logistics’ services to Sea Harvest’s retail business include refrigerated primary transport from Saldanha Bay, bulk cold storage in three facilities in the Western Cape, Gauteng and Kwa-Zulu Natal, sales and merchandising in stores nationwide as well as managing the debtors’ book for retail accounts.

6.3 Domestic Foodservice (20%) – SA Operations The Sea Harvest foodservice division supplies seafood products to a wide variety of customers in South Africa including QSRs, hotels, restaurants, the catering industry and independent traders. Foodservice sales include all domestic sales outside of mainstream retail. As an iconic South African seafood brand, Sea Harvest’s branded products are highly sought after in the catering and hospitality market. Besides producing and distributing a wide variety of Cape hake and by-catch products including frozen fillets, fresh fish and coated portions under the Sea Harvest brand, Sea Harvest is also one of South Africa’s largest importers and distributors of frozen seafood products from well-established, reputable suppliers. Imported products include prawns, squid, mussels and salmon among others. Chilled H&G or filleted Cape hake and kingklip and a variety of by-catch species are supplied from fresh landings and form an important part of the foodservice offering in the local market. Fresh fish provides high returns with a very short working capital cycle and is difficult to replicate. The exclusive supply agreement with Vuna will allow Sea Harvest to increase the volumes of its fresh fish offering. This business has shown significant growth during the past six years with turnover more than doubling since 2010.

39 Domestic Seafood Service Revenue Growth

Source: Management information

6.3.1 Agencies Cape Harvest was established to represent Sea Harvest’s food businesses and leverage Sea Harvest’s experience in key accounts management and relationships in the domestic retail market and its core competency and supply chain infrastructure to bring new brands to market. These agencies would be a test case for moving into other foods besides frozen seafood. Cape Harvest is the exclusive agent in Southern Africa for two premium international food brands; Findus, one of Europe’s largest frozen food brands, and Quorn, a leading vegetarian meat replacement brand from the UK. 6.3.1.1 Findus Findus is the leading frozen food manufacturer in the Nordic region with market leadership in each of the frozen ready meals, fish and vegetables segments in Sweden, Norway and Finland. Owned by a leading European food company, Nomad Foods, Findus has a robust presence in both the UK and the rest of Europe. Sea Harvest has been exporting fish to Findus for more than 40 years. Due to the joint expertise in the frozen foods industry and the synergies enjoyed, the view was that some cooperation would lead to both companies enjoying further business growth opportunities. Findus first approached Sea Harvest in 2011 to enter the South African market and in 2012 Sea Harvest successfully launched Findus branded frozen vegetables and ready meals in South Africa through Pick n Pay. Today Findus has a range of 14 frozen vegetable products in South Africa which include Swedish peas, carrots, mixed vegetables and stir-fries. Findus has points of difference in product quality with an emphasis which is based primarily on taste, food safety and agricultural sustainability. Findus products sell at a premium over all of its competitors in the category and consumer research conducted in 2016 showed Findus consumers to be very loyal to the brand, understanding the value offering. More product information is available at www.findusfoods.co.za. 6.3.1.2 Quorn Quorn is one of the world’s leading brands of healthy, sustainable and delicious meat-free alternatives. Quorn produces an extensive range of meat-free products – from mince to burgers and chicken pieces – that taste remarkably like meat.

40 There is a trend in the South African market towards meat-free products with a rise in vegetarians and vegans. Quorn is a low fat and healthy option and also appeals to health-conscious food lovers and weight-watchers. The secret is an ingenious microorganism called Mycoprotein, found at the heart of all Quorn products. Mycoprotein is a healthy vegetarian protein that is an excellent source of dietary fibre, is low in fat and saturates and contains no cholesterol or trans-fats. It also adds an unparalleled “meat like” texture to food, without the use of soy. This progressive new product is unique to any other meat- free, high-protein ingredients currently available in the world. This iconic food brand is the leading meat alternative brand in 13 international markets including the UK, USA and Australia. Sea Harvest successfully launched Quorn products in South Africa at the end of 2013 and today offers 13 meat-free, soy free vegetarian meal options of which four options are 100% vegan. Products include chicken-style pieces, mince, traditional burgers, meat-balls, nuggets and schnitzels. In 2016 Quorn won the Product of the Year award in the Vegetarian Foods category, further helping the brand to gain consumer awareness. Quorn is currently the 2nd largest brand in the frozen vegetarian foods category. The growth of the brand has been consistent since launch, especially with the introduction of the vegan range of products in 2016. More product information is available at www.quorn.co.za.

6.3.1.3 Retail factory shops Sea Harvest owns and operates seven of its own retail factory shops in South Africa with five in the Western Cape and two in Gauteng. The retail factory shops are an extension of the Sea Harvest brand and are an important touch-point for consumers with the brand. The original shop was a factory shop in the true sense of the word and was located at the entrance to the Saldanha Bay factories. The shop sold a variety of Cape hake and by-catch products that were not intended for mainstream retail. This attracted customers from a wide geographical area due to its value offering. In 2010 it was decided to expand on the concept of the factory shop attached to the production facility in Saldanha Bay in order to extend the reach and bring the concept closer to customers. The first Sea Harvest branded fish shop was opened in Vredenburg, 15 kilometres away from the original shop in order to facilitate logistics and for ease of trial. The second Sea Harvest branded fish shop was opened in Gauteng, and proved to be successful due to strong brand recognition. Products carried by the branded fish shops include a wide variety of locally caught and processed Cape hake and by-catch products as well as a wide range of imported seafood products The concept of the branded fish shops will expand at a targeted rate of two to three shops per year. 6.4 Mareterram Sea Harvest has been exporting to Australia since its first year of operation in 1964, through CMG’s foodservice division (later acquired by Mareterram). Mareterram was in the process of acquiring Nor-West Seafoods, a MSC certified prawn and scallop fishing business operating out of Shark Bay in Western Australia. Mareterram’s purchase of CMG’s foodservice division provided vertical integration and much-needed supply chain synergies. In December 2015, Sea Harvest novated its exclusive distribution agreement with CMG to Mareterram, and acquired an initial 19.9% of the company. The investment allowed Sea Harvest to increase its Australian market share and presence in this key export market in a hard currency and further allowed the Company to diversify its product offering and earnings. Sea Harvest increased its shareholding in Mareterram to 55.9% in July 2016.

41 Mareterram’s foodservice division is an importing and trading business which sources products from international producers and local manufacturers and sells to wholesalers, distributors, retailers and end-users in the foodservice sector. The foodservice division trades approximately 8 000 tons of products annually, with established networks and a sales presence in Western Australia, New South Wales, Queensland and South Australia and also services a number of customers in the Australian Capital Territory and Northern Territory. The Shark Bay prawns, scallops, crabs and by-catch products are an excellent complement to the Sea Harvest Cape hake range of products and Mareterram can leverage the customer base to sell prawns to traditional hake customers and vice versa.

Mareterram’s Split of Catch

Source: Management information

6.5 Customers Sea Harvest has a diverse, international customer base that generates 59% of the Group’s revenue in hard currency across 22 countries. The customer base has limited concentration risk as no single customer accounts for more than 10% of revenue. The top ten customers account for 52% of Group revenue. Of these customers, six are international and four are domestic customers. Top 10 customers by revenue: % of Rank Customer Geography Channel Currency turnover 1 International Italy Retail Euro 9% Customer 2 SA Retailer 1 South Africa Retail: Sea Harvest ZAR 7% Brand 3 SA Retailer 2 South Africa Retail: Sea Harvest ZAR 7% Brand 4 International Portugal Foodservice Euro 5% Customer 5 Mareterram Australia Foodservice & AUD 5% Retail 6 International Spain Foodservice Euro 5% Customer 7 Local Foodservice South Africa Foodservice ZAR 5% 8 International The Netherlands Foodservice Euro 3% Customer 9 SA Retailer 3 South Africa Retail ZAR 3% 10 International Germany Retail Euro 3% Customer Source: Management information

42 In South Africa, Sea Harvest supplies all the major retailers and has a sizable foodservice business (accounting for c.50% of the company’s domestic revenue). The two largest South African retailers each contribute 16% of domestic revenue.

Domestic customer spread

Source: Management information

7. OPERATIONS Sea Harvest Group catches, processes and markets various seafood products.

7.1 Fishing 7.1.1 Overview The Sea Harvest fleet profile has changed markedly over the past 15 years, the catalyst being the arrival of the factory freezer trawler, Lindiwe, from Norway in 2001. After its conversion, equipped with a high tech factory processing deck, the vessel represented a new approach to fishing technology and technique as well as factory deck design philosophy. This and other similar vessels acquired from abroad in the years that followed, required specialized fishing and engineering skill sets which through a transfer of skills programme from key foreign personnel, successfully raised the level of competence of the locally appointed sea going crew. Significant investments made in vessels in recent years include the purchase of the factory freezer trawler Atlantic Peace for R130 million in 2014 from Bremerhaven in Germany. This was followed in 2015 with the conversion of a fresh fish trawler to a factory freezer trawler, a R60 million project on the Atlantic Hope which included a state of the art processing deck and the fitment of a new powerful main engine. Deep sea bottom trawling operations generally follow the contour of the continental shelf in waters ranging from 300 to 800 metres deep and extending out as far as 300 kilometres from the southern tip of Cape Agulhas. The trawl footprint extends from Hondeklip Baai on the North West coast to the fishing grounds off Port Elizabeth on the South East coast. The Group’s current fleet of deep sea trawlers comprises factory freezer trawlers producing a final packaged product ready for market; and fresh fish trawlers delivering H&G fish on ice to the processing facilities on shore, as set out in the following table:

43 No. of No. of Insured freezer fresh fish value Company Area of operation Sector trawlers trawlers (R’m) Sea Harvest >110m depth on south Deep sea 4 8 531 Corporation and west Hake coast of SA Vuna >110m depth on south Deep sea – 2 18 and west coast of SA Hake SeaVuna East of 20 degree E Inshore Hake – 4 18 longitude on south and Sole coast of SA Mareterram Shark Bay, Western Prawn 11 – 67 Australia Total 15 14 634

Source: Management information

7.1.2 Factory freezer trawlers By far the most capital intensive, the factory freezer trawlers catch, process and freeze Cape hake and assorted by catch species into a range of FAS products primarily for export markets. These include skinless, bone in and boneless hake fillets, H&G hake, by-catch, monkfish tails and fishmeal. Trip lengths span 25 to 45 days depending on the vessel. The crew complement ranges from 28 to 76 members.

7.1.3 Fresh fish trawlers Fresh fish vessel catch strategy is primarily based on maximizing catch at lowest cost and preserving the inherent fish quality of the catch throughout the on-board processing and duration of storage, for maximum value extraction in the production facility on land. Trip lengths range from four to seven days dependent on fishing conditions with landed volumes of between 50 to 80 tons per voyage. The eight fresh fish trawlers can be broadly described in two categories: i) Four large, powerful and well equipped vessels capable of fishing in deep waters and strong currents particularly prevalent on the South East coast during the summer months. On-board slurry ice plants ensure that the catch is chilled from the time it is brought on board, through the heading, gutting and cleaning process until it is layered with ice in bins or tubs in the storage hold. ii) Four smaller fresh fish vessels with limited engine power and complexity and a low overhead cost structure. Though less complex than the larger vessels, the focus on delivering quality fish to the factories remains unchanged. Fresh ice is loaded on board the vessels before each fishing voyage. The catch that is brought on board is cleaned, headed and gutted after which it is layered with the ice in bins in the storage hold. Given the reduction in TAC in 2017 and the catch plan ensuring maximum utilisation of the freezer fleet, a surplus of fresh fish vessel capacity is anticipated. Potential surplus vessel capacity requiring the temporary layup of vessel/s due to an increase in catch rates or a reduction in catch volume, would inevitably be directed at the smaller fresh fish vessels

7.1.4 Vuna and SeaVuna trawlers The six Vuna and SeaVuna vessels operate out of the port of Mossel Bay on the south coast and, dependent on vessel length, engine horsepower and a number of fishing area/depth restrictions, operate in either the hake deep sea sector or the inshore hake and sole fishery.

44 Vessels land fish fresh on ice for further processing in the shore-based facility situated in Mossel Bay, which is made available to Sea Harvest in terms of the Vuna Exclusive Supply Agreement.

7.1.5 Prawn trawlers The Mareterram prawn trawler fleet of 11 freezer trawlers operates out of Carnarvon, Shark Bay in Western Australia, and targets western king prawns and brown tiger prawns. The fishery is based on an input control management framework which includes permanent and temporary closed areas, spatial and temporal controls (including moon closures), to manage fishing effort and achieve sustainability objectives. Fishing takes place within the confines of Shark Bay in water depths of 10 to 40 metres and given the relative low volume nature of the fishery, demands smaller vessels with excellent catching efficiencies and a low cost base. Recent investment in the 11th prawn trawler allows technical management to conduct ongoing rotational vessel refits during the fishing season whilst the other 10 vessels are active in the fishery. In addition to this benefit, the company owns the dry docking slipway facility on site which substantially reduces refit cost and provides an opportunity to offer technical services to other operators in the Shark Bay area. The FAS product range includes king and tiger prawns which are graded by size, plate frozen and packed into 5 kg cartons for the local and export market. In addition, Mareterram has an allocated crab and scallop quota which significantly enhances landings value. Trip lengths are in the region of 22 days, whereafter the fleet returns to port to offload at the start of every full moon closure of the fishery. Product is shipped from the cold store on site direct to market.

7.2 Processing The Sea Harvest Group’s fresh fish processing plant in Saldanha Bay and the Vuna processing plant in Mossel Bay are built on deep water quays, which enables the fishing trawlers to berth alongside the quay and off-load directly into the factories, essentially becoming part of the production lines. The factories are strategically located in these harbours to ensure they are in close proximity to the traditional fishing grounds of the southern and west coasts of South Africa. The factories operated by the Group have received numerous international accreditations, including accreditations from the NRCS, the FDA and the BRC. The Group is an approved supplier to the EU and supplies the following brands amongst others: Woolworths (South Africa), Woolworths Select (Australia), Nestle and Findus (Europe). A multi-disciplinary experienced operations team with international experience in fish processing co-exists with a strong technical and new product development team to ensure focus on continuous improvement and remaining pertinent in both local and international markets.

7.2.1 Fresh fish processing The two fresh fish factories at Saldanha Bay and Mossel Bay are fitted with world class equipment enabling them to produce a wide range of fresh and frozen fish products such as fillets, loins, steaks and portions that are either plate frozen, blast frozen or IQF for retail and foodservice markets around the world. The Sea Harvest factories produce more than 100 products. The two fresh fish processing facilities have a capacity to process c.30 000 tons of hake per annum and employs c.2 000 people. By-catch such as monkfish, kingklip and sole are also further value-added in these factories for local and international markets. The land-based fresh fish processing plant in Saldanha Bay is estimated to have c.25% excess capacity after the implementation of the re-engineering project in 2016. Additional processing lines and equipment can be added, as Sea Harvest has the space and equipment available.

45 7.2.2 Added value processing Sea Harvest’s added-value processing plant in Saldanha Bay produces a wide range of products that are coated, battered, crumbed, sauced or char-grilled to customer specifications. The production facility has the capacity to produce 10 000 tons of finished products per annum and employs c.300 people. The added value plant in Saldanha Bay is estimated to have c.25% excess capacity after the implementation of the factory optimisation project in 2016. Three production lines were consolidated into two lines without substantially reducing output volumes. Space is available to recommission the third line and equipment is available to increase the output volumes of existing product formats.

7.2.3 Factory optimisation Beginning at the end of 2015 and completing mid-2016, a strategic project was implemented to optimise the fresh fish and added-value operations in Saldanha Bay. The project facilitated a number of changes which included the enhancement of the quality of the fish, yield improvement by improving the return per gram of hake produced and a labour efficiency improvement. These changes enabled the factories to improve the efficiencies of its production facilities and to ultimately lower the cost of manufacture. This was aided by the installation of performance measurement tools, planning dashboards and re-alignment of the costing methodologies.

8. BROAD-BASED BLACK ECONOMIC EMPOWERMENT B-BBEE is an integral driver of economic and social transformation in South Africa. It is furthermore an imperative for access to Fishing Rights, both through FRAPs and in relation to the approvals required from the DAFF for any acquisitive transactions in the South African fishing industry. As such, economic and social transformation generally, and black economic empowerment more specifically, is an integral component of the Group’s strategy and ethos. The DAFF’s aim is to develop, manage and co-ordinate sector transformation and gender, mainstreaming policy and strategy in line with the government objectives for the Agriculture, Forestry and Fisheries Sectors through the allocation of Fishing Rights to applicants who assist in achieving this objective. The Group’s approach to transformation is an integrated approach which has long been in place since the late 1990s when Brimstone acquired 11% of the Group. This was enhanced in 2006 when the Group, together with a black fishing company from the Eastern Cape, created SeaVuna. The seminal moment in the Group’s transformation was the buy-out of Tiger Brands in 2009 by a black consortium led by Brimstone. Since then the Group has worked to ensure that it supports government’s objectives of transforming the industry through black ownership, skills development, job creation in rural fishing centres and creating maximum value. The Group’s integrated transformation approach is supported by its strong performance in all five main scorecard elements in the B-BBEE Codes, namely: Ownership, Management Control, Skills Development, Supplier & Enterprise Development and Corporate Social Responsibility. The Group’s integrated approach to B-BBEE implementation and overall transformation has yielded sustainable results illustrated by the Group’s continued progression and improvement on their B-BBEE scorecards and their most recent performance in the 2016 FRAP, where the Group scored the highest in the sectors in which it applied. The latest results for Sea Harvest in the 2016 B-BBEE Scorecard reveal a slight overall increase under the latest B-BBEE Codes – 96% in 2015 to 98% in 2016 and the Company has successfully retained its status as a Level 2 Contributor and the Group continues to be one of the most empowered companies in the sector.

8.1 Ownership At the time of the allocation of Sea Harvest Corporation’s HDST rights in 2005, the Group had black ownership of c.30%. Since then and in-line with government’s requirements on improving its black shareholding, the Group has consistently improved its black ownership to its current level of c.91%. The Group’s majority shareholder is Brimstone, a black owned, black controlled and black managed JSE-listed investment company with an 85% shareholding in the Group prior to the Capital Restructure and the Listing.

46 The Staff Trust was established in 2014 and provides employees with an opportunity to share in the ownership of the Group. The Staff Trust holds 4.37% of the Group prior to the Capital Restructure and the Listing.

8.2 Management Control The Sea Harvest Group strives to develop a diverse workforce and achieve equity at all levels of the organisation by means of recruitment, promotion, succession planning, retention strategies, cultural transformation and effective diversity management. Central to government’s ambitions of a transformed fishing industry is to have rights holders’ workforces represent the demographics of South Africa at all levels of employment. Sea Harvest Corporation currently employs 2 400 people, of which 97% are black, 34% are African black, and 55% are previously disadvantaged women, and is compliant with the required Economic Active Population from the Department of Labour for historically disadvantaged individuals. Sea Harvest Corporation’s overall historically disadvantaged employee statistics from 2005 to 2016 for its top, senior and middle management has transformed in-line with government’s expectations. In 2005, 48% of its top, senior and middle management were previously disadvantaged and in 2016 this number has improved to 72%.

8.3 Skills Development The Sea Harvest Group believes that investing in skills training that leads to meaningful career growth opportunities for its employees is vital for the growth of the Group. It is actively involved in skills development by means of development programs, on the job training, internships, mentoring, coaching and support of employees. The Group believes in a comprehensive approach to people development and it recognises its duty to assist the community on the West Coast by providing training to its employees and career opportunities to the community through learnerships, cadetships and apprenticeships. Since 2006 the Company has spent in excess of R75 million on skills development through training and learnerships for its staff and the community to ensure its staff and the community are given an opportunity for growth.

8.4 Enterprise and Supplier Development The Sea Harvest Group has a long history of supporting small black suppliers and enterprises that support or participate in the fishing industry. The Group recognises its role in assisting government and is committed to developing smaller black businesses and supporting its black suppliers in promoting transformation within the fishing industry and specifically in the local smaller business community in which it operates. To this end, the Sea Harvest Group contributes to various initiatives to support and enhance the operational- and financial capacities of smaller businesses to ensure sustainability and continued supply of quality goods and services. This began in 1996, with the introduction of Vuna into the fishing industry through a joint venture with the Group whereby the Group assisted Vuna with catching capabilities. The relationship between Sea Harvest and Vuna has evolved and grown into a strong business that provides employment and local area development in Mossel Bay and adds value into the fishing industry. The success of the joint venture with Vuna has seen Sea Harvest seek opportunities where the model first adopted over 20 years ago can be replicated with new black fishing companies. The Company’s support also extends to suppliers to industry where the Group’s practices saw it spend over R430 million in 2016 in purchasing from majority black-owned suppliers and developing black medium-to-small enterprises along the rural west coast region spending over R66 million in 2016.

8.5 Corporate Social Responsibility Through its CSI vehicle, the Sea Harvest Foundation, the Company has invested a significant amount of funds in various projects and initiatives in the areas of sport, education, health, business and social development throughout the West Coast area.

47 Over the years Sea Harvest has displayed an appreciation and responsibility to the community which it operates in. From donations of fish and non-perishable products to financial contributions, Sea Harvest continues to seek opportunities to enhance the growth, development and empowerment of Saldanha and the broader West Coast community. The success of the Company’s partnership with the Department of Social Development continues to grow and reap rewards for the community with support services now being offered at a number of new venues throughout Saldanha Bay. In addition to its support of the local communities, Sea Harvest’s annual Kids for Kids campaign has for a period of seven consecutive years raised funds in support of the Children’s Hospital Trust. This four-month campaign which runs from November – February every year sees a portion of the sales of selected coated Sea Harvest products donated to the Trust. In another important CSI initiative, Sea Harvest has engaged in a partnership with Siyabonga, a non-governmental organization (“NGO”) for persons with disabilities. In order to support Siyabonga with servicing their monthly running costs, Sea Harvest aids them in supplementing their income by supporting their income generating projects. This project keeps 30 persons with disability gainfully occupied in a project they can be proud of. In addition to all of the aforementioned support Sea Harvest gives to its community, the company is proud to partner with the Department of Education and Public Works to build classrooms for Grade R and Pre Grade R learners at Diazville Primary School. The company estimates that the cost of building three classrooms will be approximately R1.6 million, and importantly will give children the opportunity to receive basic education at a critical point in their lives.

8.6 Post Listing A key component of the Group’s strategy is to ensure that it assists the DAFF in promoting transformation and broadening meaningful participation in the industry by previously disadvantaged individuals, whilst ensuring sustainable livelihoods through the promotion of fair employment. By having a coordinated approach to implementing government’s vision for the fishing industry through transformation, local area development, investment and job creation, the Group was able to score the highest number of points by any applicant in the most recent FRAP. Post Listing, the Group will continue to transform the industry and provide much needed employment to the rural west and south coasts of South Africa and through this ensure that it is well placed in any allocation process. The Sea Harvest Group anticipates its B-BBEE score to remain at or above its current levels post the Listing. Dependent on the nature of investors, and subject to change, Sea Harvest Group expects its new effective voting and effective ownership scores to be c.74% and c.57%, respectively (as prescribed in the B-BBEE Codes). Importantly for the Fishing Rights held by Sea Harvest Corporation, Brimstone, through its wholly- owned subsidiary Brimco, will remain the controlling shareholder of Sea Harvest Group. Notably, the transformation credentials of the listed Sea Harvest Group will be superior to those of Sea Harvest Corporation at the time of the allocation the HDST Fishing Rights. In the circumstances, the Listing will not undermine the transformation credentials relevant to the HDST Fishing Rights. In relation to the HM Fishing Rights, the HM JV has a B-BBEE ownership that is the same as that of Sea Harvest Corporation at the time relevant to the allocation of the HM Fishing Rights, and has been structured so as to ensure that the listing does not result in either a change in control or a dilution of black ownership in respect of the HM operations conducted pursuant to the HM Fishing Rights. As a result, the transformation credentials in place at the time of the allocation of the HM Fishing Rights will remain unaffected by the listing as a result of the superior transformation credentials of the HM JV. The transformation credentials relevant to the Fishing Rights of Vuna and SeaVuna, which underpin the Vuna Exclusive Supply Agreement, have been preserved as a result of the Vuna Disposal, whereby Sea Harvest Group’s previous 49.18% interest in Vuna was disposed of to VFG, a company owned by the Existing Shareholders, and which therefore enjoys a very high level of black ownership of 88.8%. As a result, the Listing will have no adverse impact on these Fishing Rights. Post Listing the Sea Harvest Group will be well positioned to continue with its long-term transformation drive within the fishing industry.

48 9. KEY INVESTMENT HIGHLIGHTS 9.1 Attractive industry dynamics drives premium pricing (defensive food) The Sea Harvest Group participates in attractive sectors of the seafood industry, which is in itself subject to positive demand dynamics. The global demand for protein, and specifically seafood protein is growing; global per capita seafood consumption is forecast to increase. However, the supply of wild-caught fish is static, increasing the attractiveness and desirability of the Group’s catch, which is naturally organic, healthy, and are non-commoditised, premium species. The attractiveness of the wild-caught product is supported by the credentials of the fisheries from which it is drawn – South Africa’s Cape hake fishery and Australia’s Shark Bay prawn fishery are both certified by the MSC, the world’s leading and most recognised authority on sustainability within the fishing industry. The fisheries are managed by the delegated authorities with input from industry to ensure the sustainability of the species and the annual catch. With global populations growing and consumers seeking healthier eating patterns coupled with static supply of wild-caught seafood, and low frozen fish market penetration in South Africa, prices are expected to continue to grow at above inflation rates at a similar rate as they have in the last three years.

9.2 Market and brand leader Sea Harvest is the leading frozen fish brand (with a 36.7% retail market share) in South Africa with strong consumer loyalty and brand equity. The Group’s MSC-certified, premium species products are processed to international quality standards. Sea Harvest’s innovative and consumer responsive products and marketing is supported by a value-adding factory capable of a broad range of products, sizes, cuts and coatings. These outputs have attracted major retailers, both in South Africa, where Sea Harvest branded products are sold in more than 2 000 stores across the country, and internationally, where the Group packs for leading retail and foodservice customers in Spain, Italy, Australia, Germany, Portugal, France and the Netherlands among others. In addition to these long-standing relationships, Sea Harvest’s reputation is such that it also packs for leading multinational food companies such as Findus and Nestle. Cape hake is recognised internationally as a premium specie rather than as a commodity and is sought after in developed markets across Europe and in Australia, as well as by higher LSM consumers in South Africa. The desirability of the species, allied with Sea Harvest’s brand, reputation and MSC certification mean that the product is not easily substitutable.

9.3 World class production facilities operating in an industry with high barriers to entry The Sea Harvest Group operates in seafood sectors with high barriers to entry that help underpin the long term profitability of the Group, being: Regulation: The long term nature of the rights and regulations provide certainty to the business, ensures that the fisheries are sustainable and that rights holders are able to invest in significant assets. Those without licenses or rights may not engage in commercial fishing in South Africa or Australia. World class assets: Fishing vessels and the processing facilities required to catch and process the Group’s Fishing Rights are considerable (circa > R1.5 billion), in a business where there are significant benefits to be derived from economies of scale. It is difficult to replicate the historic advantage that an established business enjoys. High levels of capital and investment expenditure are required which makes it difficult for new entrants to replicate. In addition, the Group controls every aspect of its business, helping to ensure the quality and standards expected by its geographically diverse customer base. The integrated nature of the businesses offers benefits and opportunities for continuous improvement and economies of scale at all stages of the supply chain. The Group retains the ability to innovate and meet consumer’s demands, as well as take advantage of opportunities in specific markets as and when these opportunities arise.

49 Black Economic Empowerment requirements in South Africa: B-BBEE is a critical part of the FRAP, and plays a major role in retaining and acquiring Fishing Rights. Sea Harvest is one of the most empowered companies within the fishing sector in South Africa. This was born out when the Group scored the highest in both of the most recent FRAP and is well positioned ahead of the 2020 process. Market access and brand strength: Sea Harvest’s brand and existing relationships with customers are difficult to replicate. Established networks and reputation would be required to access developed offshore markets, or a household brand to appeal to South African consumers.

9.4 Long standing relationships with a diverse, international customer base generating hard currency earnings (ZAR hedge) The Sea Harvest Group has a global reputation and sells products to 22 countries where it enjoys long-standing relationships that support its significant brand equity. Sea Harvest’s exports are currently largely to various developed European markets and Australia. In 2016, Sea Harvest earned 59% of its revenues in foreign currency. Sea Harvest’s diverse customer base minimises concentration risk as it is not reliant on a single market or customer, providing shareholders with a diversified ZAR hedge. No single customer accounts for more than 10% of Sea Harvest’s revenues, and in 2016 the top ten customers collectively accounted for c.52% of revenues. Among these are customers in Italy, Australia, Spain, Portugal, Germany, France and the Netherlands, as well as South Africa.

9.5 Experienced and established management team The Sea Harvest Group management team has a deep and focused understanding of fishing, with on average 13 years of experience within the industry. This level of experience has not only allowed the team to build constructive relationships with its employees and their communities (in which the Group operates), but has also allowed a consistency of engagement with regulatory authorities. Management has strong relationships with international retailers and customers and are well respected the world over. The CEO is a board member of the Groundfish Forum with Sea Harvest having a seat on the council. The Group was instrumental in securing MSC certification for the South African Cape hake fishery and continues to have representation on its board through its CEO. This expertise in fishing and management of key fishing industry stakeholders is complemented by a track record of consumer brand management – Sea Harvest is one of South Africa’s leading fish brands, and the Company currently manages the international Findus and Quorn brands in South Africa. The Sea Harvest team successfully launched these brands in South Africa, and has managed their growth. Management have also demonstrated their ability to manage strategic acquisitions (Mareterram in Australia), and have successfully managed recent capital expansion projects that have resulted in significant operational improvements and increased profitability. Members of the Sea Harvest management team have previously been exposed to the listed environment, both through JSE-listed parent company Brimstone, and through Tiger Brands, which owned the controlling stake in the business until the leveraged buy-out in 2009, in which certain members of the Group’s current management team were involved. After the Listing, management will remain invested in Sea Harvest and will hold a 2.5% shareholding in the listed entity, comprising a direct shareholding of 1.0%, held in their personal capacities and a further direct economic exposure to a shareholding of 1.5% held by MIT II. These equity stakes will be in addition to the FSP that will be in place post Listing and will further align managements interests with those of all other shareholders.

50 9.6 Track record of financial performance The Sea Harvest Group generated a CAGR for revenue of 20% between 2014 and 2016. During the same period EBITDA increased at a CAGR of 40% with EBITDA margins expanding from 14% to 19% over the period. These improvements were delivered by the current management team, and were as a result of consistent top-line growth driven by greater than inflation increases and aided by strategic investment in vessels and plant thereby increasing operational efficiencies. Sea Harvest is a cash generative business, with a cash conversion rate of c.66%9 in 2016.

9.7 Excellent platform for growth and expansion Sea Harvest is well positioned to take advantage of opportunities available to it to grow the business, which may be categorised into three types, namely: i. Organic growth: Building on the successes of recent capital investment in the fleet and the Saldanha Bay processing facility, Sea Harvest has identified further opportunities to pursue EBIT-enhancing investments that will improve the efficiency of the operations, resulting in cost savings and improved margins, as well as grow revenue through market diversification and leveraging prices. ii. Acquisitive growth in South Africa: The Group’s excellent B-BBEE credentials allow it the ability to pursue opportunities in a regulated fishing sector; Sea Harvest is well positioned to act as a consolidator within the sector. Acquisitions will allow Sea Harvest to diversify into other in-demand wild-caught sectors. iii. Acquisitive growth in Australia: Through its 55.9% ownership of Mareterram, Sea Harvest has an existing platform and the local knowledge to pursue acquisitive growth in the Australian fishing sector.

10. GROWTH The Sea Harvest Group’s vision is: “To be a leading and responsible diversified global fishing company” The Sea Harvest Group’s growth strategy is best encapsulated in the five pillars below, which is a combination of organic and acquisitive growth. Each pillar is further unpacked detailing the rationale and the strategy to deliver this growth.

9 Normalised cash conversion for the Group (excluding effects of Mareterram working capital). 51 Pillar 1: Volume and revenue growth (Organic) Fish stocks (Biomass recovery) The Group continues to support scientific recommendations on the TAC whilst adhering to good management plans – developed by the DAFF with industry (SADSTIA) and NGO support – to ensure Cape hake is harvested for MSY. This should have a positive effect on the biomass and consequently the TAC should increase resulting in increased volumes available to the Group. Under the current Cape hake management regime there is a TAC “soft-cap” in place set at 150 000 metric tons. At this level the Group’s Cape hake volumes could be as high as 42 450 metric tons. The TAC was as high as 156 000 tons in 2013.

Global sourcing Sea Harvest has strategic relationships in place with key partners in Namibia who pack products using Cape hake (harvested in Namibia) in the Sea Harvest brand destined for the retail market in South Africa. There are further opportunities to increase this as market penetration in South Africa increases and Sea Harvest leverages its strong brand for growth. Furthermore, Sea Harvest has strategic relationships in place with key whitefish companies across the globe that supply raw materials for conversion into value-added products. These relationships can be leveraged in order to satisfy local market growth through increased imported raw material substitution, and to utilise the additional 25% capacity available in the added-value factory in Saldanha Bay.

10.1 Pillar 2: Margin enhancement (Organic): Optimising fleet efficiencies The Sea Harvest Group’s operations strategy starts with its fishing operations where the Group has invested c.R200 million in EBIT-enhancing initiatives since 2014 in: • a new factory freezer trawler (Atlantic Peace), and the conversion of the Atlantic Hope into a factory freezer trawler, both producing high value FAS fillets for the export markets. 90% of the FAS fillets are destined for export markets; and • optimising vessel performance in order to maximize fishing catch rates and subsequently reducing the landed cost of fish. Mareterram has acquired an additional, 11th prawn trawler. This allows technical management to conduct ongoing rotational vessel refits during the fishing season whilst the other 10 vessels are active in the fishery, thereby potentially allowing the fleet to fish in the offseason (from November to March) should it be able to secure additional volume. The Group will continue to pursue fleet optimisation initiatives to drive operational efficiencies.

Increase processing efficiencies The second element of the Group’s operations strategy is to further optimise its land-based operations. Sea Harvest has invested R40 million in processing efficiencies in the last two years which have yielded positive results. The Group will continue to focus on operational excellence and continued business improvements in the factories in order to reduce the total cost of manufacturing. This will include: i. implementing a new factory design and layout for production; and ii. investing in more efficient processes in order to enhance operations. A further opportunity for growth in land-based operations is in the production of high quality fishmeal and fish oil. Currently fish offal is discarded, while this can be processed at sea and ashore. New fishmeal processing technology make investments more palatable while global fishmeal and fish oil prices are forecast to continue to increase buoyed by increased global protein demand, particularly in aquaculture.

52 Market opportunities The third element of the Group’s operational margin enhancement strategy is on its products and markets.

LOCAL MARKET: Retail Fish: • The local retail market penetration for frozen fish in South Africa is low at approximately 35% and there is opportunity to increase sales volumes into the medium-term as fish penetration increases due to consumers moving into higher LSMs over the next 5-10 years. Sea Harvest currently has the majority of the volume share and forward share in the retail sector across all four major retail groups and is well-positioned to take advantage of this growth.

Cape Harvest Foods: • Quorn and Findus are still at the inception phase of the product lifecycle in South Africa. Quorn has already become the 2nd largest brand in the meat-free category and has the ability to increase its share of the category volumes from current levels while Findus has the opportunity to increase its share in the frozen vegetable category as it expands its product offering into higher volume categories. – The target is to increase the current complement of seven Sea Harvest retail factory shops over the next few years. This has the advantage of getting closer to the market through forward integration with a varied customer offering from mainstream retail, including fresh Cape hake, kingklip and other by-catch species. – With its national sales and marketing teams in South Africa and Australia, the Group is ideally positioned to increase its basket of high-value complementary agencies.

Foodservice: – The turnover of Sea Harvest’s domestic foodservice division has more than doubled in the last six years. Further opportunity for growth exists in this channel by increasing the imported range, utilising all of Vuna’s supply as a result of the Vuna Exclusive Supply Agreement and leveraging the Group’s sales representation and strategic supply relationships in Namibia, Australia and across the globe.

EXPORTS/INTERNATIONAL: – Sea Harvest has established strategic relationships to supply potential growth markets such as the USA, where a strong dollar may yield better returns, and China, where the demand for wild-caught seafood is expected to increase as an increasingly affluent society trades up from aquaculture. – Increasing the FAS capacity, with lower costs and higher returns, to support growth in traditional Cape hake markets in southern Europe and to pursue lucrative new markets. – Further currency and market diversification opportunities; the Group is flexible to ensure the maximum return for every kilogram of fish and prawn that is landed and the product is sold globally by leveraging its sustainability credentials, the quality of the species, the strong brands and the Group’s global reputation. – Sea Harvest’s target is to export 50% of its total volume to optimise returns. – A key consideration for the Group’s investment into Mareterram was to secure its route into a very strategic Cape hake market. Mareterram has a national sales force selling Cape hake to both retail and foodservice and opportunities exist to grow the business in the retail sector.

53 10.2 Pillar 3: South African seafood growth (Acquisitions) • The Sea Harvest Group is able to leverage its strong B-BBEE credentials for resource consolidation and the creation of a diversified South African fishing business. Opportunities exist in: – continued sourcing of additional Cape hake volumes from smaller Fishing Rights holders; – pursuing smaller bolt-on acquisitions in hake deep-sea and hake inshore trawl; – specie diversification in small pelagic and other key species; and – high value aquaculture where the Group has historical experience.

10.3 Pillar 4: International growth via Mareterram (Acquisitions) • Australian quota rights are owned in perpetuity, resources are well managed and Australian seafood provenance is well sought after. • The prospects for acquisitive growth was the key reason for Sea Harvest’s acquiring control of Mareterram in 2016. The initial strategy will be: – to secure additional prawn and related volumes from in and around Shark Bay to optimise the utilisation of existing infrastructure in Carnarvon, Western Australia; – smaller bolt-on acquisitions in the Shark Bay prawn fishery that will deliver immediate synergies, such as the acquisition of more vessels and quota; – securing more prawn operations nationally in Australia; and – acquiring fishing businesses in Australia in other sectors for further specie and geographical diversification.

10.4 Pillar 5: Food growth (Acquisitions) Once the seafood sector has been exhausted in terms of opportunities in both South Africa and Australia, the strategy is to acquire agri-businesses the Group understands, thereby creating a diversified global agri-business.

11. INVESTMENT CRITERIA Sea Harvest will scrutinise potential investments or acquisitions prudently and base investment decisions on certain conditions which include: Owning the supply, specifically scarce and sustainable wild-caught high value seafood with vertical integration securing route to market is the cornerstone of the Group’s investment philosophy. The target businesses will need to be complementary, have growth prospects, a good management team and meet the Group’s investment hurdles. The Group will avoid commodity businesses and businesses in unstable jurisdictions and/or with weak regulatory environments.

54 SECTION 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

This discussion and analysis of the financial conditions and results of the operations of the Group are based on financial information derived from the audited financial statements of the Group for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 as set out in Annexure 1 to this Pre‑listing Statement. In addition, key metrics have been included which have been prepared on an adjusted pro forma basis for the year ended 31 December 2016 as set out in Annexure 3 and Annexure 5 to this Pre‑listing Statement, to provide a view of the Group on an on-going basis. The consolidated historical annual financial statements of the Group for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 were prepared in accordance with IFRS and appear in Annexure 1. The financial information and commentary thereon as set out below are not necessarily indicative of the financial results to be expected for any future period.

12. OVERVIEW The Sea Harvest Group is a leading, vertically integrated seafood and branded FMCG company with operations in South Africa and Australia. The principal business of the Group is the catching of Cape hake and Shark Bay prawns and related by-catch species, the processing and packaging of this catch into frozen and chilled seafood products and the marketing and distribution of these products locally and across 22 international markets, predominantly in Europe and Australia. In 2009, a Brimstone-led B-BBEE consortium, together with management, acquired Sea Harvest from Tiger Brands. This transaction took place in the midst of the Global Financial Crisis when funding costs were high, negatively impacted by the lack of liquidity in the global debt markets. Over the ensuing five years the Group demonstrated its resilience and the strength of its brand and business model both locally and internationally, continuing to diversify its earnings base into export markets and growing revenue, although operating profits and cash flows were constrained by the high cost of debt. In late 2013 the current management team was appointed, the business was refinanced on more favourable, less restrictive terms, and a five-year investment led strategy was developed. This strategy focused on: • Optimising the return of the existing business. This element of the strategy initially focused on increasing the mix of higher margin products and FAS products on factory freezer vessels. This strategy was supported on the supply side by the R130 million acquisition in 2014 of the factory freezer vessel, Harvest Atlantic Peace. It was further supported by the conversion of the Harvest Atlantic Hope to a factory freezer vessel, at a cost of R60 million. This investment in additional factory freezer capacity resulted in a marked increase in the mix of export sales, increasing the business’s exposure to hard currency earnings. The second phase of this strategy, which was implemented in 2016, involved optimising the South African land-based fresh fish and added value factories. This project included the introduction of a new more efficient in-line processing facility with continuous freezing capability, resulting in improved efficiencies and increased yields. This project concluded in mid-2016 and has begun to yield benefits which are reflected in the improved performance of the business in 2016. Further opportunities have been identified to deliver additional organic earnings growth from the existing business. • Earnings growth through acquisitions This element of the strategy focused on growing revenues and earnings through acquisitions. The goal was to forward integrate in geographies where the Group had a long-term presence, and in sectors where the Group could leverage its expertise to add value by capturing all elements of the supply chain. The first phase of this strategy was executed in December 2015 when Sea Harvest

55 acquired an initial 19.9% stake in Mareterram, a listed Australian agri-business. Then, in July 2016 Sea Harvest extended its investment in Mareterram to a controlling stake of 55.9%, securing a route to an important market for Sea Harvest product and establishing a platform for future offshore growth. The Group will continue to pursue acquisitive growth opportunities in both South Africa and Australia provided they meet target margin and return hurdles and are in sectors that are aligned to the Group’s strategy. Key to the Group making any acquisition is ownership of the resource in order to control the value chain and in geographies where tenure of rights are long-term and secure.

13. ACQUISITIONS/DISPOSALS 13.1 The Group aims to complement its organic growth strategy with value accretive acquisitions of businesses that are strategically aligned to its core seafood product categories.

13.2 The audited results for the year ended 31 December 2016 have been influenced by the following acquisitions and disposals:

13.2.1 The Mareterram Acquisition: A controlling stake of 55.9% was acquired on 13 July 2016 and the results of Mareterram have been fully consolidated into the Sea Harvest Group with effect from 1 July 2016. As such, only six months’ worth of earnings relating to Mareterram are included in the results of Sea Harvest Group for the year ended 31 December 2016. An extract of Mareterram’s audited Consolidated Statement of Profit and Loss for the half year ended 31 December 2016 is included in section 16.2 of this Pre Listing Statement. Note: Mareterram Limited has a 30 June year end and the year ended 30 June 2016 was Mareterram’s first six months of operation during which the business listed in January 2016, and so does not represent a ‘normal’ year of trading for the business.

13.2.2 To finance the acquisition of the controlling stake in Mareterram, Sea Harvest issued R200 million worth of C Preference Shares to Brimco. This debt will be settled out of the proceeds of the Listing.

13.3 The Vuna Disposal: Effective 1 January 2017, the Group disposed of its 49.9% stake in Vuna and simultaneously entered into the Vuna Exclusive Supply Agreement. In order to provide a view of the Group on this basis, the effect of this transaction has been taken into account and reflected in the normalised Consolidated Statement of Comprehensive Income for the year ended 31 December 2016 as set out in Annexure 3 to this Pre Listing Statement. If this transaction had taken place on 1 January 2016, the financial effect of the transaction on the 2016 financial result of the Group would be to increase revenue by R98 million, operating profit by R34 million and profit after tax by R48 million. Profit after tax includes R37 million relating to the profit on disposal of joint venture

14. SEASONALITY OF RESULTS The Group’s South African operation and local and international markets operate all year round and do not exhibit any seasonal characteristics. The Group’s Australian business, Mareterram, operates in a seasonal fishery and its results reflect this seasonality. The SBPMF operates for approximately nine months of the year from March to November, primarily to allow prawns within the fishery a longer period of growth, designed to maximise product size and weight. As a result, gross profit is weighted 65% towards the period 1 July to 31 December and 35% towards the period 1 January to 30 June each year.

15. FINANCIAL PERFORMANCE 15.1 Summary Following the above mentioned strategic plan implementation and further investments in the business, including the acquisition of a controlling stake in Mareterram in July 2016, performance has improved year-on-year with EBITDA growing by 97% from R187 million in 2014 to R369 million in 2016. Over the same period revenue grew by 43% from R1.35 billion in 2014 to R1.93 billion in 2016, with foreign currency revenue mix (including revenue from international operations) improving from 43% to 59% over the same period. EBITDA margins have expanded from 14% in 2014 to 19% in 2016. This improved year-on-year performance has been driven by:

56 (1) A change in business model, which included the acquisition and conversion of two factory freezer vessels, resulting in an increase in the mix of lower cost of production FAS products, targeted towards more lucrative export markets, benefiting from favourable pricing and exchange rates. Sea Harvest’s South African operation export volume mix increased from 30% in 2014 to 41% in 2016 and the business is on track to achieve its target export volume mix of 50% (set in 2014). (2) Firm price increases driven by favourable demand dynamics which are set to continue – demonstrated by the fact that over the past 10 years, through the cycle revenue has grown by a CAGR of 9%, whilst sales volumes have increased by a CAGR of 1%. (3) Production efficiency improvements driven by investment in both the fresh-fish and added- value land based factories. The efficiency improvement programme concluded in June 2016 and as a result the full annualised effect of these improvements are not included in the 2016 results. Over the period the TAC, a key driver of sales volume and thus revenue, reduced from a high point of 155 300 tons in 2014 to 147 535 tons. TAC, which is used as a mechanism to manage the health of the Cape hake resource increases as the health of the bio-mass improves. Linked to the health of the bio-mass, average Sea Harvest catch rates, the average volume of fish caught per vessel per day and a key efficiency indicator, peaked in 2011 at 15.69 tons and then reduced to a low point in 2015 of 10.48 tons. Following TAC cuts and the resultant recovery of the bio-mass, catch rates improve, resulting in a reduction in the trawling cost per ton of landed fish, improved efficiencies and an increase in margin.

15.2 Summary Financial Information The following table contains key performance indicators and ratios derived from the audited results for the financial years ended 31 December 2014, 2015 and 2016. The information presented below has been prepared based on the audited historical information for the Sea Harvest Group as at and for the financial years ended 31 December 2014, 31 December 2015 and 31 December 2016, all of which have been prepared in accordance with IFRS. In addition, adjusted information has been provided for the year ended 31 December 2016, to provide potential investors with an understanding of the groups normalised or “clean” results for the year ended 31 December 2016 on an on-going basis. Details of the pro forma and normalisation adjustments are set out in Annexure 3 and Annexure 5 of this Pre-listing Statement, and in summary include adjustments relating to: (1) The reduction in finance costs following the settlement of Third Party Debt and the Preference Share Redemption Loan; (2) The cost of introducing a new FSP scheme; (3) The impact of the disposal of Vuna and the Vuna Exclusive Supply Agreement, as if the transaction had happened on 1 January 2016; and (4) The reversal of foreign exchange hedge losses suffered as a result of the business’ previous hedge strategy driven by the need to protect debt covenants. Using the “clean” adjusted results for year ended 31 December 2016 as set out in the following table, 2016 revenue increases to R2.03 billion, EBITDA increases to R431 million and EBITDA margin expands to 21%.

57 Sea Harvest Group Key Performance Indicators and Ratios Adjusted year ended Year ended Year ended Year ended December December December December (R’000) 20161 2016 2015 2014 Total Allowable Catch (tons) 147 535 147 535 147 535 155 300 Total Allowable Catch change (%) 0.0% 0.0% (5.0%) (0.5%) Sea Harvest Group share of TAC (%) 28.3%2 26.7% 26.7% 26.7% Revenue 2 030 147 1 931 979 1 365 487 1 349 543 Revenue Growth (%) 49%4 41% 1% 10% Export and International Revenue Mix (%) 56% 59% 46% 43% Local Revenue Mix (%) 44% 41% 54% 57% Gross Profit 639 405 605 458 340 968 363 815 Gross Profit Margin (%) 31% 31% 25% 27% EBITDA 430 583 368 901 205 871 187 075 EBITDA Margin (%) 21% 19% 15% 14% EBITDA Growth (%) 109%4 79% 10% 28% EBIT 311 871 250 188 116 114 106 340 EBIT Margin (%) 15% 13% 9% 8% EBIT Growth (%) 169%4 115% 9% 39% Operating Profit3 251 346 213 263 129 929 113 073 Operating Profit Margin (%) 12% 11% 10% 8% Operating Profit Growth (%) 93%4 64% 15% 27% Profit for the year (after tax) 247 495 131 514 43 099 37 999 Profit for the year (after tax) Margin (%) 12% 7% 3% 3% Profit after tax growth (%) 474%4 205% 13% 164% Total assets 1 873 270 1 117 341 1 040 101 Net working capital 282 940 171 038 136 389 Finance costs 77 892 50 606 49 676 Cash generated from operations 328 418 198 033 126 711 Free Cash Conversion 66%5 35% 43% 71% Return on equity (Du Pont) (%) 33.5% 27.3% 18.3% Return on Invested Capital (%) 20.8% 13.9% 15.5%

1. Adjusted year ended 31 December 2016 information as set out in Annexure 3 and Annexure 5 of this Pre-listing Statement. 2. Sea Harvest Group share of TAC is 26.7%. Normalised TAC share includes an additional 1.5% share relating to Vuna, taking Sea Harvest’s share to 28.2%. 3. Operating Profit is stated before amortisation on Long Term Fishing Rights (2016: R16.1m; 2015: R16.1m; 2014: R16.1m), a non-cash flow item and an accounting cost incurred when the Brimstone consortium acquired Sea Harvest from Tiger Brands. This cost terminates in 2020. 4. Growth related to Adjusted year ended December 2016 is calculated with reference to Audited year ended December 2015. 5. Free Cash Flow Conversion in 2016 reduces as a result of the consolidation of Mareterram and the fact that there were no opening balances for Mareterram working capital which has resulted in a negative working capital movement of R114m relating to the take-on of Mareterram working capital. Normalised Free Cash Flow Conversion after adjusting for this effect is 69%. 6. For audited Historical Financial Information refer to Annexure 1.

58 15.3 Total Allowable Catch (TAC) The South African Cape hake resource is sustainably managed by the DAFF and this has been globally recognised through the South African Cape hake fishery being awarded MSC certification in 2005, recertified in 2010 and 2015, and valid until 2020. This MSC certification is a differentiator and enables Cape hake to access sustainability sensitive markets in Europe, Australia and the USA. Each year the DAFF sets the industry TAC for the ensuing year, based on scientific surveys of the health of the Cape hake bio-mass. Sea Harvest’s share of the TAC is 26.75%, and through the Vuna Exclusive Supply Agreement a further 1.55%, taking the total to 28.3% of the TAC. From 2011 to 2013 the TAC was on an increasing trend peaking in 2013 at 156 151 tons. Over the past 3 years TAC reduced by 5% from 155 300 tons in 2014 to 147 535 tons in 2015 and, with effect from 1 January 2017, the TAC was reduced by a further 5% to 140 158 tons.

2011 2012 2013 2014 2015 2016 2017 TAC level 131 677 144 741 156 151 155 300 147 535 147 535 140 158 TAC Y-o-Y Change +10% +8% (1%) (5%) 0% (5%)

In line with historical trends, a reduction in TAC results in a consequential improvement in the health of the bio-mass, which translates into a reduction in fishing effort, which in turn results in a reduction in the fishing cost per landed kg. TAC operates in a range and following a period of TAC reduction, increases as the health of the bio-mass improves. Whilst sales volumes are impacted by fluctuations in the TAC, Sea Harvest supplements supply through global sourcing and purchases input raw material and finished product, in order to offset the impact of TAC reductions to the extent possible. The SBPMF is managed by the ADF. The SBPMF is subject to an input control management system designed to ensure the sustainability of the fishery, maximising the size of the prawns at capture, ensuring maintenance of breeding stocks and minimising the environmental impact of the fishery. The SBPMF is also MSC certified, endorsing the effective management of the fishery.

15.4 Revenue Group: Over the past three years revenue for the Sea Harvest Group has increased by 43% from R1.35 billion in 2014 to R1.93 billion in 2016, with 2016 revenue including R280 million of revenue for six months relating to Mareterram which was acquired on 13 July 2016. The Adjusted Sea Harvest Group revenue, after adjusting for the benefits of the Vuna Exclusive Supply Agreement effective 1 January 2016, increases to R2.03 billion.

South African operations: Within the South African operation, despite the 5% reduction in TAC, revenue has grown by 26% over the past three years from R1.35 billion in 2014 to R1.69 billion in 2016, benefiting from firm price increases, improvements in product and market mix and favourable exchange rates. Over the same period, export revenue has grown by 55% in line with Sea Harvest’s strategy of growing off-shore earnings.

Exports: Global demand for wild-caught Cape hake has remained firm with limited supply. The export revenue mix of the South African operation increased from 43% in 2014 to 54% in 2016 and over the same period export volumes grew by 39% and export volume mix improved from 30% to 41%. In line with the business strategy, this growth in export volume has been supported on the supply side by an increase in the mix of FAS products produced, following the acquisition of the Harvest Atlantic Peace and the subsequent conversion of the Harvest Atlantic Hope to a factory freezer trawler.

