Letter to Shareholders and Scheme Meeting Access Letter

21 May 2025 06:39 CEST

21 May 2025


Clean Seas Seafood Limited (ASX: CSS) (“Clean Seas”, “CSS”, “the Company”)
refers to its announcement dated 31 March 2025 and 15 April 2025 regarding entry
into a Scheme Implementation Deed (“SID”) with Yumbah Aquaculture Ltd (“Yumbah”)
under which Yumbah will acquire 100% of the shares in CSS by way of a scheme of
arrangement (“Scheme”).
The Scheme Booklet and the attached letter have been dispatched today by post to
Clean Seas Shareholders in the manner described in the Company’s announcement on
13 May 2025. The letter contains details on where the Scheme Booklet can be
viewed and downloaded, as well as instructions on how to lodge a proxy form. An
email containing similar information has been dispatched to those Clean Seas
Shareholders that have elected to receive electronic communications from Clean
Seas.
The Independent Board Committee Recommends Voting in FAVOUR of the Scheme
The Clean Seas Independent Board Committee (“IBC”) unanimously recommends that,
based on the Default Cash Consideration, Clean Seas Shareholders vote in favour
of the Scheme in the absence of a Superior Proposal and subject to the
Independent Expert continuing to conclude that the Scheme is in the best
interests of Clean Seas Shareholders. Subject to the same qualifications, each
member of the IBC intends to vote all Clean Seas Shares held or controlled by
them in favour of the Scheme. The IBC makes no recommendation to Clean Seas
Shareholders in relation to the Yumbah Scrip Alternative due to the highly
speculative nature of the New Yumbah Shares and the fact that deciding whether
the New Yumbah Shares are appropriate for an individual Clean Seas Shareholder
will depend on the characteristics and risk profile of that particular
shareholder.
Scheme Meeting
The Scheme Meeting will be held in person at 11:00am (Adelaide time) on Monday
23 June 2025 at Grant Thornton, Level 3, 170 Frome Street, Adelaide SA 5000.
Clean Seas Shareholders registered on the Clean Seas Share Register at 7:00pm
(Adelaide Time) on 20 June 2025 will be entitled to vote on the Scheme. All
Clean Seas Shareholders are encouraged to vote by attending the Scheme Meeting
or alternatively by completing the Proxy Form accompanying the Scheme Booklet.

The Scheme Meeting Access Letter is attached to this announcement.

Further Information
Clean Seas Shareholders are encouraged to read the Scheme Booklet (which is
available at this link:
https://cleanseas.com.au/wp-content/uploads/2025/05/CSS-Scheme-Booklet-Dispatch-
version.pdf) carefully and in full before deciding whether to vote in favour of
the Scheme.
If, after reading the Scheme Booklet, you have further questions in relation to
the Scheme or the Scheme Booklet, please contact the Shareholder Information
between 8:30am and 5:30pm (Sydney time), Monday to Friday on:
• 1300 737 760 (within Australia)
• +61 2 9290 9600 (outside Australia)
This announcement is authorised by Rob Gratton, CEO.
For further information on Clean Seas Seafood, please contact:
Rob Gratton, CEO
rob.gratton@cleanseas.com.au

+61 434 148 979

More information:
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646961_250521 Combined asx announcement and access letter.pdf