Clean Seas Shareholders vote in favour of Scheme of Arrangement

08 Jul 2025 05:51 CEST

8 July 2025

Results of Scheme Meeting - Clean Seas Shareholders vote in favour of Scheme of
Arrangement


Clean Seas Seafood Limited (ASX: CSS, OSE: CSS) (“Clean Seas”, “CSS”, “the
Company”) refers to its announcement dated 31 March 2025, 15 April 2025 and 17
June 2025 regarding the entry into a Scheme Implementation Deed (“SID”) with
Yumbah Aquaculture Ltd (“Yumbah”) to acquire all of the ordinary shares on issue
in the capital of Cleans Seas, by way of a scheme of arrangement (“Scheme”).
Results of the Scheme Meeting
In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations
Act 2001 (Cth), Clean Seas advises that the Scheme Resolution, as set out in the
Notice of Meeting included in the Scheme Booklet dated 13 May 2025, was passed
by the Requisite Majorities of Clean Seas Shareholders at the Scheme Meeting
held earlier today.
In summary:
• 81.55% of Clean Seas Shareholders present and voting (in person or by proxy)
were in favour of the Scheme Resolution; and
• 98.78% of votes cast by Clean Seas Shareholders were in favour of the Scheme
Resolution.
Details of the valid proxies received and votes cast are attached to this
announcement.
Next Steps
The Scheme remains subject to the approval of the Federal Court of Australia at
the hearing scheduled for 10:00am (Adelaide time) on 15 July 2025 and the
satisfaction of the Conditions Precedent as previously announced and described
in the Scheme Booklet.
If the outstanding Conditions Precedent are satisfied or waived (if applicable)
prior to the hearing, and the Court approves the Scheme, a copy of the Court
orders will be lodged with the Australian Securities and Investments Commission
(“ASIC”) (expected to occur on 15 July 2025), following which the Scheme will
become legally effective at the close of trading on 15 July 2025 and Clean Seas
Shares will be suspended from trading on the ASX and OSE. The Scheme will be
implemented on 24 July 2025.
Indicative Scheme Timetable
The key dates for implementation of the Scheme are set out below.
Event Expected Date
Second Court Date for approval of the Scheme Tuesday, 15 July 2025
Effective Date
Court order lodged with ASIC and announcement to the ASX
Last day of trading in Clean Seas Shares (with Clean Seas Shares suspended from
trading on the ASX and the OSE from close of trading) Tuesday, 15 July 2025
Scheme Record Date for determining entitlements to Scheme
Consideration Thursday, 17 July 2025
Implementation Date and provision of Scheme Consideration Thursday, 24 July 2025

Note: All times and dates in the above timetable are references to the time and
date in Adelaide, Australia and all such times and dates are subject to change.
Certain times and dates are conditional on the Conditions Precedent to the
Scheme, including approval of the Scheme by the Court, being satisfied or waived
(as applicable). Any changes will be announced by Clean Seas to the ASX.
Further Information
If you have any questions in relation to the Scheme, 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 the Independent Board Committee of the
Company.

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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650846_250708 Disclosure of Voting Results.pdf