Local: Over the past three years local revenue has grown by 3%, impacted by volume reductions. It is expected that retail volumes will return to the average levels achieved in 2014, with volumes being supplemented by purchased product. The revenue impact of this reduction in volume has

59 been more than offset by firm retail prices, which have increased by an average of 21% over the same period, underpinned by Sea Harvest’s brand strength. Sea Harvest has retained its market leading position in the frozen fish category with a market share of 37%, and has been voted the number 7 Icon brand in South Africa. Local food service revenue increased by 6% from 2014 to 2016, on the back of a 12% reduction in sales volume over the period, which have been offset by price increases. Favourable demand dynamics have enabled Sea Harvest to achieve average price increases of CPI (in respective geographies) plus 2% to 3%. This is demonstrated by Nielsen published price inflation in the Frozen Fish Retail category which has averaged 10% over the past three years. Over the past 10 years, through the cycle revenue of Sea Harvest’s South African operation has grown by a CAGR of 9%, whilst sales volumes over this period have grown by a CAGR of only 1%, demonstrating that revenue growth has been driven by price as a result of a favourable demand dynamic. This favourable demand dynamic is set to continue with global supply for wild caught fish static, and growing global demand driven by increased populations, a growing wellness trend driving increased consumption of protein, and the emergence of new consumer markets, in particular China. In October 2016, SADC and the European Union signed the Economic Partnership Agreement (“EPA”), which will result in import tariffs ranging between 4.5% and 12.5% being phased out over a six to nine year period. Sea Harvest expects that this will translate into an incremental price of c.1.5% in exports over and above base price increases, over the next six years.

15.5 Cost of Sales Cost of sales for the Sea Harvest Group have increased by 35% from R986 million in 2014 to R1.33 billion in 2016, with 2016 cost of sales including R170 million of cost of sales relating to Mareterram which was acquired on 13 July 2016 and consolidated with effect from 1 July 2016. Excluding Mareterram, on a like-for-like basis, cost of sales relating to the South African operations increased by 16% from R986 million in 2014 to R1.16 billion in 2016. Cost of sales per kg sold has increased by 7% per annum over the period, broadly in line with inflation. Trawling costs per kg, a significant component of cost of sales, are directly related to average catch rates i.e. the volume of fish caught per vessel per fishing day. As catch rates improve, the trawling cost per kg of fish caught reduces. Catch rates are directly linked to the health of the bio-mass. Catch rates peaked in 2011 and then declined to a low point in 2015. Following the 5% cut in TAC in 2015, catch rates improved in 2016 by 10%, as the bio-mass recovered. The further 5% cut in TAC in 2017 is expected to yield a further improvement in catch rates, which should result in further reductions in the trawling cost per kilogram of fish caught. 2011 2012 2013 2014 2015 2016 Catch rates 15.69 12.08 10.92 10.87 10.48 11.48 Catch Rate Change (23%) (10%) 0% (4%) 10%

15.6 Gross profit margin Over the past three years gross profit margin for the Sea Harvest Group has improved from 27% in 2014 to 31% in 2016. The gross profit margin expansion to 31% has been driven by the change in business model and strategy which has resulted in: • The addition of two factory freezer vessels to the fleet – the Harvest Atlantic Peace joining the freezer fleet in 2015 and the Harvest Atlantic Hope joining in 2016 – at a combined capital cost of R190 million. • This change in vessel mix has resulted in an increase in the mix of FAS products which have a higher margin because of their lower cost of production. • FAS products are targeted to export markets enabling the business to take advantage of favourable pricing, margin and exchange rates. • Following the investment in the fleet, an efficiency improvements programme was implemented at a total cost of R40 million within the fresh fish and added value factories during 2015 and 2016. The programme focused on improving product quality and production efficiencies, thus

60 reducing the cost of production, and improved production planning resulting in raw material being directed towards higher margin products. The annualised benefit of the programme was R30 million. The programme was concluded in June 2016 and as a result, the full annualised benefits of the programme were not reflected in the 2016 results. The benefits of the above investments have begun to flow through and are reflected in the improved gross profit margin over the past three years.

15.7 Operating expenses Operating expenses as a percentage of revenue tracked at 21% in 2014 and 2015 and increased to 23% in 2016, mainly as a result of a foreign exchange hedge loss of R55 million incurred in 2016. Excluding this foreign exchange hedge loss, underlying operating expenses as a percentage of revenue decreased to 20%. Operating expenses for the South African operation, after adjusting for the foreign exchange hedge loss, increased by an average of 6.5% per annum over the period from R278 million in 2014 to R333 million in 2016, driven largely by inflation. Underlying operating expenses of the South African operation as a percentage of South African revenue reduced from 21% in 2014 to 20% in 2016, benefiting from a focus on cost containment. Year ended Year ended Year ended December December December Operating Expenses (R’000) 2016 2015 2014 Selling and Distribution expenses 111 704 88 244 82 225 Marketing expenses 13 372 10 267 10 611 Other operating expenses 314 810 189 711 187 893 Operating Expenses 439 886 288 222 280 728 Operating expenses as % of revenue 23% 21% 21% Foreign exchange hedge loss (54 527) – (2 458) Underlying operating expenses 385 359 288 222 278 270 Underlying operating expenses as % of revenue 20% 21% 21% South African operations operating expenses 387 547 288 222 280 728 Foreign exchange hedge loss (54 527) – (2 458) Underlying South African operations operating expenses 333 020 288 222 278 270 Underlying operating expenses as % of SA revenue 20% 21% 21% Total Mareterram operating expenses 52 339 – – Underlying total operating expenses 385 359 288 222 278 270

15.8 Operating profit10 and operating profit margin The Sea Harvest Group reported operating profit of R213 million in 2016 and an operating profit margin of 11%. ‘Normalised’ operating profit for the year ended December 2016, as set out in Annexure 5 of this Pre Listing Statement, increases to R251 million and operating profit margin increased to 12%. The improved operating profit and operating profit margin is as a result a change in business model, which has resulted in the addition of two factory freezer vessels being added to the fleet, and a consequential increase in the mix of higher margin FAS products which are targeted to export markets, as well as efficiency improvements within the fresh fish and added value land based factories.

10 Operating Profit is stated before amortisation on Long Term Fishing Rights (2016: R16.1m; 2015: R16.1m; 2014: R16.1m), a non cash flow item and an accounting cost incurred when the Brimstone consortium acquired Sea Harvest from Tiger Brands. This cost terminates in 2020.

61 The five-year strategy formulated in 2013 targeted an operating profit margin of 15%. As the bio- mass recovers following the cuts in TAC over the past three years, it is expected that catch rates will improve, lowering the trawling cost per kg of fish caught. Export and local prices should continue to increase in line with historical trends as a result of the favourable demand dynamic driven by growing global demand and a static supply of wild-caught fish. The lifting of import tariffs into the EU over the next six years will allow for incremental price increases, over and above normal price increases. Market mix will further benefit pricing as more volumes are marketed towards export markets to achieve the targeted export volume mix of 50%. Exchange rate fluctuations will be offset where possible with increased pricing and efficiency improvements from investments over the last three years.

15.9 Profit after tax Profit after tax increased from R38 million in 2014 to R132 million in 2016, benefiting from the improved operating performance of the South African business, and acquisition of Mareterram in July 2016. Over the past three years, profit after tax has been impacted by finance costs, which in 2016 amounted to R78 million. On Listing all Third Party Debt and Preference Share Redemption Loan will be repaid and as a result, future earnings will benefit from the reduction in finance costs. Taking the reduced cost of debt into account, normalised profit after tax for the year ended 31 December 2016, as set out in Annexure 5 of this document, increases to R248 million.

15.10 Non-IFRS measures (EBITDA) The Directors use the non-IFRS measure of EBITDA as a key performance indicator of the Group’s business, which is presented to enhance prospective investors’ understanding of the Group’s operating result. EBITDA has increased to R369 million and EBITDA margin has expanded to 19% in 2016. The improvement in EBITDA and EBITDA margin has been driven by a change in business model and investment in EBIT enhancing projects, including in 2014 and 2015, the addition of two additional factory freezer vessels to the fleet and consequently an increase in the production of FAS product which are directed towards lucrative export markets, taking advantage of favourable pricing and exchange rates. In addition to the investments in the fleet, in 2016 an efficiency programme was deployed across both the fresh fish and added-value factories reducing the cost of production. ‘Adjusted’ EBITDA and EBITDA margin for the year ended 31 December 2016, after taking into account the effects of the capital raise, listing costs and various normalising adjustments reflected in Annexures 3 and 5 of this Pre-listing Statement, increased to R431 million and 21% respectively.

62 16. SEGMENTAL PERFORMANCE Sea Harvest reports revenue and operating profit in two segments: South African Operations and International Operations: Year ended Year ended Year ended December December December Segmental Performance (R’000) 2016 2015 2014 Revenue South African Operations Export 906 738 627 557 584 564 Local 787 046 737 930 764 979 1 693 784 1 365 487 1 349 543 Intercompany sales (41 548) – – South African Operations Revenue net of Intercompany sales 1 652 236 1 365 487 1 349 543 International Operations 279 473 – – Group 1 931 979 1 365 487 1 349 543 Operating Profit1 South African Operations 187 958 129 929 113 073 International Operations 25 305 – – Group 213 263 129 929 113 073

1. Operating Profit is stated before amortisation on Long Term Fishing Rights (2016 R16.1m; 2015: R16.1m; 2014: R16.1m), a non-cash flow item and an accounting cost incurred when the Brimstone consortium acquired Sea Harvest from Tiger Brands. This cost terminates in 2020.

16.1 South African Segment The South African Segment mainly comprise fishing operations within South Africa relating to fishing of Cape hake and by-catch species, the processing of the catch into frozen and chilled seafood products and the marketing and distribution of these products locally and across 22 international markets. Revenue from the South African operation increased by 26% from R1.35 billion in 2014 to R1.69 billion in 2016. Export revenue has increased by 55%, from R585 million in 2014 to R907 million in 2016, benefiting from an increase in volumes driven by the production of FAS products which are directed towards higher margin export markets, price increases, and favourable exchange rates. Local revenue increased by 3% over the period due to product availability and local price increases impacting volume. Over the same period operating profit from the South African operation increased by 66% from R113 million in 2014 to R188 million in 2016. The improvement in operating profit has been driven by strong revenue growth, in particular from export markets, the expansion of gross profit margins following EBIT enhancing investment in the business, and cost containment.

16.2 International Segment The International Segment comprises the operations of Mareterram from 1 July 2016. The main operations of Mareterram comprise the trawling, processing, marketing and distribution of Shark Bay prawns, scallops and crabs, and a foodservice sales and distribution business which distributes a basket of products into the Australian food service market. Mareterram, through the CMG foodservice division, has been Sea Harvest’s agent in Australia for over 50 years. Sea Harvest acquired an initial 19.9% stake in Mareterram in December 2015. Mareterram listed on the Australian Stock Exchange in January 2016. Sea Harvest equity accounted for its interest in Mareterram for the period 1 January 2016 to 30 June 2016.

63 Sea Harvest acquired a further 36% stake in Mareterram in July 2016, taking Sea Harvest’s total shareholding to 55.9%. Sea Harvest has fully consolidated the results of Mareterram for the six months ended 31 December 2016 and this is reflected in the segmental results reported above. Only six months’ worth of earnings relating to Mareterram are included in the results of the Sea Harvest Group for the year ended 31 December 2016. Mareterram has a 30 June year end, and the year ended 30 June 2016 was Mareterram’s first year of operation during which the business listed in January 2016 and so does not represent a ‘normal’ year of trading for the business. An extract of Mareterram’s audited Consolidated Statement of Profit or Loss for the half year ended 31 December 2016 on a stand-alone basis, is set out below:

Mareterram Limited Extract of the Consolidated Statement of Profit or Loss For the Half Year ended 31 December 2016 A$’000 Revenue 26 602 Cost of sales (20 178) Gross profit 6 424 Other income 1 603 Operating expenses (4 312) Profit before income tax 3 715 Income tax expense (330) Profit after income tax 3 385

17. STATEMENT OF CASH FLOWS AND FREE CASH FLOW CONVERSION Cash generated from operations has increased over the past three years from R127 million in 2014 to R328 million in 2016, benefiting from the improved operating performance of the South African business, the consolidation of Mareterram from 1 July 2016, and favourable movements in working capital. Net cash generated from operating activities increased from (R26 million) in 2014 to R249 million in 2016, benefiting from the improved cash generated from operations referred to above. In addition, the 2014 net cash generated from operating activities was dampened by the payment of accrued preference share dividends which are treated as finance cost for accounting purposes, as part of the refinancing and capital restructure of the business which took place in March 2014. Net cash used in investing activities of R200 million in 2014, included the R130 million acquisition of the Harvest Atlantic Peace. In 2015 net cash used in investing activities reduced to R186 million, and included a R55 million investment in Mareterram; a R60 million expenditure to re-engine and convert the Harvest Atlantic Hope from a fresh fish vessel to a freezer factory trawler; and a R15 million investment in the factory efficiency programme. In 2016 cash flows used in investing activities increased to R303 million, and included the R196 million additional investment in Mareterram, and a further R25 million investment in the factory efficiency programme. Net cash generated/(used) from financing activities in 2014 of R169 million included the net proceeds from the refinancing of the business which took place in March 2014 and the redemption of preference shares. In 2015, net cash used in financing activities was R9 million, and comprised an additional loan raised to finance the re-engine and conversion of the Harvest Atlantic Hope, offset by loan capital repayments during the year and the net movement in financial assets and liabilities relating to foreign exchange hedges. In 2016, net cash generated from financing activities increased to R132 million, following the issuance of R200 million worth of C Redeemable Preference Share capital to fund the additional investment in Mareterram, offset by loan capital repayments during the year. Sea Harvest has demonstrated strong Free Cash Flow conversion over the past three years, benefiting from improved operating performance and working capital management, which is a core competency of the business. In 2014 and 2015 Free Cash Flow conversion was 71% and 43% of EBITDA respectively.

64 In 2016 Free Cash Flow conversion reduced to 35% of EBITDA, impacted by a negative working capital movement as a result of Mareterram being consolidated for the first time in December 2016, and the fact that there were no corresponding opening working capital balances for Mareterram. After adjusting for this anomaly, the normalised Sea Harvest Group Free Cash Flow conversion for 2016 increases to 66% of EBITDA.

18. CAPITAL MANAGEMENT AND COMMITMENTS Over the past three years Sea Harvest has invested in excess of R450 million in vessels and land based operations to maintain and expand the business operations, delivering efficiency benefits and margin improvement. In line with SAMSA and CLASS requirements, South African vessels are refitted every two years. A vessel refit involves a comprehensive overhaul of the vessel hull, engine and machinery, which maintains the vessel’s performance and maximises the vessel’s utilisation and useful life. In line with the frozen at sea strategy, in 2014 Sea Harvest acquired the Harvest Atlantic Peace from Germany and converted the vessel to a hake factory freezer trawler at a total cost of R130 million. The vessel is currently the most profitable vessel in the fleet. In 2015 a further investment of R60 million was made in the fleet when the Harvest Atlantic Hope was re-engined and converted to a freezer factory trawler, further supplementing the frozen at sea capacity. In late 2016 Mareterram acquired an eleventh vessel at a total cost of AUD $520 000 (including refit). This additional vessel affords the business surplus capacity enabling the business to adopt a rotational refit programme across the fleet, instead of refitting all vessels during the season break. As a result, the fleet is operationally available during the prawns closed season to pursue other trawling opportunities, should they become available. In 2015 and 2016 the business undertook a land based optimisation programme within the South African operations to improve the efficiency of the fresh fish and added value factories at a total cost of R40 million. This investment is beginning to yield benefits which are reflected in the improved margin in 2016. Further benefits with respect to this programme are expected to flow in 2017.

Year ended Year ended Year ended December December December Capital Expenditure (R’000) 2016 2015 2014 Stay-in-Business 76 264 81 196 57 349 Fleet, including refits 63 065 62 019 36 438 Factory 9 108 11 496 17 487 Other 4 091 7 681 3 424 Expansion 18 403 71 294 138 685 Fleet 4 389 48 590 138 230 Factory 12 735 21 623 – Fish Shops 1 279 1 081 455

Total South African Operations 94 667 152 490 196 034 Mareterram 12 782 – – Total Sea Harvest Group 107 449 152 490 196 034

65 19. MATERIAL FINANCIAL INSTRUMENTS Sea Harvest Group currently has the following loan facilities which arose in the ordinary course of the business: Institutions Description Amount Term Interest rate Standard Bank Senior debt R98 175 000 To be repaid out Variable interest rate facility of the proceeds of between JIBAR plus of listing 1.8% and JIBAR plus 2.0% Standard Bank Revolving credit R197 000 000 To be repaid out Variable interest rate of facility of the proceeds JIBAR plus 2.1% of listing Standard Bank Working capital R60,000,000 facility (Not utilised) Brimco Shareholder R54 664 000 To be repaid out Interest free loan of the proceeds of listing Brimco B Redeemable R298 831 753 To be repaid out Variable interest rate Preference of the proceeds equivalent to 104.5% of Share loan of listing the prime rate Brimco C Redeemable R224 555 450 To be repaid out Variable interest rate Preference of the proceeds equivalent to prime plus Share loan of listing 6% Management Management R152 608 990 To be repaid out Interest free shareholders Loans of the proceeds of listing First National Instalment sale R1 991 000 Terms vary between Fixed interest at a rate of Bank Limited 18 months and 8.75% p.a. 33 months

The proceeds of the Offer will be used as detailed below: • To settle the Third Party Debt including rolled up interest for the first quarter of 2017 (R303 million); • To settle the Preference Share Redemption Loans relating to the redemption of B and C Redeemable Preference Shares on 16 February 2017 and any related accrued preference dividends (R523 million); • To repay the Shareholder Loan (R55 million); • To repay the Management Loans (R153 million); and • To settle the Staff Trust Repurchase Consideration. In conjunction with the recapitalisation associated with the Offer, Sea Harvest is renegotiating its debt facilities with Standard Bank and has signed term sheets for the facilities described below. These new facilities are subject to certain conditions, including the implementation of the Listing.

Institutions Description Amount Term Repayable in full by Standard Bank Revolving credit facility R450 000 000 30 March 2022 Standard Bank Working capital facility R75 000 000 On demand

20. OFF-BALANCE SHEET ARRANGEMENTS The Group has no material off-balance sheet arrangements as at the Last Practicable Date.

66 21. CONTINGENT LIABILITIES The Group has no material contingent liabilities as at the Last Practicable Date.

22. DIVIDEND POLICY 22.1 The Directors recognise the importance of maintaining a consistent and transparent dividend policy and will endeavour to avoid volatile swings in the dividend profile by ensuring high quality medium-term strategic and financial planning. It is the intention to pay regular dividends. However, there is no assurance that a dividend will be paid in respect of any financial period, and any future dividends will be a function of the profitability and return on equity of the Company, the future organic or acquisitive growth strategies, and/or the need to strengthen the balance sheet during periods of economic uncertainty.

22.2 The Directors intend to declare the first dividend of the Company in early 2018 based on the earnings to 31 December 2017 and to adopt a dividend cover of between 2.5 times to 3.0 times during the growth phase of the business. The Directors believe this approach is compatible with the Company’s growth opportunities and ambitions and will regularly review the dividend policy.

22.3 Pursuant to the MOI of the Company, any dividends unclaimed for a period of not less than three years from the date on which the dividend became payable may be forfeited by resolution of the Directors for the benefit of the Company.

22.4 There are no arrangements under which future dividends have been waived or have been agreed to be waived.

67 SECTION 3: MANAGEMENT AND CORPORATE GOVERNANCE

23. DIRECTORS AND MANAGEMENT 23.1 Directors The full names, functions, qualifications, date of appointment, ages, nationalities, business addresses, other directorships and experience of the Directors of the Company are set out below: Frederick Robertson Position: Non-Executive Chairman Qualifications: DPhil (h.c.) Appointed: 2009 Years at Sea Harvest: 19 Age: 62 Nationality: South African Business address: 1st Floor, Slade House, Boundary Terraces, 1 Mariendahl Lane, Newlands, Cape Town, 7700 Committees: Chairperson of the Social and Ethics Committee Other directorships: Refer to Annexure 12 Experience: Mr Robertson is the executive chairman and co-founder of Brimstone and is a leading figure in the South African business community. Mr Robertson also holds directorships with Remgro, Old Mutual Emerging Markets and AON. His trusteeships and patronages include: Chairman of the board of trustees of the University of the Western Cape Foundation; Interim Chairman of the Jakes Gerwel Foundation; Member of the Cape Peninsula University of Technology Entrepreneurship Advisory Board; Trustee of the Masisizane Fund; Patron to the South African Academy for Young Leaders; and Patron to the Youth Unemployment Peoples Project. He received the CNBC AFRICA All Africa Business Leadership Awards (AABLA) Entrepreneur of the Year Award 2014. In 2016 Mr Robertson was conferred an Honorary Doctorate in Philosophy by the University of the Western Cape and received the Kaapstad Sakekamer Die Burger Sakeleier 2016 Award.

Felix Ratheb Position: Chief Executive Officer and Executive Director Qualifications: B.Sc. Hons Elec. Eng (Wits), MBA (UCT) Appointed: 2009 Years at Sea Harvest: 14 Age: 44 Nationality: South African Business address: 1st Floor, Block C, Boulevard Office Park, Searle Street, Woodstock, South Africa, 7925

68 Committees: Invitee of the Audit and Risk Committee Invitee of the Nominations and Remuneration Committee Invitee of the Social and Ethics Committee Other directorships: Refer to Annexure 12 Experience: Mr Ratheb has more than 15 years of experience in the FMCG and fishing industries. He started his career as an International Trade Executive in the non-ferrous metals industry for the company he founded in 1997. Mr Ratheb joined Sea Harvest in 2003 as Commercial Manager, was promoted to Group Sales & Marketing Director in 2006 and CEO in 2013. He completed his Bachelor of Science degree in Electrical Engineering in 1995 and his MBA in 2000. Mr Ratheb serves as an independent trustee on the MSC Board of Trustees in the United Kingdom, where the MSC is the largest eco- labelling and sustainability program for fish stocks globally. He is also a Board Member of the Groundfish Forum headquartered in Canada, the largest whitefish conference globally.

João Paulo Mc Alpine De Freitas (“John Paul”) Position: Chief Financial Officer and Executive Director Qualifications: CA (SA) Appointed: 2014 Years at Sea Harvest: 3 Age: 47 Nationality: South African Business address: 1st Floor, Block C, Boulevard Office Park, Searle Street, Woodstock, South Africa, 7925 Committees: Invitee of the Audit and Risk Committee Other directorships: Refer to Annexure 12 Experience: Mr de Freitas joined Sea Harvest as the CFO in March 2014, responsible for Finance, IT and Procurement. He is a qualified Chartered Accountant and completed his articles at Mazars. Prior to joining the Group, Mr de Freitas was Finance & Commercial director of Bupa Health (“Bupa”) and Wellbeing, the UK’s largest private medical insurer. Before joining Bupa, Mr de Freitas held a number of senior roles at Aviva Plc, including Finance director of the RAC, one of the UK’s largest roadside assistance businesses. Mr de Freitas has extensive international listed company experience in the UK.

69 Muhammad Brey Position: Chief Investment Officer and Executive Director Qualifications: CA (SA) Appointed: 2016 Years at Sea Harvest: 4# Age: 38 Nationality: South African Business address: 1st Floor, Block C, Boulevard Office Park, Searle Street, Woodstock, South Africa, 7925 Committees: Invitee of the Audit and Risk Committee Invitee of the Social and Ethics Committee Other directorships: Refer to Annexure 12 Experience: Mr Brey joined Sea Harvest in October 2016 as CIO and is responsible for driving the Company’s acquisition and growth strategy. Mr Brey is a qualified Chartered Accountant. After completing articles at KPMG, he joined the Corporate Finance division of Nedbank Capital where he implemented a number of mergers, acquisitions, listings and Black Economic Empowerment transactions. In 2009, he joined Brimstone as Managing Executive where his responsibilities included identifying, implementing and funding acquisitions, managing Brimstone’s investment portfolio and driving growth at portfolio companies. During this time he was the managing executive responsible for Brimstone’s investment in the Company. #Includes three years as Brimstone’s Managing Executive responsible for Sea Harvest since 2013

Bahleli Marshall Rapiya (“Marshall”) Position: Lead Independent Non-Executive Director Qualifications: BA Economic studies Appointed: 2016 Age: 64 Nationality: South African Business address: 26A Ringwood Drive, Pinelands, Western Cape, 7405 Committees: Member of the Audit and Risk Committee Member of the Nominations and Remuneration Committee Member of the Social and Ethics Committee Other directorships: Refer to Annexure 12

70 Experience: Mr Rapiya has extensive experience in the insurance industry, having spearheaded the development of competitiveness in the insurance industry. Mr Rapiya served on the board of directors of Old Mutual (South Africa) Holdings Proprietary Limited (“OMSA”), from 1995 to 2015. Mr Rapiya managed various aspects of OMSA, including finances, customer-liaison, risk assessments and mitigations, daily operational procedures and staff and the organisational culture. He was appointed as CEO of OMSA in 2011 and served in this position until 2015. In 2015, Mr Rapiya was appointed as Deputy Chairman and is responsible for spearheading OMSA’s commitments towards achieving the aims of South Africa’s National Development Plan (NDP) viz. financial inclusion, SME/Enterprise development, job creation and infrastructure development; in partnership with like-minded external entities and relevant regulators as well as mentoring key senior executives of OMSA in South Africa and the rest of Africa.

Wouter André Hanekom Position: Independent Non-Executive Director Qualifications: CA (SA) Appointed: 2016 Age: 58 Nationality: South African Business address: 27 Carletta Street, Paarl, Western Cape, 7646 Committees: Chairperson of the Nominations and Remuneration Committee Member of the Audit and Risk Committee Other directorships: Refer to Annexure 12 Experience: Mr Hanekom has 30 years of experience in the FMCG and manufacturing industries. He joined Bokomo in 1988 as financial manager after completing his articles at Theron van der Poel (now PricewaterhouseCoopers). He was later appointed operational executive and in 1994 was appointed CEO of Bokomo. After the merger between Sasko and Bokomo, Mr Hanekom served as the executive responsible for Sasko Milling and Baking, after which he was appointed CEO of Pioneer Foods in 1999. During his tenure, the group successfully developed and incorporated a variety of food and beverage categories, including household brands like Marmite, Bovril, Corn Flakes, Moir’s, Heinz, Ceres, Liqui-Fruit, Safari and many others within the Pioneer stable. Mr Hanekom retired as CEO of Pioneer Foods in March 2013, having overseen its successful listing on the JSE in April 2008. He was appointed to the board of directors of Quantum Foods Holding Limited in October 2014 and was elected as the chairman in April 2015.

71 Mohamed Iqbal Khan Position: Non-Executive Director Qualifications: CA (SA) Appointed: 2016 Age: 52 Nationality: South African Business address: 1st Floor, Slade House, Boundary Terraces, 1 Mariendahl Lane, Newlands, Cape Town, 7700 Committees: Member of the Nominations and Remuneration Committee Member of the Social and Ethics Committee Invitee of the Audit and Risk Committee Other directorships: Refer to Annexure 12 Experience: Mr Khan has over 25 years’ experience as a chartered accountant in key senior financial roles both at SAA and the Old Mutual Group to name a few. He is also a former partner in charge of IT assurance at Ernst & Young where he spent over 10 years from 1997 to 2007. He joined Brimstone as a Managing Executive after having assisted them as an audit partner when Brimstone listed during his time at Ernst and Young. Between 2013 and 2015, Mr Khan held the position of Chief Operating Officer at Old Mutual Investment Group. Mr Khan has recently re-joined the Brimstone team as the Chief Operating Officer, with direct responsibility for operating subsidiaries and playing a significant role in the business strategies of these subsidiaries. Mr Khan has also served on the board of the Independent Regulatory Board of Auditors for five years and headed up the Audit Committee of the University of Western Cape for three years.

Louis Johann Penzhorn Position: Independent Non-Executive Director Qualifications: B.Com (Econ, Acc. and Ind. Psych) Appointed: 2009 Age: 70 Nationality: South African Business address: 104 La Montagne, Marmon Avenue, Oranjezicht, 8001 Committees Chairperson of the Audit and Risk Committee Other directorships: Refer to Annexure 12 Experience: Mr Penzhorn joined the Sea Harvest Group in 1976 as General Manager before being promoted to alternate director. He was instrumental in building the local Sea Harvest brand through the 1980s and 1990s, both locally and internationally. Thereafter, Mr Penzhorn was appointed as Managing director in 1995 until his retirement in 2006. He has chaired the Sea Harvest Audit and Risk Committee since 2009. Mr Penzhorn’s long history with the Company and the industry has earned him a wealth of knowledge and experience. He was involved in the Company’s listing on the JSE in the 1990s and its subsequent delisting. He was also a member of the international Groundfish Forum since its inception in 1996 until 2006.

72 Tiloshani Moodley Position: Non-Executive Director (Alternate to MI Khan) Qualifications: LLB (UWC) Appointed: 2014 Age: 42 Nationality: South African Business address: 1st Floor, Slade House, Boundary Terraces, 1 Mariendahl Lane, Newlands, Cape Town, 7700 Committees: Member (Alternate) of the Nominations and Remuneration Committee Member (Alternate) of the Social and Ethics Committee Other directorships: Refer to Annexure 12 Experience: Ms Moodley completed both her undergraduate and postgraduate degrees at the University of the Western Cape in 1995 and 1997, respectively. Thereafter she attended the School for Legal Practice at the University of Cape Town. She joined Brimstone in 2001 and became Brimstone’s Compliance Officer in 2004. In 2010 Ms Moodley was appointed as Brimstone’s Company Secretary and a member of the Executive team. She is responsible for the legal review of agreements and monitoring of Brimstone’s continued contractual obligations and group-wide governance and compliance. In 2014 Ms Moodley successfully completed the GIBS International Women’s Forum SA Strategic Leadership course. She also serves as the Company Secretary to Lion of Africa Insurance Company Limited.

23.2 Directors of key subsidiaries The full names, functions, qualifications, date of appointment, ages, nationalities, business addresses, other directorships and experience of the Directors of key subsidiaries of the Company are set out below: Konrad Geldenhuys Position: Sales and Marketing Director (Sea Harvest International and Cape Harvest Foods) Qualifications: MBA (UCT) Appointed: 2013 Years at Sea Harvest: 8 Age: 47 Nationality: South African Business address: 1st Floor, Block C, Boulevard Office Park, Searle Street, Woodstock, South Africa, 7925 Other directorships: Refer to Annexure 12

73 Experience: Mr Geldenhuys joined Sea Harvest in January 2009 as Commercial Manager, responsible for managing and reporting on profitability across all sales channels as well as balancing production with market demand. In 2013, he was Managing Executive of Sea Harvest’s international business and shortly after was appointed as Group Sales & Marketing Director, responsible for managing sales across all domestic and international sales channels as well as overseeing all facets of brand management and marketing. He has many years’ experience in sales management with broad international exposure.

Mary-Lou Harry Position: Human Resources Director (Sea Harvest Corporation) Qualifications: B.Com Honours, National Diploma in Human Resources Management Appointed: 2008 Years at Sea Harvest: 10 Age: 57 Nationality: South African Business address: 1st Floor, Block C, Boulevard Office Park, Searle Street, Woodstock, South Africa, 7925 Other directorships: Refer to Annexure 12 Experience: Ms Harry joined Sea Harvest in 2008 as the executive responsible for the Human Resources portfolio and is currently an Executive Director on the Sea Harvest Corporation Board. She has garnered extensive experience in all areas of Human Resources and has held several senior management and executive roles. Before moving into the fishing industry she worked in the Broadcasting and Engineering sectors. Ms Harry currently serves as Chairperson of the South African Fishing Employers Organisation (SAFIEO), is a member of the board of trustees of the Medical Aid for the Fishing Industry and is an executive member of the Fishing Industry Bargaining Council.

Terence Calvin Brown Position: Operations Director (Sea Harvest Corporation) Qualifications: Diploma in Mechanical Engineering Appointed: 2014 Years at Sea Harvest: 8 Age: 41 Nationality: South African Business address: 1st Floor, Block C, Boulevard Office Park, Searle Street, Woodstock, South Africa, 7925 Other directorships: Refer to Annexure 12

74 Experience: Mr Brown has over 18 years of experience in the local and international fishing industry. He was appointed as the Operations Director in September 2014 and is responsible for all land-based operations. Mr Brown was previously the Fleet Manager at Sea Harvest for five years and then moved to Oceana Group where he held various roles in fleet and production management. In addition to his roles in the South African fishing industry he was General Manager at Ireland Blyth Limited, a Mauritian conglomerate’s fishing company listed on the Mauritian stock exchange. Mr Brown currently serves as Chairman of the Sea Harvest Foundation and trustee of the Staff Trust.

Kobus Maritz Position: Managing Director (SeaVuna)# Qualifications: CA (SA) Appointed: 1987 Age: 55 Nationality: South African Business address: SeaVuna Fishing Company; Quay 5, Mossel Bay Harbour, Mossel Bay, South Africa Other directorships: Refer to Annexure 12 Experience: Mr Maritz obtained an honours degree in accounting from the University of Stellenbosch in 1984 and completed his articles with PricewaterhouseCoopers in 1986. He worked for three years at the South African Revenue Service before joining the Sea Harvest Group at the Saldanha operation in 1987. He held various positions in the financial department and served on the Sea Harvest board of directors from 2001 to 2006 as Financial director/CFO. He also served as director on the board of Marine Growers, a Sea Harvest subsidiary in the abalone aquaculture sector. In 2006 he was appointed to his current position as Managing director of Vuna and SeaVuna. He has been actively involved with fisheries management in the hake trawl sector and has served on the South East Coast Inshore Fishing Association for the last 10 years in various positions, including chairman. #employed by Sea Harvest, but seconded to SeaVuna as Managing Director

David Lock Position: Managing Director (Mareterram) Qualifications: CA (AUS) Appointed: 2015 Age: 57 Nationality: Australian Business address: Unit 4, 24 Mews Road, South Fremantle, Western Australia, 6162 Other directorships: Refer to Annexure 12

75 Experience: Mr Lock was appointed as Managing director on 1 January 2016. He is a chartered accountant and joined CMG, a privately owned agribusiness company, in 1996. He was appointed CEO of the group in 2004 and oversaw the growth of each of CMG’s key divisions until he left in December 2015. He was appointed to the Board of Food Industry Association of Western Australia in 2007, and chaired that body from 2008 to 2011. In 2012 he was appointed as chairman of the WA Meat Industry Authority and in January 2014 was appointed as a Non-Executive director of the Water Corporation. In 2015, he was appointed to the Curtin Business School Advisory Council. In 2012, Mr Lock was recognised as the Australian Agribusiness Leader of the year and in 2013 was inducted as an Australian Export Hero by the Export Council of Australia. He is a fellow of the Australian Institute of Company Directors.

23.2.1 Details of other directorships held by the Directors are set out in Annexure 12 to this Pre- listing Statement.

23.3 Directors Declarations 23.3.1 None of the Directors mentioned in paragraph 23.1 and 23.2 above have: 23.3.1.1 ever been convicted of an offence resulting from dishonesty, fraud or embezzlement; 23.3.1.2 ever been declared bankrupt or sequestrated in any jurisdiction; 23.3.1.3 at any time been a party to scheme or arrangement or made any other form of compromise with their creditors; 23.3.1.4 ever been found guilty in disciplinary proceedings by an employer or regulatory body, due to dishonest activities; 23.3.1.5 ever been involved in any receiverships, compulsory liquidations or creditors voluntary liquidations; 23.3.1.6 ever received public criticisms from statutory or regulatory authorities, including professional bodies, and have ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company; 23.3.1.7 ever been barred from entry into a profession or occupation; or 23.3.1.8 ever been convicted in any jurisdiction of any criminal offence. 23.3.2 All the Directors have submitted completed director’s declarations in compliance with Schedule 13 of the Listings Requirements.

23.4 Executive Management The full names, functions, qualifications, nationality, business addresses, other directorships and experience of the executive management are set out in the table below: Russell Scott Hall Position: Fleet Executive Qualifications: Maritime Qualification; National Diploma (Cost Management Accounting) Appointed: 1992 Years at Sea Harvest: 25 Age: 50 Nationality: South African

76 Business address: 1st Floor, Block C, Boulevard Office Park, Searle Street, Woodstock, South Africa, 7925 Other directorships: None Experience: Mr Hall joined Sea Harvest in 1992 and is responsible for the risk portfolio in the Company’s Fleet Division. Prior to Sea Harvest he acquired extensive seagoing experience on merchant ships with Safmarine. Mr. Hall has been responsible for the Sea Harvest fleet as Fleet Manager since 2002 and was promoted to Fleet Executive in January 2014, responsible for the overall vessel management of the fleet and setting fishing strategy for the Group. With over 20 years’ experience at the Sea Harvest Group, Mr Hall has extensive knowledge in vessel acquisitions, production at-sea and project management.

Madoda Khumalo Position: Strategic Services Executive Qualifications: BSc (Atmosphere & Ocean; Science Environmental Management) (UCT); MSc (Physical and Biological Oceanography) Appointed: 2013 Years at Sea Harvest: 4 Age: 30 Nationality: South African Business address: 1st Floor, Block C, Boulevard Office Park, Searle Street, Woodstock, South Africa, 7925 Other directorships: None Experience: Mr Khumalo joined Sea Harvest in May, 2013 as the Executive Assistant to the CEO. He completed his BSc (Hons) in Ocean Atmospheric Science and Environmental Management in 2009 and a Master of Science in 2012, both at the University of Cape Town. Mr Khumalo has extensive knowledge in marine science with seagoing research experience with various institutions such as the Department of Environmental Affairs, the University of Cape Town and the University of Miami. In October 2014 he became the Group Resource and Sustainability Manager and was promoted to Strategic Services Executive in October 2015 responsible for Fishing Rights; transformation; sustainability, and communications for the Group.

Gerrit Johannes Nortje Position: Corporate Finance Executive Qualifications: CA (SA); ACMA Appointed: 2002 Years at Sea Harvest: 15 Age: 47 Nationality: South African Business address: 1st Floor, Block C, Boulevard Office Park, Searle Street, Woodstock, South Africa, 7925 Other directorships: Refer to Annexure 12

77 Experience: Mr Nortje has 25 years of experience in the FMCG and manufacturing industries with the last 15 years being with Sea Harvest. He has held various positions within the finance function, including heading up IT and procurement. His current role as Corporate Finance Executive focuses on strategic projects aimed at both organic- and inorganic growth opportunities. He has a Bachelors in Commerce Degree in Accounting and an Honours Degree in Management Accounting from the University of Stellenbosch, as well as an Honours Degree in Accounting from the University of South Africa. Mr Nortje is a qualified Chartered Accountant (SA) and Associate Chartered Management Accountant. He completed his articles at PricewaterhouseCoopers.

Nokulunga Nana Aston (“Nana”) Position: Group Company Secretary and Legal Adviser Qualifications: LLB (Unisa); Compliance Management Certificate (UCT); Company Secretarial and Governance Practice (CIS) (in progress) Appointed: 2017 Age: 32 Nationality: South African Business address: 1st Floor, Block C, Boulevard Office Park, Searle Street, Woodstock, South Africa, 7925 Experience: Ms Aston was recently appointed as the company secretary of the Group. She has experience in risk management and advising on various regulatory frameworks, including the Companies Act, B-BBEE, the Protection of Personal Information Act, the Consumer Protection Act and the King Code. She was previously employed in the capacities of Risk and Compliance Officer and Legal Officer. Ms Aston is in the process of completing her qualification with the Chartered Institute of Secretaries.

23.5 Executive Management Disclosures None of the Executive Management of the Group mentioned in paragraph 23.4 above have: 23.5.1 ever been convicted of an offence resulting from dishonesty, fraud or embezzlement; 23.5.2 ever been declared bankrupt or sequestrated in any jurisdiction; 23.5.3 at any time been a party to a scheme or arrangement or made any other form of compromise with their creditors; 23.5.4 ever been found guilty in disciplinary proceedings by an employer or regulatory body, due to dishonest activities; 23.5.5 ever been involved in any receiverships, compulsory liquidations or creditors voluntary liquidations; 23.5.6 ever received public criticisms from statutory or regulatory authorities, including professional bodies, and have ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company; 23.5.7 ever been barred from entry into a profession or occupation; or 23.5.8 ever been convicted in any jurisdiction of any criminal offence.

78 24. QUALIFICATION, REMUNERATION, BORROWING POWERS AND APPOINTMENT OF DIRECTORS 24.1 Extracts from the MOI relating to Directors The relevant provisions of the MOI of the Company concerning the qualification, remuneration, borrowing powers and appointment of the Directors are set out in Annexure 8 to this Pre-listing Statement.

24.2 Borrowing powers The borrowing powers of the Directors of the Company and the Subsidiaries, are not limited in terms of the MOI, and have accordingly not been exceeded during the past three years. In terms of the MOI of the Company and its Subsidiaries, the Directors may: – borrow for the purposes of the Company such sums as they think fit; and – secure the payment or repayment of any such sums, or any other sum, as they think fit, whether by the creation and issue of Securities, mortgage or charge upon all or any of the property or assets of the Company.

24.3 Directors’ emoluments 24.3.1 The total remuneration and benefits (R’000s) received by each of the Directors (who will be Directors at the date of the Listing) during the financial year ended 31 December 2016 are shown in the table below:

Consulting Basic Travel Fringe Director’s and legal Share Total Director salary allowance Bonuses benefits fees fees options emoluments

Executive Directors F Ratheb 3 069 – 1 578 594 – – 1 247 6 488 JP De Freitas 1 743 – 935 337 – – 725 3 740 M Brey* 525 – 8 102 – – – 635

Total 5 337 – 2 521 1 033 – – (1 972) 10 863

Non-Executive Directors F Robertson – – – – 150 – – 150 MI Khan – – – – – – – – LJ Penzhorn – – – – 100 – – 100 WA Hanekom* – – – – – – – – BM Rapiya* – – – – – – – – T Moodley – – – – – – – –

Total – – – – 250 – – 250

*Appointed in November 2016 24.3.2 No fees have been paid, accrued or are proposed to be paid to any third party in lieu of directors’ fees. Furthermore, no payment has been made to any director or proposed director in the three years preceding the Last Practicable Date as an inducement to become a director. 24.3.3 There will be no variation in the remuneration receivable by any of the Directors as a consequence of the Listing, other than a sign-on bonus for M Brey of R2.5 million payable in March 2017 and R2.5 million payable in March 2018, conditional upon a successful Listing.

79 24.4 Directors’ service contracts and restraints of trade 24.4.1 The service contracts of Executive Directors and members of Executive Management contain a notice period of between one to three months for termination of employment (exclusive of termination for any reasons justifying summary dismissal in law). None of the Executive Directors and members of Executive Management are subject to restraints of trade. The Nominations and Remuneration committee recommends directors for appointments, subject to Board approval. Directors’ appointments are subject to Shareholder approval. There are no fixed terms of employment. Save as set out in paragraph 24.3 above and elsewhere in this Pre-listing Statement, there are no other benefits that accrue to the Directors.

25. INTERESTS OF DIRECTORS 25.1 Directors’ interests in shares 25.1.1 The interests of the Directors in the Company’s Ordinary Shares as at the Last Practicable Date are set out in the table below: Percentage of issued Direct Indirect ordinary Directors beneficial beneficial Total share capital F Ratheb – 1 047 724 1 047 724 0.71% JP De Freitas – 609 000 609 000 0.41% M Brey – – – – F Robertson – – – – MI Khan – – – – WA Hanekom – – – – BM Rapiya – – – – LJ Penzhorn – – – – T Moodley – – – – Total – 1 656 724 1 656 724 1.12%

25.1.2 The following changes in directors’ shareholding occurred during the last three years: 25.1.2.1 On or about 31 March 2014, a restructuring of MIT I and its related contractual arrangements occurred, pursuant whereto the indirect beneficial interests of the following current and former directors were reduced as follows: 25.1.2.1.1 George Bezuidenhoudt – reduced from 5.00% to nil 25.1.2.1.2 Cindy Hess – reduced from 1.65% to nil 25.1.2.1.3 Irvin Essau – reduced from 3.0% to nil 25.1.2.1.4 Felix Ratheb – reduced from 3.0% to 1.50% 25.1.2.2 On or about 31 March 2014, MIT II was established, pursuant whereto the indirect beneficial interests of certain of the current directors increased as follows: 25.1.2.2.1 Felix Ratheb – increased from 1.50% to 4.12% 25.1.2.2.2 John Paul De Freitas – increased from nil to 1.50% 25.1.2.3 On 17 February 2017, as part of the Capital Restructure, the indirect beneficial interests of the following current directors was reduced as follows: 25.1.2.3.1 Felix Ratheb – reduced from 4.12% to 0.71% 25.1.2.3.2 John Paul De Freitas – reduced from 1.50% to 0.41% 25.1.2.4 The executive directors have undertaken to subscribe for Offer Shares in terms of the Offer, at the Offer Price, as follows: 25.1.2.4.1 Felix Ratheb – 741 000 Offer Shares 25.1.2.4.2 John Paul De Freitas – 431 000 Offer Shares 25.1.2.4.3 Muhammad Brey – 113 000 Offer Shares

80 25.2 FSP Awards As at the Listing Date, the executive directors were awarded such numbers of Ordinary Shares in terms of the rules of the FSP (the salient features of which are set out in Annexure 15), at the Offer Price, as equate to the following amounts: 25.2.1 Felix Ratheb – 1 065 254 FSPs 25.2.2 John Paul De Freitas – 357 179 FSPs 25.2.3 M Brey – 601 240 FSPs

25.3 Directors’ interests in the transaction 25.3.1 Felix Ratheb is a beneficiary of MIT I and MIT II and John Paul De Freitas is a beneficiary of MIT II, and accordingly have beneficial interests in the following transactions between the Company and MIT I and MIT II, respectively: 25.3.1.1 the repurchase by the Company of Ordinary Shares from MIT I on 17 February 2017; 25.3.1.2 the repurchase by the Company of Ordinary Shares from MIT II on 17 February 2017; and 25.3.1.3 the restructuring of the Group’s relationship with Vuna in terms of the Vuna Disposal which took effect on 1 January 2017, further details of which are contained in Annexure 14. 25.3.2 Save as set out above, no director has or had any material beneficial interest, whether direct or indirect, in any transaction which is or was unusual in its nature or conditions or significant to the business of the Group taken as a whole and which was effected by the Company during the current or immediately preceding financial year, or during any earlier financial year and which remains in any respect outstanding or unperformed.

26. CORPORATE GOVERNANCE 26.1 Commitment and approach 26.1.1 The Board is responsible for ensuring that the Company complies with all of its statutory obligations as specified in the MOI, the Companies Act, the Listings Requirements and all other regulatory requirements. The Board at all times acts in the best interests of the Company in ensuring an effective compliance framework, the integrity of its financial reporting and risk management, together with timely and transparent disclosure to Shareholders. 26.1.2 The Company is committed to the principles of effective corporate governance and application of the highest ethical standards in the conduct of its business and affairs. The Directors endorse the King Code and recognise the need to conduct the affairs of the Company with integrity and in accordance with generally accepted corporate practices. The Directors recognise that they are ultimately responsible for the financial performance of the Company. A full analysis of the steps taken by the Company to comply with the King Code is available on the Company’s website, www.seaharvest.co.za.

26.2 Board of Directors’ practices 26.2.1 The Board currently consists of three executive directors and five non-executive directors, three of whom are independent non-executive directors. In accordance with the Company’s board terms of reference (the “Board Charter”), the Board composition reflects a majority of non-executive directors. Pursuant to the abovementioned composition and the policies set out in the Board Charter, no one Director has unfettered powers of decision making. 26.2.2 The Board is ultimately responsible for the management of the Company’s business, strategy and key policies. The Board is also responsible for approving the Company’s financial objectives and targets. 26.2.3 Appointments to the Board are in terms of a formal and transparent procedure and are a matter for the Board, subject to Shareholder approval.

81 26.2.4 The Board also has the power to appoint additional Directors. 26.2.5 The Company’s executive directors are involved in the day-to-day business activities of the Company and are responsible for ensuring that the decisions of the Board are implemented in accordance with the mandates given by the Board. 26.2.6 The Board has a minimum of four scheduled meetings per financial year. Ad hoc meetings are held to consider special business, if required. 26.3 Committees 26.3.1 Audit and Risk committee 26.3.1.1 The Audit and Risk committee is responsible for performing the functions required of it in terms of section 94(7) of the Companies Act. These functions include: (i) nominating and appointing the Company’s auditors and ensuring that such auditors are independent of the Company; (ii) determining the auditors’ fees and terms of engagement; (iii) ensuring that the appointment of the auditors complies with the provisions of the Companies Act and any other relevant legislation; (iv) determining, from time to time, the nature and extent of non-audit services to be provided by the Company’s auditors and to pre-approve any agreement in respect of such services; (v) preparing a report to be included in the annual report of the Company, in compliance with the Companies Act; (vi) dealing with any complaints (whether from within or outside the Company) relating to accounting practices, internal audits of the Company or the content of the Company’s financial statements and related matters; and (vii) making submissions to the Board on any matter concerning the Company’s accounting policies and financial controls. 26.3.1.2 The non-statutory functions of this committee are to assist the Board in discharging its duties relating to the safeguarding of the assets of the Company, the operation of adequate systems, the formulation of internal controls and control processes and the review and preparation of accurate financial reporting and statements in compliance with all applicable legal requirements, corporate governance and accounting standards and addressing statutory and regulatory issues, including the nomination for appointment, removal and replacement of the external auditors with the appointment being subject to the approval by Shareholders at the next annual general meeting. With regard to risk, this committee is to assist the Board to ensure that: (i) the Company has implemented relevant risk management processes that will enhance the Company’s ability to achieve its strategic objectives; and (ii) the Company’s disclosure regarding risk is comprehensive, timely and relevant. 26.3.1.3 The Audit and Risk committee shall normally invite the CEO, the CFO, the CIO, managers responsible for finance, the head of internal audit and the external audit partners to attend meetings and to make proposals as necessary and should invite the Chairperson of the Board to all Audit and Risk committee meetings. 26.3.1.4 The Audit and Risk committee shall review the expertise, experience and performance of the Company’s Financial Director (or CFO), currently Mr De Freitas, annually and report on whether or not it is satisfied therewith. The Audit and Risk committee shall confirm this review by reporting to the Shareholders in the annual report of the Company that it has executed this responsibility. The Audit and Risk committee shall determine whether it is satisfied with the CFO’s current expertise, experience and performance in the last reporting period. In addition, the Audit and Risk committee shall review and report on the expertise, resources and experience of the Company’s finance function. 26.3.1.5 The Audit and Risk committee is required to meet a minimum of thrice per financial year. Ad hoc meetings are held to consider special business, as required. 26.3.1.6 The Audit and Risk committee is chaired by Louis Penzhorn, an independent non-executive director, and its other members are Marshall Rapiya and Wouter André Hanekom. All three members are Independent Non-Executive Directors of the Company.

82 26.3.2 Nominations and Remuneration committee 26.3.2.1 Wouter André Hanekom, an Independent Non-Executive Director, chairs the Nominations and Remuneration committee which is comprised entirely of Non- Executive Directors. The other members of the Nominations and Remuneration committee are Mohamed Iqbal Khan and Marshall Rapiya. 26.3.2.2 The Nomination and Remuneration committee is responsible for the specific remuneration packages for Executive Directors, including, but not limited to, basic salary, performance-based short-term and long-term incentives, pensions and other benefits (recommendations in this regard are made after considering both the interests of the Shareholders and the financial and commercial health of the Company), long-term incentive schemes and the allocation of Ordinary Shares and rights in terms thereof. The Nomination and Remuneration committee is also responsible for recommending to the Board, fees for the Directors and the chairman, as well as fees for members and chairmen of sub-committees of the Board, for subsequent approval by Shareholders of the Company. 26.3.2.3 The Nomination and Remuneration committee meets a minimum of twice per financial year. Ad hoc meetings are held to consider special business, as required. 26.3.3 Social and Ethics committee 26.3.3.1 This committee comprises Frederick Robertson, who chairs the committee, Mohamed Iqbal Khan and Marshall Rapiya. The Social and Ethics committee monitors the Company’s activities, having regard to any relevant legislation, other legal requirements and prevailing codes of best practice, in respect of social and economic development, good corporate citizenship (including the promotion of equality, prevention of unfair discrimination, the environment, health and public safety, including the impact of the Company’s activities and of its products or services), stakeholder and consumer relationships and labour and employment issues. 26.3.3.2 The Social and Ethics committee draws to the attention of the Board, matters within its mandate as occasion requires and reports to the Shareholders at the Company’s annual general meeting on such matters. 26.3.3.3 In order to carry out its functions, the Social and Ethics committee will be entitled to request information from any Directors or employees of the Company, attend and be heard at general Shareholders’ meetings, and receive notices in respect of such meetings. 26.3.3.4 The Social and Ethics committee meets a minimum of four times per financial year. Ad hoc meetings are held to consider special business, as required.

26.4 Internal control systems 26.4.1 To meet the Company’s responsibility to provide reliable financial information, the Company maintains financial and operational systems of internal control. These controls are designed to provide reasonable assurance that transactions are concluded in accordance with management’s authority, that the assets are adequately protected against material losses, unauthorised acquisition, use or disposal, and that transactions are properly authorised and recorded. 26.4.2 The Company monitors the operation of the internal control systems in order to determine if there are deficiencies. Corrective actions are taken to address control deficiencies as they are identified. The Board, operating through the Audit and Risk committee, oversees the financial reporting process and internal control systems. There are inherent limitations on the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, an effective internal control system can provide only reasonable assurance with respect to financial statement preparation and the safeguarding of assets.

