Voluntary announcement relating to the proposed takeover offer for Mareterram Limited Sea Harvest Group Limited (Incorporated in the Republic of South Africa) (Registration number: 2008/001066/06) Share code: SHG ISIN: ZAE000240198 (“Sea Harvest” or “the Company”) Voluntary announcement relating to the proposed takeover offer for Mareterram Limited Sea Harvest is pleased to advise shareholders that it has entered into a binding bid implementation agreement (“BIA”) with its 56.3% held Australian subsidiary, Mareterram Limited (“Mareterram”), whose shares are listed on the Australian Securities Exchange ("ASX") regarding the potential acquisition of all of the fully paid ordinary shares in the issued share capital of Mareterram not currently owned by Sea Harvest (through its wholly-owned subsidiary Sea Harvest International Proprietary Limited ("SHI")), by way of an off-market takeover offer (“Proposed Offer”). In line with Sea Harvest’s strategy of investing in well managed, sustainable, vertically integrated fishing and agri-businesses around the world, the Proposed Offer, if successful, would allow Sea Harvest to fully integrate Mareterram, extract operational synergies and align Mareterram’s operating structure, growth strategy and funding requirements with that of Sea Harvest. The Proposed Offer allows Sea Harvest to continue diversifying its earnings and increasing its market share and presence in Australia. Sea Harvest is offering A$0.25 per Mareterram share thereby valuing the entire issued capital of Mareterram at approximately A$38.6 million and the acquisition price for the Proposed Offer at A$16.9 million, which equates to ZAR163 million at current exchange rates (“Acquisition Price”). The Acquisition Price will be funded from the existing cash resources of Sea Harvest. The Proposed Offer is subject to the satisfaction or waiver of various conditions set out in the BIA, including but not limited to: • Sea Harvest having a relevant interest in at least 90% of Mareterram shares during or by the end of the Proposed Offer; • approval being obtained for purposes of the Australian Foreign Acquisitions and Takeovers Act; • an independent expert engaged by Mareterram being of the opinion that the Proposed Offer is "fair and reasonable" or "not fair but reasonable" to Mareterram shareholders and Mareterram's Independent Board (as defined in the BIA) not changing, withdrawing or modifying their recommendation of the Proposed Offer in the absence of a superior proposal; • no prescribed occurrence (as defined under the Australian Corporations Act) taking place in relation to Mareterram; • no regulatory action against Mareterram; and • no material adverse change in respect of Mareterram, including all material approvals, licenses, leases and key supplier agreements remaining in force and no material acquisitions, disposals or new commitments during the bid period. Further details of the Proposed Offer, including a copy of the BIA and the conditions to the Proposed Offer, is available from Mareterram's public announcement of the transaction on its website www.mareterram.com.au. In terms of the Listings Requirements of the JSE Limited, the Proposed Offer falls below the required thresholds in order for it to be deemed a categorized transaction and accordingly, is not subject to Sea Harvest shareholder approval. Cape Town 05 February 2019 Australian Legal Advisors to Sea Harvest DLA Piper South African Legal Advisors to Sea Harvest CDH Investment Bank and Sponsor to Sea Harvest The Standard Bank of South Africa Limited Date: 05/02/2019 07:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.