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:
- It is in the best interest of the Company to approve the Proposed Sale by entering into the Agreement with the Buyer.
- The entry into and execution of the Agreement by the Company and the transactions contemplated there under 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
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@user
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.
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 details can be found in the notice attached.