83 26.5 Company secretarial function 26.5.1 Nana Aston, the company secretary of the Group, is a suitably-qualified, competent and experienced company secretary and has been appointed and appropriately empowered to fulfil duties with regards to assistance to the Board. The company secretary is not a Director of the Company. The Board is satisfied that there is an arms-length relationship between the company secretary and the Board. 26.5.2 The Board reviews the competence, qualifications and experience of the company secretary annually and reports on whether or not it is satisfied therewith. This report is confirmed by reporting to Shareholders in the annual report of the Company. The Board has determined that it is satisfied with her current competence, qualifications and experience as the Company’s company secretary. 26.5.3 The company secretary of the Company is required to provide the Directors, collectively and individually, with guidance as to their duties, responsibilities and powers and is also required to ensure that the Directors are aware of all laws and legislation relevant to, or affecting the Company and reporting to any meetings, of the Shareholders of the Company or of the Directors, any failure on the part of the Company or a Director to comply with the MOI or rules of the Company or the Companies Act. 26.5.4 The company secretary must certify in the Company’s annual financial statements whether the Company has filed required returns and notices in terms of the Companies Act, and whether all such returns and notices appear to be true, correct and up to date, and ensure that a copy of the Company’s annual financial statements is sent, in accordance with the Companies Act, to every person who is entitled to it. Furthermore, the company secretary is responsible for carrying out the functions of a person designated in its annual returns to ensure the Company’s compliance with its transparency, accountability and integrity of requirements set out in sections 22 to 34 of the Companies Act, and the enhanced accountability and transparency requirements set out in Chapter 3 of the Companies Act, to the extent applicable. 26.5.5 The company secretary is also required to ensure that minutes of all Shareholders’ meetings, Directors’ meetings and any committee meetings of the Directors are properly recorded in accordance with sections 24(d) and (e) and section 73 of the Companies Act.

84 SECTION 4: RISK FACTORS

Potential investors should carefully consider the risk factors described below and all other information contained in this Pre-listing Statement before deciding to invest in the Ordinary Shares. If any of the following risk factors (as well as other risks and uncertainties that are not currently known to the Company or that it currently believes are not material) actually occur, the Group’s business, reputation, financial condition, revenue, margins, cash flows and/or results of operations could be adversely affected. Accordingly, the trading price of the Ordinary Shares could decline, and you may lose part or all of your investment. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence or of their severity or significance.

27. BUSINESS SPECIFIC RISKS 27.1 Sea Harvest is dependent on the availability of the species for which it has been allocated Fishing Rights from the DAFF Sea Harvest cannot guarantee that it will receive the same quantum of Fishing Rights from the DAFF once the rights terminate on 31 December 2020. A decrease in the volume of fish allocated pursuant to Fishing Rights and/or the withholding of allocation may have an effect on Sea Harvest’s business, financial conditions, or results of operations. Sea Harvest has put measures in place to ensure it complies with the DAFF policy objectives to ensure it is looked upon advantageously at the next allocation.

27.2 Sea Harvest is dependent on the sustainability of the species for which it has been allocated Fishing Rights from the DAFF The South African demersal Cape hake fishery is a MSC certified fishery. The current MSC certification was issued in 2015 and is valid for five years. Sea Harvest cannot guarantee that the MSC certification will be renewed in 2020. If not, it may have an effect on Sea Harvest’s business, financial conditions, or results of operations.

27.3 Extreme weather conditions, climate changes and natural disasters may interrupt Sea Harvest’s business, or subsidiaries and associates’ businesses, which could have an effect on its business, financial condition, or results of operations The South African demersal Cape hake industry has robust mechanisms in place to protect the resource, but it is not insusceptible to fish population migrations related to climatic changes. As a result, various controls are already applied to the fishing sector by the national government of South Africa through the National Climate Change Response Policy which aims to address the potential impacts of climate on fisheries. There is a risk that environmental events and changes in conditions could cause short, medium or long-term interruptions to the Group’s operations and supply chain which could have an effect on its financial condition, or results of operations.

27.4 Sea Harvest faces exposure to marine spatial access risk Through Operation Phakisa, national government will seek to unlock the economic potential of South Africa’s ocean through effective ocean governance by identifying and managing interdependencies across socio-economic aspirations and environmental integrity. A central tenet of this programme is The Marine Protection Services and Governance, which seeks to implement an overarching, integrated governance framework for ensuring adequate ocean environmental protection. Delivering a National Marine Spatial Planning (MSP) Framework, a Regional (Sub- national) MSP Framework and a more detailed small-scale Marine Spatial (MS) Management Plan to enable a sustainable ocean economy is critical for the implementation of Operation Phakisa and for providing institutional arrangements to control the use of the ocean by multiple competing sectors. Sea Harvest is currently involved in commenting on the Marine Spatial Planning Bill through the demersal Cape hake industry association ensuring that the industry’s interests are maintained as new legislation is implemented in the future. However, should the above programmes result in restricted access to traditional fishing grounds, it could cause short, medium or long-term interruptions to the Group’s operations and supply chain which could have an effect on its financial condition, or results of operations.

85 27.5 Supporting broad-based black economic empowerment is crucial to Sea Harvest’s business The ability to retain Fishing Rights allocated by the DAFF is of utmost importance to Sea Harvest. In the process of allocating such rights and for Sea Harvest to maintain these rights, the DAFF places great emphasis on black shareholding and control of the Company. Should the current controlling interest held by Brimstone be diluted in future to below that of a controlling interest, it could have negative consequences for Sea Harvest. In addition, in the process of allocating such rights, the DAFF has now also placed greater emphasis on Transformation Credentials, Employment Equity, Job Creation and Rural Local Development. Through various in-house initiatives such as appropriate Corporate Social Investment, Youth Empowerment and support of local service providers within the Saldanha Bay community, Sea Harvest continues to support these governmental initiatives. However, the allocation of Fishing Rights, if not at desired levels could have a negative consequence for the Group.

27.6 Sea Harvest’s business may be subject to environmental, health and safety costs. If Sea Harvest fails to comply with requirements imposed by applicable law or other governmental regulations, it could become subject to lawsuits, investigations and other liabilities and restrictions on its operations that could affect its business Sea Harvest’s operations face a broad range of international, national and local laws and regulations relating to the protection of the environment or health and safety. These laws govern numerous issues, including discharges to water; the handling and disposal of hazardous substances; the investigation and remediation of contamination resulting from the release of petroleum products and other hazardous substances; employee health and safety; and vessel safety. In the course of operations, Sea Harvest operates and maintains vessels, makes use and disposes of hazardous substances, and stores fuel in on-site aboveground and in vessel storage tanks.

27.7 Should the Group experience loss of senior management or is unable to hire and retain suitably qualified staff, its business may be adversely affected The Company’s ability to operate or expand effectively depends largely on the experience, skills and performance of its senior management team and technical skilled employees, particular within the fleet and production environment. The Company cannot be certain that the services of its senior management and a sufficient number of its technically skilled employees will continue to be available. Any senior management departures or unavailability (due to death, injury, illness or other reasons) or technically skilled worker shortages could affect the Company’s operational efficiency, customer relationships and intellectual property retention. If the Company is not able to hire and retain appropriate management and technically skilled personnel, or if there are not sufficient succession plans in place, this could have an effect on its business, results or operations and financial position.

27.8 The Group relies on major customers for domestic and international product placement The Group relies on ongoing commercial relationships with major customers, including large retailers and various international customers. The loss of a major customer, the inability of Sea Harvest to continue to contract on commercially similar terms with any of these major customers, or the inability of a customer to meet its payment obligations to the Group, resulting in bad debt, could result in adverse financial consequences.

27.9 Sea Harvest operates in local and international markets that may be subject to economic risks 27.9.1 The fast-moving consumer goods market is sensitive to international, national and regional economic conditions. The Group’s business is exposed to the end consumer across all income levels and is therefore sensitive to downturns in the economy, economic uncertainty and other factors affecting discretionary consumer spending.

86 27.9.2 Since the Group sells its products both locally and internationally, it is exposed to a variety of general domestic and global economic and business conditions that will impact on consumer spending. This includes, but is not limited to, interest rates, exchange rates, local and international fiscal and monetary policy. Prolonged unfavourable movements in any of the above factors may have an effect on the Group’s financial performance.

27.10 Availability of competing aquaculture species could affect its business Increased production of cheap whitefish aquaculture species could cause a global over-supply of whitefish and could result in international downward pressure on whitefish prices which could have a negative impact on the Group’s operational and financial performance.

27.11 Adverse publicity about the Group, lack of confidence in its products, and other risks could negatively affect its reputation and affect its business Maintaining a good reputation is critical to the Group’s business. Any event that damages the Group’s reputation, justified or not, could quickly affect its revenues and profits. This includes adverse publicity about the quality, safety or integrity of the Group’s products. Reports, whether or not they are true, of food-borne illnesses and injuries caused by food tampering could severely injure the Group’s reputation. If customers become ill from food-borne illnesses the Group’s sales would correspondingly decrease. In addition, instances of food-borne illnesses or food tampering or other health concerns, even those unrelated to the Group’s products, can result in negative publicity about the foodservice distribution industry and could have a negative impact on the Group’s operational and financial performance.

27.12 The Group relies on key suppliers for continuation of its operations The Group relies on ongoing commercial relationships with key suppliers and the loss of any significant supplier, whether through its bankruptcy, business interruptions, failure to maintain/ secure the relationship, breach of any contractual provisions or terms of trade and/or litigation, could impact the Group’s operations and financial performance. The Group is also dependent on essential consumable supplies, services and infrastructure, specifically fuel for its vessels, electricity, water- and transport networks. Any disruption to the availability of these supplies and services could severely impact the production and distribution of final products to customers which is core to the business. Furthermore, any major price increases for these services may not be recoverable to the same extent and would impact the Group’s financial performance. Prolonged power stoppages, fluctuations and usage constraints may also force the Group to halt or curtail certain of its operations. The Group has established an extensive and reliable supply chain that allows it to procure and deliver products to customers in a timely and efficient manner. Disruption to any aspect of this supply chain could have an impact on the Group’s operational and financial performance.

27.13 The Group may be subject to or affected by product liability claims relating to products it distributes As a seller of food products, the Group may be exposed to liability claims in the event that the products it sells cause injury or illness. The Group believes that it has sufficient primary or excess umbrella liability insurance to cover product liability claims. However, the Group’s current insurance may not continue to be available at a reasonable cost or, if available, may not be adequate to cover all of its liabilities. The Group generally seeks contractual indemnification and insurance coverage from parties supplying products to it. However, this indemnification or insurance coverage is limited, as a practical matter, to the creditworthiness of the indemnifying party and the insured limits of any insurance provided by suppliers. If the Group does not have adequate insurance or contractual indemnification available, the liability related to defective products could affect its results of operations.

87 27.14 The loss of strategic assets could affect the profitability of the Group Like many businesses, the Group depends on the ongoing and efficient operations of its fishing vessels and production facilities as key strategic assets. The Group faces inherent risks, including failure of machinery, fuel and energy supplies, computer equipment, industrial action and natural disasters. In particular, fishing vessels and infrastructure may experience breakdowns and unplanned stoppages, which may result in fishing and production delays, increased costs and industrial accidents.

27.15 Leased premises The Group leases all the land and properties that it uses to facilitate its business activities. Continuation of these leases will be subject to complying with the terms of these leases. The key leasehold interests for Sea Harvest will be the two operational sites in Saldanha Bay and Mossel Bay, covering the harbour jetty, packing area, processing facilities, cold store, engineering workshops, net store and dry storage. The Saldanha Bay premises are leased from the Department of Public Works with a number of leases covering various lots with different expiry dates, the last of which will expire in 2020. The Mossel Bay premises are leased by Vuna from Transnet and expires in 2019. Management is confident that extension of the above leases will be successfully negotiated, but may not be able to obtain terms as favourable as its current terms which could have an adverse effect on the Group’s business and results of operations.

27.16 The Group relies on technology in its business and any technology disruption or delay in implementing new technology could have adverse effects The Group relies on software and other information technology to manage various aspects of its business. These include production, to make purchases, process orders, manage the Group’s warehouses, load trucks in the most efficient manner, and optimise the use of storage space. Any disruption to this information technology could affect the Group’s customer service, decrease the volume and result in increased costs. The Group has invested and continues to invest in technology security initiatives, business continuity, and disaster recovery plans. However, these measures cannot fully insulate the Group from technology disruption that could impair operations and profits.

27.17 To the extent that the Group seeks to expand through acquisitions, it may experience problems in executing acquisitions or managing and integrating the acquisitions with its existing operations The Group may selectively pursue opportunities to supplement organic growth with strategic acquisitions. Such opportunities may take the form of the acquisition of other companies or through joint ventures. Any such acquisition or joint venture may change the scale of the Group’s business and operations and may expose it to new geographic, political, social, operating, financial, legal, regulatory and contractual risks.

28. SYSTEMIC RISKS 28.1 Fluctuations in fuel costs and other transportation costs could harm the Group’s business The high cost of fuel can affect consumer confidence and discretionary spending. As a result, this reduces the frequency and amount spent by consumers for food prepared away from home. In addition, the high cost of fuel can also increase the price the Group pays for products, the costs of catching fish and associated production costs, as well as the costs it incurs to deliver products to its customers. These factors, in turn, may negatively affect the Group’s sales, margins, operating expenses and operating results.

88 28.2 Periods of difficult economic conditions and heightened uncertainty in the financial markets affect consumer confidence, which can affect the Group’s business The uneven level of general global economic activity in recent years, the uncertainty in various global financial markets, and slow job growth has affected consumer confidence and discretionary spending. A renewed decline in economic activity, other factors affecting consumer confidence, and the frequency and amount spent by consumers for food prepared away from home may reduce the Group’s sales and operating results in the future. There can be no assurance that these factors will not impact future operating results.

28.3 The Company’s transition to being a public company will involve changes to its corporate governance and legal and compliance practices 28.3.1 The Company has been run as a private business and is in the process of implementing the practices, procedures and governance structure appropriate for a public company listed on the JSE. The Company has appointed independent, non-executive directors and adopted the King Code governance practices and policies described in this Pre-listing Statement. Majority ownership has for a significant time period vested with JSE-listed companies and the Company has complied with good governance practices as a subsidiary of such listed entities and has a history of operating under these governance structures, practices and policies as applicable to an unlisted subsidiary of a listed parent company. 28.3.2 The Company is in the process of reviewing its internal compliance framework and plans to align its Group-wide internal compliance function more closely with the Listing Requirements shortly after Listing. Pursuant to this, the Company is in the process of updating its code of ethics and other compliance policies. The internal compliance function, when implemented, will be based on existing structures, but may require further adjustments or modifications as it is implemented. Additionally, compliance with the increased accounting and reporting requirements and obligations associated with being a listed company will require close management attention and could result in increased legal and related costs. The Company’s failure to successfully adapt its management approach to its new public- company status, as well as the increased demand on financial and management resources that will result from being a public company, could have an effect on the Company’s business, financial condition and results of operations.

28.4 The Group’s business and competitive position could be harmed if it is unable to protect and enforce its intellectual property rights The Group’s trademarks are central to the value of the Group’s brands, including own label products. Third parties may in the future counterfeit the Group’s brands, otherwise infringe the Group’s intellectual property rights or try to challenge the validity of the Group’s intellectual property. The Group may not always be able to secure protection for, or stop infringements of, its intellectual property and may need to resort to litigation in the future to enforce its intellectual property rights. In addition, the Group may be subject to claims that it has infringed intellectual property owned by others and may be required to pay damages or face other penalties. Any litigation could result in substantial costs and a diversion of resources.

28.5 South African exchange control regulations may restrict the Group’s ability to make foreign investments and procure foreign denominated finance As a South African resident company, the Group is subject to South Africa’s exchange control regulations which effectively place limitations on the export of capital from the Common Monetary Area. Although there has been ongoing relaxation of exchange controls in recent years, and although the Company does not have foreign-denominated financing, these regulations could hinder the ability of the Group to make foreign currency-denominated investments and procure foreign currency denominated financing in future which could have an effect on the Group’s business, financial condition, results of operations and prospects.

89 28.6 The Group operates in local and international markets and may be subject to macroeconomic changes beyond its control 28.6.1 Global economic factors that are beyond the Group’s control can directly affect the Group’s financial performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, foreign exchange fluctuations, financial, banking or liquidity crisis, consumer credit availability, consumer debt levels, unemployment trends, and other matters that influence consumer confidence and spending. 28.6.2 The Group’s profitability may also be adversely affected by fixed costs and the possible inability to scale back operations within a time frame sufficient to match any decreases in revenue relating to changes in market and economic conditions.

28.7 Foreign exchange fluctuations Sea Harvest sells a significant proportion of its products to foreign markets and some of its purchased consumables and raw materials are purchased from foreign suppliers and/or local suppliers whose costs are affected by foreign currency movements. Although Sea Harvest applies foreign exchange hedging practices governed by its foreign exchange hedging policy, it remains exposed to fluctuations in foreign exchange rates. Specifically, prolonged periods of ZAR strength could affect the Group negatively as a significant portion of its earnings are from abroad.

28.8 Changes in tax legislation South Africa has a stable tax environment and the tax administration system is advanced and transparent in many aspects. Changes in general corporate or other taxation legislation could however affect the Group’s results of operations. Such Government action may be unpredictable and beyond the Group’s control and any adverse changes in Government policies could have an adverse effect on the Group’s business prospects, results of operation and financial position and may cause the market price of the Offer Shares to decline. Furthermore, compliance with the relevant taxation laws could come with a regulatory cost and non-compliance could be subject to fines, penalties and/or legal action.

28.9 Interest rate fluctuations Material fluctuations of market interest rates can impact the Group’s financing costs, cash flow and net income. This may make it more difficult for the Group to meet its debt obligations and limit its ability to borrow.

29. RISKS RELATED TO THE OFFER 29.1 Liquidity risk 29.1.1 Although the Ordinary Shares are expected to be listed on the JSE, there is no guarantee that an active trading market for the Offer Shares will develop and continue after the Offer. In addition, the JSE may prove to offer less liquidity than other internationally-recognised stock exchanges. If no active trading in the Offer Shares develops and continues after the Offer, this could have an effect on the liquidity and market price of the Offer Shares. The Offer Price will be determined by the Bookrunner in consultation with the Company and may not be indicative of the market price of the Offer Shares after the Listing. 29.1.2 In addition, some Shareholders will be restricted from disposing of their Ordinary Shares for the Lock-Up Period. Sales of substantial amounts of Ordinary Shares, or the perception that such sales could occur, may adversely affect the market price of the Offer Shares.

29.2 Share price volatility The Offer Price will be determined by the Bookrunner in consultation with the Company and may not be indicative of the market price at which the Offer Shares will trade after the Listing. The market price of the Offer Shares could be volatile and subject to fluctuations due to a variety of factors, some of which do not relate to the Group’s financial performance, including changes in general market conditions, the general performance of the JSE, changes in sentiment in the market regarding the Offer Shares (or securities similar to them), regulatory changes affecting the Group’s operations,

90 variations in the Group’s operating results, business developments for the Group or its competitors, the operating and share price performance of other companies in the industries and markets in which the Group’s businesses operate, speculation about the Group’s business in the press, media or the investment community. Furthermore, the Group’s operating results and prospects from time to time may vary and may not meet the expectations of market analysts and investors which could result in share price fluctuations.

29.3 Dividends The Directors recognise the importance of maintaining a consistent and transparent dividend policy and will endeavour to avoid volatile swings in the dividend profile by ensuring high quality, medium-term strategic and financial planning. However, there is no assurance that a dividend will be paid in respect of any financial period, and any future dividends will be a function of the profitability and return on equity of the Group, the future organic or acquisitive growth strategies which require capital investment, and/or the need to strengthen the balance sheet during periods of economic uncertainty.

30. RISKS RELATED TO SOUTH AFRICA AND INVESTING IN SOUTH AFRICA 30.1 Political, social and economic conditions in South Africa or regionally may adversely affect economic conditions and demand for Sea Harvest’s products and services. 30.2 As an emerging market, South Africa has experienced, and may continue to experience periods, of political, social and/or economic instability, all of which have had and could in future have an impact on Sea Harvest’s operations. In South Africa, the Group is exposed to, among other factors, the impact of Exchange Control fluctuations, historically volatile and at times high rates of inflation and volatility in foreign exchange rates between the Rand and other major currencies. All of these factors could in the future have an impact on the financial position and results of operations of the Group. 30.3 The Group cannot provide assurance that there will be no changes in Exchange Control Regulations that would result in dividends no longer being freely payable outside South Africa to shareholders who are not residents of the CMA. 30.4 Risks relating to strike actions South Africa has a highly unionised work force and is subject to planned legal strike action and unplanned and illegal strike action from time to time. Such actions and in particular prolonged and frequent strike action may have a negative impact on the Company and its customer base. Wage negotiations occur on a bargaining council level with the National Certificated Food and Allied Workers Union, the Trawlers and Line Fisherman’s Workers Union and the Food and Allied Workers Union; as well on a plant level with the Food and Allied Workers Union. Sea Harvest embarks on continuous interaction, regular planned meetings and ad hoc consultations between management and unions. However, despite this robust interaction, the Company cannot guarantee that industrial action will not occur. 30.5 Currency exchange rate fluctuations In recent years, the value of the Rand, as measured against foreign currencies, including the Pound Sterling and the Euro, has been very volatile. Fluctuations in the exchange rate between the Rand and foreign currencies could have an adverse impact on the foreign currency equivalent of the share price of the Offer Shares and/or any cash dividends or distributions made in respect of the Offer Shares. 30.6 Shareholders’ rights will be governed by South African law, which may differ in material respects from the rights of shareholders under the laws of other jurisdictions The Company is a public limited liability company incorporated under the laws of South Africa. The rights of holders of Offer Shares are governed by the Company’s MOI and by South African law, which could change. 30.7 It may not be possible for foreign investors to effect service of legal process, enforce judgements of courts outside of South Africa or bring actions based on securities laws of jurisdictions other than South Africa against the Company or members of its Board.

91 The Company and its executive officers are all residents of South Africa. In addition, the Company’s assets are located either wholly or substantially within South Africa. As a result, it may not be possible for investors to effect service of legal process outside of South Africa, upon the Company, the members of its Board and its executive officers. Moreover, it may not be possible for investors to enforce against the Company, the members of its Board or its executive officers, judgements obtained in courts outside South Africa, based on the civil liability provisions of the securities laws of those countries.

31. RISKS RELATED TO AUSTRALIA AND MARETERRAM 31.1 Change in fishing legislative framework in Western Australia 31.1.1 Mareterram is aware that the Aquatic Resources Management Bill 2015 (WA) proposes to replace the Fish Resource Management (“FRM”) Act and provide the primary legislative framework for the management for Western Australia’s aquatic biological resources and fisheries. The Bill has undergone a second reading in the Western Australian Parliament and debate was adjourned on 24 February 2015. 31.1.2 A key feature of the Bill is a rights based framework under which the permit to fish (activity licence) is proposed to be separated from the access right by establishing resource shares. The resource shares will represent a proportion of the sustainable harvest and will generate a specific annual catch entitlement. Within the commercial sector, the annual catch entitlement and resource shares may be freely traded without a significant degree of government intervention. Resource shares will become the basis for the allocation of a proportion of the total allowable catch to fishing sections (e.g. commercial, recreational, customary), which in turn will drive the management of overall exploitation levels. 31.1.3 It is not known if and when this Bill might be passed by Parliament of Western Australia and come into force, or what amendments might be made to the Bill prior to that time. The exact impact on the business is therefore not known but there is the potential for this change in regulation to adversely impact Mareterram’s operational and financial performance.

31.2 Change in fishing policy and regulation 31.2.1 In addition to the FRM Act and FRM Regulations, fishing in Western Australia is regulated by various legislative instruments, including the management plans including the SBPMF Management Plan, notices, orders and determinations. Generally speaking, these pieces of legislation and legislative instruments are able to be varied, repealed or revoked. In addition, the Minister for Fisheries may exempt persons from all or any provisions of the FRM Act on such conditions as the Minister sees fit, and vary or revoke those exemptions. 31.2.2 Changes to the Western Australian Government’s policy in relation to fishing or to any of this legislation or legislative instruments has the potential to materially impact Mareterram’s operational and financial performance. 31.2.3 In particular, the SBPMF and Shark Bay Scallop Managed Fishery are managed under management plans, which impose a number of input controls designed to ensure the sustainability of the fisheries. From 20 November 2015, the Shark Bay Crab Managed Fishery will be managed under a management plan which imposes output controls designed to ensure the sustainability of the fishery Management plans may be varied or revoked by the Minister for Fisheries. There is a risk that variations to, or revocation of, these management plans could have a materially negative impact on Mareterram’s business operations and financial performance.

31.3 Fisheries Adjustment Schemes 31.3.1 The Fisheries Adjustment Scheme Act 1987 (WA) enables the establishment, financing and administration of fisheries adjustment schemes for the surrender or cancellation of certain authorisations, or the reduction of certain entitlements under the FRM Act with the payment of compensation. Voluntary schemes may be established under this Act to reduce the size of any fishery by enabling the surrender of authorisations or parts of entitlements on the payout of agreed compensation. Compulsory schemes may also be established to reduce the size of any fishery by enabling the cancellation of authorisations or the reduction of entitlements on the payment of compensation.

92 31.3.2 The SBPMF is subject to the Voluntary Fisheries Adjustment Scheme (“VFAS”), which was established on 12 November 2010. There is a risk that other voluntary or compulsory schemes may be implemented with respect to the fisheries in which Mareterram conducts its operations, which may result in Mareterram’s authorisations being surrendered or cancelled or additional fees becoming payable.

31.4 Closure of the fisheries 31.4.1 The fisheries in which Mareterram operates are subject to seasonal closure, monthly moon closures and specific area closures which reduce the effective fishing effort in those fisheries. These closures are stipulated on an annual basis and can be varied. These closures may affect the volume of catch in any season and in turn impact on Mareterram’s operational and financial performance. 31.4.2 There is a risk that an environmental, biological or other significant event may have a substantial impact on the sustainable biomass of those fisheries. There is a risk that in these circumstances one or more of the fisheries could be closed for a period of time to assess the impact of the event and to enable the relevant fishery or fisheries to recover to acceptable and sustainable levels. It may also result in permanent closure of a fishery. Closure of the fisheries could have an impact on the Mareterram’s business operations and financial performance.

31.5 Regulatory risks and approvals generally 31.5.1 Mareterram is required to adhere to numerous legislative and regulatory requirements when undertaking its business. Regulatory areas which are of particular significance to Mareterram include fishing, export, import and quarantine, environment, occupational health and safety and tariff and taxation laws. These and other regulations give rise to significant requirements and compliance costs for Mareterram. 31.5.2 There is a risk that non-compliance with such regulations, changes in the current regulations (or their interpretation) or the introduction of new laws or regulations could lead to fines being imposed, the revocation of approvals, permits or authorisations, increased compliance costs and/or damage to Mareterram’s reputation. These events could have an effect on Mareterram’s costs, business model or competitive environment and in turn its operating or financial performance. 31.5.3 Various approvals, permits or other government authorisations will be required for Mareterram’s current and future operations. Obtaining approvals, permits or authorisations can be a time-consuming and costly process and there is a risk that Mareterram may not obtain such approvals, permits or authorisations on acceptable terms, in a timely manner or at all. Failure or delay in obtaining any required approvals, permits or authorisations may have a material adverse effect on Mareterram’s business model or competitive environment and in turn its operating or financial performance.

31.6 Fishing licences and regulation in Western Australia 31.6.1 Mareterram is required to adhere to numerous legislative and regulatory requirements when undertaking commercial fishing in Western Australia, including, but not limited to the FRM Act, the FRM Regulations and the relevant managed fishery plans, such as the SBPMF Management Plan. 31.6.2 Under the FRM Act, fishing licences are granted for a limited time only (usually 12 months) and the holder must therefore apply to renew them subject to certain exceptions including where the holder has been convicted of an offence against the FRM Act or any other law relating to fishing and the management of fish resources (including the FRM Regulations and management plans). Where a condition of the licence has been contravened or where the holder is no longer a fit and proper person to hold the licence or any fee payable in respect of the licence has not been paid when it becomes due the fishing licences may not be renewed. There is no guarantee that the fishing licences will be renewed from year to year (whether on the same terms or otherwise), that the Shark Bay crab managed fishery licences will be granted to Mareterram or that the Fishing Licences will remain in full force and effect.

93 31.6.3 Suspension, cancellation or non-renewal of any of the fishing licences or the failure to obtain the Shark Bay crab managed fishery licences could restrict Mareterram’s commercial fishing operations and have a materially adverse impact on Mareterram’s business operations and financial performance.

31.7 Change in regulation 31.7.1 There is a risk that laws or regulations may be introduced or amended in Australia, or in foreign jurisdictions in which Mareterram sells, or sources its products. For example, changes in allowable catch regulations in wild catch fisheries from which the foodservice division of Mareterram sources key products. 31.7.2 Such changes to the regulatory environment could have a material effect on Mareterram. There is the potential for any such measures to reduce Mareterram’s operational and financial performance.

31.8 Australian export and import 31.8.1 To export seafood products out of Australia, or to import seafood products into Australia, authorisations and permits are required from the Australian Government and, in some cases, certain State Governments. Mareterram will need to apply for these authorisations and permits and there is a risk that the relevant Governments will not issue these authorisations and permits to Mareterram on acceptable terms, in a timely manner or at all. Failure or delay in obtaining any required authorisations and permits for export and import could impact Mareterram’s business operations and financial performance. 31.8.2 Further, in order to remain export eligible, fish and fish products must only be transported between, and prepared and stored at, registered export establishments. In order to export any of its seafood products, Mareterram will be reliant on the third parties that provide transport and storage services to it being appropriately registered. As these services are not currently the subject of written supply agreements it is not possible to guarantee consistency and availability of such arrangements. 31.8.3 Failure or difficulties in obtaining transport or storage services with registered export establishments will materially restrict Mareterram’s ability to export its product and this could have an impact on Mareterram’s business operations and financial performance.

31.9 Seasonal and working capital risk 31.9.1 Mareterram’s business operations are seasonal and require significant working capital to fund activities outside the fishing season and the build-up of inventory and debtors for the peak fishing and sales periods. There is a risk that the working capital requirements of the business increase due to seasonal factors, changes in the terms of trade or delays in receipt of revenue, which could place pressure on Mareterram’s liquidity and financial position.

31.10 Occupation health and safety 31.10.1 The commercial fishing industry in Australia is a high risk industry. Given the nature of the industry that Mareterram operates in, employees and contractors are at risk of workplace accidents and incidents. 31.10.2 In the event that an employee of Mareterram is injured, during the course of their employment, Mareterram may be liable for penalties or damages under the relevant occupation health and safety regulations. This risk has the potential to adversely impact the operating and financial performance of Mareterram.

31.11 Insurance risk 31.11.1 Insurance will be maintained within a range of coverage consistent with industry practices, however, no assurance can be given that such insurance will be available on commercial terms or that cover will be adequate to cover any/all claims. There is a risk that Mareterram may incur uninsured losses, which may affect operational and financial performance of Mareterram.

94 31.12 Counterparty and material contract risk The financial performance of Mareterram is subject to it (and its various contractual counterparties) continuing to perform their respective obligations under various contracts. If Mareterram or one of its counterparties fails to adequately perform their contractual obligations this may result in loss of revenue, termination of particular contracts, disputes and/or litigation, all of which could impact Mareterram’s operating and financial performance.

31.13 Securing skippers and crew The operation of the fishing fleet requires the contracting of skippers and crew for each fishing season. There is a risk that suitably experienced and licensed skippers and crew will not be sourced and contracted for one or more vessels in a particular fishing season, which could prevent or restrict the operation of that vessel during that season. If one or more vessels were not to be operated for part or all of a season the volume of catch would be affected, in turn causing a decline in revenue and impacting cash flows, financial performance and operational results of Mareterram.

31.14 Processing risk Mareterram may consider opportunities to process product beyond the grading, sorting and packaging undertaken on the vessels, using contract processors for further value-added product. There is a risk that suitable third party processors are not available or acceptable terms for such third party processing cannot be agreed.

31.15 Contamination risk 31.15.1 Investigations have identified soil and groundwater contamination at the site of the Carnarvon Small Boat Harbour Leases which has the potential to pose a risk to human health and/or the environment. 31.15.2 The presence of contamination gives rise to the following risks: 31.15.2.1 A risk of the Australian Department of Environmental Regulation (“DER”) issuing an investigation notice which sets out the requirements to be complied with to ensure that the site of such contamination is investigated, monitored and assessed. In these circumstances, the DER would usually issue any such investigation notice to Mareterram. If this were to occur, Mareterram would be obliged to comply with the notice and bear the costs of that investigation and any disruption to operations; 31.15.2.2 A risk of the DER issuing a remediation notice which sets out the requirements to be complied with to remediate the site. Under the Contaminated Sites Act 2003 (WA) a remediation notice must be issued to persons in accordance with a stipulated statutory hierarchy. Provided Mareterram does not propose to change the use of the site, the DER would not have power to issue a remediation notice in respect of historical contamination because Mareterram did not cause that contamination nor was it the occupant of the site at the relevant time. In order to mitigate the risk of Mareterram being considered a polluter in respect of any historical contamination it is expected that the environmental assessment report which the previous occupant of the site has commissioned in respect of the transfer of the leases will provide baseline evidence of the existing contamination. Further, to ensure there is no ongoing contamination Mareterram will ensure that any potential sources of ongoing soil and groundwater contamination at the site (such as leaking infrastructure or equipment) are repaired or replaced prior to, or as soon as possible after the commencement of, its occupation of the site. Any required remediation, repair and replacement work also poses a risk of disruption to the Mareterram’s operations;

95 31.15.2.3 If any soil and groundwater contamination presents a risk to the health and safety of workers at the site, then Mareterram would be exposed to a risk of regulatory action under work, health and safety legislation. Prior to, or as soon as possible after the commencement of its occupation of the site Mareterram will obtain further advice to ascertain the extent, if at all, that the contamination does present a risk to safety and health of workers and if it does, ensure that adequate measures are taken to eliminate this risk for example through the remediation and changes in occupational health and safety procedures; and 31.15.2.4 There is a risk that Mareterram would become liable for any historical contamination at the site under the Carnarvon Small Boat Harbour Leases if the Department of Transport (as lessor of those leases) does not require the previous occupant to clean up any contamination caused by it at the site. In order to address this it is proposed that the arrangements between the previous occupant, Mareterram and the Minister for Transport in respect of these leases will require the previous occupant to undertake the necessary remediation and rehabilitation works that are identified and if required by the Minister of Transport, to provide a bank guarantee or cash bond to cover those estimated costs. Mareterram is liaising with the previous occupant and the Department of Transport regarding these matters; 31.15.2.5 In addition, to the extent the Mareterram participates in the development of a project through a joint venture, there could be disagreements, legal or otherwise, or divergent interests or goals among the parties, which could jeopardise the success of the project. 31.15.3 As a result of these risks, Mareterram is likely to incur loss, liability or costs in ensuring that the previous occupant complies with the steps above, or if it fails to do so, in complying with the steps identified above itself. To the extent that Mareterram incurs any cost, liability or loss in relation to this contamination, Mareterram is indemnified by the previous occupant and its owner limited to AUS $5 million and subject to certain exceptions. Where the indemnity does not apply, Mareterram will incur these loss and costs. 31.15.4 If the existing contamination is not adequately remediated (and future contamination prevented) this could have an adverse effect on Mareterram’s reputation and further dealings with the Department of Transport, as the lessor of these leases. See further below regarding these leases.

31.16 Leased Property 31.16.1 Mareterram will lease all the land and property that it uses to facilitate its business activities. Continuation of the leases will be subject to the relevant lessee complying with the terms of the leases. 31.16.2 The key leasehold interests for Mareterram will be the Carnarvon Small Boat Harbour Leases. These are with the Western Australian Department of Transport for lots covering the harbour jetty, packing area, cold store, engineering workshop, net store and dry storage and expires on 31 July 2020, with an option to renew for a further five years. The lease for the lot covering the slipway expires on 31 August 2017, with an option to renew for a further four years. The Department of Transport has the right to terminate these leases if an event of default occurs (such as rent remaining unpaid for 14 days, a breach of a covenant (including environmental covenants) continuing for 14 days, certain insolvency events or the lessee does not actively and regularly use substantially the whole of the premises for purposes of carrying out its business for 60 consecutive days). There is a risk that either the Department of Transport will not renew one or both of the Carnarvon Small Boat Harbour Leases or one or both of them may be terminated, either of which will have a material adverse effect on the operating and financial performance of Mareterram.

96 SECTION 5: PARTICULARS OF THE OFFER

32. PURPOSE OF THE OFFER AND LISTING 32.1 The Company anticipates that the Listing will have the following benefits for the Group and its stakeholders: i. provide the Group with additional capital to: a. support management’s strategy of continuing to invest in the current business to improve margins and grow organically; and b. support the Group’s strategy of becoming a diversified global fishing company through value-creating acquisitions; ii. settle the Third Party Debt, the Preference Share Redemption Loan, the Management Loans, the Shareholder Loan and the Staff Trust Repurchase Consideration; iii. establish a platform from which equity capital may be raised in the future to facilitate further growth and potential value accretive acquisition opportunities; iv. allow the Group to optimise its capital structure and further strengthen its balance sheet and profitability; v. provide investors, both institutional and private, with an opportunity to participate in the income streams and future capital growth of the Group; vi. enhance the liquidity and tradability of the Ordinary Shares through a spread of investors; vii. allow for a mechanism for the attraction and retention of key management and staff via an appropriate share incentive scheme; and viii. increase the public profile and transparency of the Group’s businesses and thereby assist in unlocking new business opportunities, particularly in South Africa and internationally.

33. THE OFFER 33.1 The Offer comprises an offer for subscription by the Company in terms of a private placement to the Offerees, to whom the Offer will specifically be addressed, of up to 91 666 667 Offer Shares to be placed within the Offer Price Range, subject to the fulfilment (or waiver, where capable, by the Company in its sole discretion) of the conditions precedent specified in paragraph 35.1 below. 33.2 The Offer Shares comprise up to 91 666 667 new Offer Shares and will rank pari passu with all of the other issued Ordinary Shares. The Company may, however, increase the number of Offer Shares (offered within the Offer Price Range) if so determined by the Directors. 33.3 The Offer Shares will be issued in dematerialised form only and, accordingly, no Documents of Title will be issued or delivered to successful applicants. 33.4 The Company and the Bookrunner intend to enter into the Placement Agreement in connection with the Offer, the expected details of which are set out in paragraph 44 below. The Offer is conditional on (amongst others) the Placement Agreement being entered into and becoming unconditional and not being terminated and the JSE’s approval of the Listing, failing either of which, the Offer and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against the Company, the Bookrunner or any other person as a result of the failure of any such condition. 33.5 The Offer will consist of an offering to selected Offerees, to whom the Offer will specifically be addressed, and, accordingly, is not an invitation to the general public to subscribe for or purchase the Offer Shares. 33.6 As described in Annexure 14, various members of the Group’s senior management team, including the CEO, CFO and CIO have undertaken to subscribe for a total number of 2 820 000 of the Offer Shares at the Offer Price. Such subscription will in all respects be on the same terms as are afforded to other applicants in terms of the Offer, except that the settlement of the subscription consideration and the delivery of the relevant Offer Shares will not occur on the Listing Date but seven days thereafter.

97 33.7 In addition, the Group will, for purposes of the initial allocations made under the FSP, fund an initial subscription by an appropriate FSP escrow agent of a total number of 4 151 005 Offer Shares at the Offer Price. 33.8 The total number of Offer Shares available to selected Offerees in terms of the Offer will accordingly be reduced by the Offer Shares referred to in the preceding two paragraphs.

34. TIME AND DATE OF OPENING AND CLOSING THE OFFER The expected dates of certain important steps relating to the Offer and the Listing are as follows: 2017 Opening date of the Offer at 09:00 on: Monday, 6 March Publication of the Pre-listing Statement on: Monday, 6 March Release of the abridged Pre-listing Statement on SENS on: Monday, 6 March Publication of the abridged Pre-listing Statement in the press on: Tuesday, 7 March Last date and time for indications of interest for purposes of bookbuilding to be received up until 12:00 on: Thursday, 16 March Closing Date of the Offer at 12:00 on: Thursday, 16 March Successful applicants advised of allocations on: Friday, 17 March Publication date of the final Offer Price and final number of Offer Shares released on SENS on: Friday, 17 March Publication date of the final Offer Price and final number of Offer Shares published in the press on: Monday, 20 March

35. CONDITIONS PRECEDENT TO THE OFFER AND LISTING 35.1 The Offer and Listing are subject to the fulfilment (or waiver, where capable, by the Company in its sole discretion) of the following conditions precedent: 35.1.1 the approval for the Listing having been granted by the JSE and not been revoked or withdrawn; and 35.1.2 the Placement Agreement having been entered into, having become unconditional and not having been terminated; and 35.1.3 as at the Listing Date, at least 20% of the Company’s Ordinary Shares being held by public shareholders, unless the JSE determines otherwise. 35.2 If the Offer Price is below the Offer Price Range for any reason, or if the Directors in their discretion determine that it would not be advisable to proceed, the Company shall not be obliged to proceed with the Offer but reserves the right to do so.

36. OFFER IN SOUTH AFRICA ONLY This Pre-listing Statement has been issued in connection with the Offer in South Africa only and is addressed only to Offerees to whom the Offer may lawfully be made. No one has taken any action that would permit an offering of Offer Shares to occur outside South Africa. The distribution of this Pre-listing Statement and the making of the Offer may be restricted by law. Persons into whose possession this Pre-listing Statement comes must inform themselves about and observe any and all such restrictions. This Pre-listing Statement does not constitute an offer of or invitation to subscribe for any Offer Shares in any jurisdiction in which the making of the Offer or the distribution of this Pre-listing Statement would be unlawful. The release, publication or distribution of this Pre-listing Statement in certain jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements.

98 Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. It is the responsibility of the non-resident Shareholder to satisfy himself or herself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with this Pre-listing Statement.

37. OFFER PRICE 37.1 It is currently estimated that the Offer Shares will be offered for subscription pursuant to the Offer within the Offer Price Range. If the Offer Price is below the Offer Price Range for any reason, or if the Directors in their discretion so determine that it would not be advisable to proceed, the Company shall not be obliged to proceed with the Offer, but reserves the right to do so. 37.2 The Offer Price will be payable in full in Rand without deduction or set-off. 37.3 The Bookrunner is seeking indications of interest from selected Offerees to subscribe for (in terms of subscriptions for Offer Shares) the Offer Shares as part of a “book building” process. Offerees shall, in respect of South African investors, comprise of only persons falling within the ambit of section 96(1)(a) of the Companies Act and to persons who subscribe for Offer Shares at an aggregate minimum subscription price of R1 000 000 per single addressee acting as principal (as envisaged in section 96(1)(b) of the Companies Act), subject to certain conditions. Following this book building process, the Offer Price will be determined by the Bookrunner and the Company either prior to, or on the Closing Date, and will be announced on SENS on Friday, 17 March 2017. Any change to these dates and times will be announced on SENS. 37.4 Among the factors which may be considered by the Bookrunner and the Company in determining the Offer Price are the prices at which investors bid to acquire the Offer Shares during the book building process and the desire to establish an orderly after-market in the Ordinary Shares. 37.5 Various executives and members of the senior management team of the Group have undertaken to subscribe for Ordinary Shares (which will form part of the Offer Shares) on the date of the Listing at the Offer Price as further set out paragraph 9 of Annexure 14. The relevant subscription prices shall be paid in cash, and the relevant Ordinary Shares will be issued, on or about the seventh day after the date of the Listing.

38. TERMS, CONDITIONS AND PROCEDURES FOR ACCEPTANCE 38.1 Participation in the Offer 38.1.1 An Offeree wishing to participate in the Offer should contact the Bookrunner prior to the Closing Date, which is expected to be on Thursday, 16 March 2017. Indications of interest for the Offer need to be submitted by 12:00 on the Closing Date. Such cut-off time is as specified in the “Important Dates and Times” section on page 13 of this Pre-listing Statement. Any material change thereto will be announced on SENS. 38.1.2 It is intended that successful applicants will be advised of their allocations of Offer Shares on Friday, 17 March 2017. Applicants may receive no Offer Shares or fewer than the number of Offer Shares for which they applied.

38.2 Representation 38.2.1 Any person applying for or accepting an offer of Offer Shares shall be deemed to have represented to the Company and the Bookrunner that such person was in possession of a copy of this Pre-listing Statement at that time and was a person whose ordinary business or part of whose ordinary business, is to deal in securities, whether as principals or agents. 38.2.2 Any person applying for or accepting an offer of Offer Shares on behalf of another: 38.2.2.1 shall be deemed to have represented to the Company and the Bookrunner that such person is duly authorised to do so and warrants, to the extent applicable, that such person and the subscriber for whom such person is acting as agent is duly authorised to do so in accordance with all relevant laws; 38.2.2.2 guarantees the payment of the Offer Price;

99 38.2.2.3 shall be deemed to confirm that a copy of this Pre-listing Statement was in the possession of the subscriber for whom they are acting as agent; and 38.2.2.4 shall, in relation to an application for Offer Shares, warrant that the subscriber for whom such person is acting as agent is acting as principal.

38.3 Issue and allocation of Ordinary Shares 38.3.1 There are no conversion or redemption provisions relating to the Offer Shares. 38.3.2 All Ordinary Shares issued pursuant to the Offer will be allotted subject to the provisions of the MOI of the Company and will rank pari passu in all respects with the existing Ordinary Shares in issue. 38.3.3 In the event of an over-application for Offer Shares, the Bookrunner, after consultation with the Company, will determine the basis for allocating the Offer Shares in accordance with the Listings Requirements. Factors to be considered in allocating Offer Shares include the JSE spread requirements and need for promoting liquidity, tradability and an orderly after‑market in the Offer Shares. 38.3.4 It is intended that notice of the allocations of Offer Shares will be given on Friday, 17 March 2017. Applicants may receive no Offer Shares or fewer than the number of Offer Shares for which they applied.

38.4 Dematerialisation of Offer Shares 38.4.1 The Offer Shares will be issued or transferred to the extent applicable, to successful applicants in dematerialised form only. Accordingly, all successful applicants must appoint a CSDP under the terms of the Financial Markets Act, directly or through a Broker, to receive and hold the Offer Shares on their behalf. Should a Shareholder require a physical share certificate for its Offer Shares, it will have to materialise its Offer Shares following the Listing and should contact its CSDP to do so. There are risks associated with holding shares in certificated form, including the risk of loss or tainted scrip, which is no longer covered by the JSE Guarantee Fund. All Shareholders who elect to convert their Dematerialised Shares into Certificated Shares will have to dematerialise their Offer Shares should they wish to trade them in accordance with the rules of Strate (see paragraph 42 of this Pre-listing Statement below). 38.4.2 Each applicant’s duly appointed CSDP or Broker will receive the Offer Shares in dematerialised form on its behalf against payment of the Offer Price by the applicant’s CSDP, which is expected to occur on Thursday, 23 March 2017.

38.5 Payment and delivery of Offer Shares 38.5.1 Each successful applicant must, as soon as possible after being notified of an allocation of Offer Shares, forward to: 38.5.1.1 its CSDP, all information required by its CSDP and instruct its CSDP to pay, against delivery of the applicant’s allocation of Offer Shares, the aggregate price for such Offer Shares to the account designated by the Company. Such information and instructions must be confirmed to the applicant’s CSDP no later than 12:00 on Friday, 17 March 2017; and 38.5.1.2 Standard Bank, details of its CSDP, the name of the account holder and number of Ordinary Shares to be acquired and such other information as is required by Standard Bank in order to effect delivery of the relevant Offer Shares. Such information must be confirmed to Standard Bank no later than 12:00 on Friday, 17 March 2017. 38.5.2 By no later than 12:00 on Friday, 17 March 2017, each applicant must place its funds with its CSDP or make other necessary arrangements to enable its CSDP to make payment for the allocated Offer Shares on the Settlement Date (which is expected to be Thursday, 23 March 2017), in accordance with each applicant’s agreement with its CSDP.

100 38.5.3 The applicant’s CSDP must commit in Strate to the receipt of the applicant’s allocation of Offer Shares against payment by no later than 17:00 on Friday, 17 March 2017. 38.5.4 On the Settlement Date, the applicant’s allocation of Offer Shares will be credited to the applicant’s CSDP or broker account against payment during the Strate settlement runs which occur throughout the day.

39. USE OF PROCEEDS The net proceeds (after deducting commissions and other Offer expenses, which are expected to amount to R33.4 million) received by the Company will be used to: – settle the Third Party Debt; – settle the Preference Share Redemption Loan; – repay the Shareholder Loan; – repay the Management Loans; – settle the Staff Trust Repurchase Consideration; – fund investment by the Group in land-based and vessel efficiency gains, leading to market optimisation which will support organic growth and margin enhancement projects; – raise funds to pursue its acquisitive growth strategy, both in South Africa and in Australia; and – provide the Company with greater balance sheet flexibility and a listed currency to accelerate its strategic growth plans.

40. SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS Currency and shares are not freely transferable from South Africa and must be dealt with in terms of the Exchange Control Regulations as described more fully in the section entitled “South African Exchange Control” in section 8 of this Pre-listing Statement. The Exchange Control Regulations also regulate the acquisition by former residents and non-residents of the Common Monetary Area of Offer Shares. Applicants who are resident outside the Common Monetary Area should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an acceptance of the Offer.

41. APPLICABLE LAW The Offer, applications, allocations and acceptances in terms thereof will be exclusively governed by the laws of South Africa, and each applicant will be deemed, by applying for Offer Shares, to have consented and submitted to the jurisdiction of the courts of South Africa in relation to all matters arising out of or in connection with the Offer.

42. STRATE AND TRADING OF SHARES ON THE JSE 42.1 Shares may only be traded on the JSE in electronic form (Dematerialised Shares) and will be trading for electronic settlement via Strate immediately following the Listing. 42.2 Strate is a system of “paperless” transfer of securities. If investors have any doubt as to the mechanics of Strate they should consult their Broker, CSDP or other appropriate adviser, and they are referred to the Strate website at http://www.strate.co.za. The contents of this website are not incorporated by reference and do not form part of this Pre-listing Statement and should not be relied upon for the purposes of forming an investment decision with respect to the Offer Shares. Some of the principal features of Strate are as follows: 42.2.1 electronic records of ownership replace share certificates and physical delivery of certificates; 42.2.2 trades executed on the JSE must be settled within three Business Days;

101 42.2.3 all investors owning Dematerialised Shares or wishing to trade their securities on the JSE are required to appoint either a Broker or a CSDP to act on their behalf and to handle their settlement requirements; and 42.2.4 unless investors owning Dematerialised Shares specifically request their CSDP to register them as an “own name” shareholder (which entails a fee), their CSDP’s or Broker’s nominee company, holding shares on their behalf, will be the shareholder of the relevant company and not the investor. Subject to the agreement between the investor and the CSDP or Broker (or the CSDP’s or Broker’s nominee company), generally in terms of the rules of Strate, the investor is entitled to instruct the CSDP or Broker (or the CSDP’s or Broker’s nominee company) as to how it wishes to exercise the rights attaching to the Offer Shares and/or to attend and vote at shareholders’ meetings.

43. LISTING OF THE OFFER SHARES ON THE JSE The JSE has granted the Company a listing in respect of all of its issued Ordinary Shares in the “Farming, Fishing and Plantations” sector of the Main Board of the JSE under the abbreviated name “SeaHarvst”, symbol “SHG” and ISIN: ZAE000240198, subject to the conditions precedent referred to in paragraph 35.1 being fulfilled. The Listing is expected to be effective from the commencement of trade on Thursday, 23 March 2017. Securities for which Listing is sought will be fully paid up and freely transferable.

44. PLACEMENT AGREEMENT The Company and the Bookrunner intend to enter into the Placement Agreement in connection with the Offer. In terms of the Placement Agreement, the Company will, subject to the further terms and conditions described in the Placement Agreement, agree to issue the Offer Shares (by way of an issue of the Offer Shares by the Company), and the Bookrunner will agree to procure subscribers for the Offer Shares (by way of subscriptions for the Offer Shares) at the Offer Price to be determined in accordance with paragraph 37 of this Pre-listing Statement.

44.1 Commissions Pursuant to the Placement Agreement and the related mandate agreement, the total fees and commissions payable to the Bookrunner will comprise the following: 44.1.1 a commission of 1.75% of the Offer Price paid by a successful applicant per Offer Share payable by the Company to the Bookrunner; and 44.1.2 a further discretionary commission of up to 1.25% of the Offer Price per Offer Share paid by a successful applicant may be payable by the Company to the Bookrunner upon completion of the Offer, with any such fee being allocated and payable at the sole discretion of the Company.

44.2 Termination The Placement Agreement is subject to a number of conditions. In addition, pursuant to the Placement Agreement, the Bookrunner will have the right to terminate the Placement Agreement under specified circumstances upon written notice to the Company at any time after conclusion of the Placement Agreement, but before the Settlement Date. These conditions and circumstances relate to, amongst others, material breaches of the Placement Agreement, material warranty breaches, material adverse changes to the earnings, business or operations of the Group, suspension of the Listing or trade by the JSE, and material disruptions in securities settlement, payment or clearance services. If the Placement Agreement lapses due to the non-fulfilment of any such condition, or is so terminated, the Bookrunner may require the Company not to proceed with the implementation of the Offer and the Listing.

45. LOCK-UP ARRANGEMENTS Particulars of the lock-up arrangements with Brimco, the Company, the Staff Trust and MIT II are set out in the section “Lock-up Agreement” on page 12 of the Pre-listing Statement.

102 46. BOOKRUNNER Name: The Standard Bank of South Africa Limited Registration Number: 1962/000738/06 Registered Office: 3rd Floor, East Entrance, 30 Baker Street, Rosebank, 2196, Johannesburg, South Africa Directors: TS Gcabashe S Gu Dr A Daehnke RMW Dunne SK Tshabalala BJ Kruger Adv KD Moroka Dr ML Oduo-Otieno AC Parker ANA Peterside CON MJD Ruck PD Sullivan BS Tshabalala W Wang EM Woods JH Maree GJ Fraser-Moleketi GMB Kennealy NNA Matyumza JM Vice

47. MINIMUM SUBSCRIPTION There is no minimum capital requirement to be realised by the Offer. The minimum subscription which must be realised by the Company is that which enables it to ensure that Company has, once the Offer is completed, such number and composition of shareholders as will enable it to meet the minimum free‑float and shareholder spread requirements, as prescribed by the Listings Requirements and acceptable to the JSE.

