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Barramundi Group

M&A Activity Jan 10, 2023

8174_rns_2023-01-10_a1cbf526-0fcc-4e44-878d-e927fca504d7.pdf

M&A Activity

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BARRAMUNDI GROUP LTD.

Incorporated in the Republic of Singapore (Company Registration No.: 200722778K) (the "Company")

MINUTES OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD ON 10th JANUARY 2023 AT CET 9.00 A.M. / SINGAPORE TIME 4.00 P.M. BY ELECTRONIC MEANS

PRESENT

As per attendance list maintained by the Company.

NOTICE OF MEETING

The notice of meeting was taken as read.

CHAIRMAN

It was agreed that Andreas Peter Illum Wildfang von Scholten should take the Chair.

QUORUM

After ascertaining the quorum, the Chairman called the meeting to order held at CET 9.00 a.m. / SGT 4.00 p.m..

ORDINARY RESOLUTIONS - SALE OF BUSINESS

WHEREAS:

  • i. The Company has received an offer from Wild Ocean Australia Pty Ltd Buyer purchase 75% ownership including the intercompany loan of its Australian subsidiaries, Marine 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 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 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.

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.

The Company Representative informed shareholders that the results of the valid votes had been verified by the Company Secretary. There were 16,661,667 (88%) shares voting for and 2,338,729 (12%) shares voting against the resolution. By unanimous vote, the Chairman declared the motion carried.

CONCLUSION

There being no other business, the meeting was concluded.

CONFIRMED AS CORRECT RECORD _________________________________________ Name: Andreas Peter Illum Wildfang von Scholten

Chairman

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