Barramundi Limited — Capital/Financing Update 2017

Nov 26, 2017

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Barramundi Limited Warrant Terms

At a Glance

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THE ISSUER OF THE WARRANTS Barramundi Limited
THE OFFER An issue of one Warrant for every four Shares held by
Shareholders on the Record Date
ELIGIBLE SHAREHOLDERS Those persons with a registered address in New Zealand
who are registered Shareholders at 5:00pm on the Record
Date
ISSUE PRICE Nil
WARRANT EXERCISE PRICE $0.63 per Share on the exercise of each Warrant
(adjusted for dividends declared during the period up to
the Exercise Date)
FINAL WARRANT EXERCISE PRICE We will advise you of the final Exercise Price at least 20
Business Days before the Exercise Date
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Timetable

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RECORD DATE 21 November 2016
ALLOTMENT OF WARRANTS 22 November 2016
QUOTATION DATE OF WARRANTS 23 November 2016
MAILING OF WARRANT STATEMENT OF 25 November 2016
HOLDINGS
FINAL DATE FOR TRADING WARRANTS 22 November 2017
EXERCISE DATE 24 November 2017
SHARE ALLOTMENT DATE 28 November 2017
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This timeline is indicative only and Barramundi reserves the right to vary the dates contained in this timetable, subject to the requirements of NZX.

• You will receive by separate mail a Statement of Holdings from the Registrar advising of the number of Warrants that have been issued to you.

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Each Warrant entitles the holder to subscribe during the Exercise Period for and be allotted one Share in the capital of Barramundi, credited as fully paid, upon the payment of the Exercise Price by the Exercise Date. The Terms of the Warrants are set out below.

Holders of Warrants are bound by, and are deemed to have notice of, these Terms.

1. Issuer

2. 1.1 The issuer of the Warrants, and any Shares issued on exercise of Warrants, is Barramundi.

3. Grant of Warrants

4. 2.1 Subject to clauses 2.2, 2.4 and 2.5, Barramundi will grant one Warrant for every four Shares held by a Shareholder of Barramundi at 5:00pm on 21 November 2016.

5. 2.2 If by applying the ratio referred to in clause 2.1, a Shareholder would be granted Warrants which number less than the Minimum Holding, the Board will at the same time grant additional Warrants to the Shareholder so that the aggregate number of Warrants granted to that Shareholder is equal to the Minimum Holding.

6. 2.3 No subscription amount is payable by a Shareholder to receive a grant of Warrants pursuant to clause 2.1.

7. 2.4 If a Shareholder would receive a fraction of a Warrant by applying the ratio referred to in clause 2.1, the number of Warrants to be granted to that Shareholder will be rounded up to the nearest whole number.

8. 2.5 Warrants will only be issued to Shareholders with a registered address in New Zealand who are registered Shareholders at 5:00pm on 21 November 2016. Warrants which would otherwise be issued to a Shareholder with a registered address outside New Zealand will be issued to a nominee who will endeavour to sell those Warrants and hold the proceeds on trust and account to those Shareholders on a pro rata basis for the proceeds (net of costs).

3. Exercise

• 3.1 Each Warrant entitles the holder to subscribe for and be allotted one Share in the capital of Barramundi, credited as fully paid, upon the payment of the Exercise Price by the Exercise Date. Barramundi will announce the Exercise Price by notice to the NZX as soon as reasonably practicable after 29 September 2017. At that time Barramundi will also provide

confirmation of the Exercise Price to Warrant holders by notice in writing and will send each Warrant holder an Exercise Form. Any person who acquires a Warrant on-market may request an Exercise Form from Barramundi.

• 3.2 Each Warrant shall be exercisable by 5:00pm on the Exercise Date. Any Warrants not exercised by 5:00pm on the Exercise Date will lapse. Warrant holders shall have no entitlements or claims against Barramundi in respect of any Warrants which have lapsed.

• 3.3 In order to exercise any Warrants, a Warrant holder must send or deliver to Barramundi, care of the Registrar:

• a. a duly completed Exercise Form; and

• b. payment (in a form prescribed by Barramundi) of an amount equal to the Exercise Price multiplied by the number of Warrants being exercised,

so as to be received no later than 5:00pm (New Zealand time) on the Exercise Date.

• 3.4 Warrant holders will not be obliged to exercise Warrants.

• 3.5 Notwithstanding clause 2.5 Warrant holders who do not have a registered address in New Zealand and who have acquired Warrants onmarket are eligible to exercise Warrants.