48. STATEMENTS AND REPORTS RELATING TO THE OFFER 48.1 Statement as to adequacy of capital 48.1.1 The Directors are of the opinion that the ‑ 48.1.1.1 working capital available to the Company and its Subsidiaries is adequate for the present requirements of the Company and, accordingly, for a period of 12 months from the date of issue of this Pre-listing Statement; 48.1.1.2 the Company and its Subsidiaries will be able, in the ordinary course of business, to pay its debts; 48.1.1.3 assets of the Company will be in excess of its liabilities, the assets and liabilities being recognised and measured in accordance with the accounting policies used in the latest audited annual financial statements for the year ended 31 December 2016; and 48.1.1.4 stated capital and/or reserves are adequate for the ordinary purposes of the Company. 48.1.2 The application for listing does not coincide, directly or indirectly, with the acquisition by the Company, or any of its Subsidiaries, of securities in, any other company.

103 48.2 Reports by Directors as to material changes The Directors report that there have been no material changes in the financial and trading position or the assets and liabilities of the Company or any company within the Group between 31 December 2016 (date of the audited financial statements) and the Last Practicable Date.

48.3 Statements as to no other Listing The Company has not applied for a listing on any exchange other than the JSE and has accordingly never been refused a listing on any exchange nor had any such application for a listing deferred.

48.4 Report by Reporting Accountants where business undertaking is to be acquired As at the Last Practicable Date, the Company has not identified any business undertaking which it will purchase directly or indirectly using the proceeds of the Offer, or any part of such proceeds, or any other funds.

48.5 Report by Reporting Accountants where Company will acquire a subsidiary As at the Last Practicable Date, no part of the proceeds of the Offer, whether directly or indirectly, will be used in a manner that results in the acquisition by the Company or any company within the Company of securities of any other legal person, with the direct or indirect result that the other juristic person will become a Subsidiary of the Company.

48.6 Report by Reporting Accountants of Company The audited historical financial information of the Company for the financial years 31 December 2016, 31 December 2015 and 31 December 2014 are presented in Annexure 1. The Independent Reporting Accountants’ reports on the audited financial information, the pro forma financial information and the normalised pro forma financial information is contained in Annexures 2, 4, and 6, respectively.

49. ADDITIONAL FINANCIAL INFORMATION 49.1 The pro forma financial information and the normalised pro forma financial information for the Company, the preparation of which is the responsibility of the Directors, is presented in Annexures 3 and 5, respectively. 49.2 The pro forma financial information and the normalised pro forma financial information should be read in conjunction with the Independent Reporting Accountants’ Report thereon as presented in Annexures 4 and 6, respectively. 49.3 The pro forma financial information and the normalised pro forma financial information has been prepared for illustrative purposes only and, because of its nature, may not fairly present the Company’s financial position, changes in equity, results of operations or cash flows, nor the effect and impact of the Offer going forward. 49.4 The Independent Reporting Accountants have provided confirmation to the JSE that they have reviewed this Pre-listing Statement and that the content hereof is not contradictory to any of the information contained in any of their reports.

104 SECTION 6: ADDITIONAL INFORMATION

50. NAME, ADDRESS AND INCORPORATION 50.1 The Company was incorporated under the name “Business Venture Investments No 1311 Proprietary Limited” on 18 January 2008 with registration number 2008/001066/07. It changed its name to “Sea Harvest Holdings Proprietary Limited” on 28 May 2009. It recently changed its name to “Sea Harvest Group Limited” and was converted from a private company to a public company with effect from 15 February 2017 (with registration number 2008/001066/06). 50.2 The Company’s registered office and the address of its Transfer Secretaries are set out in the “Corporate Information and Advisors” section on the inside front cover of this Pre-listing Statement. 50.3 The name, date and place of incorporation of each of the Subsidiaries of the Company are set out in Annexure 7. 50.4 The names and business addresses of the Financial Advisor, Bookrunner and Transaction Sponsor, Independent Reporting Accountants and Auditors, Legal Advisors, Legal Counsel, Transfer Secretaries and Company Secretary are set out in the “Corporate Information and Advisors” section on the inside front cover of this Pre-listing Statement.

51. SHARES OF THE COMPANY 51.1 Authorised and issued shares 51.1.1 The numbers of authorised and issued shares of the Company before and after the Listing are set out in the table below: Issued Issued1 Authorised Prior to Offer After Offer Ordinary Shares 10 000 000 000 148 578 021 236 696 240

Note: (1) Assuming an Offer Price at the mid-point of the Offer Price Range 51.1.2 The Company’s issued A Redeemable Preference Shares were redeemed on 30 April 2014. 51.1.3 The Company issued B Redeemable Preference Shares and C Redeemable Preference Shares, all of which were held by Brimco and were redeemed on 16 February 2017. The resultant payment obligation including accrued dividends on the B Redeemable Preference Shares and C Redeemable Preference Shares, in the amount of R512 677 949 as at the Last Practicable Date, was credited to loan accounts in the books of the Company in favour of Brimco (“the Preference Share Redemption Loan”), which loans are required to be repaid immediately after completion of the Offer. 51.1.4 The Company will accordingly, immediately after the Listing has occurred, use a portion of the net proceeds received pursuant to the Offer to repay the Preference Share Redemption Loans. 51.1.5 In the event that at any time there are any classes of the Company’s shares that are not listed on the JSE, the share certificates of such securities will be held in trust and stamped with the words “unlisted securities” and may only be released with written permission from the JSE, which permission shall provide further instruction concerning the stamping and transferability of such securities. As at the Last Practicable Date, no other class of security is listed on any stock exchange. 51.1.6 The total value of the share capital account of the Company as at the Last Practicable Date is R1 132 006.

105 51.1.7 Resolutions adopted by Shareholders on 14 December 2016 approved, among other things, the following special resolutions giving effect to aspects of the Capital Restructure: 51.1.7.1 the consolidation of the Ordinary Shares, consisting of 1 500 000 000 authorised Ordinary Shares and 974 402 360 issued Ordinary Shares, on the basis of one Ordinary Share for every six Ordinary Shares, rounded up or down, as the case may be, to the nearest whole number, with the effect that after such consolidation, the authorised Ordinary Share capital of the Company consisted of 250 000 000 Ordinary Shares and the issued Ordinary Share capital of the Company consisted of 162 400 393 Ordinary Shares; and 51.1.7.2 after such consolidation, an increase in the authorised Ordinary Share capital from 250 000 000 to 10 000 000 000 Ordinary Shares by the creation of 9 750 000 000 new Ordinary Shares. 51.1.8 The Company does not intend to issue any further A, B or C Redeemable Preference Shares. Accordingly, in anticipation of the Listing, the Shareholders on 16 February 2017 adopted special resolutions in terms whereof the authorised A, B and C Redeemable Preference Shares were removed from the authorised share capital of the Company, and the MOI was amended by removing all references to the Preference Shares. Such special resolutions have been lodged with CIPC for filing but such filing has, as at the Last Practicable Date not yet been confirmed; 51.1.9 The Group holds 10 537 688 Ordinary Shares as treasury shares as at the Last Practicable Date, and will hold 11 140 244 Ordinary Shares as treasury shares immediately after the Listing.

51.2 Issue of Ordinary Shares 51.2.1 Please see Annexure 13 which contains details of the allotments, issues and offers of shares by the Company and its Subsidiaries which have taken place in the three years preceding the Last Practicable Date. Other than the issues referred to in Annexure 13, no shares have been issued by the Company or by any of its Subsidiaries in the three years preceding the Last Practicable Date. 51.2.2 Save as set out in this paragraph 51 or as envisaged in terms of the Offer, no further issues or offers of shares or securities have been made or are anticipated to be made by the Company and its Subsidiaries and no further share repurchases or consolidations have been undertaken by the Company and its Subsidiaries. 51.2.3 In terms of the Companies Act, the authorised but unissued Ordinary Shares are under the control of the Directors, and the Directors are accordingly able to issue Ordinary Shares subject only to the limitations contained in the Companies Act, the MOI of the Company and the Listings Requirements. 51.2.4 Prior to the date of this Pre-listing Statement, the Shareholders of the Company have granted the Board a general authority to issue Ordinary Shares for cash, subject to the provisions of the MOI of the Company and the Listings Requirements, which authority shall endure until the first annual general meeting of the Company held after the Listing. 51.2.5 Prior to the date of this Pre-listing Statement, the Shareholders of the Company have adopted a special resolution authorising, in terms of section 41(1) of the Companies Act, authorising the issue of Ordinary Shares to Directors and their related persons, in terms of any capital raise or placement undertaken by the Company (including the Offer), at the same price at which Ordinary Shares are issued to other investors under such capital raise or placement.

51.3 Authority to repurchase shares Prior to the date of this Pre-listing Statement, the Shareholders of the Company have granted the Board a general authority to repurchase shares for cash, subject to the provisions of the MOI of the Company and the Listings Requirements, which authority shall endure until the first annual general meeting of the Company held after the Listing.

106 51.4 Alterations to authorised and issued shares 51.4.1 Set out below are the alterations to the Company’s authorised and issued shares which have occurred since its incorporation, including those alterations effected as part of the Capital Restructuring: 51.4.1.1 on 18 January 2008 the Company issued one Ordinary Share with a par value of R1.00 each to Luandri Partington; 51.4.1.2 on 23 March 2009 the Company’s authorised shares were amended by the creation of 1 496 000 Ordinary Shares with a par value of R1.00 each, resulting in a total of 1 500 000 authorised Ordinary Shares with a par value of R1.00 each; 51.4.1.3 immediately thereafter the Company’s authorised shares were further amended by the subdivision of each share into 100 shares with a par value of R0.01 each, resulting in the total authorised share capital of the Company being increased to 150 000 000 Ordinary Shares with a par value of R0.01 each, and the total issued share capital of the Company being increased to 100 Ordinary Shares with a par value of R0.01 each; 51.4.1.4 on 23 March 2009 the Company’s authorised share capital was amended by – 51.4.1.4.1 the creation of 1 000 000 A Redeemable Preference Shares; 51.4.1.4.2 the creation of 2 000 000 B Redeemable Preference Shares; 51.4.1.5 on 28 May 2009 the Company issued the following shares – 51.4.1.5.1 99 999 900 Ordinary Shares to Brimco, Kagiso, MIT I, The New Sea Harvest Staff Re-investment Trust, and the Chris Nissen Family Trust; 51.4.1.5.2 308 575 A Redeemable Preference Shares to Brimco and Kagiso; and 51.4.1.5.3 1 724 760 B Redeemable Preference Shares to Brimco, Kagiso and the Chris Nissen Family Trust; 51.4.1.6 On 19 August 2011 the Company repurchased – 51.4.1.6.1 40 667 B Redeemable Preference Shares from the Chris Nissen Family Trust; and 51.4.1.6.2 2 000 000 Ordinary Shares with a par value of R0.01 each from the Chris Nissen Family Trust; 51.4.1.7 On 1 April 2014 the Company – 51.4.1.7.1 repurchased 175 800 ordinary par value shares of R0.01 each from The New Sea Harvest Staff Re-investment Trust; and 51.4.1.7.2 issued 6 023 741 par value shares of R0.01 each to MIT II; 51.4.1.8 On 30 April 2014 the Company – 51.4.1.8.1 repurchased 11 175 000 Ordinary Shares with a par value of R0.01 each from MIT I; and 51.4.1.8.2 redeemed 308 575 A Redeemable Preference Shares held by Brimstone and Kagiso; 51.4.1.9 on 1 September 2014 the Company – 51.4.1.9.1 repurchased 1 500 000 Ordinary Shares with a par value of R0.01 each from MIT I; 51.4.1.9.2 issued 1 500 000 Ordinary Shares with a par value of R0.01 each to MIT II; 51.4.1.10 on 31 October 2014 the Company repurchased 225 000 Ordinary Shares with a par value of R0.01 each from MIT I; 51.4.1.11 on 19 November 2014 the Company issued – 51.4.1.11.1 734 157 Ordinary Shares with a par value of R0.01 each to MIT II; and 51.4.1.11.2 4 258 138 Ordinary Shares with a par value of R0.01 each to Staff Trust;

107 51.4.1.12 On 25 May 2015, the Ordinary Shares in the capital of the Company was converted from ordinary par value shares of R0.01 each to ordinary no par value shares, immediately thereafter the Ordinary Shares were subdivided on a 10:1 basis, resulting in the authorised Ordinary Share capital consisting of 1 500 000 000 Ordinary Shares of no par value and the issued Ordinary Share capital consisting of 974 402 360 Ordinary Shares of no par value; 51.4.1.13 on 20 July 2016 the Company’s authorised share capital was amended by the creation of 1 000 000 C Redeemable Preference Shares; 51.4.1.14 on 3 August 2016 the Company issued 200 000 C Redeemable Preference Shares to Brimco in order to partly fund the acquisition of an interest in Mareterram; and 51.4.1.15 on 15 February 2017 the Company’s authorised and issued share capital was amended as follows – 51.4.1.15.1 the Ordinary Shares, consisting of 1 500 000 000 authorised Ordinary Shares and 974 402 360 issued Ordinary Shares, were consolidated on the basis of one Ordinary Share for every six Ordinary Shares, rounded up or down, as the case may be, to the nearest whole number, with the effect that after such consolidation, there were 250 000 000 authorised Ordinary Shares and 162 400 393 issued Ordinary Shares; and 51.4.1.15.2 immediately after such consolidation, its authorised Ordinary Share capital was increased from 250 000 000 to 10 000 000 000 (ten billion) Ordinary Shares by the creation of 9 750 000 000 new Ordinary Shares. 51.4.1.16 on 16 February 2017, the Company – 51.4.1.16.1 redeemed 1 684 093 B Redeemable Preference Shares held by Brimco; and 51.4.1.16.2 redeemed 200 000 C Redeemable Preference Shares held by Brimco; 51.4.1.17 on 16 February 2017, the Shareholders adopted special resolutions to amend the authorised share capital of the Company, and the MOI of the Company, by removing the A Redeemable Preference Shares, B Redeemable Preference Shares and C Redeemable Preference Shares therefrom. Such special resolutions have been lodged with CIPC for filing but such filing has, as at the Last Practicable Date not yet been confirmed; 51.4.1.18 on 17 February 2017, the Company – 51.4.1.18.1 repurchased 3 500 000 Ordinary Shares from MIT I; 51.4.1.18.2 repurchased 10 322 373 Ordinary Shares from MIT II. 51.4.2 Apart from these alterations, there have been no other alterations in the authorised or issued share capital of the Company from its incorporation and up to the Last Practicable Date.

51.5 Voting, variation, conversion of rights and other rights of shareholders 51.5.1 The provisions of the MOI relating to the voting rights and variation of rights attaching to Ordinary Shares are summarised in Annexure 8. 51.5.2 There are no conversion or exchange rights to Ordinary Shares, nor do any Shareholders have any redemption rights or preferential rights to profits or capital. 51.5.3 The rights of Shareholders to participate in dividends, rights to profits or capital, including the rights of Shareholders on liquidation or distribution of capital assets of the Company, are determined by the MOI and the relevant summaries thereof are set out in Annexure 8.

51.6 Options or preferential rights in respect of shares Except as disclosed in this Pre-listing Statement, there is no contract or arrangement, nor has any been proposed, whereby any option or preferential right of any kind has been or will be given to any person to subscribe for any shares in the Company or any of its Subsidiaries.

108 52. MAJOR SHAREHOLDERS OF SEA HARVEST 52.1 Share ownership As at the Last Practicable Date, to the best of the Directors’ knowledge and belief, the following Shareholders have beneficial interests in 5% or more of the issued shares of the Company (including any preference shares): % of issued Number of % of issued Number of Ordinary Ordinary Ordinary Ordinary Shares prior Shares held Shares held Shares held to the Offer subsequent subsequent Ordinary Shareholder prior to Offer (direct interest) to the Offer1 to the Offer1 Brimstone (through its wholly-owned subsidiary, Brimco) 138 040 333 92.9% 138 040 333 58.3%

Note: (1) Assuming an Offer Price at the mid-point of the Offer Price Range

52.2 Controlling Shareholders 52.2.1 As at the Last Practicable Date, Brimco was the controlling Shareholder of the Company, holding 92.9% of the Ordinary Shares. 52.2.2 Following the Listing, Brimco is expected to hold a controlling stake in the Company, comprising approximately 58.3% of the Ordinary Shares.

53. MATERIAL LEASE PAYMENTS, COMMITMENTS AND CONTINGENT LIABILITIES Details regarding the Company’s material lease payments and commitments are set out in Annexure 9 and Annexure 10, respectively. The Company has no material contingent liabilities.

54. MATERIAL CONTRACTS 54.1 As at the Last Practicable Date, other than the agreements described in Annexure 14, there are no material contracts, being restrictive funding arrangements and/or a contracts entered into (whether verbally or in writing) otherwise than in the ordinary course of business carried on, or proposed to be carried on, by the Company or its Subsidiaries during the two years preceding the Last Practicable Date, or at any time but containing an obligation or settlement that is material to the Company or its Subsidiaries. 54.2 As at the Last Practicable Date, other than the Services Agreement entered into with Brimstone as described in Annexure 14, the Company and its Subsidiaries have not entered into any material agreements relating to the payment of technical, administrative or secretarial fees nor are they party to any material restraint or trade payments or any agreements in terms of royalties.

55. MATERIAL CHANGES The Directors report that there have been no material adverse changes in the financial and trading position or the assets and liabilities of the Company or any company within the Group between 31 December 2016 (date of the audited financial statements) and the Last Practicable Date. Furthermore, there has been no change in the trading objectives of the Company and its Subsidiaries during the five years preceding the Last Practicable Date. Except as disclosed in this Pre-listing Statement, there have been no material changes in the business of the Company during the past five years. The Company does not benefit from any significant government protection or investment encouragement law.

56. MATERIAL LOANS, LOAN CAPITAL AND INTER-COMPANY BALANCES 56.1 As at the Last Practicable Date, neither the Company nor any of its Subsidiaries had any material loans receivable from third parties, other than the VFG loan and the Vuna Loan. 56.2 No loans have been made or security furnished by the Company to or for the benefit of any Director or manager as at the Last Practicable Date, other than those disclosed in Annexures 10 and 14.

109 56.3 The Company has not created any debentures and there are no debentures in issue. There are no debentures created in terms of a trust deed, furthermore no debentures are to be issued in terms of a trust deed. No debenture stock has been created by way of conversion or replacement of debentures previously issued. 56.4 There are no conversion or redemption rights relating to material loans and/or debentures. 56.5 There are no material intra-group financial or other transactions save for intra-group loans as disclosed in Annexure 10. Full details of intra-group loans between the Group companies are presented in Annexure 10 and show intra-group balances before elimination on consolidation. 56.6 Details of the Group’s material borrowings as at the Last Practicable Date are set out in Annexure 10 to this Pre-listing Statement.

57. PRINCIPAL IMMOVABLE PROPERTY OWNED OR LEASED 57.1 As at the Last Practicable Date the Group did not own any immovable properties. Details of the principal immovable properties leased by the Group are set out in Annexure 9 to this Pre-listing Statement. 57.2 As at the Last Practicable Date the Company had five material leases in place over five immovable properties. Details of such material leases are set out in Annexure 9 to this Pre-listing Statement. None of the Company’s Directors had any material interest in such material leases over the applicable immovable properties.

58. MATERIAL ACQUISITIONS The information regarding material acquisitions made by the Group within the three years preceding the Last Practicable Date is set out in Annexure 11.

59. PROPERTY ACQUIRED OR TO BE ACQUIRED 59.1 There are no options to acquire immovable property and other properties in the nature of a fixed asset by the Company and any of its Subsidiaries. 59.2 The application for Listing does not coincide, directly or indirectly, with the acquisition by the Company, or any of its Subsidiaries, of securities in or of the business undertaking of any other company, in consequence of which that company or business undertaking will become subsidiaries of or part of the business of the Company.

60. PROPERTY DISPOSED OF OR TO BE DISPOSED OF Details of material disposals of assets of the Company in the three years preceding the Last Practicable Date are set out in Annexure 11.

61. COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING No commissions, discounts, brokerages or other special terms have been granted by the Company in the three years preceding the Last Practicable Date in connection with the issue or sale of any shares, where this has not been disclosed in the audited annual financial statements of the Company, save as in relation to the Offer as set out in this Pre-listing Statement.

62. INTERESTS OF DIRECTORS AND PROMOTERS Save as set out in (i) Section 3 above; (ii) Annexure 11; and (iii) the related party disclosure in paragraph 66 below: 62.1 neither the Company nor any of its Subsidiaries nor any other person has paid any amounts nor agreed to pay any amounts in the three years preceding the Last Practicable Date to any Directors or to a related person, or to any company of which a Director is also a director, or in which Directors are beneficially interested, directly or indirectly (the “associate company”) or to any partnership, syndicate or other association of which the Directors are members (the “associate entity”), in cash or in securities or otherwise, either as an inducement to become or to qualify a person as a Director

110 or for services rendered by Directors or by the associate company or associate entity in connection with the promotion or formation of the Company. For the purposes of this paragraph, Director includes a reference to the directors of the Subsidiaries; 62.2 no Director or promoter of the Company has any material beneficial interest, either direct or indirect, in (i) the promotion of the Company; (ii) any property proposed to be acquired by the Company out of the proceeds of the Offer; or (iii) any property acquired or proposed to be acquired by the Company or any of its Subsidiaries in the three years immediately preceding the Last Practicable Date; and 62.3 no Director or promoter of the Company has been a member of a partnership, syndicate or other association of persons that had such an interest nor has any cash or securities been paid or any other benefit given to any promoter in the aforementioned three-year period.

63. SHARES ISSUED OR TO BE ISSUED OTHERWISE THAN FOR CASH Details relating to shares issued or agreed to be issued by the Company or by any of its Subsidiaries in the three years preceding the Last Practicable Date other than for cash are set out in paragraph 51.2 above and in Annexure 13 below.

64. AMOUNTS PAID OR PAYABLE TO PROMOTERS 64.1 The Company will pay to the Bookrunner the commission set out in the Placement Agreement and/or related mandate agreement and reimburse certain related expenses incurred in this regard. 64.2 Save as set out in the preceding paragraph, no amount has been paid or proposed to be paid in the three years preceding the Last Practicable Date to any promoter, or to any partnership, syndicate or other association of which that promoter is or was a member, nor has any cash or security been paid nor proposed, nor any other benefit given nor proposed to any such promoter, partnership, syndicate or other association in the aforementioned three-year period.

65. LISTING ON THE JSE 65.1 The JSE has granted the Company a listing in respect of all of the Company’s issued Ordinary Shares in the “Farming, Fishing and Plantations” sector of the Main Board of the JSE under the abbreviated name “SeaHarvst”, symbol “SHG” and ISIN: ZAE000240198. 65.2 As of the date of the Listing, the Company will be required to comply with the Listings Requirements.

66. RELATED PARTY TRANSACTIONS Save as set out in Annexure 14, there are no other related party transactions or loans to Directors or employees of the Company.

67. LITIGATION There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened) of which the Group is aware, which may or may have had, in the 12 months prior to the Last Practicable Date, a material effect on the financial position of the Group.

68. VENDORS 68.1 Mareterram Acquisition 68.1.1 The Company’s shareholding in Mareterram was acquired through a combination of subscription for shares as part of its initial public offering, and a general offer to all its shareholders after it became a listed company. 68.1.2 There are accordingly no details to be disclosed in respect of the vendors, and the relevant transaction documentation did not contain any provisions relating to restraints or warranties of any nature, including in respect of book debts and taxation.

111 69. DIRECTORS’ RESPONSIBILITY STATEMENT The Directors, whose names are set out in paragraph 23.1 above of this Pre-listing Statement, have considered all statements of fact and opinion in this Pre-listing Statement in relation to the Company and its business and: 69.1 collectively and individually, accept full responsibility for the accuracy of the information given; and 69.2 certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading and all reasonable enquiries to ascertain such facts have been made; and 69.3 have been advised that this Pre-listing Statement contains all information required by law and the Listings Requirements.

70. ESTIMATED EXPENSES OF THE OFFER AND LISTING 70.1 As at the Last Practicable Date, the estimated expenses of the Listing and Offer (exclusive of VAT) are as follows: Estimated amount Nature of expense Payable to R’000 Financial Advisor, Bookrunner and Standard Bank 26 250 Transaction Sponsor Legal counsel to Sea Harvest Cliffe Dekker Hofmeyr 3 000 Legal advisor to Sea Harvest Webber Wentzel 500 Remuneration advisor to Sea Harvest PricewaterhouseCoopers 610 Independent reporting accountants Deloitte & Touche 750 Legal counsel to Financial Advisor, Allen & Overy 625 Bookrunner and Transaction Sponsor Transfer secretaries Computershare 20 Listing fees JSE 463 Documentation inspection fees JSE 117 Printing, publication and distribution costs Ince 350 Other expenses 758 Total estimated expenses and fee 33 443

70.2 No preliminary expenses have been incurred in relation to the Listing, and the table above represents the total estimated cost of the Listing. 70.3 Disclosure of conflict: 70.3.1 Shareholders are advised that Standard Bank has been appointed as Financial Advisor, Bookrunner and Transaction Sponsor in relation to the Listing. Shareholders are referred to paragraph 70.1 above which sets out fees payable to Standard Bank in respect of the Listing. 70.3.2 Sea Harvest has entered into various funding facilities with Standard Bank in the ordinary course of its business and is in the process of renegotiating its debt facilities as more fully described in paragraph 19 in section 2 of this Pre-listing Statement. 70.3.3 In its capacity as Transaction Sponsor, Standard Bank has confirmed to the JSE and Sea Harvest that there is no matter that would impact on its ability to exercise reasonable care and judgement to achieve and maintain independence and objectivity in professional dealings in relation to Sea Harvest, and that would impact on its ability to act within the Code of Conduct as set out in the Listings Requirements. The Standard Bank JSE and Regulatory team is a separate and distinct unit within the larger Standard Bank Corporate Finance department comprising of its own dedicated team members. 70.3.4 Standard Bank has various internal procedures in place to ensure that its ability to act independently as JSE Sponsor is not compromised. Pursuant to these internal procedures, Standard Bank has a Compliance Control Room function that identifies and manages conflicts risks and ensures that strict “Chinese Walls” are maintained to ensure that as JSE

112 Sponsor, it is able to act independently from other divisions within Standard Bank. Standard Bank also enforces and implements physical and logical access restrictions to information, which is limited to deal teams for whom the information is relevant, for the purpose of fulfilling the client mandate.

71. CONSENTS 71.1 The Independent Reporting Accountants whose reports are included as Annexure 2, Annexure 4 and Annexure 6 to this Pre-listing Statement have given and have not, prior to publication, withdrawn their written consent to the inclusion of their reports in the form and context in which they appear. 71.2 Each of the Company’s advisers, whose names appear in the “Corporate Information and Advisors” section of this Pre-listing Statement, have consented in writing to act in the capacities stated and to their names appearing in the Pre-listing Statement, and have not withdrawn their consent prior to the publication of the Pre-listing Statement.

72. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the registered office of the Company and at the offices of Standard Bank at the addresses given in the “Corporate Information and Advisors” section of this Pre-listing Statement, during normal office hours from the date of issue of this Pre-listing Statement for a period of not less than 14 calendar days after the Closing Date: 72.1 the MOI of the Company and each of the Company’s major Subsidiaries; 72.2 the Material Contracts; 72.3 the audited consolidated financial statements of the Company for the years ended 31 December 2016, 31 December 2015 and 31 December 2014, as reproduced in Annexure 1; 72.4 the Reporting Accountants’ report on the historical financial information of the Company for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 including with all notes, certificates, or information required by the Act, as reproduced in Annexure 2; 72.5 the Reporting Accountants’ report on the pro forma financial information of the Company, as reproduced in Annexure 4; 72.6 the Reporting Accountants’ report on the normalised pro forma financial information of the Company, as reproduced in Annexure 6; 72.7 summaries of the service contracts of the Executive Directors of the Company and its major Subsidiaries; 72.8 the written consents of the advisers of the Company to being named as acting in the stated capacity in the section entitled “Corporate information and Advisors” and the use of their names in this Pre-listing Statement; and 72.9 the written consents of the Independent Reporting Accountants to being named as acting in the stated capacity in the section entitled “Corporate information and Advisors”, the use of their names in this Pre-listing Statement and the inclusion of their reports herein.

113 SECTION 7: TAXATION

The following summary provides an overview of the tax consequences of the purchase, ownership and disposition of the Offer Shares. It is not a complete description of all the possible tax consequences of such purchase, ownership or disposition. This summary is based on the laws as in force and as applied in practice on the date of this Pre-listing Statement and is subject to changes to those laws and practices subsequent to the date of this Pre-listing Statement. In the case of persons who are non-residents of South Africa for income tax purposes, it should be read in conjunction with the provisions of any applicable double tax agreement between South Africa and their country of tax residence. Investors should consult their own advisers as to the tax consequences of the purchase, ownership and disposal of the Offer Shares in light of their particular circumstances, including, in particular, the effect of any state, regional, local or other tax laws.

73. SOUTH AFRICAN TAXATION This summary of certain material South African income tax consequences only deals with initial purchasers of Offer Shares that are SA Holders and Non-SA Holders, as defined below, and that will hold the Offer Shares as capital assets. As used herein the term “SA Holder” means a “shareholder” who is: (i) a natural person ordinarily resident in South Africa; (ii) a natural person not ordinarily resident in South Africa but whose physical presence in South Africa exceeds certain prescribed thresholds or; (iii) a person, other than a natural person, which is incorporated, established or formed in South Africa or which has its place of effective management in South Africa. The term does not include a non-natural person incorporated, established or formed in South Africa, if that person is deemed to be exclusively the resident of another country for purposes of the application of any agreement entered into between South Africa and that other country for the avoidance of double taxation. The term “Non-SA Holders” means a “shareholder” other than a “SA Holder”. In general, a “shareholder” means the registered shareholder in respect of a share or, where some person other than the registered shareholder is entitled to all or part of the benefit of the rights of participation in the profits, income or capital attaching to that share, that other person to the extent of that entitlement. Prospective purchasers with questions regarding their status as either South African residents or shareholders should consult their tax advisers. The following paragraphs contain a general summary of South African tax implications. The tax analysis is therefore not comprehensive or determinative and should not be regarded as tax advice given by the Company or any of its advisers to the Offer.

73.1 Dividends 73.1.1 A “dividend” is defined as any amount transferred or applied by a company for the benefit of any shareholder by virtue of any share held by that shareholder in that company, whether by way of a distribution, or as consideration for the acquisition of any share in that company. The “dividend” definition contains four exclusions. Firstly, amounts resulting in a reduction of contributed tax capital (“CTC”) (as described below) will not constitute a dividend. Secondly, dividends will not include capitalisation awards. Thirdly, an open market purchase (i.e. general repurchase) by a listed company of its own shares on the exchange operated by the JSE will not constitute a dividend. Fourthly, dividends will not include redemptions of a participatory interest in a foreign collective investment scheme (specifically stated in the “foreign dividend” definition). 73.1.2 CTC, in its basic form, will comprise amounts received by or accrued to a company as consideration for the issue of its shares. This would therefore typically be share capital and share premium (excluding any portion thereof which comprises capitalised reserves). 73.1.3 In general, dividends paid by the Company to SA Holders will be exempt from South African income tax in their hands. The position of the non-SA Holders will depend on the tax legislation in which they are tax resident.

114 73.2 Dividends Tax 73.2.1 Dividends Tax (“DWT”) is a withholding tax imposed on Dividends paid to shareholders. 73.2.2 DWT is imposed in respect of any dividend paid by a company and is levied at a rate of 20%. Subject to certain administrative requirements, this rate may be reduced to as low as 5% under the provisions of certain double tax agreements. In addition, the DWT legislation includes a number of exemptions, including exemptions for dividends declared to a company which is a South African resident (subject to certain administrative requirements) and dividends paid to certain exempt entities. Dividends paid to natural persons will be subject to the DWT.

73.3 Distributions of CTC A distribution by a company of CTC does not constitute a dividend for DWT purposes. Instead, for CGT purposes the distribution of CTC will be allocated against the full base cost of the share, i.e. the SA Holders will be subject to CGT on any capital gain realised as a result of a distribution of CTC which is in excess of the base cost of the shares (the base cost would include, inter alia, the original consideration for the shares).

73.4 Taxation of capital gains and losses 73.4.1 South African resident shareholders – individuals A disposal of shares by an individual shareholder who is resident in South Africa for tax purposes and that holds the shares as capital assets may give rise to a gain (or loss) for the purposes of CGT. The capital gain (or loss) on disposal of the shares is equal to the difference between the disposal proceeds and the base cost. A shareholder’s base cost for the shares will generally be the consideration paid for those shares. The base cost for the listed shares may be increased by one-third of any interest incurred to finance the cost of acquiring the shares, and other direct costs incurred in acquiring the shares, to the extent that such amounts are not otherwise allowable for deduction in the determination of taxable income. A gain on a disposal of shares, together with other capital gains, less allowable capital losses in a year of assessment, is subject to tax at the individual’s marginal tax rate (currently a maximum of 45%) to the extent that it exceeds the annual exclusion (R40 000 for the years of assessment ended 28 February 2018). Only 33% of the net capital gain is included in taxable income, resulting in a maximum effective tax rate on capital gains of 18%. On the death of a taxpayer, there is a deemed disposal of the shares at market value, unless the shares are bequeathed to, or in favour of, a surviving spouse. Deemed disposals to a surviving spouse, who is a South African resident, are treated, in practical effect, as taking place at no gain or loss. The annual exclusion where death occurs during the year of assessment ending 28 February 2018 is R300 000. Where a taxpayer emigrates (i.e. gives up South African tax residence) there will also be a deemed disposal of the shares at market value and this may trigger CGT.

73.4.2 South African resident shareholders – corporates A disposal of shares by a South African resident corporate shareholder, that holds the shares as capital assets may give rise to a capital gain (or loss) for the purposes of CGT. The capital gain (or loss) on disposal of the shares is equal to the difference between the disposal proceeds and the base cost. A shareholder’s base cost for the shares will generally be the consideration paid for the shares. The base cost for the shares may be increased by one third of any interest incurred to finance the cost of acquiring the shares, and other direct costs incurred in acquiring the shares, to the extent that such amounts are not otherwise allowable for deduction in the determination of taxable income. A capital gain on a disposal of shares by a corporate shareholder, together with other capital gains, less allowable losses in a year of assessment, is subject to tax at the normal tax rate for companies (currently 28%). Only 80% of the net capital gain is included in taxable income, resulting in a maximum effective tax rate on capital gains of 22.4%.

115 73.4.3 Non-South African resident shareholders – individuals and corporates 73.4.3.1 A disposal of shares by a Non-SA Holder would give rise to a gain (or loss) for the purposes of CGT to the extent that the gains are realised pursuant to the disposal of any interest in immovable property situated in South Africa. An interest in immovable property situated in South Africa includes shares if: 73.4.3.1.1 80% or more of the market value of the interest in immovable property, at the time of disposal, is attributed directly or indirectly to immovable property held otherwise than as trading stock; and 73.4.3.1.2 the shareholder (alone or together with any connected person in relation to that shareholder), directly or indirectly holds at least 20% of the shares. 73.4.3.2 Currently not more than 80% of the market value of the shares is attributable to immovable property and consequently the shares will not fall within the ambit of the South African CGT legislation. Even if this were the case, the provisions of an applicable double tax agreement between South Africa, and their country of tax residence would need to be consulted in order to determine which country has taxing rights in respect of any gain realised.

73.5 Estate duty Where a person who is ordinarily resident in South Africa holds shares at the date of his or her death, the market value of such shares will be included in the estate. Estate duty is levied at a flat rate of 20% on the dutiable amount of the deceased estate to the extent that it exceeds R3.5 million per estate. In determining the dutiable amount of an estate, deductions are, inter alia, allowed for the value of bequests and property left to a surviving spouse, and estate liabilities, including capital gains tax paid on the deemed disposal of the shares on date of death.

73.6 Securities transfer tax 73.6.1 Securities transfer tax (“STT”) of 0.25% of the applicable taxable amount is payable in respect of every “transfer” of securities issued by a company incorporated in South Africa. “Transfer” includes any cancellation or redemption of a security, but does not include the issue of a security or any event that does not result in a change in beneficial ownership of a security. A purchase of shares from or through the agency of a JSE registered broker is subject to STT of 0.25% of the purchase consideration. The STT is payable by the broker, which may recover it from the transferee. Where shares are not purchased from or through the agency of a broker, but the change in beneficial ownership is effected by a CSDP, STT of 0.25% of the greater of the declared purchase consideration or the JSE closing price of shares on the date of the transaction is payable by the CSDP, which may recover it from the transferee. 73.6.2 In any other case of a change in beneficial ownership of shares, STT of 0.25% of the greater of the declared purchase consideration or the JSE closing price of shares is payable by the transferee through the broker or CSDP, which holds the shares in custody. If the shares are not held in custody by a broker or CSDP, the STT is payable by the transferee through the issuing company.

116 SECTION 8: SOUTH AFRICAN EXCHANGE CONTROL

74. GENERAL 74.1 Currency and shares are not freely transferable from South Africa to any jurisdiction outside the geographical borders of South Africa or jurisdictions outside of the Common Monetary Area. These transfers must comply with the Exchange Control Regulations as described below. The Exchange Control Regulations also regulate the acquisition by former residents and non-residents of Offer Shares. 74.2 Applicants who are resident outside the Common Monetary Area should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an application to be made in response to the Offer. The following summary is intended as a guide and is therefore not comprehensive. If investors are in any doubt regarding Exchange Control Regulations, they should consult their professional advisor.

75. EMIGRANTS FROM THE COMMON MONETARY AREA 75.1 A former resident of the Common Monetary Area who has emigrated from South Africa may use emigrant blocked funds to acquire Offer Shares in terms of this Pre-listing Statement. 75.2 All payments in respect of subscriptions for or purchases of Offer Shares by an emigrant using emigrant blocked funds must be made through the authorised dealer in foreign exchange controlling the blocked assets. 75.3 Shares issued in respect of Offer Shares acquired with emigrant blocked funds in terms of this Pre-listing Statement will be credited to their emigrant blocked share accounts at the CSDP controlling their blocked portfolios. 75.4 Shares issued in certificated form in respect of Offer Shares acquired with emigrant blocked Rand in terms of this Pre-listing Statement will be endorsed “Non-Resident” in accordance with the Exchange Control Regulations and will be placed under the control of an authorised dealer in foreign exchange through which the payment was made. 75.5 If applicable, refund monies payable in respect of unsuccessful applications or partly successful applications for Offer Shares, as the case may be, in terms of this Pre-listing Statement, emanating from emigrant blocked accounts, will be returned, in terms of the Exchange Control Regulations, to the authorised dealer administering such emigrant blocked Rand, for credit to such applicants’ emigrant blocked accounts. 75.6 The CSDP or broker through which the Company’s shareholders have dematerialised their shares is responsible for ensuring adherence to the Exchange Control Regulations.

Signed at on by/or on behalf of the Company in terms of a resolution of the Directors.

By order of the Board

6 March 2017

SEA HARVEST GROUP LIMITED

Registered office: 1st Floor, Block C, The Boulevard Office Park Searle Street Woodstock, Cape Town Western Cape, South Africa (PO Box 761, Cape Town, 8000)

117 ANNEXURE 1

AUDITED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF THE GROUP

The consolidated historical financial information of the Group for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 are set out below. The Directors of the Group are responsible for the preparation of the consolidated historical financial information contained in this Annexure 1. The consolidated historical financial statements for the years ended 31 December 2016, 31 December 2015 and 31 December 2014 was prepared by Lisa Jainundh CA(SA) under the supervision of the Financial Director, JP De Freitas CA(SA). The consolidated financial statements for the years ended 31 December 2016, 31 December 2015 and 31 December 2014, from which the information below was extracted, were audited by Deloitte & Touche in accordance with International Standards on Auditing, who issued an unqualified audit opinion on the financial statements. The commentary on the financial performance of the Group for the years ended 31 December 2016, 31 December 2015 and 31 December 2014 is included in section 2 of this Pre-listing Statement. Consolidated statement of profit or loss and other comprehensive income for the years ended 31 December 2016 2015 2014 Notes R’000 R’000 R’000 Revenue 1 1 931 979 1 365 487 1 349 543 Cost of sales (1 326 521) (1 024 519) (985 728) Gross profit 605 458 340 968 363 815 Other operating income 31 607 61 096 13 899 637 065 402 064 377 714 Selling and distribution expenses (111 704) (88 244) (82 225) Marketing expenses (13 372) (10 267) (10 611) Administration expenses (243) (584) (498) Other operating expenses (314 567) (189 127) (187 393) Operating profit 2 197 179 113 842 96 987 Share of loss from associate (171) – – Share of profit from joint venture 13 540 2 272 9 353 Gain recognised on the remeasurement of interest in former associate 39 640 – – Profit before finance costs and taxation 250 188 116 114 106 340 Investment income 3 2 075 2 333 1 163 Finance costs 4 (77 892) (50 606) (49 676) Net profit before taxation 174 371 67 841 57 827 Taxation 5 (42 857) (24 742) (19 828) Profit for the year 131 514 43 099 37 999

118 2016 2015 2014 Notes R’000 R’000 R’000 Other comprehensive income Items that will not be subsequently reclassified to profit or loss: Net remeasurement loss on defined benefit plans – (1 495) – Income tax relating to items that will not be subsequently reclassified to profit or loss – 419 – – (1 076) – Items that may be reclassified subsequently to profit or loss: Net fair value loss on available-for-sale financial asset – – (19 535) Net fair value gain/(loss) on hedging instruments entered into for cash flow hedges 134 491 (136 272) 47 053 Exchange differences on foreign operations (44 361) – – Income tax relating to items that may subsequently be reclassified to profit or loss (39 763) 38 156 (9 527) 50 367 (98 116) 17 991 Total other comprehensive income/ (loss) 50 367 (99 192) 17 991 Total comprehensive income/(loss) for the year 181 881 (56 093) 55 990 Profit for the year attributable to: Owners of the parent 121 876 43 099 37 999 Non-controlling interest 9 638 – – 131 514 43 099 37 999 Total comprehensive income/(loss) for the year attributable to: Equity holders of the parent 186 670 (56 093) 55 990 Non-controlling interest (4 789) – – 181 881 (56 093) 55 990 Earnings per share (cents) Basic 6 14 4(1) 4 Diluted 6 13 4(1) 4 Headline earning per share (cents) Basic 9 4 4 Diluted 8 4 4 (1) In 2015, a 10:1 share split was effected.

119 Consolidated statement of financial position as at 31 December 2016 2015 2014 Notes R’000 R’000 R’000 ASSETS Non-current assets Property, plant and equipment 7 541 513 442 955 365 438 Intangible assets 8 359 346 92 440 108 527 Goodwill 9 104 224 – – Investment in joint venture 11 21 845 7 860 14 036 Investment in associate 12 – 54 542 – Available-for-sale investment 13 25 264 25 264 25 264 Other financial assets 21 1 233 – – Loans to related parties 31 4 389 4 979 45 Deferred tax assets 22 33 545 – – Total non-current assets 1 091 359 628 040 513 310 Current assets Inventories 14 291 758 168 905 187 596 Trade and other receivables 15 282 750 239 432 195 263 Short-term other financial assets 21 46 629 – 38 479 Tax assets 5 6 370 4 546 14 183 Cash and bank balances 16 154 404 76 418 91 270 Total current assets 781 911 489 301 526 791 TOTAL ASSETS 1 873 270 1 117 341 1 040 101 EQUITY AND LIABILITIES Capital and reserves Stated capital 17 849 5 180 5 180 Preference share capital and premium 17 368 409 168 409 168 409 Other reserves 17 16 030 (55 271) 42 845 Retained earnings/(Accumulated loss) 132 116 11 774 (30 249) Equity attributable to the equity holders of the parent 517 404 130 092 186 185 Non-controlling interests 137 687 – – TOTAL EQUITY 655 091 130 092 186 185 Non-current liabilities Long-term interest-bearing borrowings 18 371 917 296 573 296 516 Loans from related parties 31 54 664 55 356 56 050 Employee related liabilities 19 31 209 25 427 23 103 Deferred grant income 20 13 733 15 110 – Other financial liabilities 21 82 450 – – Deferred tax liabilities 22 133 410 81 330 105 952 Shareholders for dividends 135 404 110 885 87 784 Total non-current liabilities 822 787 584 681 569 405

120 2016 2015 2014 Notes R’000 R’000 R’000 Current liabilities Trade and other payables 23 291 568 237 299 246 470 Short-term interest-bearing borrowings 18 52 536 41 297 26 158 Short-term deferred grant income 20 1 551 2 272 – Short-term other financial liabilities 21 21 121 106 200 – Provisions 24 17 843 15 500 11 883 Tax liabilities 5 8 342 – – Short-term shareholder for dividends 2 431 – – Total current liabilities 395 392 402 568 284 511 TOTAL EQUITY AND LIABILITIES 1 873 270 1 117 341 1 040 101 Number of shares in issue at year end1 849 242 974 402 97 440 NAV per share (cents) 60.92 13.351 191.08 TNAV per share (cents) 33.31 3.861 79.70

1 In 2015, a 10:1 share split was effected.

121 Consolidated statement of cash flows for the year ended 31 December 2016 2015 2014 Notes R’000 R’000 R’000 CASH FLOWS FROM OPERATING ACTIVITIES Cash generated from operations 30 328 418 198 033 126 711 Investment income received 2 075 2 333 1 163 Interest paid (50 943) (27 505) (144 982) Income tax paid (30 310) (1 152) (21 258) Dividends received – 7 970 11 955 Net cash generated from/(used in) operating activities 249 240 179 679 (26 411) CASH FLOWS FROM INVESTING ACTIVITIES Payments to acquire investment in associate – (54 542) – Payments to acquire investment in subsidiary (195 990) – – Payments for property, plant and equipment (107 449) (152 487) (196 034) Proceeds from the disposal of property, plant and equipment 3 830 6 935 507 Payments for intangible assets (3 164) – – Amounts advanced to related parties (103) (5 627) (4 675) Proceeds on receipt of a government grant – 20 125 – Net cash used in investing activities (302 876) (185 596) (200 202) CASH FLOWS FROM FINANCING ACTIVITIES (Repayment of)/proceeds from borrowings (55 806) 15 196 139 080 (Repayment of)/proceeds from other financial liabilities (12 519) (24 131) 57 085 Proceeds on issue of C class preference shares 200 000 – – Proceeds from issue of equity instruments of the company – – 4 200 Redemption of redeemable preference shares – – (30 858) Net cash generated from/(used in) financing activities 131 675 (8 935) 169 507 Net increase/(decrease) in cash and cash equivalents 78 039 (14 852) (57 106) Cash and cash equivalents at the beginning of the year 76 418 91 270 148 376 Effects of exchange rate changes on the balance of cash held in foreign currencies (53) – – Cash and cash equivalents at the end of the year 16 154 404 76 418 91 270

122 Total R’000 4 331 equity (1 076) 37 999 33 878 55 990 43 099 (30 989) (15 887) (72 067) (98 116) (56 093) 186 185 186 185 186 130 092 130 228 921 – – – – – – – – – – – – – – – Non- R’000 interest controlling Total R’000 4 331 (1 076) 37 999 33 878 55 990 43 099 (30 989) (15 887) (72 067) (98 116) (56 093) 186 185 186 185 186 130 092 130 228 921 – – – – – R’000 3 820 (1 076) 11 774 11 37 999 37 999 43 099 42 023 (72 067) (30 249) (30 249) earnings Retained – – – – – – – – – – – – – – – R’000 reserve Foreign currency translation – – – – – – – – – – – – – – – R’000 Equity settled reserve payments – – – – – – – R’000 (8 342) 33 878 33 878 25 536 25 536 reserve (98 116) (98 116) (72 580) hedging Cash flow – – – – – – – – – R’000 33 196 309 17 309 17 309 17 reserve (15 887) (15 887) Investment revaluation – – – – – – – – – – share R’000 (30 855) 199 247 199 392 168 392 168 392 168 premium Preference – – – – – – – – – – (3) 17 17 17 20 share R’000 capital Preference – – – – – – – – – 980 (131) 5 180 5 180 5 180 R’000 4 331 Stated capital Consolidated Statement of Changes in Equity for the year ended 31 December 2016 GROUP 2014 Balance as at 1 January Issue of ordinary shares Redemption of ordinary and shares preference for year Profit Item of other comprehensive net of income for the year, income tax Net fair value gain/(loss) on available for sale financial assets Net fair value gain/(loss) on cash flow hedge income comprehensive Total for the year and paid Dividends declared Balance as at 31 December 2014 2015 Balance as at 1 January for the year Profit Item of other comprehensive net of income for the year, income tax: gains/(losses) Remeasurement on defined benefit plans Net fair value gain/(loss) on cash flow hedge income comprehensive Total for the year Balance as at 31 December 2015

123 120 Total R’000 7 009 equity (1 557) 94 729 (44 361) 130 092 130 200 000 137 546 131 514 181 881 655 091 – – – 70 502 Non- R’000 4 428 9 638 (4 789) interest (14 297) 137 687 137 137 546 controlling – Total R’000 6 507 (4 308) (1 557) 94 659 (29 865) 130 092 130 404 517 200 000 121 876 186 670 – – – – – 23 R’000 (1 557) 11 774 11 132 116 132 121 876 121 876 earnings Retained – – – – – – – – R’000 reserve Foreign (29 865) (29 865) (29 865) currency translation – – – – – – – – – R’000 6 507 6 507 Equity settled reserve payments – – – – – – – R’000 94 659 94 659 22 079 reserve (72 580) hedging Cash flow – – – – – – – – – R’000 17 309 17 309 17 reserve Investment revaluation – – – – – – – – – share R’000 168 392 168 392 168 premium Preference – – – – – – – – 17 share R’000 capital 200 017 200 000 Preference – – – – – – – – 849 5 180 R’000 Stated (4 331) capital GROUP 2016 Balance as at 1 January Issue of shares Recognition of treasury shares interest and non-controlling trusts share arising from arising interest Non-controlling on the acquisition of (Pty) Ltd (note 29) Mareterram for the year Profit Item of other comprehensive net of income for the year, income tax Net fair value gain/(loss) on cash flow hedge gain/(loss) currency Net foreign on the translation of foreign operations income comprehensive Total for the year option Recognition of share in equity liability directly based Recognition of share payments Balance as at 31 December 2016

124 ACCOUNTING POLICIES Statement of compliance The consolidated historical financial information have been prepared in accordance with International Financial Reporting Standards and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council. Basis of preparation The consolidated historical financial information have been prepared on an accruals basis and are based on historical costs except for the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. A summary of the principal accounting policies adopted by the consolidated group in the preparation of the consolidated historical financial information is set out below. The accounting policies have been consistently applied, unless otherwise stated. Directors’ responsibility statement The directors are responsible for the preparation, integrity and fair presentation of the consolidated and separate financial statements of Sea Harvest Holdings Proprietary Limited. The consolidated historical financial statements has been prepared in accordance with International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and the Listings Requirements of the JSE. The directors consider that in preparing the consolidated historical financial information, they have used the most appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all IFRS sections that they consider to be applicable have been followed. The directors are satisfied that the information contained in the consolidated historical financial information presents fairly the results of operations and cash flows for the year and the financial position of the group and company at year-end. The directors have responsibility for ensuring that accounting records are kept. The accounting records should disclose with reasonable accuracy the financial position of the group and the company and enable the directors to ensure that the financial statements comply with the relevant legislation. The group and company operate in a well-established control environment, which is well documented and regularly reviewed. This incorporates risk management and internal control procedures, which are designed to provide reasonable, but not absolute, assurance that assets are safeguarded and the risks facing the business are being controlled. The going-concern basis has been adopted in preparing the consolidated historical financial information. The directors have no reason to believe that the group and company will not be a going concern in the foreseeable future. Basis of consolidation The consolidated historical financial information incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

125 All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the group’s accounting policies. Changes in the group’s ownership interests in existing subsidiaries Changes in the group’s ownership interests in subsidiaries that do not result in the group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company. When the group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the group, liabilities incurred by the group to the former owners of the acquiree and the equity interests issued by the group in exchange for control of the acquiree. Acquisition- related costs are generally recognised in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that: • deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively; • liabilities or equity instruments related to share-based payment arrangements of the acquiree or share- based payment arrangements of the group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date; and • assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non- controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS. When the consideration transferred by the group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

126 The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss. When a business combination is achieved in stages, the group’s previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. Investments in associates and joint ventures An associate is an entity over which the group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The results and assets and liabilities of associates or joint ventures are incorporated in this consolidated historical financial information using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the group’s share of the profit or loss and other comprehensive income of the associate or joint venture. When the group’s share of losses of an associate or a joint venture exceeds the group’s interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the group’s net investment in the associate or joint venture), the group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired. The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the group’s investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases. The group discontinues the use of the equity method from the date when the investment ceases to be an associate or a joint venture, or when the investment is classified as held for sale. When the group retains an interest in the former associate or joint venture and the retained interest is a financial asset, the group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IAS 39. The difference between the carrying amount of the associate or joint

127 venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued. The group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests. When the group reduces its ownership interest in an associate or a joint venture but the group continues to use the equity method, the group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities. When a group entity transacts with an associate or a joint venture of the group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the group’s consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the group. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Sale of goods Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all the following conditions are satisfied: • the group has transferred to the buyer the significant risks and rewards of ownership of the goods; • the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the group; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably. Dividend and interest income Dividend income from investments is recognised when the shareholder’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the group and the amount of income can be measured reliably). Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. Government grants Government grants are not recognised until there is reasonable assurance that the group will comply with the conditions attaching to them and that the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the group recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the group should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the group with no future related costs are recognised in profit or loss in the period in which they become receivable.

