NOTICE OF EXTRAORDINARY GENERAL MEETING

27 Dec 2022 09:05 CET

BARRAMUNDI GROUP LTD.
(Incorporated in Singapore)
(Company Registration No. 200722778K)
(the “Company”)


NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Company
will be convened and held by way of electronic means on 10th January 2023 at
4.00 pm (SGT)/ 9.00 am (CET) to transact the following business:

AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following Ordinary Resolutions with
or without any modifications:
“ORDINARY RESOLUTIONS - SALE OF BUSINESS

WHEREAS:
i. The Company has received an offer from Wild Ocean Australia Pty Ltd (the
“Buyer”), to purchase 75% ownership including the intercompany loan of its
Australian subsidiaries, Marine Produce Australia and its group companies
(“MPA”) for the consideration and terms and conditions as set out below:

a. The Company will receive AUD$1.6 million upfront payment from the Buyer on
completion.

b. The Company will obtain a deferred earn-out cash payment of AUD$3.4 million
which will be paid out in the event that 4 or more of MPA’s new seawater site
leases in the Kimberley of Western Australia are approved; and

c. The Company will acquire a 34% stake in the Buyer which is non-dilutive
following the conclusion of a fundraise up to AUD 15 million. For avoidance of
doubt, for amounts above AUD 15 million, the 34% issued capital will be subject
to dilution.

ii. In the opinion of the Board of Directors, it is in the best interest of the
Company and its shareholders for the Company to sell its 75% ownership including
the intercompany loan of MPA to the Buyer (the “Proposed Sale”).

RESOLVED THAT:

1. It is in the best interest of the Company to approve the Proposed Sale by
entering into the Agreement with the Buyer.

2. The entry into and execution of the Agreement by the Company and the
transactions contemplated thereunder be and is hereby approved, confirmed and
(where applicable) ratified and the entry into any and all other documents,
certificates and agreements relating to or as may be required in connection with
or incidental to the Proposed Sale, or by the transactions contemplated under
the Agreement, be and is hereby approved, confirmed and (where applicable)
ratified.” [Resolution 1]

[See explanatory note]

Date: 27 December 2022

BY ORDER OF THE BOARD

Tristan Sjoberg
Director
BARRAMUNDI GROUP LTD.
(Incorporated in Singapore)
(Company Registration No. 200722778K)
(the “Company”)

EXPLANATORY NOTE:
In relation to Ordinary Resolution 1, the Company has entered into a Letter of
Agreement with Wild Ocean Australia Pty Ltd on 22 December 2022 which set out
the purchase price, conditions and definitions relating the purchase of the
Company’s shares including the intercompany loan its Australian subsidiaries,
Marine Produce Australia and its group companies.

Notes:

Participation in the EGM by live webcast and live audio-only stream.

In view of the ongoing COVID-19 situation, the EGM is being convened, and will
be held by way of electronic means pursuant to the COVID-19 (Temporary Measures)
(Alternative Arrangements for Meetings for Companies, Variable Capital
Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. The
following steps will be taken:

(a) the Company will provide for the EGM to be shown by live webcast and live
audio-only stream;

(b) shareholders who wish to participate in the EGM via live webcast or live
audio-only stream must register their details including full name,
NRIC/Passport/Company Registration No., mobile number, email and address on the
Company’s EGM pre-registration website at
https://us02web.zoom.us/webinar/register/WN_soMIm_gdSu-4MJ_PqJS0lw no later than
4.00 p.m. (SGT)/ 9.00 a.m. (CET) on 7 January 2023 (“Registration Deadline”) for
the Company to verify their status as shareholders;

(c) shareholders who have any questions in relation to any agenda item of this
notice, may send their queries to the Company in advance, by 7 January 2023, via
email to investors@barramundi.com or post to 35 Fishery Port Road, #116 New Fish
Merchant Building, Singapore 619742. The Company will not be addressing any
questions raised by the shareholders during the live webcast and live audio-only
stream.

Voting by proxy

A shareholder will not be able to vote through the live webcast and live
audio-only stream and voting is only through submission of proxy form. If a
shareholder (whether individual or corporate) wishes to exercise his/her/its
voting rights at the EGM, he/she/it must appoint the Chairman of the Meeting as
his/her/its proxy to vote on his/her/its behalf at the EGM. In appointing the
Chairman of the Meeting as proxy, a shareholder (whether individual or
corporate) must give specific instructions as to voting, or abstentions from
voting, in the proxy form, failing which the appointment of the Chairman of the
Meeting as proxy for that resolution will be treated as invalid.

The accompanying proxy form for the EGM may be accessed from the Company’s
website at www.barramundi.com.
The instrument appointing the Chairman of the Meeting as proxy must be:

(a) deposited at the registered office of the Company at 35 Fishery Port Road,
#116 New Fish Merchant Building, Singapore 619742; or

(b) emailed to: investors@barramundi.com

by 4.00 p.m. (SGT)/ 9.00 a.m. on 7 January 2022, being not less than Seventy-Two
(72) hours before the time appointed for holding the EGM. Any
incomplete/improperly completed proxy form (including proxy form which is not
appointing “Chairman of the Meeting” as proxy) will be rejected by the Company.
In view of the current COVID-19 situation and the related precautionary measures
which may make it difficult for members to submit completed proxy forms by post,
members are strongly encouraged to submit the completed proxy forms
electronically via email.

BARRAMUNDI GROUP LTD.
(Incorporated in Singapore)
(Company Registration No. 200722778K)
(the “Company”)

Personal Data Privacy:
By submitting a proxy form appointing proxy(ies) and/or representative(s) to
attend, speak and vote at the AGM and/or any adjournment thereof, a shareholder
of the Company (i) consents to the collection, use and disclosure of the
shareholder’s personal data by the Company (or its agent or service providers)
for the purpose of the processing and administration by the Company (or its
agent or service providers) of proxies and representatives appointed for the EGM
(including any adjournment thereof) and the preparation and compilation of the
attendance lists, minutes and other documents relating to the EGM (including any
adjournment thereof), and in order for the Company (or its agents or service
providers) to comply with any applicable laws, listing rules, regulations and/or
guidelines (collectively, the “Purposes”), (ii) warrants that where the
shareholder discloses the personal data of the shareholder’s proxy(ies) and/or
representative(s) to the Company (or its agents or service providers), the
shareholder has obtained the prior consent of such proxy(ies) and/or
representative(s) for the collection, use and disclosure by the Company (or its
agents or service providers) of the personal data of such proxy(ies) and/or
representative(s) for the Purposes, and (iii) agrees tht the shareholder will
indemnify the Company in respect of any penalties, liabilities, claims, demands,
losses and damages as a result of the shareholder’s breach of warranty.

More information:
Access the news on Oslo Bors NewsWeb site

579206_Barramundi Group EGM Notice dated 27.12.2022.pdf
579206_Barramundi Group EGM Proxy Form dated 27.12.2022.pdf