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Barramundi Group

Pre-Annual General Meeting Information Nov 5, 2021

8174_rns_2021-11-05_5fa7b743-f2df-4d79-870e-200dbf0e89cc.pdf

Pre-Annual General Meeting Information

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BARRAMUNDI GROUP LTD.

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held on 22nd November 2021 at CET 9.00 a.m. / Singapore 4.00 p.m. by electronic means, for the purpose of considering and, if thought fit, passing the following resolutions:-

"ORDINARY RESOLUTIONS

1. NOMINATION COMMITTEE

  • 1.1 THAT the establishment of a nomination committee to make recommendations to the board of directors of the Company (the "Board") on relevant matters relating to:-
    • (a) the review of succession plans for directors of the Company (each a "Director" and together, the "Directors");
    • (b) the process and criteria for evaluation of the performance of the Board, its Board committees and Directors;
    • (c) the appointment and re-appointment of Directors (including alternate Directors, if any);
    • (d) the process for recruiting a new director, including evaluating the balance of skills, knowledge, experience, independence and diversity on the Board; and
    • (e) ensuring there are plans in place to manage the succession of the Chief Executive Officer and other senior executives of the Company,

be and is hereby confirmed, approved, ratified and adopted.

1.2 THAT the appointment of:-

  • (a) Ling Tok Hong;
  • (b) Tristan Sjoeberg; and
  • (c) Junaidi Masri,

as members of the Nomination Committee be and is hereby confirmed, approved, ratified and adopted.

2. AUTHORITY TO ALLOT AND ISSUE SHARES

THAT pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, authority be and is hereby given to the Directors to:-

  • (a) issue shares in the Company; and
  • (b) make or grant offers, agreements or options that might or would require shares in the Company to be issued, including but not limited to the creation and issue (as well as adjustments to) warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and with such rights or restrictions as the Directors may in their absolute discretion deem fit, including without limitation for the purpose of fundraising by the Company, and that this authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or at the expiry of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.

Dated this 5th day of November2021

BY ORDER OF THE BOARD

Tristan Sjoeberg Director

Date: 5 th November 2021

EXPLANATORY NOTES:

    1. In relation to Ordinary Resolution 1, the responsibilities of the Nomination Committee will include, among others, to make recommendations to the Board on relevant matters relating to:-
    2. (a) the review of succession plans for Directors;
    3. (b) the process and criteria for evaluation of the performance of the Board, its Board committees and Directors;
    4. (c) the appointment and re-appointment of Directors (including alternate Directors, if any);
    5. (d) the process for recruiting a new director, including evaluating the balance of skills, knowledge, experience, independence and diversity on the Board; and
    6. (e) ensuring there are plans in place to manage the succession of the Chief Executive Officer and other senior executives of the Company,

As such, the Nomination Committee will be in charge of undertaking a formal assessment of the Board's effectiveness as a whole and that of each individual Director and recommend for the Board's approval the objective performance criteria and process for the evaluation of the effectiveness of the Board as a whole, as well as the contribution of each individual Director to the Board.

  1. Ordinary Resolution 2, if passed, will authorise the Directors from the date of the passing of Ordinary Resolution 2 until the date of the next Annual General Meeting of the Company or the date by which such Annual General Meeting of the Company is required by law to be held, whichever is the earlier (unless varied or revoked by the Company in general meeting), to allot and issue shares in the Company and make or grant offers, awards, agreements or options in the Company that might or would require shares in the Company to be issued.

Notes:

    1. A member of the Company entitled to attend the Extraordinary General Meeting may appoint a proxy to vote instead of him. A proxy need not to be a member of the Company.
    1. The instrument appointing a proxy (the "Proxy Form") must be submitted to the Company in the following in the following manner:-
    2. (a) if submitted personally or by post, be deposited at the registered office of the Company at 35 Fishery Port Road #116 New Fish Merchant Building, Singapore 619742; or
    3. (b) if submitted electronically, be submitted by email to the Company at [email protected],

in any case, not later than 72 hours before the time fixed for the Extraordinary General Meeting and in default the Proxy Form for the Extraordinary General Meeting shall not be treated as valid.

A member who wishes to submit a Proxy Form must first download, complete and sign the Proxy Form, before submitting it personally or by post to the address provided above, or before scanning and sending it by email to the email address provided.

  1. The Proxy Form must be signed by the appointor or his attorney duly authorised in writing. Where the Proxy Form is executed by a corporation, it must be either under its common seal or signed on its behalf by a duly authorised officer or attorney. Where the Proxy Form is signed on behalf of the appointor by an attorney, the power of attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the Proxy Form, failing which the Proxy Form may be treated as invalid.

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