128 Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The group as lessee Assets held under finance leases are initially recognised as assets of the group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated statement of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the group’s general policy on borrowing costs. Contingent rentals are recognised as expenses in the periods in which they are incurred. Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight- line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Employee benefits Short-term, other long-term and termination employee benefits A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave, and other short-term benefits in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognised in respect of long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date. A liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognises any related restructuring costs. Retirement benefit costs For defined contribution retirement benefit plans, payments are recognised as an expense when employees have rendered service entitling them to the contributions. For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements) and net interest costs are recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. The retirement benefit obligation recognised in the consolidated statement of financial position represents the actual deficit or surplus in the group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are

129 added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from “profit before tax” as reported in the consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated historical financial information and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Current and deferred tax for the year Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Property, plant and equipment Property, plant and equipment are carried at cost, less any accumulated depreciation and accumulated impairment losses. Assets subject to finance lease agreements are recognised at their fair value or, if lower, the present value of the minimum lease payments and the corresponding liabilities raised. Depreciation begins when the asset is ready for its intended use and is recognised so as to write off the cost of the asset less their residual values over their useful lives, using the straight-line method. The estimated

130 useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. The anticipated useful lives for classes of property, plant and equipment is as follows: Useful life Freehold buildings 1 – 50 years term of Leasehold improvements lease Fishing trawlers 3 – 18 years Refits 2 years Plant, machinery and equipment 1 – 40 years Motor vehicles 2 – 14 years Office equipment 2 – 26 years

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Intangible assets Intangible assets acquired separately Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. Intangible assets acquired in a business combination Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Derecognition of intangible assets An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets with indefinite useful lives are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

131 Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Goodwill Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the group’s cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash- generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Inventories Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first-in-first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Provisions Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Contingent liabilities acquired in a business combination Contingent liabilities acquired in a business combination are initially measured at fair value at the acquisition date. At the end of subsequent reporting periods, such contingent liabilities are measured at the higher of the amount that would be recognised in accordance with IAS 37 and the amount initially recognised less cumulative amortisation recognised in accordance with IAS 18 Revenue.

132 Financial instruments Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Financial assets Financial assets are classified into the following specified categories: financial assets “at fair value through profit or loss” (FVTPL), “held-to-maturity” investments, “available-for-sale” (AFS) financial assets and “loans and receivables”. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the timeframe established by regulation or convention in the marketplace. Effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Financial assets at FVTPL Financial assets are classified as at FVTPL when the financial asset is (i) contingent consideration that may be paid by an acquirer as part of a business combination to which IFRS 3 applies, (ii) held for trading, or (iii) it is designated as at FVTPL. A financial asset is classified as held for trading if: • it has been acquired principally for the purpose of selling it in the near term; or • on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or • it is a derivative that is not designated and effective as a hedging instrument. A financial asset other than a financial asset held for trading or contingent consideration that may be paid by an acquirer as part of a business combination may be designated as at FVTPL upon initial recognition if: • such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or • the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or • it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract to be designated as at FVTPL. Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the “other gains and losses” line item. Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity dates that the group has the positive intent and ability to hold to maturity. Subsequent to initial

133 recognition, held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial. Available-for-sale financial assets (AFS financial assets) AFS financial assets are non-derivatives that are either designated as AFS or are not classified as (a) loans and receivables, (b) held-to-maturity investments or (c) financial assets at fair value through profit or loss. AFS financial assets are measured at fair value, and any fair value changes in the carrying amount of available- for-sale financial assets are recognised in other comprehensive income and accumulated under the heading of investments revaluation reserve. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. Changes in the carrying amount of AFS monetary financial assets relating to changes in foreign currency rates (see below), interest income calculated using the effective interest method and dividends on AFS equity investments are recognised in profit or loss. The fair value of AFS monetary financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate prevailing at the end of the reporting period. The foreign exchange gains and losses that are recognised in profit or loss are determined based on the amortised cost of the monetary asset. Other foreign exchange gains and losses are recognised in other comprehensive income. Dividends on AFS equity instruments are recognised in profit or loss when the group’s right to receive the dividends is established. AFS equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment losses at the end of each reporting period. Impairment of financial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. For certain categories of financial assets, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually, where there is objective evidence of impairment on a collective basis. For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognised in other comprehensive income are reclassified to profit or loss in the period.

134 For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of AFS equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income and accumulated under the heading of investments revaluation reserve. Derecognition of financial assets The group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the group retains substantially all the risks and rewards of ownership of a transferred financial asset, the group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. On derecognition of a financial asset other than in its entirety (e.g. when the group retains an option to repurchase part of a transferred asset), the group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

Financial liabilities and equity instruments Classification as debt or equity Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a group entity are recognised at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Compound instruments The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date. Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible notes using the effective interest method.

135 Financial liabilities Financial liabilities are classified as either financial liabilities “at FVTPL” or “other financial liabilities”. Financial liabilities at FVTPL Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration that may be paid by an acquirer as part of a business combination to which IFRS 3 applies, (ii) held for trading, or (iii) it is designated as at FVTPL. A financial liability is classified as held for trading if: • it has been incurred principally for the purpose of repurchasing it in the near term; • on initial recognition it is part of a portfolio of identified financial instruments that the group manages together and has a recent actual pattern of short-term profit-taking; or • it is a derivative that is not designated and effective as a hedging instrument. A financial liability other than a financial liability held for trading or contingent consideration that may be paid by an acquirer as part of a business combination may be designated as at FVTPL upon initial recognition if: • such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; • the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or • it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract to be designated as at FVTPL. Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the “other gains and losses” line item. Other financial liabilities Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Derecognition of financial liabilities The group derecognises financial liabilities when, and only when, the group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. Derivative financial instruments Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. Embedded derivatives Derivatives embedded in non-derivative host contracts are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the contracts are not measured at FVTPL.

136 Hedge accounting The group designates certain hedging instruments, which include derivatives, embedded derivatives and non-derivatives in respect of foreign currency risk as cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges. At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the group documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk. Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is included in the “other gains and losses” line item. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognised in other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability. Hedge accounting is discontinued when the group revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.

Foreign currencies In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for: • exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; • exchange differences on transactions entered into in order to hedge certain foreign currency risks; and • exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items. For the purposes of presenting these consolidated historical financial information, the assets and liabilities of the group’s foreign operations are translated into South African Rand using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate). On the disposal of a foreign operation (i.e. a disposal of the group’s entire interest in a foreign operation, a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an

137 interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss. In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss. Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.

Critical accounting judgements and key sources of estimation uncertainty In the application of the group’s accounting policies, the directors of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgements that the directors have made in the process of applying the group’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated historical financial information: • useful lives and residual values used to calculate depreciation of property, plant and equipment; • useful lives used to calculate amortisation of intangible assets; • future cash flows and discount rates of cash-generating units used to test for impairment or reversal of impairment of property, plant and equipment, intangible assets and investments; • assumptions used to make reliable estimates of provisions; • recoverability of accounts receivable; • valuation of available-for-sale investments; • assumptions used to make estimates of post-retirement medical aid benefits; and • obsolescence of inventory.

138 Standard Group Application Application REF Title Date Date Key Requirements Impact IFRS 2 Classification 31/12/2018 31/12/2018 The amendments to IFRS 2 clarify There will be no and and provide more guidance on the significant impact measurement treatment of cash settled share- on the Group’s of share- based payments, and the results on the based modification of cash settled adoption of this payment share-based payments to equity standard. transactions settled share-based payments. IFRS 9 Financial 31/12/2018 31/12/2018 In July 2014, the IASB made There will be no Instruments further changes to the significant impact classification and measurement on the Group’s rules of financial instruments and results on the also introduced a new impairment adoption of this model and new rules for hedge standard. accounting. These latest amendments now complete the financial instruments standard. IFRS 15 Revenue from 31/12/2018 31/12/2018 The IASB has issued a new There will be no contracts with standard for the recognition of significant impact customers revenue. This will replace IAS 18 on the Group’s which covers contracts for goods results on the and services and IAS 11 which adoption of this covers construction contracts. The standard. new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer, so the notion of control replaces the existing notion of risks and rewards. The standard permits a modified retrospective approach for the adoption. Under this approach entities will recognise any applicable transitional adjustments in retained earnings on the date of the initial application without restating the comparative period.

139 Standard Group Application Application REF Title Date Date Key Requirements Impact IFRS 16 Leases 31/12/2019 31/12/2019 IFRS 16 introduces a The full impact of comprehensive model for the the adoption of identification of lease this standard on arrangements and accounting the Group is treatments for both lessees and currently being lessors. IFRS 16 will supersede reviewed by the current lease guidance management. To including IAS 17 Leases and the the extent that the related interpretations when it group, as a becomes effective. IFRS 16 lessee, has distinguishes leases and service significant contracts on the basis of whether operating leases an identified asset is controlled by outstanding at the a customer. Distinctions of date of initial operating leases (off balance application, sheet) and finance leases (on 1 January 2019, balance sheet) are removed for right-of-use assets lessee accounting and replaced will be recognised by a model where a right-of-use for the amount of asset and a corresponding liability the unamortised have to be recognised for all portion of the leases by lessees (all on the useful life, and balance sheet) except for short- lease liabilities will term leases and leases of low be recognised at value assets. the present value of the outstanding lease payments. IAS 7 Cash Flow 31/12/2017 31/12/2017 The amendments to IAS 7 requires There will be no Statement that an entity provide disclosures significant impact that enable users of financial on the Group’s statements to evaluate changes in results on the liabilities arising from financing adoption of this activities, including both changes standard. arising from cash flows and Additional non-cash changes. (Additional disclosure will be disclosure requirements required included in the by paragraphs 44A-44E of IAS 7). financial statements. IAS 12 Income Taxes 31/12/2017 31/12/2017 The amendments to IAS 12 require There will be no that an entity recognise Deferred significant impact Tax Assets for Unrealised Losses. on the Group’s (Amendments to IAS 12, issued in results on the January 2016, amended adoption of this paragraph 29 and added standard. paragraphs 27A, 29A and the example following paragraph 26).

140 Notes to the Historical Financial Information for the year ended 31 December 2016 2016 2015 2014 R’000 R’000 R’000 1. REVENUE Revenue for the year can be analysed as follows: Revenue from the sale of goods 1 927 328 1 365 487 1 349 543 Revenue from the performance of services 4 651 – – 1 931 979 1 365 487 1 349 543 2. OPERATING PROFIT/(LOSS) Operating profit/(loss) is arrived at after taking into account the following: Income Foreign currency gains – 46 460 – Government grant income 2 098 2 743 – Profit on the disposal of property, plant and equipment 3 057 5 636 – Inventory adjustments – decrease in the provision of obsolescence 1 039 – – – reversal of a write down to net realisable value 2 781 – – Expenses excluding employee expenses Amortisation of intangibles 16 084 16 087 16 087 Audit remuneration – external statutory audit 1 752 1 076 723 – other 41 18 50 Depreciation 102 629 73 670 64 648 Inventory adjustments – increase in the provision for obsolescence – 145 – – write downs to net realisable value – 12 1 722 Repairs and maintenance 107 657 74 442 71 570 Loss on the disposal of property, plant and equipment 116 – 513 Foreign currency losses 55 027 – 2 458 Operating lease rental expense – land and buildings 6 959 5 492 5 570 – property, plant and equipment 6 143 8 993 10 032 Employee related expenses Salaries and wages 459 714 364 100 334 820 Other short-term benefits 33 173 34 726 26 616 Share-based payments – equity settled share-based payments 7 009 – – Post-employment benefits 22 831 17 580 15 455 Total employee expenses 522 727 416 406 376 891 3. INVESTMENT INCOME Investment income for the year can be analysed as follows: Interest received on bank deposits and from external parties 2 075 2 333 1 163

141 2016 2015 2014 R’000 R’000 R’000 4. FINANCE COSTS Finance costs for the year can be analysed as follows: Interest on borrowings 32 481 24 920 25 296 Interest on instalment sale agreements obligations 156 139 24 Preference dividends 45 255 25 547 24 356 77 892 50 606 49 676 5. TAXATION 5.1 Income tax recognised in profit or loss South African normal taxation Current tax In respect of the current year 34 990 10 975 16 563 In respect of prior year overprovision – – (24 933) 34 990 10 975 (8 370) Deferred tax In respect of the current year 14 534 13 767 4 638 In respect of the prior year (6 667) – 23 249 7 867 13 767 27 887 Securities transfer tax In respect of the current year – – 311 – – 311 Total income tax expense recognised in the current year 42 857 24 742 19 828 The income tax expense for the year can be reconciled to the accounting profit as follows: Profit before tax 174 371 67 841 57 827 Income tax expense calculated at 28% (2015: 28%; 2014: 28%) 48 824 18 995 16 192 Effect of income that is exempt from taxation (9 029) (2 232) (3 347) Effect of expenses that are not deductible in determining taxable profit 16 032 6 384 7 628 Effect of share of results of joint venture and associate (3 354) 1 595 728 Effect of unused tax losses and tax offsets not recognised as deferred tax assets (116) – – Effect of prior year assessed losses (3 612) – – Effect of deferred tax of prior years (6 667) – (1 684) Effect of different tax rates of subsidiaries operating in other jurisdictions 779 – – Effect of securities transfer tax – – 311 Income tax expense recognised in profit or loss 42 857 24 742 19 828

142 2016 2015 2014 R’000 R’000 R’000 5.2 Tax recognised in other comprehensive income Deferred tax Arising on income and expenses recognised in other comprehensive income: Fair value remeasurement of available-for-sale financial assets – – 3 648 Fair value remeasurement of hedging instruments entered into for cash flow hedges (39 763) 38 156 (13 175) Gain on remeasurement of defined benefit obligation – 419 – Total income tax recognised in other comprehensive income (39 763) 38 575 (9 527)

5.3 Composition of the normal tax balance as per balance sheet Income tax asset 6 370 4 546 14 183 Income tax liability (8 342) – – Total tax (liability)/asset (1 972) 4 546 14 183

6. EARNINGS PER SHARE Basic earnings Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares during the year. The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: 2016 2015 2014 R’000 R’000 R’000 Profit for the year attributable to equity holders of the parent 121 876 43 099 37 999 Earnings used in the calculation of basic earnings per share from continuing operations 121 876 43 099 37 999 Weighted average number of ordinary shares for the purposes of basic earnings per share 849 242 000 974 402 000 962 187 766

143 2016 2015 2014 R’000 R’000 R’000 Headline earnings Headline earnings per share is calculated by dividing earnings as determined in IAS 33, excluding separable identifiable re-measurements, net of the related tax and related non-controlling interest (other than those specifically allowed to be included in headline earnings) by the weighted average number of ordinary shares during the year. The earnings and weighted average number of ordinary shares used in the calculation of headline earnings per share are as follows: Earnings used in the calculation of basic earnings per share from continuing operations 121 876 43 099 37 999 Separable identifiable re-measurements excluded: (Gain)/Loss on disposal of property, plant and equipment (2 992) (5 636) 513 Gain recognised on the remeasurement of interest in former associate (39 640) – – Less: Tax effects of the transactions listed above 898 1 578 (144) Earnings used in the calculation of headline earnings per share from continuing operations 80 142 39 041 38 368 Weighted average number of ordinary shares for the purposes of headline earnings per share 849 242 000 974 402 000 962 187 766 Diluted earnings Diluted earnings is calculated by dividing the profit attributable to ordinary equity holders of the parent (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The earnings and weighted average number of ordinary shares used in the calculation of diluted earnings per share are as follows: 2016 2015 2014 R’000 R’000 R’000 Earnings used in the calculation of basic earnings per share 121 876 43 099 37 999 Earnings used in the calculation of diluted earnings per share from continuing operations 121 876 43 099 37 999 Weighted average number of ordinary shares for the purposes of basic earnings per share 849 242 000 974 402 360 962 187 766 Dilutive shares (treasury shares) 125 160 360 – – Weighted average number of ordinary shares used in the calculation of diluted earnings per share 974 402 360 974 402 360 962 187 766

144 2016 2015 2014 R’000 R’000 R’000 Diluted headline earnings per share The earnings and weighted average number of ordinary shares used in the calculation of diluted headline earnings per share are as follows: Earnings used in the calculation of headline earnings per share 80 142 39 041 38 368 Earnings used in the calculation of diluted headline earnings per share from continuing operations 80 142 39 041 38 368 Weighted average number of ordinary shares for the purpose of headline earnings per share 849 242 000 974 402 360 962 187 766 Dilutive shares (treasury shares) 125 160 360 – – Weighted average number of ordinary shares used in the calculation of diluted headline earnings per share 974 402 360 974 402 360 962 187 766

7. PROPERTY, PLANT, EQUIPMENT AND VEHICLES

Plant, Freehold Leasehold Fishing machinery land and land and trawlers and Motor Office buildings buildings and refits equipment vehicles equipment Total 2016 R’000 R’000 R’000 R’000 R’000 R’000 R’000 Balance as at 1 January 2016 583 13 141 332 322 86 910 1 705 8 294 442 955 Cost 588 29 571 494 496 152 154 2 888 21 843 701 540 Accumulated depreciation and impairment (5) (16 430) (162 174) (65 244) (1 183) (13 549) (258 585) Acquisitions through business combinations 22 005 931 78 671 2 846 1 051 219 105 723 Additions 1 475 1 782 72 066 23 214 44 8 868 107 449 Disposals/ derecognition (24) – (307) (516) – (43) (890) Cost (24) – (29 813) (1 479) – (592) (31 908) Accumulated depreciation and impairment – – 29 506 963 – 549 31 018 Depreciation for the year (595) (3 327) (78 194) (16 586) (686) (3 241) (102 629) Effect of foreign currency exchange differences (2 242) (92) (7 935) (340) (94) (392) (11 095) Balance as at 31 December 2016 21 202 12 435 396 623 95 528 2 020 13 705 541 513 Cost 21 705 32 192 607 143 176 347 3 863 29 932 871 182 Accumulated depreciation and impairment (503) (19 757) (210 520) (80 819) (1 844) (16 227) (329 669)

145 7. PROPERTY, PLANT, EQUIPMENT AND VEHICLES (continued)

Plant, Freehold Leasehold Fishing machinery land and land and trawlers and Motor Office buildings buildings and refits equipment vehicles equipment Total 2015 R’000 R’000 R’000 R’000 R’000 R’000 R’000 Balance as at 1 January 2015 652 13 575 272 500 72 026 1 522 5 163 365 438 Cost 656 26 989 401 670 124 916 2 523 17 150 573 904 Accumulated depreciation and impairment (4) (13 414) (129 170) (52 890) (1 001) (11 987) (208 466) Additions 154 2 582 116 951 27 411 640 4 749 152 487 Disposals/ derecognition (222) – (1 061) – – (17) (1 300) Cost (222) – (24 125) (173) (275) (56) (24 851) Accumulated depreciation and impairment – – 23 064 173 275 39 23 551 Depreciation for the year (1) (3 016) (56 068) (12 527) (457) (1 601) (73 670) Balance as at 31 December 2015 583 13 141 332 322 86 910 1 705 8 294 442 955 Cost 588 29 571 494 496 152 154 2 888 21 843 701 540 Accumulated depreciation and impairment (5) (16 430) (162 174) (65 244) (1 183) (13 549) (258 585) Balance as at 1 January 2014 652 16 011 152 743 59 299 715 5 652 235 072 Cost 656 26 454 255 665 101 361 1 710 16 219 402 065 Accumulated depreciation and impairment (4) (10 443) (102 922) (42 062) (995) (10 567) (166 993) Additions – 596 167 773 24 572 1 628 1 465 196 034 Disposals/ derecognition – (26) (5) (285) (548) (156) (1 020) Cost – (61) (21 768) (1 017) (815) (534) (2 446) Accumulated depreciation and impairment – 35 21 763 732 267 378 1 426 Depreciation for the year – (3 006) (48 011) (11 560) (273) (1 798) (64 648) Balance as at 31 December 2014 652 13 575 272 500 72 026 1 522 5 163 365 438 Cost 656 26 989 401 670 124 916 2 523 17 150 573 904 Accumulated depreciation and impairment (4) (13 414) (129 170) (52 890) (1 001) (11 987) (208 466)

146 Property, plant and equipment with a carrying amount of R62 million (2015: R69 million; 2014 Rnil) were acquired with the assistance of a DTI government grant. The government grant is treated as deferred income and released to the Statement of Comprehensive Income over the useful lives of the assets (Please refer to note 20). The moveable assets of Sea Harvest Corporation Proprietary Limited and all assets of Mareterram Limited, including property, plant and equipment (with a carrying amount of R529 million (2015: R429 million; 2014: R351 million) have been pledged to secure long term borrowings of the Group (see note 18). The cost of fully depreciated property, plant and equipment amounts to R67 million (2015: R39 million) 2016 2015 2014 R’000 R’000 R’000 8. INTANGIBLE ASSETS Fishing licences and rights Balance at the beginning of the year 92 440 108 527 124 615 Cost 198 437 198 437 198 437 Accumulated amortisation and impairment (105 997) (89 910) (73 822) Acquisitions through business combinations 310 918 – – Additions from separate acquisitions* 3 164 – – Amortisation for the year (16 084) (16 087) (16 087) Effect of foreign currency exchange differences (31 092) – – Balance at the end of the year 359 346 92 440 108 527 Cost 481 427 198 437 198 437 Accumulated amortisation (122 081) (105 997) (89 910)

The fishing rights (that are part of the South African operations) have a definite useful life of 13 years and are amortised over this period. The rights held are up for renewal in 2021, at which time the South African Department of Forestry and Fisheries will perform its review of fishing rights allocations. The fishing licences (that were acquired as part of the Mareterram business assets – refer to note 29) have an indefinite life. The licences represent 10 out of 18 licences issued by the Western Australian Department of Fisheries for the Shark Bay Prawn Managed Fishery (SBPMF) and are held in perpetuity by the Consolidated Group subject to compliance with regulatory and financial obligations. There have been no breaches of regulatory or financial obligations. * In addition, the Group acquired retail agency rights which have an indefinite life and are reviewed annually for any indications of impairment. There are no indications of impairment at the end of the reporting period.

147 2016 2015 2014 R’000 R’000 R’000 9. GOODWILL Balance at the beginning of the year – – – Additional amounts recognised from business combinations that occurred during the year (note 29) 115 722 – – Effect of foreign currency exchange differences (11 498) – – Balance at the end of the year 104 224 – –

Allocation of goodwill to cash-generating units for the purpose of impairment reviews and testing Goodwill is allocated to the consolidated entity’s cash generating units (CGU’s) identified according to geographical segments. Before recognition of impairment losses, the carrying amount of goodwill was allocated to cash-generating units as follows: South African operations – – – Australian operations 104 224 – – 104 224 – –

Australian Operations The recoverable amount of this cash-generating unit is determined based on a value-in-use calculation, which uses the cash flow projections based on financial budgets approved by the Board covering a five year period. The below key estimates are used in the value-in-use calculation: Pre-tax discount rate (%) 8.5 – – Revenue growth per annum (%) 5 – –

Sensitivity to change in assumptions An increase in the weighted average cost of capital rate used of 1%, with all other variables remaining the same, would not result in any impairment. A decrease in the revenue growth rate used of 1%, with all other variables remaining the same, would not result in any impairment. Impairment charge No impairment charges have been deemed necessary for the current period.

148 10. INVESTMENT IN SUBSIDIARY Non-wholly owned subsidiary that has material non-controlling interest Summarised financial information in respect of the Group’s subsidiary that has a material non-controlling interest is set out below. The summarised financial information below represents amounts before intragroup eliminations. 2016 2015 2014 R’000 R’000 R’000 Mareterram Limited Current assets 179 832 – – Non-current assets 516 300 – – Current liabilities (80 756) – – Non-current liabilities (203 161) – – Net assets of subsidiary 412 215 – – Attributable to equity holders of the parent 230 387 – – Attributable to non-controlling interests 181 828 – – Net assets 412 215 Revenue 279 743 – – Expenses (248 550) – – Operating profit after tax 31 193 – – Income tax expense (3 459) – – Profit for the period 27 734 – – Profit for the period attributable to equity holders of the parent 15 500 – – Profit for the period attributable to non-controlling interests 12 234 – – Total profit for the year 27 734 – – Other comprehensive income for the year attributable to equity holders of the parent 88 – – Other comprehensive income for the year attributable to non- controlling interests 70 – – Total comprehensive income for the year 158 – – Total comprehensive income for the year attributable to equity holders of the parent 15 588 – – Total comprehensive income for the year attributable to non- controlling interests 12 304 – – Total comprehensive income for the year 27 892 – – No dividends were paid to non-controlling interests during the current reporting period.

149 11. INVESTMENT IN JOINT VENTURE The Group has a 49.813% (2015: 49.813%) interest in Vuna Fishing (Pty) Ltd, a joint venture involved in the fishing and fish processing industries. The Group’s interest in Vuna Fishing (Pty) Ltd is accounted for using the equity method in the consolidated financial statements. The following table illustrates the summarised financial information of the Group’s investment in Vuna Fishing (Pty) Ltd: 2016 2015 2014 R’000 R’000 R’000 Current assets 42 070 35 267 36 320 Non-current assets 27 691 26 109 16 835 Current liabilities (22 171) (25 977) (21 759) Non-current liabilities (15 584) (23 080) (6 863) Net assets of the joint venture 32 006 12 319 24 533 Revenue 268 447 162 857 167 759 Expenses (228 993) (155 399) (138 235) Operating profit before tax 39 454 7 458 29 524 Income tax (expense)/credit (10 412) (2 891) 8 390 Profit for the year 29 042 4 567 37 914 Group’s share of profit for the year 13 540 2 272 9 353 Dividends received from the joint venture during the year – 7 970 11 955 Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in the consolidated financial statements: 2016 2015 2014 R’000 R’000 R’000 Net assets of the joint venture/ cost in investment 32 006 12 318 24 533 Proportion of the Group’s ownership interest in the joint venture 49.813% 49.813% 49.813% Unrealised profits/(losses) (net of tax) 5 901 (1 724) 1 815 Carrying amount of the Group’s interest in the joint venture 21 845 7 860 14 036

12. INVESTMENT IN ASSOCIATE The Group held a 19.9% interest in Mareterram Limited, a fishing and fish processing business situated on the Australian West Coast and listed on the Australian Stock Exchange (ASX). The Group’s interest in Mareterram Limited was accounted for using the equity method in the consolidated financial statements (up until June 2016). The following table illustrates the summarised financial information of the Group’s investment in Mareterram Limited: 2016 2015 2014 R’000 R’000 R’000 Current assets – 144 469 – Non-current assets – 514 667 – Current liabilities – (98 329) – Non-current liabilities – (271 668) – Net assets of the associate – 289 139 –

The Group did not share in the associate’s profits for 2015, as the Group’s interest in Mareterram Limited was acquired in December 2015.

150 Reconciliation of the above summarised financial information to the carrying amount of the interest in the associate recognised in the consolidated financial statements: 2016 2015 2014 R’000 R’000 R’000 Net assets of the associate – 289 139 – Proportion of the Group’s ownership interest in the associate – 19.9% – Unrealised losses (net of tax) – (2 997) – Carrying amount of the Group’s interest in the associate – 54 542 –

Change in the Group’s ownership interest in an associate In July 2016, the Group acquired a further 36% interest in Mareterram Limited from its previous equity holders through the Australian Stock Exchange (please refer to note 29). The Group gained a controlling interest in Mareterram Limited and has accounted for the increased 55.9% interest as a subsidiary, with its results from July 2016 being fully consolidated with that of the Group’s results. At the time of acquisition, the initial interest held (19.9%) was fair valued using the market price on the Australian Stock Exchange. The resulting gain recognised in profit or loss and the fair value of the previously held interest was used in the determination of goodwill in accordance with the provisions of IFRS 3 (please refer to note 29).

13. AVAILABLE-FOR-SALE INVESTMENT 2016 2015 2014 R’000 R’000 R’000 Desert Diamond Fishing (Pty) Ltd 25 264 25 264 25 264

The Group holds 10% of the ordinary share capital of Desert Diamond Fishing (Pty) Ltd, a company involved in the fishing and fishing processing industries. The directors of the Group do not consider that the Group is able to exercise significant influence over Desert Diamond Fishing (Pty) Ltd. The Group reassesses the valuation of the available-for-sale investment annually, by using an asset valuation method performed by an independent valuator. In 2014, the valuation was obtained by applying a discounted cash flow method using a discount rate of 15% over eight years.

14. INVENTORIES 2016 2015 2014 R’000 R’000 R’000 Raw materials 48 764 31 098 17 859 Work-in-progress 32 697 14 281 17 991 Finished goods 176 820 100 060 129 856 Consumable stores 38 908 29 936 28 215 297 189 175 375 193 921 Obsolesence provision (5 431) (6 470) (6 325) Total inventories at the lower of cost and net realisable value 291 758 168 905 187 596

The cost of inventories recognised as an expense during the year ended 31 December 2016 was R1 326 million (2015: R1 024 million, 2014: R985 million). This is recognised in cost of sales. The cost of inventories recognised as an expense includes R2,7 million (2015: (R0,012 million)) in respect of a reversal of a write down/ (write down) of inventory to net realisable value. The moveable assets of the Group including inventory with a carrying amount of R291 million in 2016 (2015: R168 million, 2014: R187 million) have been pledged to secure long term borrowings of the group (see note 18).

151 15. TRADE AND OTHER RECEIVABLES 2016 2015 2014 R’000 R’000 R’000 Trade receivables 222 522 198 883 170 372 Less: Provision for doubtful debts – (42) (42) Net trade receivables 222 522 198 841 170 330 Other receivables 23 633 6 177 5 400 Prepayments 15 059 8 794 9 934 VAT receivable 21 536 25 620 9 599 282 750 239 432 195 263 Trade receivables and other receivables are non-interest bearing and are generally on terms of 30 to 90 days. As at 31 December, the movement in the provision for doubtful debts is as follows: Balance at the beginning of the year 42 42 171 Impairment losses recognised during the year – – 5 Amounts written off during the year as uncollectible (42) – (134) Amounts recovered during the year – – – Balance at the end of the year – 42 42

There are no trade receivables past due and impaired at the end of the reporting period. As at 31 December, the ageing of trade receivables is as follows: Neither Past due but not impaired past due nor 30 – 60 60 – 90 90 – 120 > 120 Total impaired days days days days R’000 R’000 R’000 R’000 R’000 R’000 2016 222 522 147 390 59 036 11 924 1 933 2 239 2015 198 841 174 638 21 569 2 162 18 454 2014 170 330 160 409 – 306 48 9 567

There are no trade receivables past due and impaired at the end of the reporting period. Please refer to note 33 on credit risk of trade receivables, which explains how the Group manages and measures credit quality of trade receivables that are neither past due nor impaired. The moveable assets of the Group including trade and other receivables with a carrying amount of R282 million in 2016 (2015: R239 million, 2014: R233 million) have been pledged to secure long-term borrowings of the Group (please refer to note 18).

152 16. CASH AND BANK BALANCES 2016 2015 2014 R’000 R’000 R’000 Cash and bank balances 154 404 76 418 91 270

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three month, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. At 31 December 2016, the Group had available R100.3 million (2015: R50 million) as undrawn committed borrowing facilities. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as follows: 2016 2015 2014 R’000 R’000 R’000 Cash and bank balances 154 404 76 418 91 270 Cash and cash equivalents 154 404 76 418 91 270

17. STATED CAPITAL AND RESERVES 17.1 Stated share capital 2016 2015 2014 R’000 R’000 R’000 Authorised 1 500 000 000 ordinary shares of no par value – – – Issued and fully paid At beginning of the year 974 402 360 (2015 and 2014: 974 402 360) ordinary shares of no par value 5 180 5 180 980 Issue of share capital – – 4 331 Share redemption – – (131) Recognition of additional contribution from share trust 2 240 – – At end of the year 974 402 351 ordinary shares of no par value 7 420 5 180 5 180 Held as treasury shares 125 160 360 ordinary shares of no par value (6 571) – – 849 5 180 5 180

153 17.2 Preference share capital and share premium 2016 2015 2014 R’000 R’000 R’000 Authorised 1 000 000 Class A cumulative redeemable preference shares of R0.01 each 10 10 10 2 000 000 Class B cumulative redeemable preference shares of R0.01 each 20 20 20 1 000 000 Class C cumulative redeemable preference shares of no par value – – – 30 30 30 Issued Nil (2014: Nil) Class A cumulative redeemable preference shares of R0.01 each – – 1 684 093 Class B cumulative redeemable preference shares of R0.01 each 17 17 17 Share premium for issue of Class B cumulative redeemable preference shares 168 392 168 392 168 392 200 000 (2015: Nil) Class C cumulative redeemable preference shares of no par value 200 000 – – 368 409 168 409 168 409

The Class B cumulative redeemable preference shares, which have a par value of R0.01 are entitled to receive cumulative preferential cash dividends which shall be calculated at a variable rate equal to 104.5% of the prime rate on an amount equal to the subscription price together with all the preference dividends which have been compounded – for the year from and including the issue date, but excluding the redemption date. The Class C cumulative redeemable preference share, which have no par value, are entitled to receive cumulative preferential cash dividends which shall be calculated at a variable rate equal to the prime rate plus 6% on an amount equal to the subscription price together with all the preference dividends which have been compounded for the year. Preference shares are classified as compound instruments with an equity and liability component. The underlying instrument is redeemable at the option of the issuer and treated as equity while the accruing preference share dividends are recognised as interest and a liability payable to the preference shareholders. As at 31 December, the movement in preference share capital is as follows: 2016 2015 2014 R’000 R’000 R’000 Balance at the beginning of the year 17 17 20 Issue of C preference share capital 200 000 – – Share redemption – – (3) Balance at the end of the year 200 017 17 17

During the year, the preference share capital was increased by R200 million by the issue of 200 000 preference shares of no par value. The capital raised from the issue of preference shares was used to finance the acquisition of Mareterram Limited (please refer to note 29).

154 17.3 Reserves (net of income tax) 2016 2015 2014 R’000 R’000 R’000 Investment revaluation reserve1 17 309 17 309 17 309 Cash flow hedging reserve2 22 079 (72 580) 25 536 Equity settled payments reserve3 6 507 – – Foreign currency translation reserve4 (29 865) – – 16 030 (55 271) 42 845

1. The investment revaluation reserve represents the cumulative gains and losses arising on the revaluation of available- for-sale financial assets that have been recognised in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed of or are determined to be impaired. 2. The cash flow hedging reserve arises from the change in fair value of foreign exchange forward contracts held by the Group and designated as effective cash flow hedging instruments at year end. The effective portion of changes in the fair value of foreign exchange forward contracts is recognised in other comprehensive income and accumulated in the cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. 3. The equity settled employee benefit reserve arises on the recognition of share incentives granted by the company to its employees under its employee share incentive plans. Further information about the share-based payments are set out in note 28. 4. Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their IAS 1.82A functional currencies to the Group’s presentation currency (i.e. South African Rand) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal of the foreign operation.

2016 2015 2014 R’000 R’000 R’000 Investment revaluation reserve Balance at the end of the year 17 309 17 309 17 309 Cash flow hedging reserve Balance at the beginning of the year (72 580) 25 536 (8 342) Net fair value gain/ (loss) on cash flow hedge 134 422 (136 272) 47 053 Less: tax effects (39 763) 38 156 (13 175) Balance at end of the year 22 079 (72 280) 25 536 Equity settled employee benefit reserve Net employee benefit share based payment 6 507 – – Foreign currency translation reserve Net foreign currency gain/(loss) on the translation of foreign operations (29 865) – –

17.4 Employee share incentive schemes The Group has two trusts which have been established as vehicles through which certain executives, senior management and employees have made an investment in or acquired an economic exposure to an investment in shares in the company. The shares held by these trusts carry rights to dividends and voting rights. Further details of the employee share incentive schemes are provided in note 28.

155 18. LONG-TERM INTEREST BEARING BORROWINGS 2016 2015 2014 R’000 R’000 R’000 Secured – at amortised cost Term Loans with Standard Bank of South Africa Limited: – Senior debt (variable interest rate)1 70 975 98 879 124 811 – Senior debt (variable interest rate)2 27 200 40 000 – – Revolving credit facility (variable interest rate)3 197 000 197 000 197 000 Term loans with National Australia Bank: – Senior debt (variable interest rate)4 118 323 – – Unsecured – at amortised cost Corporate receivables finance loan with National Australian Bank (variable interest rate)5 8 993 – – Instalment sale agreements with Wesbank, a division of FirstRand Bank Limited6 1 380 1 991 863 Instalment sale agreements with National Australia Bank7 582 – – 424 453 337 870 322 674 Less: Current portion of long-term interest-bearing borrowings 52 536 41 297 26 158 Non-current portion of long-term interest-bearing borrowings 371 917 296 573 296 516

1. The loan is repayable in full on 31 March 2019. The loan is subject to a variable interest rate of JIBAR plus 1.8% and is effective from 31 March 2014. The average quarterly repayment is R8.7 million. The loan is secured by a general notarial bond over all of Sea Harvest Corporation Proprietary Limited’s moveable assets. 2. The loan is repayable in full on 31 March 2019. The loan is subject to a variable interest rate of JIBAR plus 2% and is effective from 31 December 2015. The average quarterly repayment is R3.5 million. The loan is secured by a general notarial bond over all of Sea Harvest Corporation Proprietary Limited’s moveable assets. 3. The loan is repayable in full on 31 March 2019. Interest payments are made quarterly in arrears and the loan is subject to a variable interest rate of JIBAR plus 2.1%. The loan is secured by a general notarial bond over all of Sea Harvest Corporation Proprietary Limited’s moveable assets. 4. The loan is effective from 11 December 2015 and is subject to a variable interest rate of 100% floating BBSY plus customer margin of 2.38%. Repayments are interest only for an initial two year period from the Commencement Date (Interest only period). Thereafter, the principal amount and interest payments will be amortised over a maximum 15 year term on terms to be agreed between the borrower and the bank. The average quarterly repayments are AUD0.122 million (approximately R1.2 million). The loan is secured by a security interest and charge in the form of a general security agreement on the Personal Property Securities Register (PPSR) over all Mareterram Limited’s assets. 5. The loan expires on 11 December 2017 and is thereafter reviewed annually on 31 October. Interest payments are made quarterly in arrears and the loan is subject to a variable interest rate of 100% floating at the lender indicator rate plus customer margin of 2.38% plus purchase charge rate of 0.45% on facility limit from 11 December 2017. The average quarterly repayment is AUD 0.037 million (approximately R0.391 million). 6. At the end of the reporting period, Sea Harvest Corporation Proprietary Limited had 6 outstanding instalment sale agreements, entered into for the purpose of funding property, plant and equipment acquisitions. The loans are repayable in full between 31 August 2018 and 30 September 2019. Interest on the loans is charged monthly, in arrears, at a fixed rate of 9.5%. The asset subject to the instalment sale agreement serves as security for the outstanding loan amount. 7. At the end of the reporting period, Mareterram Limited had outstanding instalment sale agreements, entered into for the purpose of funding equipment acquisitions. The loans are repayable in full between 30 June 2021 and 30 November 2021. Interest on the loans is charged monthly, in arrears, at a fixed rate of 4.8% and 4.93%. The asset subject to the instalment sale agreement serves as security for the outstanding loan amount.

156 19. EMPLOYEE RELATED LIABILITIES 2016 2015 2014 R’000 R’000 R’000 Medical aid defined benefit liability 26 703 25 427 23 103 Leave pay liability 4 506 – – 31 209 25 427 23 103

Defined contribution plans The Group provides for retirement benefit plans for all qualifying employees of its subsidiary, Sea Harvest Corporation Proprietary Limited, through independent funds. These funds (listed below) are governed by the Pension Funds Act of 1956 of the Republic of South Africa.The number of employees that belong to each fund are: Sea Harvest Old Mutual Superfund Provident Fund 1 961 1 723 1 569 Sea Harvest Old Mutual SuperFund Management Provident Fund 24 27 31 Sea Harvest Old Mutual SuperFund Pension Fund 116 116 114

The only obligation of the Group with respect to the retirement benefit plans funds is to make the specified contributions each month. The total expense recognised in profit or loss of 2016: R22.8 million (2015: R17.5 million, 2014: R15 million) represents contributions payable to these funds by the Group at rates specified in the rules of the funds. As at 31 December 2016, contributions of R5.3 million (2015: R4.5 million, 2014: R3.9 million) due in respect of the 2015 and 2014 reporting periods had not been paid over to the plans. The amounts were paid subsequent to the end of the reporting period. Defined benefit plans The Group subsidises a portion of medical aid subscriptions for all qualifying employees of its subsidiary, Sea Harvest Corporation Proprietary Limited. The defined benefit plans are administered by a separate fund that is legally separated from the entity. The board of the Medical Assistance Fund is required by law and by its articles of association to act in the interest of the fund and of all relevant stakeholders. The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 31 December 2015 by Alexander Forbes. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method. The principal assumptions used for the purposes of the actuarial valuations were as follows 2016 2015 2014 Discount rate (%) 10.7 10.7 8.25 Health-care cost inflation (%) 9.8 to 10.3 9.8 to 10.3 7.9 to 8.4 Retirement age 63 or 65 63 or 65 63 or 65 Amounts recognised in comprehensive income in respect of these defined benefit plans are as follows: R’000 R’000 R’000 Current service cost 121 195 178 Interest costs 2 646 1 993 1 926 Actuarial loss recognised – 1 495 – 2 767 3 683 2 104 Movements in the present value of the defined benefit obligation in the current year were as follows: Opening defined benefit obligation 25 427 23 103 22 211 Current service cost 121 195 178 Interest cost 2 646 1 993 1 926 Actuarial losses arising during the year – 1 495 – Benefits paid (1 491) (1 359) (1 212) Closing defined benefit obligation 26 703 25 427 23 103

157 Actuarial assumption sensitivity analysis The Group has performed a sensitivity analysis relating to its exposure to a change in the actuarial assumptions used in the valuation. The sensitivity analysis demonstrates the increase/(decrease) in the defined benefit obligation which could result from a change in these risks. 2016 2015 2014 R’000 R’000 R’000 Discount rate +1% (2 636) (2 636) (2 043) -1% 3 201 3 201 2 487 Healthcare cost inflation +5% for five years 5 333 5 333 4 864 +10% for five years 11 620 11 620 9 023 Retirement age One year younger 90 90 276 One year older (199) (199) (311) Leave pay liabilities Movements in the leave pay liabilities in the current year were as follows: Balance at the beginning of the year 14 428 12 272 11 036 Acquisition through business combination 7 992 – – Arising during the year 26 162 12 266 12 729 Utilised during the year (23 510) (10 110) (11 493) Effects of foreign currency exchange differences (862) – – 24 210 14 428 12 272 Current portion of leave pay liabilities (see note 23) (19 704) (14 428) (12 272) Non-current portion of leave pay liabilities 4 506 – –

Please refer to note 33 on liquidity risk of employee liabilities, which explains the Group’s process for managing its liquidity risk. 20. DEFERRED GRANT INCOME 2016 2015 2014 R’000 R’000 R’000 Balance at beginning of the year 17 382 – – Received during the year – 20 125 – Released to the statement of comprehensive income (2 098) (2 743) – Balance as at the end of the year 15 284 17 382 – Less: Current portion of deferred grant income (1 551) (2 272) – Non-current portion of deferred grant income 13 733 15 110 –

Government grants have been received in 2015 for the purchase of items of property, plant and equipment. All conditions or contingencies attached to these grants were fulfilled and the grant is treated as deferred income and released to the statement of comprehensive income over the useful lives of the grant assets. In 2015, a portion of the grant income received (R0.602 million) was released to the statement of comprehensive income to offset depreciation charges recognised in relation to the funded assets, for periods prior to receiving the grant.

158 21. OTHER FINANCIAL ASSETS AND LIABILITIES 2016 2015 2014 R’000 R’000 R’000 Financial derivative assets 47 862 – 38 479 Current portion of other financial assets (46 629) – (38 479) Non-current portion of other financial assets 1 233 – – Financial derivative liabilities – 106 200 – Liabilities held at fair value through profit or loss 2 698 – – Fishing licence liabilities 100 873 – – 103 571 106 200 – Current portion of other financial liabilities (21 121) (106 200) – Non-current portion of other financial liabilities 82 450 – –

Financial derivative assets and liabilities Financial derivative assets and liabilities arise from hedging contracts entered into by the Group for the purpose of minimising the Group’s exposure to foreign currency and commodity price volatilities. (please refer to note 33 for details on the Group’s hedging process). Liabilities held at fair value through profit or loss The Group holds an option on 2 500 000 of the ordinary share options of Mareterram Limited, a vertically integrated agri-business listed on the Australian Stock Exchange with operations in Sharks Bay, Carnarvon, Western Australia, a head office in Perth and a national sales team. In the event that the Group exercises the share options, it will increase its shareholding in Mareterram Limited by 0.78%. The share options are exercisable at an exercise price of AUD0.20 over a five-year period, ending 18 December 2020. The Group reassesses the valuation of the investment carried at fair value through profit and loss annually, by using an asset valuation method performed by an independent valuator. Share based expenses of R1.1 million are recognised in other operating expenses during the 2016 reporting period. Fishing licence liabilities The fishing licence liabilities relate to the Shark Bay Prawn Managed Fishing Voluntary Fisheries Adjustments Scheme (VFAS) which was established on 12 November 2010 pursuant to the Fisheries Adjustment Schemes Act 1987. The VFAS operates from 12 November 2010 until 1 July 2021. An annual fee of R1.9 million is payable for the period 2015 to 2021 by the holder of a licence that authorises fishing in the Shark Bay region. Mareterram Limited owns 10 fishing licences in the Shark Bay region. The liabilities shown represents the present value discounted at the five year Australian corporate bond rate.

159 22. DEFERRED TAXATION Deferred tax (assets)/liabilities presented in statements of financial position can be analysed as follows: 2016 2015 2014 R’000 R’000 R’000 Deferred tax assets (33 545) – (60) Deferred tax liabilities 133 410 81 330 106 012 99 865 81 330 105 952

The movement in deferred tax liabilities/(assets) can be analysed as follows:

Recognised Effect of in other Recog- foreign Recognised compre- nised currency Opening in profit or hensive on exchange Closing balance loss income acquisition differences balance R’000 R’000 R’000 R’000 R’000 R’000 2016 Deferred tax assets/(liabilities) in relation to: Property, plant and equipment 96 693 12 247 – 5 938 (588) 114 290 Intangible assets 25 587 (1 500) – (21 164) 2 103 5 026 Financial assets 3 830 (2 873) – – – 957 Provision for inventory obsolescence – – – – – – Provision for doubtful debts (9) 9 – – – – Prepayments 353 (92) – 372 (37) 596 Government grant 768 587 – – – 1 355 Cash flow hedges (28 225) – 39 763 (33) 3 11 508 Lease smoothing (1 959) (177) – – – (2 136) Provisions (15 396) (1 740) – (2 124) 224 (19 035) Other (254) (3 913) – (9 426) 937 (12 656) 81 388 2 548 39 763 (26 437) 2 642 99 904 Tax losses (58) 3 626 – (3 744) 137 (39) 81 330 6 174 39 763 (30 181) 2 779 99 865

160 Recognised in other Recognised compre- Opening in profit or hensive Closing balance loss income balance R’000 R’000 R’000 R’000 2015 Deferred tax assets/(liabilities) in relation to: Property, plant and equipment 77 009 19 684 – 96 693 Intangible assets 30 032 (4 445) – 25 587 Financial assets 3 830 – – 3 830 Provision for doubtful debts (9) – – (9) Prepayments 291 62 – 353 Government grant – 768 – 768 Cash flow hedges 9 931 – (38 156) (28 225) Lease smoothing (1 704) (255) – (1 959) Provisions (12 938) (2 039) (419) (15 396) Other (430) 176 – 254 106 012 13 951 (38 575) 81 388 Tax losses (60) 2 – (58) 105 952 13 953 (38 575) 81 330

Recognised in other Recognised compre- Opening in profit or hensive Closing balance loss income balance R’000 R’000 R’000 R’000 2014 Deferred tax assets/(liabilities) in relation to: Property, plant and equipment 41 620 35 389 – 77 009 Intangible assets 34 477 (4 445) – 30 032 Financial assets 7 478 – (3 648) 3 830 Provision for doubtful debts (36) 27 – (9) Prepayments 255 35 – 291 Cash flow hedges (3 244) – 13 175 9 931 Lease smoothing (1 379) (325) – (1 704) Provisions (10 126) (2 811) – (12 938) Other (201) (229) – (430) 68 844 27 641 9 527 106 012 Tax losses (38) (23) – (60) 68 806 27 618 9 527 105 952

161 23. TRADE AND OTHER PAYABLES 2016 2015 2014 R’000 R’000 R’000 Trade payables 221 793 193 114 209 728 Other payables 42 443 22 761 18 385 Leave pay accrual 19 704 14 428 12 272 Operating lease payables 7 628 6 996 6 085 291 568 237 299 246 470

Trade and other payables are non-interest bearing and are generally on terms of 30 to 90 days. Please refer to note 33 on liquidity risk of trade payables, which explains the Group’s process for managing its liquidity risk. 24. PROVISIONS 2016 2015 2014 R’000 R’000 R’000 Bonus Balance at the beginning of the year 15 500 11 711 2 584 Arising during the year 17 500 15 500 11 711 Utilised during the year (15 500) (11 711) (2 584) Balance at the end of the year 17 500 15 500 11 711 Product claims Balance at the beginning of the year – 172 159 Arising during the year 343 – 172 Utilised during the year – (172) (159) Balance at the end of the year 343 – 172 Total provisions 17 843 15 500 11 883

Bonus A provision is recognised for expected bonus payments in January 2017. The provision is calculated by management based on earning targets for the year, and employee performance during the year. Product claims A provision is recognised for expected customer claims on defective products sold during the year. The provision is calculated based on retail value of the defective inventory and the likelihood that a payment would need to be made to the affected customers.

162 25. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS On 1 January 2016, the Group reassessed its accounting policies (previously complied with IFRS for SMEs) and elected to change its accounting policies to comply with the requirements of full International Financial Reporting Standards (IFRS). As a result of this election, the Group reassessed the accounting policies and identified the following policy changes which have impacted results previously reported: Leases In line with the IFRS for SMEs, operating lease rental expenses were recognised in profit or loss as and when the rental accrued. The company has made a lease smoothing adjustment over the non-cancellable lease period as required by IAS 17 (The Group have elected not to early adopt IFRS 16). Government grant In line with IFRS for SMEs, government grant income was recognised in profit or loss as and when the grant was received. The company has made an adjustment to release the grant income to profit or loss to match the recognition of the related expense in profit or loss, as required by IAS 20. Defined benefit obligations In line with the IFRS for SMEs, actuarial gains and losses on the defined benefit plan were recognised in profit or loss in the year they were accrued/incurred. The company has since recognised these gains/ losses in other comprehensive income as required by IAS 19. The change in accounting policy has been accounted for by restating each of the affected financial statement line items for the prior periods, as follows: The impact on equity increase/(decrease) in equity 2015 2014 R’000 R’000 Equity previously reported 147 802 190 564 Net impact on equity (17 710) (4 381) Lease smoothing liability (6 996) (6 085) Deferred government grant (17 381) – Deferred tax liability 6 667 1 704 Equity restated 130 092 186 185 The impact on the statement of comprehensive income increase /(decrease) in profit Lease expense (911) (1 162) Grant income (17 381) – Remeasurement gains on defined benefit plans 1 495 – Deferred normal tax charge 4 544 325 Net impact on profit for the year (12 253) (837) Attributable to: Equity holders of the parent (12 253) (837) Non-controlling interest – – (12 253) (837)

163 25. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued) 2015 2014 R’000 R’000 The impact on the statement of comprehensive income (increase/ (decrease) in other comprehensive income) Remeasurement gains/losses on defined benefit plans (1 495) – Deferred normal tax charge 419 – Net impact on other comprehensive income for the year (1 076) – Attributable to: Equity holders of the parent (1 076) – Non-controlling interest – – (1 076) – The impact on earnings per share EPS Basic earnings per share and headlines earning per share (cents per share) – normal (1) – – diluted (1) –

The change did not have an impact on the Group’s operating, investing and financing cash flows.

26. SEGMENT REPORTING IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Board in order to allocate resources to the segment and to assess its performance. This financial report differs from the annual report of the Group for the year ended 31 December 2015 due to the acquisition of the seafood business, Mareterram Limited. The Group now has two reportable operating segments, namely, the South African operations and the Australian operation. Information regarding these segments are presented below. The accounting policies of the reportable segments are the same as the Group’s accounting policies.

164 The following tables are an analysis of the Group’s revenue and results by reportable segment for the year ended 31 December 2016: SA Australian Operation Operation Total R’000 R’000 R’000 2016 Revenue – external customers 1 652 236 279 743 1 931 979 Depreciation and amortisation (115 270) (3 442) (118 712) Other expenses (1 393 788) (245 108) (1 638 896) Profit before taxation 143 178 31 193 174 371 Segment assets 1 183 021 690 249 1 873 270 Segment liabilities 945 267 272 912 1 218 179 2015 Revenue – external customers 1 365 487 – 1 365 487 Depreciation and amortisation (89 760) – (89 760) Other expenses (1 207 887) – (1 207 887) Profit before taxation 67 841 – 67 841 Segment assets 1 117 341 – 1 117 341 Segment liabilities 987 249 – 987 249 2014 Revenue – external customers 1 349 543 – 1 349 543 Depreciation and amortisation (80 735) – (80 735) Other expenses (1 210 981) – (1 210 981) Profit before taxation 57 827 – 57 827 Segment assets 1 040 101 – 1 040 101 Segment liabilities 853 916 – 853 916

165 27. FAIR VALUE MEASUREMENT The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities. Fair value measurement hierarchy for assets and liabilities as at 31 December 2016:

Prices quoted Significant Significant in active observable unobser- markets inputs vable inputs Date of valuation Total (Level 1) (Level 2) (Level 3) Assets measured at fair value Available-for-sale investment 31 December 2016 25 264 – – 25 264 Financial derivative assets 31 December 2016 47 862 47 862 – –

* There were no transfers between categories during 2016. Liabilities measured at fair value Employee related liabilities 31 December 2016 31 209 – 26 703 4 506 Financial liabilities held at fair value through profit or loss 31 December 2016 2 698 2 698 – – Fair value measurement hierarchy for assets as at 31 December 2015: Fair value measurement using Prices quoted Significant Significant in active observable unobser- markets inputs vable inputs Date of valuation Total (Level 1) (Level 2) (Level 3) Assets measured at fair value Available-for-sale investment 31 December 2015 25 264 – – 25 264 Liabilities measured at fair value Financial derivative liabilities 31 December 2015 106 200 106 200 – – Employee related liabilities 31 December 2015 25 427 – 25 427 –

* There were no transfers between categories during 2015. Fair value measurement hierarchy for assets as at 31 December 2014: Fair value measurement using Prices quoted Significant Significant in active observable unobser- markets inputs vable inputs Date of valuation Total (Level 1) (Level 2) (Level 3) Assets measured at fair value Available-for-sale investment 31 December 2014 25 264 – – 25 264 Financial derivative assets 31 December 2014 38 478 38 478 – – * There were no transfers between level categories during 2014.

