Pre-Annual General Meeting Information • Dec 27, 2022
Pre-Annual General Meeting Information
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(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
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:
To consider and, if thought fit, to pass the following Ordinary Resolutions with or without any modifications:
WHEREAS:
RESOLVED THAT:
[See explanatory note]
Date: 27 December 2022
BY ORDER OF THE BOARD
Tristan Sjoberg Director
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.
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 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:
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.
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
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.
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