The table provided analyses financial instruments that are measured subsequent to initial recognition at fair value, grouped in levels 1 to 3 based on the degree to which fair value is observable: – Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. – Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). – Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liability that are not based on observable market data (unobservable inputs).

166 28. SHARE-BASED PAYMENTS The Group has two wholly-owned trusts which have been established as vehicles through which certain executives, senior management and employees have made an investment in or acquired an economic exposure to an investment in shares in the company. In addition, a share option scheme is managed by its subsidiary, Mareterram Limited, for the executives of the subsidiary. These share incentive and option schemes are accounted for as equity-settled share-based schemes. A non-distributable reserve is recognised and included in other reserves (please refer to note 17). Staff share costs of R7 million (2015: nil; 2014: nil) are accounted for as employee expenses and are included in the calculation of distributable reserves. Sea Harvest Management Investment Trust No 2 The Sea Harvest Management Investment Trust No 2 was established as an investment vehicle for senior executives of Sea Harvest Corporation Proprietary Limited (subsidiary) to acquire shares in the Company. The fair value of the shares are estimated at the grant date using a finite difference pricing model, taking into account the terms and conditions on which the shares were granted. The shares vest in tranches of 40%, 30%, 20% and 10% starting in 2019 and expire eight years after grant date. Exercise Fair value at Grant Expiry price grant date Number date date R R’000 Date of grant: Granted on 31 March 2014 8 257 897 31/03/14 31/02/22 4.91 8 788 Movement in share incentives during the year is as follows: 2016 2015 2014

Balance at the beginning of the year 82 578 970 8 257 897 – Granted during the year – – 8 257 897 Ten-for-one share split – 74 321 073 – Balance at the end of the year 82 578 970 82 578 970 8 257 897 The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows: Historical volatility (%) 23.92 Risk-free interest rate (average %) 8.08 Expected life of incentives (average years) 6.5 Grant date share price (ZAR) 3.57 There were no cancellations or modifications to the scheme in 2016 or 2015.

The Sea Harvest Employee Share Trust The Sea Harvest Employee Share Trust, was established as an investment vehicle for employees of Sea Harvest Corporation Proprietary Limited (subsidiary) to acquire an economic exposure to an investment in shares in the Company. The fair value of the share incentives is estimated at grant date using a finite difference pricing model, taking into account the terms and conditions upon which the share incentives were granted. The incentives vest fully in 2022 and expired eight years after grant date.

167 The following share-based payment arrangement was in existence during the current and prior years. Exercise Fair value at Grant Expiry price grant date Number date date R R’000 Date of grant: Granted on 31 March 2014 4 258 138 31/03/14 31/03/22 5.73 5 155 The movement in share incentives during the year is as follows: 2016 2015 2014 Balance at the beginning of the year 42 581 380 4 258 138 – Granted during the year – – 4 258 138 Ten-for-one share split – 38 323 242 – Balance at the end of the year 42 581 380 42 581 380 4 258 138 The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows: Historical volatility (%) 23.92 Risk-free interest rate (%) 8.31 Expected life of incentives (years) 8.01 Grant date share price (ZAR) 3.57 There were no cancellations or modifications to the scheme in 2016 or 2015.

Mareterram Limited Share Options Mareterram Limited does not have a formal share option scheme. However, during 2015, the subsidiary granted 5 000 000 share options to Peter Hutchinson (chairman of the Mareterram Board of Directors). In July 2016, Peter Hutchinson entered into a put and call option to transfer 2 500 000 ordinary share options of Mareterram Limited to Sea Harvest International Proprietary Limited (a wholly-owned subsidiary of Sea Harvest Holdings Proprietary Limited (please refer to note 21). The fair value of the share options is estimated at the grant date using a Black-Scholes pricing model, taking into account the terms and conditions on which the share options were granted. The options vest fully within one year of the grant date and expire five years after grant date. The following share-based payment arrangement was in existence during the current and prior years. Exercise Fair value at Grant Expiry price grant date Number date date R R’000 Date of grant: Granted on 18 December 2015 5 000 000 18/12/15 18/12/20 2.17 3 876 There were no movements in share options during the 2016 and 2015 financial years. The inputs used in the measure of the fair values at grant date of the equity-settled share-based payment plans were as follows: Historical volatility (%) 35.00 Risk-free interest rate (%) 2.91 Expected life of options (years) 5.00 Grant date share price (ZAR) 2.17 There were no cancellations or modifications to the scheme in 2016 and 2015.

168 29. BUSINESS COMBINATIONS On 13 July 2016, the Group acquired an additional 35.99% interest in Mareterram Limited, a vertically integrated agri-business listed on the Australian Stock Exchange with operations in Shark Bay, Carnarvon, Western Australia, a head office in Perth and a national sales team. The acquisition with previous equity holders was done through the Australian Stock Exchange. The Group gained a controlling interest in Mareterram Limited through this acquisition, and has accounted for the 55.89% interest as a non-wholly owned subsidiary, with its results from July 2016 being fully consolidated with that of the Group’s results. The Group has elected to measure the non-controlling interests in the acquiree at its proportionate percentage of the recognised amounts of the acquiree’s identifiable net assets. At the time of the acquisition the initial interest held (19.9%) was fair valued using the market price on the Australian Stock exchange. The resulting gain recognised in profit or loss and fair value of the previously held interest was used in the determination of Goodwill in accordance with the provisions of IFRS3. Condition transferred Acquisition date fair value of the consideration transferred: Cash 195 990 Remeasurement of previously held interest Fair value of previously held interest (reference to an active market price on acquisition date) 94 011 Carrying amount of previously held interest (54 371) Gain on remeasurement of previously held interest (taken to profit or loss) 39 640 Assets acquired and liabilities assumed at acquisition date The Group has provisionally recognised the fair values of the identifiable assets and liabilities of Mareterram Limited as follows: Non-current assets Property, plant and equipment 105 723 Intangible assets 310 918 Deferred tax assets 30 181 Financial derivative assets 230 447 052 Current assets Inventories 111 854 Trade and other receivables 85 240 Cash and bank balances 131 Short-term financial derivative assets 1 566 198 791 Non-current liabilities Long-term interest-bearing borrowings (131 812) Employee related liabilities (3 043) Fishing licence liability (89 542) (224 397) Current liabilities Trade and other payables (60 684) Short-term interest-bearing borrowings (25 027) Short-term fishing licence liability (23 308) Short-term financial derivative liabilities (602) (109 621) Fair value of identifiable net assets 311 825

169 The initial accounting for the acquisition of Mareterram Limited has only been provisionally determined at the end of the reporting period. At the date of finalisation of these consolidated financial statements, the necessary valuations of the fishing licences had not been finalised and they have therefore only been provisionally determined based on the directors’ best estimate of the likely fishing licence values. Property, plant and equipment (with a carrying value of R102 million), was revalued at acquisition date to R105 million, being its fair value at acquisition date. The fair value was determined by reference to its cost. (A substantial portion of the property, plant and equipment was acquired in the current year, and the cost is considered to approximate fair value). Fishing licences (with a carrying value of R276 million), were revalued at acquisition date to R311 million, being the fair value at acquisition date. The fair value was determined by reference to arm’s length transactions in an open market environment. Goodwill arising on acquisition Fair value of consideration transferred 195 990 Add: Fair value of previously held interest 94 011 Add: Non-controlling interest recognised at proportionate share of acquisition net fair value 137 546 Less: Fair value of assets acquired and liabilities assumed (311 825) Goodwill 115 722

Goodwill is attributable to a control premium as well as the benefit of expected synergies, revenue growth and future market development of Mareterram Limited. Net cash outflow on acquisition of subsidiaries Consideration paid in cash 195 990

Acquisition related costs Acquisition costs of R4.2 million were recognised in operating expenses for the 2016 year. These costs relate to share registry costs and legal fees relating to acquisition. Impact of acquisition on the results of the Group Profit for the year includes an amount of R28 million and revenue for the year includes an amount of R279 million attributable to the additional business generated by Mareterram Limited. Had this business combination been effected at 1 January 2016, the revenue of the Group would have been R2 109 million, and the profit for the year would have been R130 million. The directors consider these “pro forma” numbers to represent an approximate measure of the performance of the combined group on an annualised basis and to provide a reference point for comparison in future periods. In determining the “pro forma” revenue and profit of the Group had Mareterram Limited been acquired at the beginning of the current year, the directors have calculated depreciation of plant and equipment acquired on the basis of the fair values arising in the initial accounting for the business combination rather than the carrying amounts recognised in the pre-acquisition financial statements.

170 30. NOTES TO THE CASH FLOW STATEMENTS 2016 2015 2014 R’000 R’000 R’000 A. Profit for the year 131 514 43 099 37 999 Adjustments for: Finance costs 77 892 50 606 48 513 Taxation charge 42 857 24 742 19 828 Investment income (2 075) (2 333) – Profit on disposal of property, plant and equipment (3 057) (5 636) – Loss on disposal of property, plant and equipment 116 – 513 Depreciation and amortisation on non-current assets 118 712 89 759 80 735 Share in loss of associate 171 – – Share of profit of joint venture (13 540) (2 272) (9 354) Unrealised profits including joint venture inventory (446) 477 (692) Recognition of share-based payments 7 009 – – Gain recognised on the remeasurement of former associate (39 640) – – Government grant income (2 098) (2 743) – Remeasurement losses on defined benefit plans – (1 495) – 317 415 194 204 177 542 Movements in working capital 11 003 3 829 (50 831) Decrease/(increase) in trade receivables 32 252 (5 690) (75 459) (Decrease)/increase in trade payables (672) (9 171) 31 022 (Increase)/decrease in inventories (20 577) 18 690 (6 394) Cash generated from operations 328 418 198 033 126 711

31. RELATED PARTY TRANSACTIONS Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the group and other related parties are disclosed as follows: A. Trading transactions Purchases Amounts Amounts Sales to from owed by owed to related related related related parties parties parties parties R’000 R’000 R’000 R’000 2016 Vuna Fishing (Pty) Ltd (Joint Venture) 49 622 153 097 5 189 23 515 Mareterram Limited (Associate until June 2016) 52 410 – – – 102 032 153 097 5 189 23 515 2015 Vuna Fishing (Pty) Ltd (Joint Venture) 40 213 117 903 10 800 15 809 2014 Vuna Fishing (Pty) Ltd (Joint Venture) 4 289 118 976 6 905 20 255 The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at year-end are unsecured and interest-free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 December 2016, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (2015: Nil; 2014: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

171 B. Loans to and from related parties Amounts Amounts owed by owed to related related parties parties R’000 R’000 2016 Brimco Proprietary Limited (equity holder) – 54 664 The New Sea Harvest Management Investment Trust (equity holder) 4 389 – 4 389 54 664 2015 Brimco Proprietary Limited (equity holder) – 37 581 Kagiso Strategic Investments III Proprietary Limited (equity holder) – 17 082 The New Sea Harvest Management Investment Trust (equity holder) 2 291 693 Sea Harvest Management Investment Trust No 2 (equity holder) 188 – Vuna Fishing Company Proprietary Limited (joint venture) 2 500 – 4 979 55 356 2014 Brimco Proprietary Limited (equity holder) – 37 581 Kagiso Strategic Investments III Proprietary Limited (equity holder) – 17 082 The New Sea Harvest Management Investment Trust (equity holder) 43 7 322 Sea Harvest Management Investment Trust No 2 (equity holder) 2 – 45 61 985 Loans to the joint venture are interest free and generally on terms of 30 to 90 days. Loans received from equity holders are interest-free. The shareholders may vary the rates, provided it does not exceed the prime rate. These loans are unsecured and are repayable only if and to the extent that such payment is permissible under Third Party Funding Agreements and the directors resolve that they shall be repaid. Loans received to/from subsidiaries are interest-free. These loans are unsecured and are repayable only if and to the extent that such payment is permissible under the Third Party Funding Arrangement and the directors resolve that they shall be repaid. C. Compensation for key management personnel 2016 2015 2014 R’000 R’000 R’000 Short-term benefits 15 181 13 266 20 857 Post-employment benefits 1 673 1 521 2 196 Share-based payments 3 190 – – 20 044 14 787 23 053 The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.

172 D. Other related party transactions In addition to the above, the following related party transactions took place during the year: a. Sea Harvest Corporation Proprietary Limited performed certain administrative services for Vuna Fishing Company Proprietary Limited for which a management fee was charged and paid. 2016 2015 2014 R’000 R’000 R’000 Management fees received 1 452 1 452 1 441

b. Brimco Proprietary Limited and Kagiso Strategic Investments III Proprietary Limited performed certain administrative services for Sea Harvest Corporation Proprietary Limited, for which a management fee was charged and paid. 2016 2015 2014 R’000 R’000 R’000 Management fees paid to Brimco Proprietary Limited 1 478 1 400 1 333 Managements fees paid to Kagiso Strategic Investments III Proprietary Limited 217 636 606

c. Sea Harvest Corporation Proprietary Limited recognised and received royalties from Desert Diamond Fishing (Pty) Ltd 2016 2015 2014 R’000 R’000 R’000 Royalties received 864 111 394

d. Vuna Fishing Company Proprietary Limited declared and paid a dividend in favour of Sea Harvest Corporation Proprietary Limited 2016 2015 2014 R’000 R’000 R’000 Dividend received – 7 970 11 955

32. KEY MANAGEMENT PERSONNEL REMUNERATION

Short-term benefits Post-employment benefits Equity

Salary, fees and Pension/ Termination commission Other provident benefits Incentives Total 2016 Non-executive directors F Robertson 150 – – – – 150 MC Norris 100 – – – – 100 LJ Penzhorn 100 – – – – 100 TS Setshedi 25 – – – – 25 Executive directors TC Brown 1 805 932 126 – 483 3 346 JP de Freitas 1 743 935 337 – 725 3 740 K Geldenhuys 1 655 939 320 – 604 3 518 M Harry 1 004 613 194 – 131 1 942 F Ratheb 3 069 1 578 594 – 1 247 6 488 M Brey 525 8 102 – – 635 10 176 5 005 1 673 – 3 190 20 044

173 Short-term benefits Post-employment benefits Equity

Salary, fees and Pension/ Termination commission Other provident benefits Incentives Total 2015 Non-executive directors F Robertson 150 – – – – 150 MC Norris 100 – – – – 100 LJ Penzhorn 100 – – – – 100 TS Setshedi 50 – – – – 50 Executive directors TC Brown 1 785 121 196 – – 2 102 JP de Freitas 1 598 896 309 – – 2 803 K Geldenhuys 1 514 896 293 – – 2 703 M Harry 948 631 184 – – 1 763 F Ratheb 2 786 1 691 539 – – 5 016 9 031 4 235 1 521 – – 14 787 2014 Non-executive directors F Robertson 150 – – – – 150 MC Norris 100 – – – – 100 LJ Penzhorn 100 – – – – 100 TS Setshedi 50 – – – – 50 Executive directors TC Brown 536 40 59 – – 635 JP de Freitas 1 242 50 240 – – 1 532 K Geldenhuys 1 372 205 266 – – 1 843 F Ratheb 2 723 403 450 – – 3 576 IR Esau 1 339 321 154 6 – 1 820 CJ Hess 297 214 33 89 – 633 GF Bezuidenhout – – – 4 301 – 4 301 7 909 1 233 1 202 4 396 – 14 740

33. FINANCIAL MANAGEMENT Capital management The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the group consists of net debt (borrowings as detailed in notes 18, cash and bank balances as detailed in note 16 and equity of the Group (comprising issued capital, reserves and retained earnings as detailed in note 17). The Group manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2016, 2015 and 2014.

174 Risk management The Group’s financial instruments consist mainly of deposits with banks, trade and other receivables, loans and borrowings, trade and other payables and financial derivatives. The main risks the Group is exposed to through its financial instruments are liquidity risk, credit risk, interest rate risk, commodity price and foreign currency risk. Risk management policies are established to identify and analyse the risks faced by the group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the group’s activities. The Board oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. Liquidity risk management Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group’s reputation. The Group does this by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities within agreed repayment periods. Weighted average effective interest Within 3 Within 1 1 to 5 Over 5 rate months year years years Total % R’000 R’000 R’000 R’000 R’000 2016 Financial assets Available-for-sale investment – – – – 25 264 25 264 Loans to related parties – – – 4 389 – 4 389 Trade and other receivables – 282 750 – – – 282 750 Bank Cash and bank balances deposit rate 154 404 – – – 154 404 437 154 – 4 389 25 264 466 807 Financial liabilities Term loan borrowings – variable rates 7.04 – 69 010 397 631 – 466 641 Corporate receivables finance loan – variable rates 4.73 – 8 993 – – 8 993 Instalment sale agreement borrowings – fixed rates 8.12 – 918 1 369 – 2 287 Loans from related parties – – - 54 664 – 54 664 Other financial liabilities – – 21 121 82 450 – 103 571 Shareholders for dividends – – 2 431 135 404 – 137 835 Trade and other payables – 291 568 – – – 291 568 291 568 102 473 671 518 – 1 065 559

175 Weighted average effective interest Within 3 Within 1 1 to 5 Over 5 rate months year years years Total % R’000 R’000 R’000 R’000 R’000 2015 Financial assets Available-for-sale investment – – – – 25 264 25 264 Loans to related parties – – – 4 979 – 4 979 Trade and other receivables – 239 432 – – – 239 432 Bank Cash and bank balances deposit rate 76 418 – – – 76 418 315 850 – 4 979 25 264 346 093 Financial liabilities Term loan borrowings – variable rates 8.14 – 67 991 343 944 – 411 935 Instalment sale agreement borrowings – fixed rates 8.25 – 991 1 629 – 2 620 Loans from related parties – – – 55 356 – 55 356 Shareholders for dividends – – – 110 855 – 110 855 Trade and other payables – 237 299 – – – 237 299 237 299 68 982 511 814 – 818 095 2014 Financial assets Available-for-sale investment – – – – 25 264 25 264 Loans to related parties – – – 6 905 – 6 905 Trade and other receivables – 233 741 – – – 233 741 Bank Cash and bank balances deposit rate 91 270 – – – 91 270 325 011 – 6 905 25 264 357 181 Financial liabilities Term loan borrowings - variable rates 7.64 – 50 997 362 371 – 413 368 Instalment sale agreement borrowings – fixed rates 8.25 – 444 779 – 1 223 Loans from related parties – – – 63 372 – 63 372 Shareholders for dividends – – – 80 462 – 80 462 Trade and other payables – 246 470 – – – 246 470 Total financial liabilities 246 470 51 441 506 984 – 804 895

Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The maximum exposure to credit risk, excluding the value of any collateral or other security at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Because of this, the Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties other than those receivables specifically provided for. The Group has a credit guarantee insurance facility which is maintained as a precautionary measurement.

176 Interest rate risk management The group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates. The Group’s exposure to interest rate risk on financial liabilities are detailed in the liquidity risk management section of this note. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings. Interest rate sensitivity analysis The Group has performed sensitivity analysis relating to its exposure to interest rate risk at reporting date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result from a 50 base point change in these risks. 2016 2015 2014 R’000 R’000 R’000 Increase in profits 2 246 1 807 1 725 Decrease in profits (2 246) (1 807) (1 725) Increase in equity 1 617 1 301 1 242 Decrease in equity (1 617) (1 301) (1 242)

Foreign currency risk management Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the group’s operating activities (when revenue or expense is denominated in a foreign currency). Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts. The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows 2016 2015 2014 R’000 R’000 R’000 Assets USD denominated 9 987 4 350 4 494 GBP denominated 2 789 – 1 362 EURO denominated 89 696 80 671 62 464 AUD denominated 107 518 36 032 29 689 JPY denominated – – 351 Liabilities USD denominated – 2 899 1 901 GBP denominated 1 958 980 922 EURO denominated 5 076 840 1 052 AUD denominated 25 933 – – SEK denominated – – 395 DKK denominated 443 – –

Foreign currency sensitivity analysis The following table details the Group’s sensitivity to a 10% increase or 10% decrease in the Rand against the respective foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. This analysis has been conducted for the exposure on receivables and payables outstanding at reporting date. A positive number indicates an increase in profit where the Rand strengthens by 10% against the relevant foreign currency. For a 10% weakening of the Rand against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.

177 2016 2015 2014 R’000 R’000 R’000 USD denominated Profit or loss 999 145 259 Equity 719 104 187 GBP denominated Profit or loss 83 97 44 Equity 60 71 32 EURO denominated Profit or loss 8 462 7 983 6 141 Equity 6 093 5 748 4 422 AUD denominated Profit or loss 8 159 3 603 2 968 Equity 5 874 2 594 2 138 JPY denominated Profit or loss – – 35 Equity – – 25 SEK denominated Profit or loss – – 39 Equity – – 28 DKK denominated Profit or loss 44 – – Equity 32 – –

Commodity price risk management Commodity price risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in commodity prices. The Group’s exposure to the risk of changes in commodity prices relates primarily to the Group’s operating activities which require the ongoing purchase of diesel fuel. Due to the volatility, the Group entered into derivatives such as forward contracts, swaps and options for the forecasted diesel fuel purchase requirements for the 2016 fishing season. Commodity price exposures are managed within approved policy parameters utilising a mix of cash settled commodity forward contract, swaps and options for diesel fuel. Hedging and derivatives Cash flow hedges Due to the volatility in foreign currency rates and commodity prices, the Group enters into derivatives such as options swaps and forward contracts for the purpose of minimising the Group’s exposure to fluctuations in cash flows over the hedging period that results from volatility. The derivatives are designated as effective cash flow hedging instruments at year-end. The effective portion of the changes in the fair value of the derivatives are recognised in other comprehensive income and accumulated in the cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. i. Foreign currency risk The Group enters into forward exchange contracts to buy and sell specified amounts of various foreign currencies in the future at a predetermined exchange rate. Within the South African operations, the contracts are entered into to manage the group’s exposure to fluctuations in foreign currency exchange rates on specific transactions. The contracts are matched by anticipated future cash flows in foreign currencies, primarily from sales. It is the group’s policy to enter into forward exchange contracts for all net foreign currency trade or capital items. No forward exchange contracts are entered into where a relatively short settlement period is involved and risk is considered to be minimal.

178 Within the Australian operations, the contracts are entered into for future commitments of sales and purchases in EUR and JPY. These future commitments are highly probable and they comprise 100% of the group’s total expected sales and expected purchases. ii. Commodity price risk The Group entered into the commodity forward contracts to reduce the volatility attributable to price fluctuations of diesel fuel. Hedging the price volatility of forecast diesel fuel purchases is in accordance with the risk management strategy outlined by board of directors. The hedging relationships are for a period of between one month and 17 months, based on expected purchase requirements. The following tables detail the amounts that the Group is contracted to sell under forward exchange contracts in respect of future receivables: Average contract exchange Foreign currency R’000 rate Contractual expiry date 2016 USD 5 646 14.1625 11 January 2017 – 9 February 2017 GBP 3 961 17.5478 4 January 2017 – 9 February 2017 EURO 465 443 16.0401 4 January 2017 – 28 February 2018 AUD 73 944 11.7258 4 January 2017 – 29 March 2018 NZD 677 10.1626 2 May 2017 2015 USD 5 987 15.2099 29 January 2016 – 8 February 2016 EURO 575 868 15.1854 8 January 2016 – 28 February 2017 AUD 102 820 10.3137 4 January 2016 – 31 March 2017 NZD 934 8.7794 2 February 2016 – 11 April 2016 2014 USD 4 548 11.6601 16 January 2015 – 5 February 2015 EURO 364 817 15.9365 5 January 2015 – 29 February 2016 AUD 116 044 10.0691 2 January 2015 – 31 March 2016 GBP 1 360 17.9926 7 January 2015

179 The following tables detail the amounts that the Group is contracted to sell under zero collar options in respect of future receivables: Average contract exchange Collar options R’000 rate Contractual expiry date 2015 EURO 29 971 16.9207 27 January 2016 – 25 February 2016

The following tables detail the amounts that the Group is contracted to buy under forward exchange contracts in respect of future payables: Average contract exchange Foreign currency R’000 rate Contractual expiry date 2016 USD 2 942 13.9141 12 January 2017 – 20 January 2017 GBP 638 17.1596 11 January 2017 – 11 April 2017 EURO 1 800 14.9590 5 January 2017 – 15 March 2017 AUD 3 083 10.1420 3 January 2017 SEK 4 093 1.7070 17 January 2016 – 14 December 2017 DKK 942 2.0687 13 January 2017 – 24 February 2017 2015 USD 5 207 14.8852 4 January 2016 – 2 March 2016 EURO 3 931 15.6992 4 January 2016 – 15 March 2016 SEK 698 1.6971 25 February 2016 – 29 March 2016 DKK 473 2.0773 25 January 2016 2014 USD 4 439 11.6005 9 January 2015 – 23 February 2015 EURO 9 852 14.72967 9 January 2015 2015 – 7 August 2015 SEK 652 1.5106 20 January 2015 – 27 March 2015

The fair value of derivatives designated as hedging instruments is as follows: 2016 2015 2014 R’000 R’000 R’000 Foreign currency forward contracts assets/(liabilities) 47 862 (106 200) 38 479

180 34. COMMITMENT AND CONTINGENCIES As a result of the Group’s strategic and operating decisions, the Group has the following, capital, lease and other commitments at the end of the reporting period. Operating lease commitments Group as lessee The Group has entered into operating leases on land and manufacturing/office buildings, with lease terms between three and 10 years. The Group has the option, under some of its leases, to lease the assets for additional terms of three to five years. Future minimum rentals payable under non-cancellable operating leases as at 31 December are, as follows: 2016 2015 2014 R’000 R’000 R’000 Within one year 10 460 4 380 3 861 After one year but not more than five years 26 444 19 742 18 652 More than five years 20 617 21 973 27 008 57 521 46 095 49 521

Capital commitments The Group has the following commitments for the acquisition of property, plant and equipment at the end of the reporting period: 2016 2015 2014 R’000 R’000 R’000 Commitments for the acquisitions of property, plant and equipment 7 859 3 705 1 674 Authorised by the directors but not contracted 6 142 18 716 3 651 14 001 22 421 5 325

Contingent liabilities The Group has no contingent liabilities at the end of the reporting period. 35. EVENTS SUBSEQUENT TO REPORTING DATE With effect from 1 January 2017, the commercial relationship with Vuna was restructured and Sea Harvest’s shareholding in Vuna was disposed of to a company in which Brimstone Investment Corporation Limited and the Sea Harvest staff and management trusts hold all the shares and which company will not be a part of the Sea Harvest group. As part of the restructure, Sea Harvest entered into an exclusive supply and distribution arrangement with SeaVuna Fishing Company Proprietary Limited. Other than outlined above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Group to affect substantially the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years.

181 ANNEXURE 2

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE GROUP

The definitions and interpretation commencing on page 14 of this Pre-listing Statement shall not apply to this Annexure 2. “The Directors Sea Harvest Group Limited 1st Floor, Block C, The Boulevard Searle Street Woodstock Cape Town, Western Cape 7925

Dear Sirs/Mesdames

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION INCLUDED IN THE PRE-LISTING STATEMENT

Introduction We have audited the consolidated historical financial information of Sea Harvest Holdings Proprietary Limited (the Company) in respect of the years ended 31 December 2016, 31 December 2015 and 31 December 2014 set out in Annexure 1 of the Pre-listing statement. The consolidated historical financial information in respect of each annual period comprises the consolidated statement of financial position as at the year-end date, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the years then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information. Directors’ responsibility for the Consolidated Historical Financial Information The Company’s directors are responsible for the preparation and fair presentation of the consolidated historical financial information in accordance with the requirements of the JSE Listings Requirements, and for such internal control as the directors determine is necessary to enable the preparation of historical financial information that is free from material misstatement, whether due to fraud or error. The JSE Listings Requirements require the historical financial information in respect of each annual period to be prepared in accordance with the conceptual framework, the measurement and recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council and also, as a minimum, to be presented and contain the disclosures required by the JSE Listings Requirements. Auditor’s responsibility Our responsibility is to express an opinion or conclusion on the consolidated historical financial information based on our audit. We conducted our audit of the consolidated historical financial information in accordance with International Standards on Auditing (ISAs). These standards require that we comply with ethical requirements. We plan and perform the audit to obtain reasonable assurance about whether the consolidated historical financial information is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated historical financial information. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated historical financial information, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the

182 consolidated historical financial information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated historical financial information. We believe that the evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the historical financial information in respect of the years ended 31 December 2016, 31 December 2015 and 31 December 2014 is prepared, in all material respects, in accordance with IFRS and the requirements of the JSE Listings Requirements, as set out in the notes to the consolidated historical financial information. Other information in the Pre-listing statement As required by paragraph 8.53 of the JSE Listings Requirements, we have read the Pre-listing statement in which the consolidated historical financial information is contained, for the purpose of identifying whether there are material inconsistencies between the Pre-listing statement and the consolidated historical financial information which has been subject to audit. The Pre-listing statement is the responsibility of the directors. Based on reading the Pre-listing statement we have not identified material inconsistencies between this report and the consolidated historical financial information which has been subject to audit. However, we have not audited the Pre-listing statement and accordingly do not express an opinion on it. Consent We consent to the inclusion of this report, which will form part of the Pre-listing statement to the shareholders of Sea Harvest Holdings Proprietary Limited, to be issued on or about 6 March 2017, in the form and context in which it appears. Deloitte & Touche Registered Auditor Per: LP Cotten Partner 27 February 2017 1st Floor The Square Cape Quarter 27 Somerset Road Greenpoint 8005 Western Cape”

183 ANNEXURE 3

PRO FORMA STATEMENT OF FINANCIAL POSITION AND STATEMENT OF COMPREHENSIVE INCOME

The pro forma consolidated statement of comprehensive income and the pro forma consolidated statement of financial position have been prepared to show the financial effects of the Capital Restructure and the Offer (“the Transactions”). The pro forma financial effects are calculated for the 12 months ended 31 December 2016 for the purposes of the consolidated statement of comprehensive income and as at 31 December 2016 for the purposes of the consolidated statement of financial position. These pro forma financial effects are prepared for illustrative purposes only, to provide information about how the Transactions might have affected the financial information presented by the Group and, because of their pro forma nature, may not give a fair reflection on the Group’s financial position, changes in equity, results of operations or cash flows after the transaction. The directors of the Group are responsible for the preparation of the pro forma financial information. The pro forma financial information has been prepared using accounting policies that are consistent with IFRS and with the basis on which the historical financial information has been prepared in terms of the accounting policies adopted by the Group as at 31 December 2016. The pro forma financial information has been prepared in accordance with the JSE Listings Requirements and the revised Guide on Pro Forma Financial Information issued by SAICA. The independent reporting accountants’ assurance report on the abovementioned pro forma financial effects is included as Annexure 4 to this Pre-listing Statement.

184 – – – (171) 2 075 After After 31 607 37 140 39 640 (3 316) 639 405 209 481 286 090 284 849 228 933 (54 527) (55 916) (407 005) 2 030 147 pro forma forma pro (1 390 742) adjustments – – – – – – – – – – – – – – (10) (10) (5 016) (5 016) (5 016) (5 016) (5 016) costs Listing – – – – – – – – – (7), (8), (9) (8), (7), 98 168 33 947 33 947 37 140 57 547 57 547 48 042 (9 505) (64 221) (13 540) the Vuna the Impact of transaction transaction – – – – – – – – – – – – (6) – 4 656 (11 973) (11 (16 629) (16 629) (16 629) (16 (16 629) Incentive Incentive schemes

– – – – – – – – – – – – – (5) – – – share 45 255 45 255 45 255 Preference settlement

– – – – – – – – – – – – – – – (3) & (4) (8 210) 21 111 21 111 29 321 29 321 capital raise capital raise Impact of the

z – – – – (1) & (2) 2 075 31 607 13 369 39 640 (54 527) (42 857) Before 174 371 174 197 179 179 197 514 131 250 188 250 188 605 458 (77 892) (385 359) 1 931 979 (1 326 521) Consolidated Statement of Comprehensive Income Pro forma Pro R’000 Revenue Cost of sales profit Gross Other operating income Operating expenses Hedge gains/(losses) profit Operating joint venture/associates from of profit Share on sale of joint venture Profit disposal from Fair value gains realised of associate costs and taxation finance before Profit Investment income Finance costs taxation before Net profit Taxation the year for Profit income Other comprehensive Items that will not be subsequently reclassified and loss: to profit operations on foreign Exchange differences to items that will not be Income tax relating and loss to profit subsequently reclassified

185 898 9 638 After After 50 367 50 367 (2 992) (4 789) (44 361) 140 421 140 219 295 284 089 228 933 219 295 134 491 279 300 279 300 (37 140) (39 640) (39 763) pro forma forma pro adjustments – – – – – – – – – – – (10) (10) (5 016) (5 016) (5 016) (5 016) (5 016) (5 016) (5 016) costs Listing – – – – – – – – – – (7), (8), (9) (8), (7), 10 902 10 48 042 48 042 48 042 48 042 48 042 48 042 (37 140) the Vuna the Impact of transaction transaction – – – – – – – – – (6) – – (11 973) (11 (11 973) (11 (11 973) (11 (11 973) (11 (11 973) (11 973) (11 973) Incentive Incentive schemes

– – – – – – – – – (5) – – share 45 255 45 255 45 255 45 255 45 255 45 255 45 255 Preference settlement

– – – – – – – – – – – (3) & (4) 21 111 21 111 21 111 21 111 21 111 21 111 21 111 21 111 21 111 21 111 21 111 capital raise capital raise Impact of the

z – 898 (1) & (2) 9 638 80 142 80 142 50 367 50 367 (2 992) (4 789) (39 763) Before 131 514 514 131 181 881 181 181 881 181 121 876 186 670 121 876 134 491 (39 640) (44 361) plant and , (Gain)/Loss on disposal of Investment in associate of former Fair value gain on remeasurement associate of the transactions listed above effects Tax Headline earnings Headline earnings calculation: Headline earnings attributable to equity holders of the Net profit parent (Gain)/Loss on disposal of property equipment Non-controlling interest Non-controlling Non-controlling interest Non-controlling income/(loss) for the year comprehensive Total attributable to: Owners of the company Owners of the company R’000 to Items that may subsequently be reclassified and loss: profit Net fair value gain on hedging instruments into for cash flow hedge entered operations on foreign Exchange differences to items that may Income tax relating and loss to profit subsequently be reclassified income/(loss) Other comprehensive the year income for comprehensive Total for the year attributable to: Profit

186 7.22 9 62.26 After After ordinary 225 556 he Company he t pro forma forma pro 151 005 151 adjustments shares related to the to related shares – (10) (10) 151 005 151 million on 1 January 2016 and costs Listing 9 – (7), (8), (9) (8), (7), the Vuna the Impact of transaction transaction e. – (6) and the as Employee reflected in Share Trust), the Company’s II Incentive Incentive schemes

– (5) share Preference settlement

(3) & (4) 84 016 capital raise capital raise Impact of the

z (2) (2) (2) he Company. This adjustment reflects the financial effect of the Vuna Transaction as if it had been entered into on 1 January 1 on into entered been had it if as Transaction Vuna the of effect financial the reflects adjustment This Company. he t (1) & (2) 86.11 56.62 Before 141 540 ordinary shares of no par value will be issued (assuming an offer price at the mid-point of the Offer Price range), of which 4 which of range), Price Offer the of mid-point the at price offer an (assuming issued be will value par no of shares ordinary 91 666 667 666 91 billion. 16 financial effects are assumed to have occurred on 1 Januaryincome purposes. assumed to have occurred 2016 for statement of comprehensive are financial effects he Company disposed of its 49.9% share in Vuna to VFG and simultaneously entered into the Vuna Transaction as set 14. out The in Company Annexure equity accounted its Transaction to VFG into he and the Company simultaneously Vuna disposed entered of in its Vuna 49.9% share t pro forma pro Extracted without adjustment from the audited consolidated financial information of the Company for the year ended 31 December 2016 as set out in Annexure 1, except for the weighted average weighted the for except 1, Annexure in out set as 2016 December 31 ended year the for Company the informationof financial consolidated audited the from adjustment without Extracted On 17 February 2017, the 849 242 000 ordinary shares in issue (after adjusting for the 125 160 360 treasury shares held by MIT R1. raise to assumed is Offer The number of ordinary shares in issue which has been stated after the share consolidation set out in (2) below. in issue which has been stated after the share number of ordinary shares A portion of the net proceeds of the Offer will be used to settle Third Party Debt. This adjustment reflects the effect of the interest expense saving and the related impact on tax from the settlement the from tax on impact related the and saving expense interest the of effect the reflects adjustment PartyThis Debt. Third settle to used be will Offer the of proceeds net portionthe A of A portion of the net proceeds of the Offer will be used to settle the Share Preference Redemption Loan. The dividends on the shares preference are treated as interest for accounting purposes. 4 The Listing. on effect into come will which FSP the to respect with million R4.7 of deduction tax related the and R16.6m of charge 2 IFRS the reflects adjustment This On 1 January 2017 The to adjustment on the relates disposal profit of as the if investment this in disposal Vuna, had taken place on 1 Januaryhad a carrying2016. Vuna value of R7. The which to joint adjustment of is the venture relates from of the included reversal profit share in the of audited the results Company for the year ended 31 December 2016, as if the sale of Vuna to the Listing A which total will estimated be cost settled and of in out capital relation of raised. R33.4 a It million is is combination estimated expected of that to existing 85% be reserves incurred The above taxation has been calculated at the SA corporate tax rate of 28%. appropriate Where audited Annual Financial Statements, were consolidated in a ratio of 1:6, resulting in the weighted average number of ordinary shares for in the the purposes consolidated weighted of in average calculating a number basic ratio of and audited of ordinary headline Annual 1:6, shares earningsFinancial resulting Statements, were to 141 reducing per 540 share 333. The impact of number the of reduced on ordinary basic shares EPS is the to basic increase 14.35 EPS cents from per published ordinary in share the audited ordinary per cents 9.44 from EPS headline the increase to is EPS headline on shares ordinary of number reduced the of impact The share. ordinary per cents 86.11 to Statements, Financial Annual This adjustment is of a continuing nature. published in the audited Annual Financial Statements, to 56.62 cents per ordinary share. share adjustment This cancelled. and back bought were MIT to relating shares 000 500 3 February2017, 17 on Further, shares. treasury as treated be will which FSP, the to relating issued be will shares is not of a continuing nature. Party of Third Debt, for the year ended 31 December 2016. This adjustment is a continuing nature. This adjustment the reflects on effect the expense interest saving for the year ended 31 December 2016. The capital share to relating interest is preference not tax deductible. This adjustment is of a continuing nature. This adjustment is of a continuing nature. as treasury shares. FSP will be issued at Listing and treated to products its of 100% sell will Vuna Transaction, Vuna the of result a As million. R13,450 of venture joint from profit of share a recorded and 2016 December 31 until Vuna in investment to products its of 60% circa sold Vuna Historically basis. plus cost a on 2016. The Company would have an recorded additional revenue of R98 million relating to the additional volumes purchased from would Vuna; have incurred an gross additional incremental the cost on of incurred be sales would million of R9.6 of R64m charge tax additional An million. R34 of profit gross additional an recorded have would and purchased; volume additional this to relating at a rate of 28%. profit 1 January from 2017. This adjustment is not of a continuing nature. was sold for R45 million with effect to VFG had taken place on 1 January 2016. expected are which costs Listing total the of 15% estimated the to relates adjustment This raised. equity the against charged are result a as and shares new of issuance the to relate costs these of to be expensed the Income Statement. This expense is not deductible for tax purposes. adjustment of a continuing natur R’000 average number of ordinary shares Weighted in issue (‘000) (cents) per share Earnings Basic Headline Notes: 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12)

187 – – – 21 6 370 1 233 After After 16 030 25 264 74 389 33 545 46 629 217 3 217 808 312 079 634 137 687 132 006 180 805 541 513 359 346 104 224 291 758 282 750 (68 402) 1 139 514 1 139 1 1 1 947 826 1 pro forma pro adjustments – – – – – – – – – – – – – – – – (8) – (5 016) (33 443) costs Listing (33 443) (33 443) (28 427) (33 443) (33 443)

– – – – – – – – – – – – – – – (7) 23 155 23 155 23 155 23 155 23 155 23 155 48 155 48 155 23 155 70 000 (21 845) (25 000) (25 000) the Vuna Vuna the Impact of transaction – – – – – – – – – – – – – – – – – (6) –

buyback (218 657) (218 (218 657) (218 (218 657) (218 (218 657) (218 (218 657) (218 657) the share the share Impact of

– – – – – – – – – – – – – – – – – (5) – share share (368 409) (368 409) (368 409) (506 244) (506 244) (506 244) Preference Preference settlement

– – – – – – – – – – – – – – – – – – 44 (3) & (4) 809 7 809 744 159 583 159 159 583 159 159 583 809 744 1 1 1 capital raise capital raise Impact of the – 849 (1) & (2) 6 370 1 233 4 389 16 030 21 845 25 264 33 545 46 629 Before Before 781 911 781 911 517 404 517 137 687 655 091 368 409 132 116 541 513 359 346 104 224 291 758 282 750 154 404 1 873 270 1 091 359 Consolidated Statement of Financial Position Non-controlling interests Non-controlling equity Total Preference share capital and share premium capital and share share Preference Other reserves Retained earnings/(loss) of the the owners to Equity attributable company EQUITY AND LIABILITIES EQUITY Capital and reserves premium capital and share Ordinary shares Tax assets Tax assets current Total assets Total Pro forma Pro R’000 ASSETS assets Non-current plant, equipment and vehicles Property, Intangible assets Goodwill Investments in joint ventures Investments in associates investments Available-for-sale Financial derivative assets parties Loans to related tax asset Deferred assets non-current Total assets Current Inventories and other receivables Trade Financial asset Cash and bank balances

188 – – – 665 9 1 551 8 342 After After 273.13 478.65 25 556 31 209 13 733 82 450 21 121 17 843 380 415 2 119 613 133 410 291 568 350 090 730 505 1 947 826 pro forma pro adjustments – – – – – – – – – – – – – – – (8) – – – costs Listing (33 443)

– – – – – – – – – – – – – – – (7) – – – 23 155 23 155 the Vuna Vuna the Impact of transaction – – – – – – – – – – – – – – (6) – – –

(3 500) buyback (218 657) (218 the share the share Impact of

– – – – – – – – – – – – – (5) share share (2 431) (2 431) (135 404) (135 835) (137 (135 404) (506 244) Preference Preference settlement

– – – – – – – – – – – (3) & (4) 87 516 809 744 (54 664) (42 871) (42 871) (252 304) (306 968) (349 839) capital raise capital raise Impact of the

(2) (1) & (2) 38.03 1 551 8 342 2 431 365.55 54 664 31 209 13 733 82 450 21 121 52 536 17 843 Before Before 141 540 371 917 133 410 135 404 822 787 291 568 395 392 1 218 179 179 1 218 1 873 270 Total number of ordinary shares in issue at number of ordinary shares Total (‘000) year-end (cents) per share NAV (cents) per share TNAV R’000 liabilities Non-current Long-term borrowings interest-bearing parties related Loans from liabilities Employee related grant income Deferred Financial liabilities tax liabilities Deferred for dividends Shareholders liabilities non-current Total liabilities Current and other payables Trade Financial liability Short-term borrowings interest-bearing Short-term grant income deferred Provisions liabilities Tax Short-term for dividends shareholders liabilities current Total liabilities Total equity and liabilities Total

189 ordinary 151 005 151 and the Employee Staff Trust and 3 and 500 the Employee Trust Staff II

financial information. pro forma pro ordinary shares of no par value will be issued (assuming an offer price at the mid-point of the Offer Price range), of which 4 which of range), Price Offer the of mid-point the at price offer an (assuming issued be will value par no of shares ordinary 91 666 667 666 91 billion. 16 financial effects are assumed to have occurred on 31 December 2016 for statement of financial position purposes. assumed to have occurred are financial effects pro forma pro shares will be issued relating to the FSP, which will be treated as treasury shares. which will be treated to the FSP, will be issued relating shares the Listing. Preference the of settlement the reflects adjustment This Loan. Redemption Share Preference the settle to used be will Offer the of proceeds net the of portion A Loan. Redemption Share Preference of the Listing. Redemption Loan out of the net proceeds Share which used were to settle notional related vendor funding. Of the 15 099 147 11 599 repurchased, shares 148 treasury were with shares to respect MIT trust. the of beneficiaries respective the to distributed and in vested simultaneously were agreements repurchase the under rights trusts’ share staff three the of All MIT. to relating shares were 000 This adjustment is not of a continuing nature. extended also Company earnings.The retained to taken being million R23 of disposal on gain a in resulting account, loan on R45 million of value a at of disposed was Vuna in investment the 2017 section a as classified is transaction This 2016. to VFG January as investment of if in R25 this a Vuna million. transaction loan This had to the into of adjustment been Vuna 1 financial on the reflects entered effect 31 disposal December of the Company’s on place taken had this if as Transaction Vuna the of liabilities tax and balances bank and cash earnings, retained on impact the and 2016, This adjustment is of a continuing nature. no tax effects. are there Act and as a result 45 disposal in terms of the Income Tax Income the to expensed be to expected are cost listing total the of 15% estimated an and raised equity the against charged are result a as and shares new of issuance the to relate costs these of Statement. This expense is not deductible for tax purposes. Extracted without adjustment from the audited consolidated financial information of the Company for the year ended 31 December 2016 as set out in Annexure 1, except for the weighted average weighted the for except 1, Annexure in out set as 2016 December 31 ended year the for Company the informationof financial consolidated audited the from adjustment without Extracted On 17 February 2017, the 849 242 000 shares in issue were consolidated in a ratio of 1:6, resulting in the weighted average number of ordinary shares for the purposes of calculating and NAV R1. raise to assumed is Offer The A portion of the net proceeds of the Offer will be used to settle Third Party Debt. This adjustment reflects the settlement of the Third Party Debt and Shareholder Loans out of the net proceeds of the of establishment the by settled were dividends, for shareholder associated the with together and, redeemed were shares preference the 2017 February 17 on Restructure, Capital the of terms In In terms of the Capital Restructure, 15 099 147 ordinary shares were repurchased from the three staff trusts at an estimated cost of R218,657 million, after taking into account 2 271 673 shares January 1 On sheet. balance Company’s the in million R22 of value carry a had investment Vuna the 2016 December 31 at As VFG. to Vuna in share 49.9% its sold Company the 2017 January 1 On to the Listing A which total will estimated be cost settled and of in out capital relation of R33.4 raised. a million It is combination expected of estimated to that existing 85% be reserves incurred The above no other post balance sheet events that need adjustment to the are There number of ordinary shares in issue which has been stated after the share consolidation set out in (2) below. in issue which has been stated after the share number of ordinary shares to 141 540 333. reducing per share TNAV 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) Notes: ( ( ( ( ( ( ( ( ( (

190 ANNEXURE 4

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The definitions and interpretation found on page 14 of this Pre-listing Statement shall not apply to this Annexure 4. “The Directors Sea Harvest Group Limited 1st Floor, Block C, The Boulevard Searle Street Woodstock Cape Town, Western Cape, 7925

Dear Sirs/Mesdames

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION INCLUDED IN THE PRE-LISTING STATEMENT

We have completed our assurance engagement to report on the compilation of pro forma financial information of Sea Harvest Group Limited by the directors. The pro forma financial information, as set out in Annexure 3 of the Pre-listing Statement (“Pre-listing Statement”), to be dated on or about 6 March 2017, consists of the Pro Forma Statement of Comprehensive Income, Pro Forma Statement of Financial Position and related notes. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (“JSE”) Listings Requirements. The pro forma financial information has been compiled by the directors to illustrate the impact of the corporate action or event, described in the Pre-listing Statement, on the Company’s financial position as at 31 December 2016, and the Company’s financial performance for the period then ended, as if the corporate action or event had taken place at 1 January 2016, being the commencement date of the financial period for the purposes of the statement of comprehensive income and at 31 December 2016, being the last day of the financial period for the purposes of the statement of financial position. As part of this process, information about the company’s financial position and financial performance has been extracted by the directors from the Company’s audited financial results for the year ended 31 December 2016.

Directors’ responsibility for the Pro Forma Financial Information The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexure 3 of the Pre-listing Statement.

Quality control The firm applies International Standard on Quality Control 1 and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Independence and other ethical requirements We have complied with the independence and other ethical requirements of the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code), which is consistent with Parts A and B of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, and is founded on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Reporting accountants’ responsibility Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International

191 Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. As the purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction at 31 December 2016 would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether: • The related pro forma adjustments give appropriate effect to those criteria; and • The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. Our procedures selected depend on our judgement, having regard to our understanding of the nature of the Company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 3 of the Pre‑listing Statement.

Deloitte & Touche Registered Auditor Per: LP Cotten Partner 27 February 2017 1st Floor The Square Cape Quarter 27 Somerset Road Greenpoint 8005 Western Cape”

192 ANNEXURE 5

NORMALISED PRO FORMA STATEMENT OF FINANCIAL POSITION AND STATEMENT OF COMPREHENSIVE INCOME

The normalised pro forma consolidated statement of comprehensive income and the normalised pro forma consolidated statement of financial position have been prepared to show the financial effects of the excessive foreign exchange losses as set out below. The normalised pro forma financial effects are calculated for the 12 months ended 31 December 2016 for the purposes of the consolidated statement of comprehensive income and as at 31 December 2016 for the purposes of the consolidated statement of financial position. These normalised pro forma financial effects are prepared for illustrative purposes only, to provide information about how the excessive foreign exchange losses might have affected the financial information presented by the Group and, because of their normalised pro forma nature, may not give a fair reflection on the Group’s financial position, changes in equity, results of operations or cash flows after the transaction. The directors of the Group are responsible for the preparation of the normalised pro forma financial information. The normalised pro forma financial information has been prepared using accounting policies that are consistent with IFRS and with the basis on which the historical financial information has been prepared in terms of the accounting policies adopted by the Group as at 31 December 2016. The independent reporting accountants’ assurance report on the abovementioned normalised pro forma financial effects is included as Annexure 6 to this Pre-listing Statement.

Normalised Pro forma Consolidated Statement of Comprehensive Income After Normalised pro forma Forex pro forma R’000 adjustments(1) implications(2) effects Revenue 2 030 147 – 2 030 147 Cost of sales (1 390 742) – (1 390 742) Gross profit 639 405 – 639 405 Other operating income 31 607 – 31 607 Operating expenses (407 005) – (407 005) Hedge gains/(losses) (54 527) 25 781 (28 746) Operating profit 209 481 25 781 235 262 Share of profit from joint venture/associates (171) – (171) Profit on sale of joint venture 37 140 – 37 140 Fair value gains realised from disposal of associate 39 640 – 39 640 Profit before finance costs and taxation 286 090 25 781 311 871 Investment income 2 075 – 2 075 Finance costs (3 316) – (3 316) Net profit before taxation 284 849 25 781 310 630 Taxation (55 916) (7 219) (63 135) Profit for the year 228 933 18 562 247 495 Other comprehensive income Items that will not be subsequently reclassified to profit and loss: Exchange differences on foreign operations – – – Income tax relating to items that will not be subsequently reclassified to profit and loss – – – – – –

193 After Normalised pro forma Forex pro forma R’000 adjustments(1) implications(2) effects Items that may subsequently be reclassified to profit and loss: Net fair value gain on hedging instruments entered into for cash flow hedge 134 491 – 134 491 Exchange differences on foreign operations (44 361) – (44 361) Income tax relating to items that may subsequently be reclassified to profit and loss (39 763) – (39 763) 50 367 – 50 367 Other comprehensive income/(loss) 50 367 – 50 367 Total comprehensive income for the year 279 300 18 562 297 862 Profit for the year attributable to: Owners of the company 219 295 18 562 237 857 Non-controlling interest 9 638 – 9 638 228 933 18 562 247 495 Total comprehensive income/(loss) for the year attributable to: Owners of the company 284 089 18 562 302 620 Non-controlling interest (4 758) – (4 758) 279 331 18 562 297 862 Headline earnings calculation: Net profit attributable to equity holders of the parent 219 295 18 562 237 857 (Gain)/Loss on disposal of property, plant and equipment (2 992) – (2 992) (Gain)/Loss on disposal of Investment in associate (37 140) – (37 140) Fair value gain on remeasurement of former associate (39 640) – (39 640) Tax effects of the transactions listed above (898) – (898) Headline earnings 140 421 18 562 157 187 Weighted average number of ordinary shares in issue (‘000) 225 556 – 225 556 Earnings per share (cents) Basic 97.22 105.45 Headline 62.26 69.69

Notes: (1) Extracted without adjustment from the “After pro forma adjustments” column of the Company for the year ended 31 December 2016 as set out in Annexure 3. (2) This adjustment relates to the reversal of the excessive foreign exchange hedging losses incurred in 2016. In 2016 the business was 80% hedged against the Euro and 57% hedged against the AUD, to protect bank covenants. A new strategy has been agreed whereby 50% of foreign currency exposure will be hedged. This adjustment relates to the hedge loss incurred in excess of the 50% hedge level. This adjustment is not of a continuing nature. (3) The above normalisation financial effects are assumed to have occurred on 1 January 2016 for statement of comprehensive income purposes. (4) Where appropriate taxation has been calculated at the SA corporate tax rate of 28%.

194 Normalised Pro forma Consolidated Statement of Financial Position Normalised After pro forma Forex pro forma R’000 adjustments(1) implications(2) effects ASSETS Non-current assets Property, plant, equipment and vehicles 541 513 – 541 513 Intangible assets 359 346 – 359 346 Goodwill 104 224 – 104 224 Investments in joint ventures – – – Investments in associates – – – Available-for-sale investments 25 264 – 25 264 Financial derivative assets 1 233 – 1 233 Loans to related parties 74 389 – 74 389 Deferred tax asset 33 545 – 33 545 Total non-current assets 1 139 514 – 1 139 514 Current assets Inventories 291 758 – 291 758 Trade and other receivables 282 750 – 282 750 Financial asset 46 629 – 46 629 Cash and bank balances 180 805 25 781 206 586 Tax assets 6 370 – 6 370 Total current assets 808 312 25 781 834 093 Total assets 1 947 826 25 781 1 973 607 EQUITY AND LIABILITIES Capital and reserves Ordinary shares capital and share premium 1 132 006 – 1 132 006 Preference share capital and share premium – – – Other reserves 16 030 – 16 030 Retained earnings/(loss) (68 402) 18 562 (49 840) Equity attributable to the owners of the company 1 079 634 18 562 1 098 196 Non-controlling interests 137 687 – 137 687 Total equity 1 217 321 18 562 1 235 883 Non-current liabilities Long-term interest-bearing borrowings 119 613 – 119 613 Loans from related parties – – – Employee related liabilities 31 209 – 31 209 Deferred grant income 13 733 – 13 733 Financial liabilities 82 450 – 82 450 Deferred tax liabilities 133 410 – 133 410 Shareholders for dividends – – – Total non-current liabilities 380 415 – 380 415

195 Normalised After pro forma Forex pro forma R’000 adjustments(1) implications(2) effects Current liabilities Trade and other payables 291 568 – 291 568 Financial liability 21 121 – 21 121 Short-term interest-bearing borrowings 9 665 – 9 665 Short-term deferred grant income 1 551 – 1 551 Provisions 17 843 – 17 843 Tax liabilities 8 342 7 219 15 561 Short-term shareholders for dividends – – – Total current liabilities 350 090 7 219 357 309 Total liabilities 730 505 7 219 737 724 Total equity and liabilities 1 947 826 25 781 1 973 606 Total number of ordinary shares in issue at year-end (‘000) 225 556 – 225 556 NAV per share (cents) 478.65 486.88 TNAV per share (cents) 273.13 281.36

Notes: (1) Extracted without adjustment from the “After pro forma adjustments” column of the Company for the year ended 31 December 2016 as set out in Annexure 3. (2) This adjustment reflects the balance sheet effect of the reversal of the excessive foreign exchange loss incurred and expensed in 2016. The reversal of the excessive foreign exchange loss would result in an increase in retained earnings, an increase in tax liabilities due to the reversal of a tax deductible expense, and an increase in cash and bank balances. (3) The above normalisation financial effects are assumed to have occurred on 31 December 2016 for statement of financial position purposes. (4) Where appropriate, taxation has been calculated at the SA corporate tax rate of 28%.

196 ANNEXURE 6

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE NORMALISED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The definitions and interpretation found on page 14 of this Pre-listing Statement shall not apply to this Annexure 6.

“The Directors Sea Harvest Group Limited 1st Floor, Block C, The Boulevard Searle Street Woodstock Cape Town, Western Cape, 7925

Dear Sirs/Mesdames

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF NORMALISED PRO FORMA FINANCIAL INFORMATION INCLUDED IN THE PRE-LISTING STATEMENT We have completed our assurance engagement to report on the compilation of normalised pro forma financial information of Sea Harvest Group Limited by the directors. The normalised pro forma financial information, as set out in Annexure 5 of the Pre-listing Statement (“Pre-listing Statement”), to be dated on or about 6 March 2017, consists of the normalised Pro Forma Statement of Comprehensive Income, normalised Pro Forma Statement of Financial Position and related notes. The normalised pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (“JSE”) Listings Requirements. The normalised pro forma financial information has been compiled by the directors to illustrate the impact of the excessive foreign exchange losses, described in the Pre-listing Statement, on the company’s financial position as at 31 December 2016, and the company’s financial performance for the period then ended, as if the corporate action or event had taken place at 1 January 2016, being the commencement date of the financial period for the purposes of the statement of comprehensive income and at 31 December 2016, being the last day of the financial period for the purposes of the statement of financial position. As part of this process, information about the company’s financial position and financial performance has been extracted by the directors from the company’s audited financial results for the year ended 31 December 2016. Directors’ Responsibility for the Pro Forma Financial Information The directors are responsible for compiling the normalised pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexure 5 of the Pre-listing Statement. Quality control The firm applies International Standard on Quality Control 1 and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Independence and other ethical requirements We have complied with the independence and other ethical requirements of the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code), which is consistent with Parts A and B of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, and is founded on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. Reporting Accountants’ Responsibility Our responsibility is to express an opinion about whether the normalised pro forma financial information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International

197 Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. As the purpose of normalised pro forma financial information included in a prospectus is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction at 31 December 2016 would have been as presented. A reasonable assurance engagement to report on whether the normalised pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the normalised pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether: • The related pro forma adjustments give appropriate effect to those criteria; and • The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. Our procedures selected depend on our judgement, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the normalised pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the normalised pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 5 of the Pre-listing Statement.

Deloitte & Touche Registered Auditor Per: LP Cotten Partner 27 February 2017 1st Floor The Square Cape Quarter 27 Somerset Road Greenpoint 8005 Western Cape”

198 ANNEXURE 7 Directors Mohamed Iqbal Khan Joao Paulo McAlpine De Freitas Muhammad Brey Felix Ratheb Konrad Geldenhuys Felix Ratheb Konrad Geldenhuys Mohamed Iqbal Khan Mary-Lou Harry Calvin Brown Terrence Tiloshani Moodley Joao Paulo McAlpine De Freitas Felix Ratheb Robertson Frederick Peter Hutchinson David Lock James Clement Mark Pitts Felix Ratheb Robertson Frederick Muhammad Brey (alternate) David Lock James Clement Principal business Holding of the Group’s international operations Holding of the Group’s agency and retail businesses Holding of the Group’s South African fishing operations Agri-business Agri-business Effective date of becoming a subsidiary 15 August 2013 15 August 2013 9 December 2008 27 July 2016 27 July 2016 nternational) nternational) Percentage held, directly or indirectly 100% (directly) 100% (directly) 100% (directly) 55.9% through (indirectly, Sea Harvest I 55.9% through (indirectly, Sea Harvest I

ordinary of A$0.01 each ordinary shares ordinary shares ordinary shares ordinary shares Issued ordinary share capital 100 with a par value of R1 each 100 with a par value of R1 each 100 with a par value of R1 each 134 847 698 shares 100 of A$1 each Date and place of incorporation 23 July 2012 South Africa 13 June 2012 South Africa 15 October 2008 South Africa June 1987 Australia May 2015 Australia DETAILS OF SUBSIDIARIES AND THEIR DIRECTORS DETAILS Name and registration number of subsidiary Sea Harvest International Proprietary Limited (2012/130812/07) Cape Harvest Foods Proprietary Limited (2012/102234/07) Sea Harvest Corporation Proprietary Limited (2008/024147/07) Limited Mareterram (ACN 009 248 720) Fisheries Mareterram Proprietary Limited

199 Directors David Lock James Clement David Lock James Clement Felix Ratheb Konrad Geldenhuys David Lock George Karasaridis Gerrit Nortje Principal business Agri-business Agri-business Dormant listed on the Australian Stock Exchange. is Effective date of becoming a subsidiary 27 July 2016 27 July 2016 30 April 2015 nternational) nternational) Percentage held, directly or indirectly 55.9% through (indirectly, Sea Harvest I 55.9% (indirectly, Sea through Harvest I 100% of of of ordinary shares ordinary shares ordinary shares Issued ordinary share capital 100 A$1 each 100 A$1 each 100 A$1 each Date and place of incorporation July 2015 Australia February 2016 Australia 13 April 2015 Australia mentioned subsidiaries are listed on the JSE or any other stock exchange, save for Mareterram which listed on the JSE or any other stock exchange, save for Mareterram mentioned subsidiaries are - None of the above Name and registration number of subsidiary Trading Mareterram Proprietary Limited Proprietary Nor-West Limited Cape Haddie Australia Proprietary Limited (dormant) Note:

200 ANNEXURE 8

SUMMARIES OF EXTRACTS FROM THE COMPANY’S MOI AND THE MOI’S OF THE COMPANY’S SUBSIDIARIES

1. THE COMPANY 1.1 Powers and capacity of the Company The Company has all the legal powers and capacity of an individual, in terms of section 19(1) (b) of the Companies Act except to the extent that: (i) a juristic person is incapable of exercising any such power, or having any such capacity; or (ii) the MOI provides otherwise.

1.2 Amendments to the MOI Without limiting or detracting from any other provision in the Companies Act providing for the amendment of the MOI: (i) the board of the Company must, while the shares of the Company remain admitted to the list maintained by the JSE, and prior to submitting any amendments for approval by the shareholders of the Company, submit any proposed amendments to the MOI to the JSE for approval in accordance with the Listings Requirements; (ii) any provision of the MOI may be amended by a special resolution of shareholders of the Company in terms of section 16(1)(c) of the Companies Act. If any proposed amendment to the MOI relates to the variation of any preferences, rights, limitations and/or other terms attaching to any class of securities other than the Ordinary Shares of the Company, such amendment must be approved by a special resolution of the holders of securities in that class at a separate meeting of such holders of securities. In such instances, no resolution of the Ordinary Shareholders of the Company shall be proposed at a meeting or passed unless a special resolution of the holders of the securities in such class have passed a special resolution approving the relevant amendment to the MOI. It shall not be competent for the preferences, rights, limitations or other terms of any class of securities to be varied, nor shall it be competent for any resolution to be proposed to shareholders of the Company, for rights to include such variation in response to any ascertainable externals fact or facts as provided for in section 37(6) and (7) of the Companies Act.

1.3 The making of rules Save in respect of the board charters, provided that the board charters and any amendments in respect thereof shall not conflict in any way with the Listings Requirements, the board of the Company may not make, amend or repeal any rules for the Company as contemplated in section 15(3) to (5) of the Companies Act.

1.4 Authorised securities and allotment and issue 1.4.1 The classes of shares of the Company, and the number of shares of each class that the Company is authorised to issue is as follows: 1.4.2 10 000 000 000 Ordinary Shares.

1.5 Rights attaching to securities 1.5.1 Each Ordinary Share has the following rights: 1.5.1.1 the right to be entered in the securities register of the Company; 1.5.1.2 the right to attend, participate in, speak at and vote on any matter to be decided by the Shareholders of the Company, in person or by proxy, and to 1 (one) vote in the case of a vote by means of a poll; 1.5.1.3 the right to participate proportionally in any distribution made by the Company and which is not made to the holders of another class of Shares in accordance with the preference and rights of such class of Shares (and except for the payment in lieu of a capitalisation share as contemplated in section 47(1)(c) and any consideration payable by the Company for any of its own Shares or for any shares of another company within the same group as contemplated in paragraph a(iii)(aa) and a(iii)(bb) of the definition of “distribution” in the Companies Act);

201 1.5.1.4 the irrevocable right to vote on any proposal to amend the preferences, rights, limitations and other terms of the Ordinary Shares; 1.5.1.5 the right to receive a portion of the net assets of the Company upon its liquidation, calculated by multiplying the net assets in question by a fraction determined by dividing the number one by the total number of Ordinary Shares and A preference shares issued as at the applicable time of the distribution of such net assets; and 1.5.1.6 any other rights attaching to the Ordinary Shares in terms of the Companies Act or any other law. 1.6 Issue of shares and variation of rights 1.6.1 The Company is authorised to issue: 1.6.1.1 10 000 000 000 (ten billion) Ordinary Shares, of the same class, each of which ranks pari passu (which shall have the meaning ascribed thereto in paragraph 3.29 of the Listings Requirements or any amendments or substitute paragraph in the Listings Requirements) in respect of all rights and entitles the Ordinary Shareholder to: 1.6.1.1.1 attend, participate in, speak at and vote on any matter to be decided by the Shareholders of the Company, in person or by proxy, and to 1 (one) vote in the case of a vote by means of a poll; 1.6.1.1.2 participate proportionally in any distribution made by the Company and which is not made to the holders of another class of Shares in accordance with the preference and rights of such class of Shares (and except for the payment in lieu of a capitalisation share as contemplated in section 47(1)(c) and any consideration payable by the Company for any of its own Shares or for any shares of another company within the same group as contemplated in paragraph a(iii) (aa) and a(iii)(bb) of the definition of “distribution” in the Companies Act); 1.6.1.1.3 receive proportionally the net assets of the Company upon its liquidation; and 1.6.1.1.4 any other rights attaching to the Ordinary Shares in terms of the Act or any other law; and 1.6.1.2 such number of each of such further classes of Shares, if any, as are set out in Schedule 1 to the MOI subject to the preferences, rights, limitations and other terms associated with each such class set out in the schedules hereto. 1.6.2 The Board shall not have the power to: 1.6.2.1 create any class of Shares; 1.6.2.2 increase or decrease the number of authorised Shares of any class of the Company’s Shares; 1.6.2.3 consolidate and reduce the number of the Company’s issued and authorised Shares of any class; 1.6.2.4 subdivide its Shares of any class by increasing the number of its issued and authorised Shares of that class without an increase of its capital; 1.6.2.5 convert one class of Shares into one or more other classes, save where a right of conversion attaches to the class of Shares created; 1.6.2.6 reclassify any classified Shares that have been authorised but not issued; 1.6.2.7 classify any unclassified Shares that have been authorised but not issued; and 1.6.2.8 vary any preference rights, limitations or other terms attaching to any class of shares; and such powers shall only be capable of being exercised by the Shareholders by way of a Special Resolution adopted by the Shareholders and (to the extent required) an amendment to the MOI.

202 1.6.3 The Company has the power, subject to the authority of a Special Resolution as contemplated in clause 6.2 of the MOI to subdivide its Shares of any class. Such subdivision may be effected through a mere splitting of, and consequential increase in, the authorised and issued Shares of the relevant class, and without an issue of new shares and an increase of its capital. 1.6.4 Each Share issued by the Company has associated with it an irrevocable right of the Shareholder to vote on any proposal to amend the preferences, rights, limitations and other terms associated with that Share. The variation of any preferences, rights, limitations and other terms associated with any class of Shares as set out in the MOI may be enacted only by an amendment of the MOI by Special Resolution of the Ordinary Shareholders. If any amendment of the MOI relates to the variation of any preferences, rights, limitation or any other terms attaching to any other class of Shares already in issue, that amendment must not be implemented without a Special Resolution adopted by the holders of Shares of that class at a separate meeting. In such instances, the holders of such Shares will be allowed to vote at the combined general meeting of all Shareholders, subject to clause 22.2 of the MOI. No resolution of Shareholders in respect of such amendment shall be proposed or passed, unless a Special Resolution of the holders of the Shares of that class approve the amendment. 1.6.5 The authorisation and classification of Shares, the creation of any class of Shares, the conversion of one class of Shares into one or more other classes, the consolidation of Securities, the sub-division of Securities, the change of the name of the Company, the increase of the number of authorised Securities, and the variation of any preferences, rights, limitations and other terms associated with each class of Shares as set out in the MOI may be changed only by an amendment of the MOI by Special Resolution of the Shareholders and in accordance with the Listings Requirements, to the extent required, save if such an amendment is ordered by a court in terms of sections 16(1)(a) and 16(4) of the Companies Act. 1.6.6 No Shares may be authorised in respect of which the preferences, rights, limitations or any other terms of any class of Shares may be varied and no such resolution may be proposed to Shareholders for rights to include such variation in response to any objectively ascertainable external fact or facts as provided for in sections 37(6) and 37(7) of the Companies Act. 1.6.7 The Company may only issue Shares which are fully paid up and freely transferable and only within the classes and to the extent that those Shares have been authorised by or in terms of the MOI. 1.6.8 The Board may, subject to clauses 6.9 and 6.13 of the MOI, resolve to issue Shares of the Company, Securities convertible into Shares and/or grant options to subscribe for Shares, at any time, but only within the classes and to the extent that those Shares have been authorised by or in terms of the MOI and provided that such transaction(s) has/have been approved by the JSE and comply with the Listings Requirements. 1.6.9 Subject to clauses 6.8 and 6.14 of the MOI, the Board may not issue unissued Ordinary Shares unless such Ordinary Shares have first been offered to existing Ordinary Shareholders in proportion to their shareholding of that class of Shares (on such terms and in accordance with such procedures as the Board may determine), unless the relevant issue of Ordinary Shares: 1.6.9.1 is a Scrip Dividend; or 1.6.9.2 is a capitalisation issue in accordance with clause 14 of the MOI, on a pro rata basis; or 1.6.9.3 is for the acquisition of assets, is a vendor consideration placing related to an acquisition of assets, or is an issue for the purposes of an amalgamation or merger; or 1.6.9.4 is an issue pursuant to options or conversion rights; or 1.6.9.5 is an issue in terms of an approved share incentive scheme; or

203 1.6.9.6 is an issue of shares for cash (as contemplated in the Listings Requirements), which has been approved by the Shareholders by Ordinary Resolution, either by way of a general authority (which may be either conditional or unconditional) to issue Shares in its discretion or a specific authority in respect of any particular issue of Shares in accordance with the Listings Requirements, provided that, if such approval is in the form of a general authority to the Directors, it shall be valid only until the next annual general meeting of the Company or for 15 months from the date of the passing of the Ordinary Resolution, whichever is the earlier and it may be varied or revoked by any general meeting of the Shareholders prior to such annual general meeting; or 1.6.9.7 otherwise falls within a category in respect of which it is not, in terms of the Listings Requirements, a requirement for the relevant Ordinary Shares to be so offered to existing Shareholders; or 1.6.9.8 is otherwise undertaken in accordance with an authority approved by Ordinary Shareholders in general meeting, provided that if any entitlement to a fraction of a Share arises pursuant to such an offer, all allocations of securities will be calculated in accordance with the prevailing Listings Requirements. After the expiration of the time within which an offer may be accepted, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the Shares offered, the Directors may, subject to the aforegoing provisions, issue such Shares in such manner as they consider most beneficial to the Company. The Directors may exclude any Shareholders or category of Shareholders from an offer contemplated in clause 6.9 of the MOI if and to the extent that they consider it necessary or expedient to do so because of legal impediments or compliance with the laws or the requirements of any regulatory body of any territory, outside of South Africa, that may be applicable to the offer. 1.6.10 Alterations of share capital, authorised shares and rights attaching to a class/es of Shares, all issues of Shares for cash, and all issues of options and convertible securities granted or issued for cash must, in addition, be in accordance with the Listings Requirements. 1.6.11 All Securities of the Company for which a listing is sought on the JSE and all Securities of the same class as Securities of the Company which are listed on the JSE must, notwithstanding the provisions of section 40(5) of the Companies Act, but unless otherwise required by the Companies Act, only be issued after the Company has received the consideration approved by the Company for the issuance of such Securities. 1.6.12 Subject to sections 40(5) to 40(7) of the Companies Act, when the Company has received the consideration approved by the Board for the issuance of any Shares: 1.6.12.1 those Shares are fully paid up; and 1.6.12.2 the Company must issue those Shares and cause the name of the holder to be entered onto the Company’s Securities Register in accordance with sections 49 to 56 of the Companies Act. 1.6.13 Notwithstanding anything to the contrary contained in the MOI, any issue of Shares, Securities convertible into Shares, or rights exercisable for Shares in a transaction, or a Series of Integrated Transactions shall, if and to the extent that this may be required in terms of the provisions of section 41(3) of the Companies Act, require the approval of the Shareholders by Special Resolution if the voting power of the class of Shares that are issued or are issuable as a result of the transaction or Series of Integrated Transactions will be equal to or exceed 30% (thirty percent) of the voting power of all the Shares of that class held by Shareholders immediately before that transaction or Series of Integrated Transactions. 1.6.14 Except to the extent that any such right is specifically included as one of the rights, preferences or other terms upon which any class of Shares is issued or as may otherwise be provided in this Memorandum of Incorporation (as is set out in clause 6.9 of the MOI), no Shareholder shall have any pre-emptive or other similar preferential right to be offered or to subscribe for any additional Shares issued by the Company.

204 1.6.15 As regards the issue of Shares or Securities convertible into Shares, including options in respect thereof: 1.6.15.1 that require the approval of a Special Resolution as contemplated in sections 41(1) and (3) of the Companies Act or as contemplated in the Listings Requirements, the Directors shall not have the power to allot or issue same without the prior approval of a Special Resolution; 1.6.15.2 that require the approval of an Ordinary Resolution in terms of the Companies Act or the Listings Requirements, the Directors shall not have the power to allot or issue same, without the prior approval of an Ordinary Resolution; and 1.6.15.3 other than as contemplated in clauses 6.15.1 and 6.15.2 of the MOI, the Directors shall have the power to allot or issue same, without any Shareholder approval, provided that the JSE has granted the requisite consent to the listing of such Securities and such issue is made subject to the Listings Requirements, where applicable.

1.7 Shareholders’ meetings 1.7.1 All shareholders’ meetings that are called for in terms of the Listings Requirements must be convened by the board of the Company (and such shareholders’ meeting shall be held in person) for purposes of the shareholders considering and, if deemed fit, approving the shareholders’ resolutions required to be passed in terms of the Listings Requirements (and such shareholders’ resolutions may not be submitted to shareholders as a round-robin resolution in terms of section 60 of the Companies Act). 1.7.2 Every resolution of shareholders is either: (i) an ordinary resolution (i.e. a resolution with the support of more than 50% of the voting rights exercised on that resolution); or (ii) a special resolution required in terms of the MOI and/or section 65(9) of the Companies Act and/or the Listings Requirements (i.e. a resolution with the support of at least 75% of the votes cast by all equity securities holders present in person, or represented by proxy, at the general meeting/annual general meeting convened to approve such resolution). Voting 1.7.3 At a meeting of shareholders, voting may either be by show of hands or by polling, provided that if the notice convening a shareholders’ meeting requires a particular motion to be voted on by polling, it shall not be competent for voting on such motion to be conducted by show of hands. Quorum 1.7.4 A quorum for a shareholders meeting to begin shall be at least 3 shareholders. In addition, a shareholders’ meeting may not begin until sufficient shareholders are present or represented at the meeting to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting. A matter to be decided at the meeting may not begin to be considered unless sufficient shareholders are present or represented at the meeting to exercise, in aggregate at least 25% of all the voting rights that are entitled to be exercised on that matter at the time the matter is called on the agenda.

1.8 Election of directors and alternate directors and vacancies 1.8.1 In addition to the minimum number of directors, if any, that the Company must have to satisfy any requirements in terms of the Companies Act, to appoint an audit committee and social and ethics committee, the board of the Company shall comprise not less than four directors of which two must be executive directors. 1.8.2 The ordinary shareholders shall be entitled at a general meeting to elect all of the directors (and their alternates) for the time being and from time to time, by a separate ordinary resolution with respect to each such director and each alternate, provided that if the Ordinary Shareholders do not elect an alternate with respect to any director, the board of the Company shall be entitled to appoint such alternate(s) provided further that such alternate is not a person previously proposed to the ordinary shareholders as an alternate or as a director but who was not elected by the ordinary shareholders when put to the vote.

205 1.8.3 The directors of the Company shall have power to: (i) appoint any person as a director to fill a casual vacancy (being a vacancy on the board of the Company which does not amount to the number of directors being less than the minimum number of directors prescribed in terms of the MOI); or (ii) appoint a person as an addition to the board of the Company (as contemplated in section 66(4)(a)(i) of the Companies Act, provided that such appointment must be confirmed by the shareholders at the next annual general meeting. Any person appointed to fill a casual vacancy shall retain office only until the next following annual general meeting and shall then retire and be eligible for re-election at that annual general meeting. 1.8.4 If the number of directors falls below the minimum provided above, the remaining directors must as soon as possible and in any event not later than three months from the date that the number of directors falls below the minimum fill the vacancies or call a general meeting for the purpose of filling the vacancies. The failure by the Company to have the minimum number of directors during the three month period does not limit or negate the authority of the board of the Company or invalidate anything done by the board or the Company. After the expiry of the three month period the remaining directors shall only be permitted to act for the purpose of filling vacancies or calling general meetings of shareholders.

1.9 Directors’ terms of office 1.9.1 Life directorships and directorships for an indefinite period shall not be permitted. 1.9.2 The directors may appoint a person or persons to be the managing director, CEO or joint managing directors/CEOs of the Company and any acting managing director or CEO. The directors may also determine the period of office of such appointee and may, subject to any contract between him or them and the Company, from time to time terminate his or their appointment and appoint another or others in his or their place or places. 1.9.3 A managing director, CEO or the holder of any other executive office in the Company may be appointed by contract for a period as determined by the board, or any other authorised committee of the board, provided that the managing director’s or CEO’s contract may be terminated upon reasonable notice. Subject to the terms of his contract such person shall be subject to the same provisions as to removal as the other directors, and if he ceases to hold the office of director (which shall include that such director retires by rotation and is not re-elected at any annual general meeting) from any cause he shall ipso facto cease to be managing director or CEO. The managing director or CEO shall be eligible for re- appointment at the expiry of any period of appointment.

1.10 Directors’ rotation/retirement 1.10.1 At each annual general meeting one-third of the non-executive directors (not being alternate directors), or if their number is not a multiple of three then the number nearest to but not less than one-third, shall retire from office. 1.10.2 The non-executive directors so to retire at each annual general meeting shall firstly be those retiring who have been appointed to fill a vacancy on the board or appointed as an addition to the board as contemplated in section 66(4)(a)(i) of the Companies Act, and thereafter the board shall determine which directors shall retire at each annual general meeting.

1.11 Remuneration of directors and alternate directors and members of board committees The Company shall not be obliged or entitled or required to pay any remuneration to a director for their services as directors (which shall exclude salaries of executive directors) except such remuneration as has been approved by and in terms of a special resolution of the ordinary shareholders adopted within the period of 2 (two) years immediately before the date of any proposed payment of any such remuneration, in compliance with section 66(9) of the Companies Act.

1.12 General powers and duties of directors 1.12.1 The business and affairs of the Company shall be managed by or under the direction of the board of the Company, which has the authority to exercise all the powers and perform any of the functions of the Company, except to the extent that the Companies Act or the MOI provides otherwise.

206 1.12.2 The board of the Company may, from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. 1.12.3 The Directors shall procure, but only insofar as by the exercise of voting and other rights or powers of control exercisable by the Company they can so procure that the borrowings of any subsidiary of the Company from time to time shall not exceed the amount authorised by the Company.

1.13 Personal financial interests of directors Subject to compliance by a director, with respect to any relevant personal financial interest, with the provisions of section 75(5) and (6) of the Companies Act, that director shall not be liable (in the absence of any agreement to the contrary) to account to the Company for any profit or other benefit arising out of or in connection with any decision, transaction or agreement in which that director or a person related or inter-related to that director has a personal financial interest.

1.14 Distributions 1.14.1 The Company and/or the directors of the Company, as the case may be, shall not declare or make a distribution except a distribution in compliance with section 46 of the Companies Act, and the Listings Requirements, as applicable, and in accordance with the rights of shareholders to or in respect of distributions as set out in the MOI. 1.14.2 In respect of distributions to securities holders holding securities listed on the securities exchange operated by the JSE, payments to such securities holders must be provided for in accordance with the Listings Requirements to the extent applicable and must not provide that capital shall be repaid on the basis that it may be called up again. 1.14.3 The board of the Company, may at any time authorise and/or declare a distribution (which for the avoidance of doubt shall include a dividend), subject to compliance with section 46 of the Companies Act. 1.14.4 Distributions shall be declared payable or distributable to shareholders registered as such on the record date with respect to such payment or distribution. 1.14.5 Distributions payable in monetary form, shall be declared in the currency of the Republic of South Africa. The board of the Company may, in its discretion and on such terms and conditions as it may determine, authorise the payment of any distribution to a non-resident shareholder in any foreign currency requested by the non-resident shareholder, at the cost, expense and risk of the non-resident shareholder in question. 1.14.6 Any distribution declared may be paid and satisfied either wholly or in part by the distribution of specific assets, and in particular of paid-up shares or securities of any other company, or in cash or in one or more of such ways (which shall include granting ordinary shareholders a right of election between receiving any distribution in cash or in the form of the distribution of specific assets), subject to the provisions of the Companies Act, as the board of the Company or the ordinary shareholders may at the time of authorising the distribution determine and direct. 1.14.7 In the case where several persons are registered as the joint holders of any shares, any one of such persons may give to the Company effective receipts for all or any distributions and payments on account of distributions in respect of such shares. Every payment of a distribution made by electronic funds transfer shall be made at the risk of the shareholders. 1.14.8 Distributions unclaimed for a period of not less than three years from the date on which such distributions became payable by the Company may be declared forfeit by the Company for the benefit of the Company.

2. SEA HARVEST INTERNATIONAL PROPRIETARY LIMITED 2.1 Powers and capacity of Sea Harvest International Sea Harvest International has all the legal powers and capacity of an individual, in terms of section 19(1)(b) of the Companies Act except to the extent that: (i) a juristic person is incapable of exercising any such power, or having any such capacity; or (ii) the MOI provides otherwise.

207 2.2 Amendments to the MOI The MOI of Sea Harvest International may be altered or amended in the manner set out in sections 16, 17 or 152(6)(b) of the Companies Act.

2.3 The making of rules The authority of the board of directors of Sea Harvest International to make rules for Sea Harvest International, as contemplated in section 15(3) to (5), is not limited or restricted in any manner by the MOI of Sea Harvest International.

2.4 Authorised securities and allotment and issue The authorised share capital of Sea Harvest International consists of 1 000 ordinary shares with no par value.

2.5 Rights attaching to securities The rights attaching to the ordinary shares of Sea Harvest International are as follows: 2.5.1 the right for the owner thereof to be entered in the securities register of Sea Harvest International; 2.5.2 the right to attend and speak at any meeting of shareholders; 2.5.3 the right to exercise one vote on any matter to be decided upon by the shareholders; 2.5.4 the right to receive a portion of any distribution, if and when declared; 2.5.5 irrevocable right to vote on any proposal to amend the preferences, rights, limitations and other terms associated with the ordinary shares; and 2.5.6 the right to receive a portion of the net assets of Sea Harvest International upon its liquidation.

2.6 Authority to issue securities 2.6.1 The board of directors of Sea Harvest International may, if so authorised by way of special resolution of the shareholders of Sea Harvest International: 2.6.1.1 authorise Sea Harvest International to issue secured or unsecured debt instruments, as set out in section 43(2); and 2.6.1.2 grant special privileges associated with any debt instruments to be issued by Sea Harvest International, as set out in section 43(3), and, save as set out above, the authority of the board of directors of Sea Harvest International in such regard is not limited or restricted by this MOI of Sea Harvest International, provided only that the board of directors of Sea Harvest International is not empowered to offer, or to authorise Sea Harvest International to offer, or to approve the transfer of, any debt instruments of Sea Harvest International to the public. 2.6.2 The board of directors of Sea Harvest International shall not, save to the extent authorised by the shareholders of Sea Harvest International by means of ordinary resolution, have the power or authority to: 2.6.2.1 approve the issuing of any authorised Shares as capitalisation shares; or 2.6.2.2 to issue shares of one class as capitalisation shares in respect of shares of another class; or 2.6.2.3 to resolve to permit shareholders of Sea Harvest International to elect to receive a cash payment in lieu of a capitalisation share, as set out in section 47. 2.7 Shareholders’ meetings 2.7.1 For an ordinary resolution to be approved, such resolution must be supported by more than 50% of the voting rights exercised on the resolution.

208 2.7.2 For a special resolution to be approved such resolution must be supported by at least 75% of the voting rights exercised on the resolution. Quorum 2.7.3 A shareholders’ meeting may not begin until sufficient registered shareholders are present or represented at the meeting to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting. 2.7.4 A matter to be decided at the meeting may not begin to be considered unless sufficient registered shareholders are present or represented at the meeting to exercise, in aggregate at least 25% of all the voting rights that are entitled to be exercised on that matter at the time the matter is called on the agenda. Should Sea Harvest International have more than two registered shareholders then a shareholders’ meeting may not begin, or a matter begin to be debated, unless at least three registered shareholders are present or represented at the meeting and the requirements above are satisfied. Voting 2.7.5 At a meeting of shareholders, voting may either be by show of hands or by polling, provided that if the notice convening a shareholders’ meeting requires a particular motion to be voted on by polling, it shall not be competent for voting on such motion to be conducted by show of hands.

2.8 Composition of Board In addition to the minimum number of directors, if any, that Sea Harvest International must have to satisfy any requirements in terms of the Companies Act, to appoint an audit committee and social and ethics committee, the board shall comprise not less than one Director. The directors shall be elected by the shareholders of Sea Harvest International.

2.9 Remuneration of directors and alternate directors and members of board committees The MOI of Sea Harvest International does not limit the authority of Sea Harvest International to: 2.9.1 pay remuneration of the directors of Sea Harvest International, in accordance with a special resolution approved by the shareholders of Sea Harvest International within the previous two years, as set out in section 66(9) and (10); 2.9.2 advance expenses to a director, or indemnify a director, in respect of the defence of legal proceedings, as set out in section 78(3) of the Companies Act; 2.9.3 indemnify a director in respect of liability, as set out in section 78(5) of the Companies Act; or 2.9.4 purchase insurance to protect Sea Harvest International, or a director, as set out in section 78(6) of the Companies Act.

2.10 General powers and duties of directors The business and affairs of Sea Harvest International shall be managed by or under the direction of the Sea Harvest International’s board of directors, which has the authority to exercise all the powers and perform any of the functions of Sea Harvest International, except to the extent that the Companies Act or this MOI provides otherwise.

2.11 Personal financial interests of directors Subject to compliance by a director, with respect to any relevant personal financial interest, with the provisions of section 75(5) and (6) of the Companies Act, that director shall not be liable (in the absence of any agreement to the contrary) to account to Sea Harvest Corporation for any profit or other benefit arising out of or in connection with any decision, transaction or agreement in which that director or a person related or inter-related to that director has a personal financial interest.

209 2.12 Distributions 2.12.1 The board of Sea Harvest International may, by ordinary resolution, at any time authorise and/or declare a distribution (which for the avoidance of doubt shall include a dividend), subject to compliance with section 46 of the Companies Act, to be paid to the shareholders of any class in proportion to the number of shares held by them in that class. 2.12.2 Distributions shall be declared payable or distributable to shareholders registered as such on the record date with respect to such payment or distribution. 2.12.3 Any distribution declared may be paid and satisfied either wholly or in part by the distribution of specific assets, and in particular of paid-up shares or securities of any other company, or in cash or in one or more of such ways (which shall include granting ordinary shareholders a right of election between receiving any distribution in cash or in the form of the distribution of specific assets), subject to the provisions of the Companies Act, as the board of Sea Harvest International or the ordinary shareholders may at the time of authorising the distribution determine and direct. 2.12.4 In the case where several persons are registered as the joint holders of any shares, any one of such persons may give to Sea Harvest International effective receipts for all or any distributions and payments on account of distributions in respect of such shares. Every payment of a distribution made by electronic funds transfer shall be made at the risk of the shareholders. 2.12.5 Distributions unclaimed for a period of not less than five years from the date on which such distributions became payable by Sea Harvest International may be declared forfeit by Sea Harvest International for the benefit of Sea Harvest International.

3. CAPE HARVEST FOODS PROPRIETARY LIMITED 3.1 Powers and capacity of Cape Harvest Cape Harvest has all the legal powers and capacity of an individual, in terms of section 19(1) (b) of the Companies Act except to the extent that: (i) a juristic person is incapable of exercising any such power, or having any such capacity; or (ii) the MOI provides otherwise.

3.2 Amendments to the MOI The MOI of Cape Harvest may be altered or amended in the manner set out in sections 16, 17 or 152(6)(b) of the Companies Act.

3.3 The making of rules The authority of the board of directors of Cape Harvest to make rules for Cape Harvest, as contemplated in section 15(3) to (5), is not limited or restricted in any manner by the MOI of Cape Harvest.

3.4 Authorised securities and allotment and issue The authorised share capital of Cape Harvest consists of 1 000 ordinary shares with no par value.

3.5 Rights attaching to securities The rights attaching to the ordinary shares of Cape Harvest are as follows: 3.5.1 the right for the owner thereof to be entered in the securities register of Cape Harvest; 3.5.2 the right to attend and speak at any meeting of shareholders; 3.5.3 the right to exercise one vote on any matter to be decided upon by the shareholders; 3.5.4 the right to receive a portion of any distribution, if and when declared; 3.5.5 irrevocable right to vote on any proposal to amend the preferences, rights, limitations and other terms associated with the ordinary shares; and 3.5.6 the right to receive a portion of the net assets of Cape Harvest upon its liquidation.

210 3.6 Authority to issue securities 3.6.1 The board of directors of Cape Harvest may, if so authorised by way of special resolution of the shareholders of Cape Harvest: 3.6.1.1 authorise Cape Harvest to issue secured or unsecured debt instruments, as set out in section 43(2); and 3.6.1.2 grant special privileges associated with any debt instruments to be issued by Cape Harvest, as set out in section 43(3), and, save as set out above, the authority of the board of directors of Cape Harvest in such regard is not limited or restricted by this MOI of Cape Harvest, provided only that the board of directors of Cape Harvest is not empowered to offer, or to authorise Cape Harvest to offer, or to approve the transfer of, any debt instruments of Cape Harvest to the public. 3.6.2 The board of directors of Cape Harvest shall not, save to the extent authorised by the shareholders of Cape Harvest by means of ordinary resolution, have the power or authority to: 3.6.2.1 approve the issuing of any authorised Shares as capitalisation shares; or 3.6.2.2 to issue shares of one class as capitalisation shares in respect of shares of another class; or 3.6.2.3 to resolve to permit shareholders of Cape Harvest to elect to receive a cash payment in lieu of a capitalisation share, as set out in section 47. 3.7 Shareholders meetings 3.7.1 For an ordinary resolution to be approved, such resolution must be supported by more than 50% of the voting rights exercised on the resolution. 3.7.2 For a special resolution to be approved such resolution must be supported by at least 75% of the voting rights exercised on the resolution. Quorum 3.7.3 A shareholders’ meeting may not begin until sufficient registered shareholders are present or represented at the meeting to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting. 3.7.4 A matter to be decided at the meeting may not begin to be considered unless sufficient registered shareholders are present or represented at the meeting to exercise, in aggregate at least 25% of all the voting rights that are entitled to be exercised on that matter at the time the matter is called on the agenda. Should Cape Harvest have more than two registered shareholders then a shareholders’ meeting may not begin, or a matter begin to be debated, unless at least three registered shareholders are present or represented at the meeting and the requirements above are satisfied. Voting 3.7.5 At a meeting of shareholders, voting may either be by show of hands or by polling, provided that if the notice convening a shareholders’ meeting requires a particular motion to be voted on by polling, it shall not be competent for voting on such motion to be conducted by show of hands.

3.8 Composition of Board In addition to the minimum number of directors, if any, that Cape Harvest must have to satisfy any requirements in terms of the Companies Act, to appoint an audit committee and social and ethics committee, the board shall comprise not less than one Director. The directors shall be elected by the shareholders of Cape Harvest.

211 3.9 Remuneration of directors and alternate directors and members of board committees The MOI of Cape Harvest does not limit the authority of Cape Harvest to: 3.9.1 pay remuneration of the directors of Cape Harvest, in accordance with a special resolution approved by the shareholders of Cape Harvest within the previous two years, as set out in section 66(9) and (10); 3.9.2 advance expenses to a director, or indemnify a director, in respect of the defence of legal proceedings, as set out in section 78(3) of the Companies Act; 3.9.3 indemnify a director in respect of liability, as set out in section 78(5) of the Companies Act; or 3.9.4 purchase insurance to protect Cape Harvest, or a director, as set out in section 78(6) of the Companies Act. 3.10 General powers and duties of directors The business and affairs of Cape Harvest shall be managed by or under the direction of the Cape Harvest’s board, which has the authority to exercise all the powers and perform any of the functions of Cape Harvest, except to the extent that the Companies Act or this MOI provides otherwise.

3.11 Personal financial interests of directors Subject to compliance by a director, with respect to any relevant personal financial interest, with the provisions of section 75(5) and (6) of the Companies Act, that director shall not be liable (in the absence of any agreement to the contrary) to account to Cape Harvest for any profit or other benefit arising out of or in connection with any decision, transaction or agreement in which that director or a person related or inter-related to that director has a personal financial interest.

3.12 Distributions 3.12.1 The board of Cape Harvest may, by ordinary resolution, at any time authorise and/or declare a distribution (which for the avoidance of doubt shall include a dividend), subject to compliance with section 46 of the Companies Act, to be paid to the shareholders of any class in proportion to the number of shares held by them in that class. 3.12.2 Distributions shall be declared payable or distributable to shareholders registered as such on the record date with respect to such payment or distribution. 3.12.3 Any distribution declared may be paid and satisfied either wholly or in part by the distribution of specific assets, and in particular of paid-up shares or securities of any other company, or in cash or in one or more of such ways (which shall include granting ordinary shareholders a right of election between receiving any distribution in cash or in the form of the distribution of specific assets), subject to the provisions of the Companies Act, as the board of Cape Harvest or the ordinary shareholders may at the time of authorising the distribution determine and direct. 3.12.4 In the case where several persons are registered as the joint holders of any shares, any one of such persons may give to Cape Harvest effective receipts for all or any distributions and payments on account of distributions in respect of such shares. Every payment of a distribution made by electronic funds transfer shall be made at the risk of the shareholders. 3.12.5 Distributions unclaimed for a period of not less than five years from the date on which such distributions became payable by Cape Harvest may be declared forfeit by Cape Harvest for the benefit of Cape Harvest.

4. SEA HARVEST CORPORATION PROPRIETARY LIMITED 4.1 Powers and capacity of Sea Harvest Corporation Sea Harvest Corporation has all the legal powers and capacity of an individual, in terms of section 19(1) (b) of the Companies Act except to the extent that: (i) a juristic person is incapable of exercising any such power, or having any such capacity; or (ii) the MOI provides otherwise.

212 4.2 Amendments to the MOI Without limiting or detracting from any other provision in the Companies Act providing for the amendment of the MOI, any decision to amend the MOI of Sea Harvest Corporation the Board or any individual that is authorised by the Board, may alter the MOI in any manner to correct an error. This is done by filing the alteration as well as publishing a notice of any alteration made by delivering a copy of such amendment to each of the Shareholders. Subject to obtaining either of the aforementioned approvals, the MOI of Sea Harvest Corporation may only be altered or amended in the manner set out in section 16 (other than section 16(1)(b)), 16 or 152(6)(b) of the Companies Act. The authorisation and classification of shares, the numbers of authorised shares and the preferences, rights, limitations and other terms associated with each class of shares as set out in the MOI of Sea Harvest Corporation may only be changed by special resolution of the shareholders of Sea Harvest Corporation.

4.3 Pre-emptive rights 4.3.1 No shareholder shall have any pre-emptive or other similar preferential right to be offered or to subscribe for any additional shares issued by the company, save to the extent- 4.3.2 That any such right is specifically included as one of the rights, preferences or other terms upon which any class of shares is issued; or 4.3.3 Otherwise provided in the MOI.

4.4 The making of rules The board of directors of Sea Harvest Corporation is authorised to make, amend or repeal any necessary or incidental rules relating to the governance of Sea Harvest Corporation in respect of matters not addressed in the Companies Act or the MOI of Sea Harvest Corporation.

4.5 Authorised securities and allotment and issue The authorised share capital of Sea Harvest Corporation consists of: 4.5.1 1 000 ordinary shares with a par value of R1.00 each; and 4.5.2 1 000 class A shares (and the HM JV Share has been issued as one such share).

4.6 Rights attaching to securities The following rights attach to the ordinary shares of Sea Harvest Corporation: 4.6.1 right to be entered in the securities register of Sea Harvest Corporation; 4.6.2 right to attend and speak at meetings of shareholders; 4.6.3 right to exercise one vote by a show of hands and the number of votes determined in accordance with the voting rights associated with the securities held by that shareholder on matters to be decided by shareholders; 4.6.4 right to receive a portion of a distribution amount, if and when declared; 4.6.5 irrevocable right to vote on any proposal to amend the preferences, rights, limitations and other terms of the ordinary shares; and 4.6.6 right to receive a portion of the net assets of Sea Harvest Corporation upon its liquidation, calculated by multiplying the net assets in question by a fraction determined by dividing the number one by the total number of ordinary shares and A preference shares issued as at the applicable time of the distribution of such net assets.

4.7 Authority to issue securities 4.7.1 The board of Sea Harvest Corporation may, subject to the approval of all the shareholders, resolve to issue shares at any time, but only within the classes and to the extent that those shares have been authorised by or in terms of the MOI of Sea Harvest Corporation.

213 4.7.2 Sea Harvest Corporation’s board may issue authorised shares only: 4.7.2.1 for adequate consideration to Sea Harvest Corporation as determined by the board (subject to and in terms of section 40 of the Companies Act); or 4.7.2.2 in terms of conversion rights associated with previously issued shares; or 4.7.2.3 as capitalisation shares as contemplated in section 47 of the Companies Act.

4.8 Shareholders’ meetings 4.8.1 All shareholders’ meetings that are called for in terms of the Listings Requirements must be convened by the board of Sea Harvest Corporation (and such shareholders’ meeting shall be held in person) for purposes of the shareholders considering and, if deemed fit, approving the shareholders’ resolutions required to be passed in terms of the Companies Act. 4.8.2 The board of Sea Harvest Corporation shall convene a yearly meeting of its shareholders once in a calendar year, but no more than 15 months after the date of the previous yearly meeting, provided that such yearly meeting shall be capable of being held by electronic communication in accordance with the provisions of the MOI of Sea Harvest Corporation. 4.8.3 Every resolution of shareholders is either: (i) an ordinary resolution (i.e. a resolution with the support more than 50% of the voting rights exercised on that resolution); or (ii) a special resolution required in terms of the MOI and/or section 65(9) of the Companies Act and/or the Listings Requirements (i.e. a resolution with the support of at least 75% of the votes cast by all equity securities holders present in person, or represented by proxy, at the general meeting/annual general meeting convened to approve such resolution). Voting 4.8.4 At a meeting of shareholders, voting may either be by show of hands or by polling, provided that if the notice convening a shareholders’ meeting requires a particular motion to be voted on by polling, it shall not be competent for voting on such motion to be conducted by show of hands. Quorum 4.8.5 A quorum for a shareholders meeting to begin or for a matter to be considered shall be 100%.

4.9 Election of directors and alternate directors and vacancies 4.9.1 In any election of a director, the election must be done as a series of votes, each of which is on the candidacy of a single individual to fill a single vacancy in the Company. 4.9.2 When voting, each vote can only be exercised once and the vacancy is filled only if a majority of the votes exercised support this candidate. The directors of Sea Harvest Corporation shall have power to: (i) appoint any person as a director to fill a casual vacancy (being a vacancy on the board of Sea Harvest Corporation which does not amount to the number of directors being less than the minimum number of directors prescribed in terms of the MOI); or (ii) appoint a person as an addition to the board of Sea Harvest Corporation (as contemplated in section 66(4)(a)(i) of the Companies Act. Any person appointed to fill a casual vacancy shall retain office for such period as determined by the directors of Sea Harvest Corporation.

4.10 Directors’ terms of office 4.10.1 Each director shall serve for an indefinite term. 4.10.2 The chairperson of Sea Harvest shall be the chairperson of Sea Harvest Corporation. 4.10.3 The directors may appoint a person or persons to be the managing director of Sea Harvest Corporation and any acting managing director. The directors may also determine the period of office of such appointee and may, subject to any contract between him or them and Sea Harvest Corporation, from time to time terminate his or their appointment and appoint another or others in his or their place or places, provided that the period of office shall not be longer than five years at any one time.

214 4.10.4 Subject to the provisions of any contract between any person appointed as managing director and Sea Harvest Corporation, a managing director shall be subject to the same provisions as to disqualification and removal as the other directors of the Sea Harvest Corporation.

4.11 Directors’ rotation/retirement Each director shall be appointed indefinitely.

4.12 Remuneration of directors and alternate directors and members of board committees Sea Harvest Corporation shall not be obliged or entitled or required to pay any remuneration to a director for their services as directors (which shall exclude salaries of executive directors) except such remuneration as has been approved by and in terms of a special resolution of the ordinary shareholders adopted within the period of 2 (two) years immediately before the date of any proposed payment of any such remuneration, in compliance with section 66(9) of the Companies Act.

4.13 General powers and duties of directors 4.13.1 The business and affairs of Sea Harvest Corporation shall be managed by or under the direction of the board of Sea Harvest Corporation, which has the authority to exercise all the powers and perform any of the functions of Sea Harvest Corporation, except to the extent that the Companies Act or the MOI provides otherwise. The board may delegate any of its powers or function to any 1 (one) or more individuals or committees. 4.13.2 The board of Sea Harvest Corporation may, from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of Sea Harvest Corporation. 4.13.3 Powers shall not be limited or restricted by any special power given to the Board by the MOI. 4.13.4 No Resolution passed at a Shareholders Meeting shall invalidate any prior act of the Board which would have been valid if that resolution had not been passed.

4.14 Personal financial interests of directors Subject to compliance by a director, with respect to any relevant personal financial interest, with the provisions of section 75(5) and (6) of the Companies Act, that director shall not be liable (in the absence of any agreement to the contrary) to account to Sea Harvest Corporation for any profit or other benefit arising out of or in connection with any decision, transaction or agreement in which that director or a person related or inter-related to that director has a personal financial interest.

4.15 Distributions 4.15.1 The Company may make a proposed distribution, subject to compliance with section 46 of the Companies Act, to be paid to the shareholders of any class in proportion to the number of shares held by them in that class. 4.15.2 Must be authorised by a resolution of the Board and must be pursuant to an existing legal obligation of the Company. 4.15.3 Distributions shall be declared payable or distributable to shareholders registered as such on the record date with respect to such payment or distribution. 4.15.4 Shall bear no interest against the Company, except otherwise provided under the conditions of issue of the shares in respect of which such distribution is payable. 4.15.5 Any distribution declared may be paid and satisfied either wholly or in part by the distribution of specific assets, and in particular of paid-up shares or securities of any other company, or in cash or in one or more of such ways (which shall include granting ordinary shareholders a right of election between receiving any distribution in cash or in the form of the distribution of specific assets), subject to the provisions of the Companies Act, as the board of Sea Harvest Corporation or the ordinary shareholders may at the time of authorising the distribution determine and direct.

215 4.15.6 In the case where several persons are registered as the joint holders of any shares, any one of such persons may give to Sea Harvest Corporation effective receipts for all or any distributions and payments on account of distributions in respect of such shares. 4.15.7 Distributions unclaimed may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed, provided that they are unclaimed for a period of 5 (five) years from the date on which they were declared, upon a determination to that effect by the Directors, become property of the Company. Directors may rescind such determination as they see fit.

216 ANNEXURE 9

DETAILS OF IMMOVABLE PROPERTY OWNED OR LEASED BY THE GROUP

1. Group company which holds the asset Sea Harvest Corporation Proprietary Limited Nature of interest Lease Situation and area of the property Lots 28, 29, 105, 36, 33, 37, 95, 106, 109, 109A, 108, 110, 114, 115, 42, 116 and 34 (collectively measuring 47 576m2) situated at Saldanha Bay Harbour within the Municipality of Saldanha Bay within the West Coast District Council, Western Cape, South Africa Rental payable R42 505.64 (escalation of 10% compounded annually) Tenure of the property 1 October 2010 to 31 August 2020

2. Group company which holds the asset Sea Harvest Corporation Proprietary Limited Nature of interest Lease Situation and area of the property Lots 30, 31, 32, 35 and 38A situated at Saldanha Bay Harbour within the Municipality of Saldanha Bay within the West Coast District Council, Western Cape, South Africa Rental payable R7 855.80 (escalation of 10% compounded annually) Tenure of the property Month to month

3. Group company which holds the asset Sea Harvest Corporation Proprietary Limited Nature of interest Lease Situation and area of the property Corporate offices measuring approx. 1 353m2 situated at 1st Floor Block C, The Boulevard Office Park, Searle Street, Woodstock, Cape Town, South Africa Rental payable R248 726.18 (escalation of 8% compounded annually) Tenure of the property 1 July 2010 to 30 June 2020, with the option to renew for a further period of five years

4. Group company which holds the asset Mareterram Limited Nature of interest Lease Situation and area of the property Lots A, B, C, M, N, A1, B1 and C1 situated in Small Boat Harbour, Carnarvon, Western Australia Rental payable A$60 146 per annum (escalating by CPI on annual basis) A$16 582 per annum (escalation linked to increase in swing mooring annual fee prescribed by legislation) Tenure of the property 1 November 2008 until 31 July 2020, with the option to renew for a further five years

217 5. Group company which holds the asset Mareterram Limited Nature of interest Lease Situation and area of the property Lot E situated in Small Boat Harbour, Carnarvon, Western Australia Rental payable A$37 481 per annum (escalating by CPI on annual basis) A$8 290 per annum (escalation linked to increase in swing mooring annual fee prescribed by legislation) Tenure of the property 1 September 2013 until 31 August 2017, with the option to renew for a further four years

218 0 Finance for debts repayable within 12 months N/A NNEXURE 1 A Conversion/ redemption rights None Terms and conditions of payment/ renewal payable Interest quarterly in and arrears outstanding balance on 31 or before 2019. March Security by Secured guarantees and indemnities, various mortgage bonds over immovable property and vessels, the pledge and cession of certain shares and claims as well as intellectual property, special and general notarial bonds. Mar Maturity 31 2019 Interest rate 3 month JIBAR plus 2.1% 000 000 Amount R197 31 DECEMBER 2016 Origination Discharge of existing term loan and shareholder loans, distributions to and shareholders general corporate purposes Description Revolving facility credit Loan owing by Sea Harvest Corporation THIRD PARTY LOANS AND BORROWINGS AS AT LOANS AND BORROWINGS AS AT THIRD PARTY Loan owing to Standard Bank

THIRD PARTY, INTRA-GROUP, DIRECTOR AND EMPLOYEE LOANS BORROWINGS INTRA-GROUP, THIRD PARTY, 1.

219 Finance for debts repayable within 12 months N/A Conversion/ redemption rights None Terms and conditions of payment/ renewal Amortising quarterly in to arrears 2019 31 March Security by Secured guarantees and indemnities, various mortgage bonds over immovable property and vessels, the pledge and cession of certain shares and claims as well as intellectual property, special and general notarial bonds. Mar Maturity 31 2019 Interest rate 3 month JIBAR plus 1.8% Amount R70 975 000 Origination Discharge of existing term loan and shareholder loans, distributions to and shareholders general corporate purposes Description Senior amortising facility Loan owing by Sea Harvest Corporation Loan owing to Standard Bank

220 Finance for debts repayable within 12 months N/A N/A N/A Conversion/ redemption rights None None None Terms and conditions of payment/ renewal Amortising quarterly in to arrears 2019 31 March On demand in Capital repaid full on Maturity Date and interest payable monthly in arrears Security by Secured guarantees and indemnities, various mortgage bonds over immovable property and vessels, the pledge and cession of certain shares and claims as well as intellectual property, special and general notarial bonds. N/A by Secured assets subject to the relevant instalment sale agreement Mar Maturity 31 2019 N/A Between 31 Aug 2018 and 30 Sep 2019 Interest rate 3 month JIBAR plus 2% Prime less 1% 9.5% Amount R27 200 000 Rnil R1 262 316

Origination Discharge of existing term loan and shareholder loans, distributions to and shareholders general corporate purposes General corporate purposes plant, Property, equipment and vehicle acquisitions Description Senior amortising facility General banking facility Various instalment sale agreements Loan owing by Sea Harvest Corporation Sea Harvest Corporation Sea Harvest Corporation Loan owing to Standard Bank Standard Bank Wesbank, a division of FirstRand Bank Limited

221 Finance for debts repayable within 12 months N/A be To repaid with cash generated from operations Conversion/ redemption rights None None Terms and conditions of payment/ renewal only for Interest initial two year period from commencement date and thereafter principal and will be interest amortised. Repaid quarterly on expires maturity date and thereafter reviewed annually on 31 Oct Security by a Secured general security arrangement Personal the on Property Securities Register over all the assets of Mareterram Unsecured Maturity Dec 2030 11 Dec 2017 Interest rate 100% floating BBSY plus customer margin of 2.38% 100% floating at the lender indicated rate plus customer margin of 2.38% plus purchase charge rate of 0.45% on facility limit Amount R120 000 R8 993 000 Origination Acquisition finance capital Working funding Description Loan facility Loan facility Loan owing by Mareterram Mareterram Loan owing to National Australian Bank National Australian Bank

222 2. INTRA-GROUP LOANS AS AT THE LAST PRACTICABLE DATE Loan owing to Loan owing by Amount Interest rate Maturity Company Sea Harvest R266 770 072 Interest-free On demand International Company Sea Harvest R100 246 620 Interest-free On demand Corporation Company Cape Harvest R10 720 000 Interest-free On demand

3. SHAREHOLDERS’ LOANS AS AT THE LAST PRACTICABLE DATE Loan owing to Loan owing by Amount Interest rate Maturity Brimco – Shareholder Loan Company R54 663 972 Interest-free Repayable from the proceeds of the Offer Brimco – B Preference Share Company R295 134 985 NACM 15.2% Repayable from the Redemption Loan proceeds of the Offer Brimco – C Preference Share Company R220 404 004 NACM 22.9% Repayable from the Redemption Loan proceeds of the Offer Management Loans Company R152 603 776 Interest-free Repayable from the proceeds of the Offer

223

Name of the Disposing Entity’s shareholder The Company Price paid and date of acquisition if within preceding three years N/A R107 million ANNEXURE 11 Address of acquiring party c/o the Company Name of the Disposing Entity’s shareholder N/A N/A Details regarding valuation N/A Loans incurred to finance acquisition N/A C Preference Shares Price paid in respect of goodwill N/A R104 million Consideration received in securities N/A Price paid in securities Nil Nil Consideration received in cash R45 million (on loan account) Price paid in cash R55 million, being the fair market value in terms of the IPO R203 million, being the fair market value in terms of the public offer

FG Acquiring Entity V (of which Brimco owns 85% and MIT I, II collectively Trust and the Staff 15%) owns the remaining Disposing entity were Shares on the acquired open market in terms of its IPO on the ASX were Shares on the acquired open market in terms of a public offer Date transferred into name of Sea Harvest Group December 2015 27 July 2016 Date of disposal 1 January 2017 ACQUISITIONS Nature of interest acquired Mareterram Mareterram DISPOSALS Nature of interest disposed of 49.19% in shareholding Vuna

MATERIAL ACQUISITIONS AND DISPOSALS MATERIAL This section outlines material acquisitions and disposal by the Company its Subsidiaries. 1. 2.

224 ANNEXURE 12

OTHER DIRECTORSHIPS

This section sets out the details of the companies and partnerships of which the directors of the Company, the directors of its major subsidiaries and senior management have been directors or partners at any time in the previous five years preceding the Last Practicable Date: Frederick Robertson Current Designation African Peoples Investment Company Proprietary Limited Director African Monarch 710 Investments Proprietary Limited Director AON Re Africa Proprietary Limited Non-executive director Brimstone Investment Corporation Limited Executive chairman Brimco Proprietary Limited Director Brimstone Properties Proprietary Limited Director Brimstone Management Company Proprietary Limited Director Brimstone MTHA UK SPV Limited Director Business Ventures Investments No 805 Proprietary Limited Director Business Ventures Investments No 871 Proprietary Limited Director Business Ventures Investments No 933 Proprietary Limited Director Brim Tiger SPV Proprietary Limited Director Brimsure Proprietary Limited Director Cape Monarch Investments Proprietary Limited Director Crimson Sunset Properties Bantry Bay Proprietary Limited Director Commlife Holdings Proprietary Limited Non-executive Chairman Community Life Insurance Co Limited Director Cape Capital Investment & Finance Co Limited Director Finishing Touch Trading 338 Proprietary Limited Director Gemini Moon Trading 324 Proprietary Limited Director H Investments No 237 Proprietary Limited Director H Investments No 114 Proprietary Limited Director H Investments 219 Proprietary Limited Director Hot Platinum Proprietary Limited Non-executive chairman House of Monatic Proprietary Limited Non-executive chairman Lobedu Investment Proprietary Limited Director Lion of Africa Holdings Company Proprietary Limited Non-executive chairman Lion of Africa Insurance Company Limited Non-executive chairman Lion of Africa Life Assurance Company Limited Non-executive chairman Lion of Africa Fund Managers Proprietary Limited Director Lion of Africa Capital Proprietary Limited Director Lion of Africa Administration Services Proprietary Limited Director Mareterram Limited Non-executive director Marketing Demand 422 Proprietary Limited Director Martitrim Proprietary Limited Director My Domain Proprietary Limited Director My Domain Rentals Proprietary Limited Director Novus Holdings Limited Non-executive chairman National Pride Trading 407 Proprietary Limited Director Old Mutual Emerging Markets Limited Non-executive director Remgro Limited Non-executive director Robatsi Genesis Inv No 26 Proprietary Limited Director Sea Harvest Group Limited Non-executive chairman Sea Harvest Corporation Proprietary Limited Non-executive chairman Septen Investments Proprietary Limited Director Swish Property Eight Proprietary Limited Non-executive director Swiss Re Life and Health Africa Limited Non-executive chairman Zibiset Proprietary Limited Director

225 Previous Associated Automotive Distributors Proprietary Limited Director Swish Property Seven Proprietary Limited Director Felix Ratheb Current Designation Cape Haddie Australia Proprietary Limited (dormant) Director Cape Harvest Foods Proprietary Limited Director Desert Diamond Fishing Company Proprietary Limited Non-executive director Mareterram Limited Non-executive director SeaVuna Fishing Company Proprietary Limited Non-executive director Sea Harvest Corporation Proprietary Limited Director Sea Harvest Group Limited Director Sea Harvest International Proprietary Limited Director Vuna Fishing Company Proprietary Limited Non-executive director Friedshelf 1747 Proprietary Limited (to be renamed Non-executive director Vuna Fishing Group Proprietary Limited) Previous None John Paul De Freitas Current Designation Desert Diamond Fishing Company Proprietary Limited Alternate director Sea Harvest Corporation Proprietary Limited Director Sea Harvest International Proprietary Limited Director Sea Harvest Group Limited Director Previous Bupa Wellness Group Limited (UK) Director Bupa Occupational Health Limited (UK) Director Bupa Health at Work Limited (UK) Director Isis Factors Proprietary Limited Director Muhammad Brey Current Designation Sea Harvest Group Limited Director Sea Harvest International Proprietary Limited Director Mareterram Limited Alternate director Luricube Proprietary Limited Director Luriflex Proprietary Limited Director Previous The Scientific Group Proprietary Limited Non-executive director Obsidian Health Proprietary Limited Non-executive director South African Enterprise Development Proprietary Limited Non-executive director Firefly Investments 306 Proprietary Limited Non-executive director Lexshell 834 Investments Mareterram Limited Non-executive director Marshall Rapiya Current Designation African Infrastructure Investment Managers Director Ford Foundation Director Housing Investment Partners Director Masisizane Section 21 Co Director Old Mutual Emerging Markets Limited Deputy chairman Old Mutual Life Assurance Company of SA Limited Deputy chairman Sea Harvest Group Limited Non-executive director Previous None

226 Wouter André Hanekom Current Designation Any New Investments Proprietary Limited Director Boland Vineyards Holdings Limited Director Boland Vineyards International Limited Director Ceres Group Proprietary Limited Director Ceres Controlling Proprietary Limited Director HPS Invest Solutions Proprietary Limited Director Macdonald’s Group Proprietary Limited Director Quantum Foods Holdings Limited Non-executive chairman Rooibos Limited Non-executive director Sea Harvest Group Limited Non-executive director Previous Zeder Investments Limited Director Zeder Financial Services Limited Director Mohamed Iqbal Khan Current Designation Brimstone Investment Corporation Limited Director Brimco Proprietary Limited Director Cricket South Africa Proprietary Limited Non-executive director Lion of Africa Insurance Company Limited Non-executive director Saltik Two Proprietary Limited Director Sea Harvest Group Limited Non-executive director Sea Harvest Corporation Proprietary Limited Non-executive director Tufumi Investments no 2 Proprietary Limited Director Vuna Fishing Company Proprietary Limited Non-executive director SeaVuna Fishing Company Proprietary Limited Non-executive director Friedshelf 1747 Proprietary Limited (to be renamed Non-executive director Vuna Fishing Group Proprietary Limited) Whole Investment Proprietary Limited Director Previous Afena Capital Proprietary Limited Director Old Mutual Investment Group Limited Director Louis Johann Penzhorn Current Designation Sea Harvest Group Limited Non-executive director SeaVuna Fishing Company Proprietary Limited Non-executive director Vuna Fishing Company Proprietary Limited Non-executive director Previous Sea Harvest Corporation Proprietary Limited Non-executive director Tiloshani Moodley Current Designation Brimstone MTHA UK SPV Limited Non-executive director Business Ventures Investments No 933 Proprietary Limited Non-executive director Firefly Investments 306 Proprietary Limited Non-executive director Imostep Proprietary Limited Non-executive director Obsidian Health Proprietary Limited Non-executive director Sea Harvest Corporation Proprietary Limited Non-executive director Sea Harvest Group Limited Non-executive director (Alternate) Friedshelf 1747 Proprietary Limited Non-executive director (to be renamed Vuna Fishing Group Proprietary Limited) Previous Afena Capital Proprietary Limited Non-executive director The Scientific Group Proprietary Limited Non-executive director

227 Konrad Geldenhuys Current Designation Cape Haddie Australia Proprietary Limited (dormant) Director Cape Harvest Foods Proprietary Limited Director Sea Harvest International Proprietary Limited Director Previous Sea Harvest Corporation Proprietary Limited Director Sea Harvest Group Limited Director Mary-Lou Harry Current Designation Sea Harvest Corporation Proprietary Limited Director Previous Sea Harvest Group Limited Director Terrence Calvin Brown Current Designation Sea Harvest Corporation Proprietary Limited Director SeaVuna Fishing Company Proprietary Limited Non-executive director Vuna Fishing Company Proprietary Limited Non-executive director Friedshelf 1747 Proprietary Limited Non-executive director (to be renamed Vuna Fishing Group Proprietary Limited) Previous Sea Harvest Group Limited Director Kobus Maritz Current Designation Vuna Fishing Company Proprietary Limited Director SeaVuna Fishing Company Proprietary Limited Director Phambili Vuna Investments 2 Proprietary Limited Director Previous None David Lock Current Designation Mareterram Fisheries Proprietary Limited Director Mareterram Trading Proprietary Limited Director Water Corporation Limited Director Western Australian Meat Industry Association Director Cape Haddie Australia Proprietary Limited (dormant) Director Previous None Gerrit Johannes Nortje Current Designation Cape Haddie Australia Proprietary Limited (dormant) Director Previous None

228 3 ANNEXURE 1 Details of any premium/ discount on the issue/ offer and details of any differentials between premiums/discounts N/A N/A N/A N/A ubsidiaries that have taken place S Value of the asset acquired or to be acquired from proceeds of the issue or offer N/A N/A N/A N/A Date of issue or offer 1 April 2014 1 September 2014 19 November 2014 19 November 2014

Issued proportionately to all securities holders? If not, explain the basis of the issue and allotment allotted for the were No. Shares establishment of an investment vehicle for management to have an economic in the Company to shares exposure allotted for the were No. Shares establishment of an investment vehicle for management to have an economic in the Company to shares exposure allotted for the were No. Shares establishment of an investment vehicle for management to have an economic in the Company to shares exposure allotted for the were No. Shares establishment of an investment vehicle in the benefits of to share for staff ownership in the Company Staff Trust Staff By whom were offers made MIT II MIT II MIT II The Price and terms of issue or offer R 3 922 267 R 976 702 R 478 035 R nil ISSUES AND REPURCHASES OF SHARES This section sets out the details of all material allotments, issues, offers and of repurchases shares by the Company and its the Last Practicable Date. years preceding in the three Issue of shares: Number of securities allotted in pursuance of any issue or offers The Company 6 023 741 1 500 000 734 157 4 258 138 Sea Harvest International None Cape Harvest None

229 Details of any premium/ discount on the issue/ offer and details of any differentials between premiums/discounts N/A N/A N/A Details of any premium/ discount on the repurchase and details of any differentials between premiums/discounts of R5.74 per share Premium of R5.74 per share Premium of R5.74 per share Premium $27 185 000 Value of the asset acquired or to be acquired from proceeds of the issue or offer N/A A N/A Date of repurchase 1 April 2014 1 April 2014 1 September 2014 Date of issue or offer 2017 1 March 18 December 2015 21 July 2016

Repurchased proportionately from all securities holders? If not, explain the basis of the repurchase done in No. Repurchase terms of a distribution reserves done in No. Repurchase terms of a distribution reserves done in No. Repurchase terms of a distribution reserves From whom were repurchases made The New Sea Harvest Re-Investment Trust MIT I MIT I Issued proportionately to all securities holders? If not, explain the basis of the issue and allotment No. Issued in terms of HM JV Agreement. to Eligible Shareholders Priority Offer and to the (Priority Offer) general public (Public Offer) Performance Rights Issue to management By whom were offers made Trust The Staff Mareterram Mareterram Price and terms of repurchase R5.75 per share R5.75 per share R5.75 per share $0.20/share, $0.20/share, $nil Price and terms of issue or offer R100.00 A minimum of 10,000 shares per subscriber to the IPO A Number of securities allotted in pursuance of any issue or offers Sea Harvest Corporation 1 HM Share Mareterram 121 250 000 4 687 500 Repurchase of shares: Number of securities repurchased The Company 175 800 11 175 000 1 500 000

230 Details of any premium/ discount on the repurchase and details of any differentials between premiums/discounts of R5.74 per share Premium N/A N/A Date of repurchase 31 October 2014 17 February 2017 17 February 2017 Repurchased proportionately from all securities holders? If not, explain the basis of the repurchase done in No. Repurchase terms of a distribution reserves done in No. Repurchase terms of the Capital as Agreements, Restructure fully explained in more 14 Annexure done in No. Repurchase terms of the Capital as Agreements, Restructure fully explained in more 14 Annexure From whom were repurchases made MIT I MIT I MIT II Price and terms of repurchase R5.75 per share R14.70 per share R14.70 per share Number of securities repurchased 225 000 3 500 000 10 322 372 Sea Harvest International None Cape Harvest None Sea Harvest Corporation None Mareterram None

231 ANNEXURE 14

MATERIAL CONTRACTS

Material contracts which have been entered into either verbally or in writing by the Company or any of its Subsidiaries, being restrictive funding arrangements and/or contracts entered into otherwise than in the ordinary course of the business carried on, or proposed to be carried on, entered into within the three years prior to the date of the Pre-listing Statement; or entered into at any time and containing an obligation or settlement that is material to the Company or any of its Subsidiaries, as the case may be, are set out below. 1. MARETERRAM ACQUISITION 1.1 In December 2015, the Company, through its wholly-owned subsidiary Sea Harvest International, subscribed for 19.9% of Mareterram when it relisted on the Australian Stock Exchange. Sea Harvest International subscribed for shares at A$0.20 per Mareterram share, settling the total acquisition cost of R55 million from cash reserves. 1.2 The Company entered into a bid implementation agreement with Mareterram on 7 April 2016 pursuant to which the Company agreed to make a conditional proportional cash offer to the holders of Mareterram Shares to acquire 1 in every 2 Mareterram Shares held by its shareholders. In June 2016, the Company, through its wholly-owned subsidiary Sea Harvest International, made a firm offer to the shareholders of Mareterram pursuant to which Sea Harvest International offered to purchase 50% of the shares in Mareterram held by its shareholders, other than Sea Harvest International, and 50% of the option to purchase shares in Mareterram held by Mr P Hutchinson. In pursuance thereof the Company entered into, among others, a preference share subscription agreement with Brimco pursuant to which Brimco subscribed for C Redeemable Preference Shares. The funding raised pursuant to the issue of the C Redeemable Preference Shares was on-lent by the Company to Sea Harvest International to enable it to pay the purchase consideration required to undertake the transaction.

2. AGREEMENTS IN RELATION TO VUNA 2.1 With effect from 1 January 2017 the Group’s relationship with Vuna was restructured as follows: 2.1.1 A new company, VFG, was established with its shareholders being the same as the Existing Shareholders of the Company before the Capital Restructure, i.e. Brimco holds 85% and the Staff Trust, MIT I and MIT II holds 15% collectively. 2.1.2 The Company sold its 49.81% shareholding in Vuna to VFG for a consideration of R45 million (“the Vuna Sale”), which was credited to a loan account between the Company and VFG (“the VFG/Company Loan”). 2.1.3 VFG entered into a 10-year call option to purchase from Phambili and Spurious their 50.12% shareholding in Vuna (“the VFG Option”). The exercise of the VFG Option will be subject to the approval of the DAFF and the competition authorities. 2.1.4 The Company entered into a 10-year call option to purchase from VFG a 100% shareholding in Vuna (“the Vuna Option”), if and when VFG has exercised the VFG Option and acquired Phambili and Spurious’ 50.12% shareholding in Vuna, at a price equal to the total price paid by VFG under the Vuna Sale and the VFG Option. The exercise of the Vuna Option will be subject to the approval of the DAFF and the competition authorities. 2.1.5 Sea Harvest Corporation extended a loan of R25 million to Vuna (“the Vuna/SHC Loan”), to enable Vuna to effect certain distributions to its shareholders. 2.1.6 The existing distribution and related agreements between SeaVuna and SHC were cancelled. 2.1.7 Vuna and SeaVuna have entered into an exclusive supply agreement (“the Vuna Exclusive Supply Agreement”) with Sea Harvest Corporation, the key features of which are as follows: 2.1.7.1 The agreement is for a period of three years, and may be extended for another three years by Sea Harvest Corporation.

232 2.1.7.2 All fish caught by SeaVuna and Vuna must be landed and processed at their Mossel Bay facilities, or landed and processed at Sea Harvest Corporation’s facilities in Saldanha, and all products produced at its facilities must be offered to Sea Harvest Corporation and may be purchased by Sea Harvest Corporation. 2.1.7.3 The price at which landed or processed fish is purchased by Sea Harvest Corporation from SeaVuna or Vuna is pre-determined on the basis of an agreed cost recovery model and an agreed profit margin. 2.2 The principal agreements that have been entered into to give effect to these arrangements, and to which the Group is party, were all entered into on or about 24 December 2016, and comprise the following: 2.2.1 The agreement in respect of the Vuna Sale; 2.2.2 The agreement in respect of the VFG/Company Loan; 2.2.3 The agreement in respect of the Vuna Option; 2.2.4 The agreement in respect of the VFG Option; 2.2.5 The agreement in respect of the Vuna/SHC Loan; and 2.2.6 The Vuna Exclusive Supply Agreement.

3. AGREEMENTS IN RELATION TO HM JOINT VENTURE 3.1 In terms of a joint venture agreement entered into between Sea Harvest Corporation and the Staff Trust on 16 February 2017, Sea Harvest Corporation and the Staff Trust formed a joint venture between them (the “HM JV”) in relation to the HM Fishing Rights held by Sea Harvest Corporation (“the HM Rights”), which also forms the basis of a B-BBEE and enterprise development initiative. 3.2 The salient features of the HM JV are as follows: 3.2.1 The HM related business activities of Sea Harvest Corporation, including the HM Rights and its interests in the Desert Diamond JV with BCP are constituted as a separate enterprise and business within Sea Harvest Corporation, and: 3.2.1.1 70% of the economic value of the HM JV will accrue to the Staff Trust; and 3.2.1.2 49% of the voting rights will reside with the Staff Trust. 3.2.2 Sea Harvest Corporation will retain full legal ownership of the HM rights and related assets (including its 10% shareholding in the Desert Diamond JV) and will allow the HM JV the use of these. 3.2.3 In order to create a mechanism for the Staff Trust to receive its proportionate share of the profits of the HM JV, Sea Harvest Corporation issued a special share in its share capital (“the HM share”) to the Staff Trust for a nominal consideration. The HM share is therefore the instrument in terms whereof the Staff Trust’s proportion of the economics of the HM JV will flow to the Staff Trust.

4. MIT I AND RELATED ARRANGEMENTS MIT I and its related arrangements are constituted principally by the following agreements: 4.1 A substituted trust deed entered into by the Company on or about 25 March 2014: In terms of this document MIT I, which was originally established by a trust deed dated 23 March 2009, continued to be established as a unitised trust via which certain executives of the Group, who formed an investment consortium, made an investment in and obtained a commercial exposure as investors to Ordinary Shares. 4.2 A subscription agreement entered into between the Company and MIT I on or about 23 March 2009: In terms of this agreement MIT I subscribed for certain Ordinary Shares. 4.3 A substituted relationship agreement entered into between the Company and MIT I on or about 25 March 2014: In terms of this agreement certain aspects of the relationship between MIT I and the Company were regulated, and the Company was granted the option to repurchase any Ordinary Shares retained by MIT I.

233 4.4 A repurchase and amendment agreement entered into between the Company and MIT I on 16 February 2017. In terms of this agreement: 4.4.1 All of the 3 500 000 Ordinary Shares then held by MIT I were dealt with as follows: 4.4.1.1 The Ordinary Shares were repurchased by the Company at a price of R14.70 per Ordinary Share and the relevant Ordinary Shares were cancelled with effect from 17 February 2017. 4.4.1.2 The repurchase price payable for the repurchased Ordinary Shares was settled by crediting it to a loan account between the Company and MIT I. Such loan account was distributed to the beneficiaries of MIT I and has by agreement between the Company and the beneficiaries been constituted as a loan which is repayable on the earlier of the date of the Listing and 31 December 2017. 4.4.2 If the Listing occurs before 31 December 2017 certain payments may be made by the Company to the beneficiaries, or by the beneficiaries to the Company, depending on the price at which Ordinary Shares were issued pursuant to the Offer. 4.4.3 Certain consequential amendments to the trust deed and relationship agreement were effected.

5. MIT II AND RELATED ARRANGEMENTS MIT II and its related arrangements are constituted principally by the following agreements: 5.1 A trust deed entered into by the Company on or about 25 March 2014: In terms of this document MIT II was established as a unitised trust in of which senior management of the Company would be beneficiaries and via which they would obtain a commercial exposure to Ordinary Shares. 5.2 A subscription agreement entered into between the Company and MIT II on or about 25 March 2014: In terms of this agreement MIT II subscribed for certain Ordinary Shares, and the Company is entitled to repurchase some of those Ordinary Shares in tranches on future dates, which repurchase arrangement constituted in commercial effect a notional funding arrangement at an implied rate of 8.25% naca. 5.3 A relationship agreement entered into between the Company and MIT II on or about 25 March 2014: In terms of this agreement certain aspects of the relationship between MIT II and the Company are regulated, and the Company is granted the option to repurchase any Ordinary Shares retained by MIT II on future dates following the repurchase of Ordinary Shares in terms of the subscription agreement. 5.4 A repurchase and amendment agreement entered into between the Company and MIT II on 16 February 2017. In terms of this agreement: 5.4.1 All the Ordinary Shares then held by MIT II, at the time constituting a 8.47% shareholding in the Company, were dealt with as follows: 5.4.1.1 Repurchased shares (75% of the original Ordinary Shares held by MIT II) 5.4.1.1.1 1 642 926 Ordinary Shares were repurchased by the Company at a total price equal to the original subscription price per Ordinary Share in order to settle the notional vendor funding relating to such shares, and the relevant Ordinary Shares were cancelled with effect from 17 February 2017; 5.4.1.1.2 8 679 446 Ordinary Shares were repurchased by the Company at a price of R14.70 per Ordinary Share and the relevant Ordinary Shares were cancelled with effect from 17 February 2017. 5.4.1.1.3 The repurchase price payable for the repurchased Ordinary Shares was settled by crediting it to a loan account between the Company and MIT II. Such loan account was distributed to the beneficiaries of MIT II and has by agreement between the Company and the beneficiaries been constituted as a loan which is repayable on the earlier of the date of the Listing and 31 December 2017.

234 5.4.1.2 Retained shares (25% of the original Ordinary Shares held by MIT II) 3 440 791 Ordinary Shares are retained by MIT II and continue to be subject to the subscription agreement and the relationship agreement, but the tranches in which they may be repurchased by the Company or may be disposed of by MIT II are reset and are as follows: 5.4.1.2.1 60% thereof (i.e. 15% of the original number) on 31 March 2019; and 5.4.1.2.2 40% thereof (i.e. 10% of the original number) on 31 March 2020. 5.4.2 If the Listing occurs before 31 December 2017 certain payments may be made by the Company to the beneficiaries of MIT II, or by the beneficiaries to the Company, depending on the price at which Ordinary Shares were issued pursuant to the Offer. 5.4.3 Certain consequential amendments to the trust deed, the subscription agreement and relationship agreement were effected.

6. THE STAFF TRUST AND RELATED ARRANGEMENTS The Staff Trust and its related arrangements are constituted principally by the following agreements: 6.1 A trust deed entered into by the Company on or about 24 November 2014: In terms of this document the Staff Trust was established as a broad-based vehicle via which employees of the Group, other than participants of MIT II would be beneficiaries and via which they would obtain a commercial exposure to Ordinary Shares. 6.2 A subscription agreement entered into between the Company and the Staff Trust on or about 17 November 2014: In terms of this agreement the Staff Trust subscribed for certain Ordinary Shares, and the Company is entitled to repurchase some of those Ordinary Shares in tranches on future dates, which repurchase arrangement constituted in commercial effect a notional funding arrangement at an implied rate of 8.25%. 6.3 A relationship agreement entered into between the Company and the Staff Trust on or about 17 November 2014: In terms of this agreement certain aspects of the relationship between the Staff Trust and the Company were regulated, and the Company is granted the option to repurchase any Ordinary Shares retained by the Staff Trust on future dates following the repurchase of Ordinary Shares in terms of the subscription agreement. 6.4 A repurchase and amendment agreement entered into between the Company and the Staff Trust on 16 February 2017. In terms of this agreement: 6.4.1 All of the Ordinary Shares then held by the Staff Trust, constituting a 4.37% shareholding in the Company, were dealt with as follows: 6.4.1.1 Repurchased shares (50% of the original Ordinary Shares held by the Staff Trust) 6.4.1.1.1 628 895 Ordinary Shares will be repurchased by the Company on the date of the Listing at a price equal to the original subscription price per Ordinary Share in order to settle the notional vendor funding applicable to the relevant Ordinary Shares, and the relevant Ordinary Shares will be cancelled; 6.4.1.1.2 2 919 553 Ordinary Shares will be repurchased by the Company on the date of the Listing at the Offer Price per Ordinary Share, and the relevant Ordinary Shares will be cancelled. 6.4.1.2 Retained shares (50% of the original Ordinary Shares held by the Staff Trust) 3 548 448 Ordinary Shares are retained by the Staff Trust and continue to be subject to the subscription agreement and the relationship agreement. 6.4.2 Certain consequential amendments to the trust deed, the subscription agreement and relationship agreement were effected.

235 7. ARRANGEMENTS IN RELATION TO PREFERENCE SHARES 7.1 In terms of an agreement between the Company and Brimco entered into on 16 February 2017: 7.1.1 the Company redeemed all the issued B Redeemable Preference Shares and C Redeemable Preference Shares, including accrued preference share dividends, all of which were held by Brimco, for an aggregate consideration of R512 677 949; 7.1.2 such consideration was credited to loan accounts between Brimco and the Company, which loan accounts: 7.1.2.1 bear interest at an after tax rate equal to the preference dividend rates that were applicable to the B Redeemable Preference Shares and C Redeemable Preference Shares, respectively; 7.1.2.2 are repayable on the earlier of the fifth day after date of the Listing and 31 December 2017; 7.1.3 the parties agreed that, if the Listing has not taken place by 31 July 2017, they shall cooperate with a view to converting the loan accounts to funding instruments with commercial terms substantially similar to those of the B Redeemable Preference Shares and C Redeemable Preference Shares. 7.2 On 17 February 2017, the shareholders of the Company adopted special resolutions to amend the authorised share capital of the Company, and the MOI of the Company, removing the B Redeemable Preference Shares and C Redeemable Preference Shares therefrom. Such special resolutions have been lodged with CIPC for filing.

8. SERVICES AGREEMENT 8.1 On or about 27 February 2017, the Company and Brimstone entered into a services agreement (“the Services Agreement”). 8.2 The key terms of the Services Agreement are as follows: 8.2.1 The existing management agreement between the Company and Brimstone is cancelled. 8.2.2 Brimstone shall provide the following services to the Company: 8.2.2.1 corporate finance resources; 8.2.2.2 technical accounting assistance; 8.2.2.3 internal audit assistance; 8.2.2.4 company secretarial assistance; 8.2.2.5 corporate governance assistance; 8.2.2.6 marketing assistance; 8.2.2.7 stakeholder engagement assistance; and 8.2.2.8 provision of directors and other persons to serve on boards and sub-committees of various companies forming part of and/or associated with the Group. 8.2.3 As consideration for the provision of such services the Company shall pay to Brimstone an annual fee of R1 477 755, excluding VAT, which fee shall escalate annually by CPI. 8.2.4 The Services Agreement will take effect on the date of the Listing and will endure for an initial fixed period of three years. On expiry of the initial period the agreement shall renew automatically for successive periods of 12 months unless either party has by no later than three months before the end of the then applicable period of the agreement notified the other that it does not wish the agreement to be renewed.

236 9. SUBSCRIPTION UNDERTAKINGS BY MANAGEMENT 9.1 Prior to the Last Practicable Date, the Company obtained undertakings from various executives and members of the senior management team of the Group, including the three executive directors of the Company, Felix Ratheb, John-Paul De Freitas and Muhammad Brey, to subscribe for a total of 2 820 000 of the Offer Shares at the Offer Price. 9.2 In terms of such undertakings, the relevant persons will subscribe for Ordinary Shares (which will form part of the Offer Shares) on the date of the Listing at the Offer Price, and the relevant subscription prices shall be paid in cash, and the relevant Ordinary Shares will be issued, on or about the seventh day after the date of the Listing. 9.3 The names of the executive directors concerned, and the numbers of Ordinary Shares to be subscribed for by them, are as follows: Name Number of Ordinary Shares Felix Ratheb 741 000 John Paul De Freitas 431 000 Muhammad Brey 113 000 Other management participants 1 535 000 Total 2 820 000

10. FINDUS DISTRIBUTION AGREEMENT (FINDUS AGENCY) 10.1 Sea Harvest Corporation entered into a distribution agreement with Findus Sverige AB (“Findus”) on or about 2 September 2011 pursuant to which Findus granted Sea Harvest Corporation the sole and exclusive right to distribute in South Africa certain food products produced by Findus or its affiliated companies. Sea Harvest Corporation was also granted a first right of refusal to distribute any new products which Findus wishes to introduce into the South African market. Sea Harvest is required to sell the products in its own name and at its own risk. 10.2 In the event that Sea Harvest does not achieve certain volume and value targets, Findus will be entitled to terminate the agreement by giving 12 months written notice. 10.3 In order to protect the proprietary interests of Findus, Sea Harvest Corporation has agreed that it may not directly or indirectly be associated with, or concerned with, interested or engaged in any entity which distributes, markets or sells any similar or competing products in South Africa for the duration of the agreement and for a period of five years after the termination date thereof. Findus has likewise agreed to a reciprocal non-compete provision, however in the event that Findus is sold, restructured or otherwise subject to a major change of control, or to the extent that the agreement is terminated by Findus as described in paragraph 10.2 above, Findus would not be bound by such non-compete. 10.4 The price at which Sea Harvest Corporation purchases products from Findus for distribution in South Africa is to be determined by Findus but shall not deviate by more than 5% of the base cost of the products over a period of two years. 10.5 On 22 November 2016 Sea Harvest Corporation entered into an amendment agreement with Findus and Cape Harvest pursuant to which the parties agreed to substitute Sea Harvest Corporation with Cape Harvest as a party to the distribution agreement, on the same terms and conditions which Sea Harvest Corporation was subject to. The Company guarantees the fulfilment of any financial obligations of Cape Harvest towards Findus.

11. MARLOW FOODS DISTRIBUTION AGREEMENT (QUORN AGENCY) 11.1 The Company, Sea Harvest Corporation and Marlow Foods Limited (“Marlow Foods”) entered into a distribution agreement on or about 25 June 2013 pursuant to which Marlow Foods appointed Sea Harvest Corporation as its exclusive distributor for the distribution of certain frozen products in South Africa.

237 11.2 The distribution agreement prohibits Sea Harvest Corporation from dealing in, manufacturing, processing and/or offering for sale, whether directly or indirectly, products which are similar in nature to the products supplied by Marlow Foods to Sea Harvest Corporation. 11.3 The price at which Sea Harvest Corporation purchased products from Marlow Foods for distribution in South Africa is to be determined in accordance with the agreement and Marlow Foods shall have the right to increase the price of any of the products but is required to give written notice thereof to Sea Harvest Corporation. 11.4 The agreement has an initial effective period ending on 31 December 2018. After the termination of the initial period, either party will have the right to cancel the agreement on written notice to the other parties of not less than six months. In the event of a cancellation, the party which cancels the contract will be required to pay the other party a cancellation fee equal to 30% of the net sales of products for the preceding 12-month period ending on the last day of the last completed month. 11.5 Sea Harvest Corporation has agreed it that shall not, for a period of one year following termination of the agreement (for whatsoever reason), market, distribute or sell any goods which directly compete with the Marlow Foods products in South Africa or directly compete in South Africa in the meat free protein replacement, soy or mycoprotein categories. 11.6 On 25 March 2016, the Company and Sea Harvest Corporation entered into a novation agreement with Marlow Foods and Cape Harvest, pursuant to which the parties agreed to substitute Sea Harvest Corporation with Cape Harvest as a party to the distribution agreement, on the same terms and conditions which Sea Harvest Corporation was subject to.

12. VECTOR LOGISTICS DISTRIBUTION AGREEMENT 12.1 Sea Harvest Corporation entered into a distribution agreement with Vector Logistics Proprietary Limited (“Vector”) on or about 23 December 2013 pursuant to which Sea Harvest Corporation appointed Vector to provide receiving, storage, distribution, sales, merchandising and ancillary services. 12.2 The agreement will continue indefinitely and either party may terminate the agreement by giving the other party not less than six months prior written notice of termination.

238 ANNEXURE 15

SALIENT FEATURES OF THE FORFEITABLE SHARE PLAN

1. INTRODUCTION Sea Harvest Group Limited (“Sea Harvest” or “the Company”) adopted a Forfeitable Share Plan (“FSP”) to attract, retain, incentivise and reward the right calibre of employees. The FSP provides Participants with the opportunity to be awarded Forfeitable Shares in the Company. Through the delivery of real shares under the FSP, Participants will become shareholders in the Company and will have all shareholder rights (including dividends) from the Settlement Date, shortly after the Award date. The FSP will be used to make awards as follows: • Annual Awards of Performance Shares to Key Executives (including the Chief Executive Officer), Executives and Strategic Management, to be awarded as a percentage of guaranteed pay and the vesting of which will be subject to: (i) the Employment Condition; and (ii) sufficiently stretching Performance Condition(s) measured over a three year Performance Period; • Annual Awards of Bonus Shares to Key Executives (including the Chief Executive Officer), Executives, and Strategic Management in the form of matched short-term incentive (“STI”) and the vesting of which will be subject to an Employment Condition; • Once-off Awards of Retention Shares upon listing in order to retain Key Executives (including the Chief Executive Officer), Executives and Selected Members of Strategic Management instrumental in delivering the Group’s business strategy, the Vesting of which will be subject to the Employment Condition; and • Ad hoc Awards of Retention Shares to key employees to address retention risks or sign-on requirements, the Vesting of which will be subject to the Employment Condition.

Where terms are capitalised, these terms bear the defined meaning as per the definitions contained in the FSP Rules. The salient features of the FSP are detailed below.

2. PURPOSE The FSP will be primarily used as an incentive to Participants to deliver the Group’s business strategy over the long term. The FSP will attract, retain, incentivise, and reward eligible employees through regular annual Awards of Performance Shares and Bonus Shares in terms of the FSP. Where the Remuneration Committee recognises key talent instrumental in delivering the Group’s business strategy, ad hoc Awards of Retention Shares may also be made. A once-off Award of Retention Shares will also be made to Key Executives (including the Chief Executive Officer), Executives and Selected Members of Strategic Management upon listing. The Awards made under the FSP are collectively referred to as Forfeitable Shares. Details regarding the types of instruments are set out below: • Performance Shares: Regular annual Awards, the Vesting of which will be subject to the satisfaction of Performance Condition(s) and the Employment Condition in line with the Group’s approach to performance related incentives. The Remuneration Committee will define appropriate stretching Performance Condition(s) at the time of implementation; • Bonus Shares: Annual Awards, the value of which will be determined as a percentage of the Annual Bonus based on performance in the previous financial year. Therefore if no Bonus is received in a particular year, the employee will not be eligible to receive an Award of Bonus Shares. The Vesting of Bonus Shares is subject to the Employment Condition; • Retention Shares: Awarded only in specific ad hoc instances where the Remuneration Committee recognises key talent instrumental in delivering the Group’s business strategy. These Retention Shares

239 may also be used to buy-out the unvested or vested and unexercised awards of new joiners to the Company. The Vesting of Retention Shares is subject to the satisfaction of the Employment Condition.

The extent and nature of Performance Condition(s) applicable to the FSP will be approved by the Remuneration Committee annually and specifically included in the Award Letter to Participants. The Employment Condition applicable to all share instruments is the requirement for continued employment of the Participant by any Employer Company within the Company. The Employment Period for the regular annual Award of Performance Shares and Bonus shares is three years from the Award Date. The Employment Period for the one-off Award of Retention Shares is based on tranches over a three year period from the Award Date for Executives and Selected Members of Strategic Management and tranches over a five-year period from the Award Date for Key Executives (including the Chief Executive Officer).

3. PARTICIPANTS Although the Rules of the FSP will be defined widely to include any permanent employee of the Group, initially Participation under the FSP will be limited to Key Executives (including the Chief Executive Officer), Executives and Selected Members of Strategic Management. Participation is not a condition of employment, and the Remuneration Committee retains absolute discretion regarding the making of an Award to any employee in terms of the FSP.

4. RIGHTS OF PARTICIPANTS In terms of the FSP, Participants will become owners of the Forfeitable Shares from the Settlement Date, shortly after the Award Date, and will immediately benefit from dividends and have shareholder voting rights in respect of the Forfeitable Shares after the Vesting Date. The Forfeitable Shares cannot be disposed of or encumbered by the Participant prior to the Vesting Date and will be subject to forfeiture and disposal restrictions until the Vesting Date.

5. BASIS OF AWARDS AND AWARD LEVELS (i) Once-off Award of Retention Shares A once-off Award of Retention Shares will be made to Key Executives, Executive Directors, Executives and Strategic Management upon listing in order to retain key talent instrumental in delivering the Group’s business strategy and to compensate for lower than market pay levels. (ii) Annual Awards In line with the requirements of King III,1 King IV and best practice, regular, annual Awards consisting of a combination of Performance Shares and Bonus Shares will be made on a consistent basis to ensure long-term shareholder value creation. The annual Award for Participants will be made up as follows: • Performance shares; and • Bonus shares. Overall Award levels will be decided by the Remuneration Committee each time new Awards are made, by taking into account the particular circumstances at that time e.g. company affordability, retention considerations, and exceptional company performance. Annual allocations will be benchmarked and set to market-related levels of remuneration whilst considering the overall affordability thereof to the Group.

6. PERFORMANCE CONDITIONS AND VESTING The first Awards of Performance Shares will be made subject to the following financial and non-financial Performance Condition(s) over a Performance Period of three years: • Relative Total Shareholder Return (“TSR”); • Headline Earnings per Share (“HEPS”); • Transformation.

1 The King IV Report on Corporate Governance (“King IV”) was launched on 1 November 2016. However, the King IV practice notes pertaining to remuneration principles and recommendations have not yet been released. Accordingly the King III principles and recommendations are still deemed appropriate and have been referenced herein.

240 For the relative TSR and HEPS conditions, linear vesting will apply between threshold and target performance. The transformation condition will have a binary profile. A comparator group of both South African companies and international companies will be used in the calculation of TSR. For the HEPS calculation, performance will be assessed based on the Group’s performance in its various operating territories. Performance Shares will also be subject to the fulfilment of the Employment Condition over an Employment Period of three years, for Vesting to occur. Bonus Shares will be dependent on the quantum of the Annual Bonus earned based on the Group financial and non-financial results modified by the individual’s performance, and will be linked to performance in this manner. In addition, they will be subject to the fulfilment of the Employment Condition over an Employment Period of three years before Vesting can occur. The Remuneration Committee will set appropriate Performance Condition(s), Performance Period(s), Employment Conditions and Employment Period(s), as relevant, for each Award, taking into account the business environment at the time of making the Awards, and where considered necessary, in consultation with shareholders. Each of these details of the Award will be agreed with the Participants in terms of individual Award Letters. Performance Shares and Bonus Shares will be subject to cliff vesting at the end of three years from the Award Date. Vesting will take place the later of the: • Expiry of the Employment Period (three years from the Award Date); • Once the Remuneration Committee has been able to test the extent to which the Performance Conditions were met over the Performance Period, to the extent that they are applicable.

The once-off Award of Retention Shares will be subject to the Employment Condition and will vest as follows: • Executives and Selected Members of Strategic Management: in equal tranches after year 1, 2 and 3 from the Award Date. • Key Executives (including the Chief Executive Officer): in equal tranches after year 1, 2, 3, 4 and 5 from the Award Date.

7. MANNER OF SETTLEMENT The FSP Rules are flexible in order to allow for Settlement in any of the following manners: • by way of a market purchase of Shares; • using existing Shares held in treasury; or • an issue of Shares by the Company.

The exact method of Settlement will be determined by the Remuneration Committee. In order to effect any forfeiture of Awards, the Forfeitable Shares will be held by an Escrow agent on behalf of the Participant until they Vest.

8. LIMITS AND ADJUSTMENTS Overall Company limit The aggregate number of Shares which may at any one time be Settled in terms of the FSP shall not exceed 11 834 812 (eleven million eight hundred and thirty four thousand eight hundred and twelve) Shares to all Participants, which equates to approximately 5% of the number of issued Shares as at the end of the day on which the Company lists. This is in line with market best practice. In calculating the limit for the FSP, new Shares allotted and issued by the Company or shares held by a Subsidiary in treasury account which have been used by the Company for Settlement of the FSP, will be included in the Company Limit. This Limit will be calculated to exclude Shares purchased in the market in Settlement of the FSP and Forfeitable Shares compromising an Award under the FSP which do not subsequently Vest as a result of forfeiture.

241 Individual limit The maximum number of Shares which may be allocated to an individual under the FSP and which subsequently Vest in the case of the FSP shall not exceed 3 550 444 (three million five hundred and fifty thousand four hundred and forty four) Shares, which represents approximately 1.5% of the number of issued Shares as at the end of the day on which the Company lists. Adjustments The Remuneration Committee must, where required, adjust the Company Limit (without the prior approval of shareholders in a general meeting), to take account of a sub-division or consolidation of the Shares of the Company. Such adjustment should give a Participant entitlement to the same proportion of the equity capital as that to which he was previously entitled. The Remuneration Committee may, where required, adjust the Individual Limit to take account of a capitalisation issue, a special distribution, a rights issue or reduction in capital of the Company. Such adjustment should give a Participant entitlement to the same proportion of the equity capital as that to which he was previously entitled. The Auditors, or other independent advisor acceptable to the JSE, shall confirm to the JSE in writing that any adjustment made in terms of this paragraph has been properly calculated on a reasonable and equitable basis, in accordance with the Rules of the FSP and must be reported on in the Company’s financial statements in the year during which the adjustment is made. Any adjustments made in accordance with paragraph 14.3 of the JSE Listings Requirements, must be reported on in the Company’s annual financial statements in the year during which the adjustment is made. The issue of Shares as consideration for an acquisition, and the issue of Shares for cash or a vendor consideration placing will not be regarded as a circumstance that requires any adjustment to the Company or Individual Limit. Awards under the FSP which do not subsequently Vest in a Participant as a result of the forfeiture thereof, will revert back to the FSP for re-allocation.

9. CONSIDERATION The Participant will give no consideration for the Award, or Settlement of the Shares.

10. TERMINATION OF EMPLOYMENT Fault termination Participants employment terminating due to resignation or dismissal on grounds of misconduct, proven poor performance or proven dishonest or fraudulent conduct or conduct against the interest of the Group or its shareholders (whether such cessation occurs as a result of notice given by him or otherwise or where he resigns to avoid dismissal on grounds of misconduct, poor performance, or proven dishonest or fraudulent conduct) or on the basis of abscondment will be classified as “fault termination” and will forfeit all unvested Awards of Forfeitable Shares. A Participant who is an Executive Director of the Company or an Employer Company who retires and/ or resigns from a position as Director on the basis that the Participant is immediately re-elected in accordance with the memorandum of incorporation or other constitutional documents of that Employer Company or any other member of the Group shall be deemed not to have terminated employment with that Employer Company. In this instance, all Forfeitable Shares Awarded to such Participant by the First Employer Company shall remain in force on the same terms and conditions as set out in these Rules; and the Second Employer Company may assume a pro-rata portion of the First Employer Company’s obligations in respect of the relevant Forfeitable Shares in consideration for obtaining the Participant’s services from the First Employer Company. A Participant will not be treated as ceasing to be an Employee of an Employer Company if, on the same date on which he ceases to be an Employee of an Employer Company, he is employed by another Employer Company.

242 No-fault termination Participants terminating employment due to death, ill-health, disability, injury, or the sale of a subsidiary company will be classified as “no-fault termination” and accelerated Vesting will occur in regards to the Participant’s unvested Awards which will Vest on the Date of Termination of Employment or the date as soon as reasonably practicable possible thereafter when the Remuneration Committee has determined the extent to which the Performance Condition(s), where applicable, have been met. In respect of Bonus Shares and Retention Shares, the Employment Condition will be deemed to have been met and all unvested Bonus and Retention Shares will vest fully upon Date of Termination without pro-rating the Award for time served up to the Date of Termination of Employment. In respect of the Performance Shares, if the Participant’s employment is terminated due to: • death, the Remuneration Committee will calculate whether, and the extent to which the Performance Condition(s) have been satisfied on the Date of Termination of Employment by reference to the immediately preceding Financial Year. The Employment Condition will be deemed to have been met and Awards will not be pro-rated for time served up to the Date of Termination of Employment; or • ill-health, injury, disability and sale of Employer Company, the Remuneration Committee will calculate whether, and the extent to which, the Performance Condition(s) have been satisfied on the Date of Termination of Employment by reference to the immediately preceding Financial Year or the next financial year, depending on the timing of termination of employment. The Employment Condition will be deemed to have been met and Awards will not be pro-rated for time served up to the Date of Termination of Employment.

Retrenchment If a Participant’s employment with any Employer Company terminates prior to the Vesting Date by reason of retrenchment based on operational requirements as contemplated in the LRA, a portion of his unvested Awards will Vest on the Date of Termination of Employment or the date as soon as reasonably practically possible thereafter when the Remuneration Committee has determined the extent to which the Performance Condition(s), where applicable, have been met. In respect of Bonus Shares and Retention Shares, the portion of the Award which shall Vest will reflect the number of complete months served since the Award Date to the Date of Termination of Employment, over the total number of months in the Employment Period. In respect of the Performance Shares, if the Participant’s employment is terminated due to: • retrenchment, the Remuneration Committee will calculate whether, and the extent to which, the Performance Condition(s) have been satisfied on the Date of Termination of Employment. The portion of the Award which shall Vest will be determined based on the extent to which the Performance Condition(s) have been satisfied and the number of complete months served since the Award Date to the Date of Termination of Employment over the total number of months in the Employment Period.

Retirement and Company best interests Where a Participant terminates employment with the Employer Company due to Retirement, or where the Company, acting in its best interest, requiring a Participant to step aside for reasons necessary for the Company to deliver its strategic objectives, the Remuneration Committee could: • Allow the Participant to continue to participate in the FSP as if his employment was not terminated or he was not required to step aside; or failing so must; • Early Vest all or a portion of the Participant’s Award on the Date of Termination of Employment or the date as soon as reasonably practically possible thereafter when the Remuneration Committee has determined the extent to which the Performance Condition(s), where applicable, have been satisfied. • In respect of Bonus Shares and Retention Shares, the Employment Condition will be deemed to have been met and all unvested Bonus and Retention Shares will vest fully upon Date of Termination without pro-rating the Award for time served up to the Date of Termination of Employment. • In respect of the Performance Shares, the Remuneration Committee will calculate whether, and the extent to which, the Performance Condition(s) have been satisfied on the Date of Termination of Employment by reference to the immediately preceding Financial Year or the next financial year, depending on the timing of termination of employment. The Employment Condition will be deemed to have been met and Awards will not be pro-rated for time served up to the Date of Termination of Employment.

243 11. CHANGE OF CONTROL In the event of any person other than Brimstone and/or persons related to it acquiring Control of the Company before the Vesting date of any Award, all or a portion of the Award will Vest on the date that the offer becomes unconditional. • In respect of Performance Shares, the Remuneration Committee will calculate whether and the extent to which the Performance Condition(s) have been satisfied with reference to the immediately preceding financial year. The Employment Condition will be deemed to have been satisfied and no pro-rating will occur in regards to time served up to the Change of Control Date. • In respect of Bonus Shares and/or Retention Shares, the Employment Condition will be deemed to have been met and all unvested Bonus and Retention Shares will vest in full upon Change of Control Date without pro-rating the Award for time served up to the Change of Control Date.

The portion of the Award that does not Vest as a result of the Change of Control will lapse. Awards will not Vest as a consequence of an internal reconstruction or similar event which is not a Change of Control as defined in the Rules of the FSPs. The Remuneration Committee shall take such action as it considers appropriate to protect the interests of Participants following the occurrence of such event, including converting Forfeitable Shares into Forfeitable Shares in respect of shares in one or more other companies, provided the Participant is no worse off. The Remuneration Committee may also vary the Performance Condition(s) relating to Performance Shares.

12. VARIATION OF SHARE CAPITAL In the event of a variation in share capital such as a Capitalisation Issue, subdivision of Shares, consolidation of Shares etc, Participants shall continue to participate in the FSP. The Remuneration Committee shall make such adjustment to the Award or take such other action to place Participants in no worse a position than they were prior to the happening of the relevant event and to provide that the fair value of the Award immediately after the event is materially the same as the fair value of the Award immediately before the event. In the event of a Rights Issue, a Participant shall be entitled to participate in any Rights Issue in respect of his Forfeitable Shares in accordance with the terms and conditions of the Right Issue. The issuing of Shares as consideration for an acquisition, and the issuing of Shares or a vendor consideration placing, will not be regarded as a circumstance that requires any adjustment to the Awards.

13. LIQUIDATION If the Company is placed into liquidation, other than for purposes of reorganisation, any Awards of Forfeitable Shares shall ipso facto lapse as from the Liquidation Date. Therefore, any unvested Forfeitable Shares will lapse.

14. AMENDMENT The Remuneration Committee may alter or vary the Rules of the FSP as it sees fit. In the instances listed below, however, the FSP may not be amended without the prior approval of the JSE and an ordinary resolution of 75% by the shareholders, which will exclude all the votes attaching to the Shares owned or controlled by persons who are existing participants in the FSP. Only the Shares which have been acquired in terms of the FSP and which may be impacted by the changes will be excluded from the said vote on the following: • the category of persons who are eligible for Participation in the FSP; • the number of Shares which may be utilised for the purpose of the FSP; • the Individual Limitations on benefits or maximum entitlements; • the basis upon which Awards are made; • the amount payable upon the Award, Settlement or Vesting, of an Award; • the voting, dividend, transfer and other rights attached to the Awards, including those arising on a liquidation of the Company;

244 • the adjustment of Awards in the event of a variation of capital of the Company or a Change of Control of the Company; and • the procedure to be adopted in respect of the Vesting of Awards in the event of termination of employment.

15. GENERAL The Rules of the FSP are available for inspection from 6 March 2017 to 16 March 2017 at the Company’s registered office, being 1st Floor, Block C, The Boulevard Office Park, Searle Street, Woodstock, Cape Town, 8000.

245 246 PRINTED BY INCE (PTY) LTD REF. JOB012676