4. Allotment of Shares

• 4.1 Subject to a Warrant holder complying with its obligations under clause 3.3 with respect to any Warrants, Barramundi will allot Shares to that Warrant holder within five Business Days after the Exercise Date.

• 4.2 Shares issued on the exercise of Warrants will participate in dividends on the Shares with a record date after the date of allotment of the Shares and will otherwise rank pari passu with all other Shares on issue at the date of allotment.

• 4.3 Barramundi’s distribution policy is described on Barramundi’s website (www.barramundi.co.nz) on the “Investor Centre” tab under the heading “Capital Management Strategies”.

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1. No voting, dividend or distribution rights

2. 5.1 A Warrant does not entitle the Warrant holder to:

3. a. vote at a meeting of Shareholders;

4. b. participate in any dividends on Shares declared by the Directors; or

5. c. participate with Shareholders or the holders of any other securities in the residual assets of Barramundi upon liquidation of Barramundi.

6. Rights of Warrant holders

any unexercised Warrants shall (subject to alternative adjustments in accordance with clause 9.2(b) or (c)) be adjusted in accordance with the following formula:

E[AP — (S+D)] EP = EP — ———————— new old (N+1)

EP = the new Exercise Price of the Warrants new

EP = the old Exercise Price of the Warrants old

  - E = the number of Shares into which one Warrant is exercisable

• 6.1 Each Warrant entitles the Warrant holder to:

• a. all information provided by Barramundi to Shareholders, including its annual and half yearly reports and notices of meeting;

• b. any other rights conferred on Warrant holders by Barramundi’s constitution, the Companies Act 1993 or the Listing Rules; and

• c. attend (but not vote at) any meeting of Shareholders (or any group of Shareholders).

7. Transfer

• 7.1 A Warrant shall be transferable in the same manner, and subject to the same restrictions, as a Share. The Directors will have the same powers in respect of the approval of registration of a transfer of Warrants as they have in respect of a transfer of Shares.

• Quotation of Warrants and Shares

• 8.1 Barramundi shall use its reasonable endeavours to ensure that the Warrants and Shares remain quoted on the Main Board while there are any Warrants outstanding, or until the Warrants no longer qualify for quotation, whichever is earlier.

9. Capital Reorganisation

• 9.1 Clause 9.2 provides for certain outcomes if Barramundi makes a rights issue, bonus issue, consolidation or subdivision of Shares or if Barramundi’s capital is restructured. It will only be relevant if one of those events were to occur between the date of allotment of Warrants and the Exercise Date.

• 9.2 The Exercise Price may be varied at any time before the Exercise Date in the following circumstances:

• a. If Barramundi makes a rights issue of Shares to Shareholders before the Exercise Date (a “Rights Issue”), then the Exercise Price of

• AP = the average market price per Share (weighted by reference to volume) during the five Business Days ending on the day before the ex date for the Rights Issue

• S = the subscription price for a Share under the Rights Issue

• D = any dividend due but not yet paid on the existing Shares (except dividends to be issued under the Rights Issue)

• N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

The necessary adjustment shall be determined by the Board by applying the above formula. The Director’s determination shall, in the absence of manifest error, be binding on all Warrant holders and other persons. Any adjustment so determined shall be made, and take effect, on the Business Day following the record date for the Rights Issue.

• b. If there is a bonus issue to Shareholders, then the Board may resolve that the number of Shares over which an unexercised Warrant is exercisable be increased (or additional Shares may be reserved for issue on exercise of the Warrants) by the number of Shares which the Warrant holder would have received if that Warrant had been exercised before the record date of the bonus issue.

• c. If there is a consolidation or subdivision or similar proportionate reconstruction of the Shares, the number of Shares over which a Warrant is exercisable may be consolidated or subdivided in the same ratio and the Exercise Price amended in inverse proportion to that ratio.

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• d. If, notwithstanding the adjustment procedures permitted by clause 9.2(a), (b) or (c), Barramundi’s capital is restructured (including a rights issue, bonus issue, convertible securities issue, warrants issue, options issue, consolidation, subdivision, cancellation or Share buyback) and the Board determines, upon the advice of an Independent Expert, that:

• i. the application of the formula in clause 9.2(a), an adjustment permitted by clause 9.2(b) or the non-applicability of both such clauses may produce a result which is prejudicial or unduly advantageous (based on reasonable grounds) to Warrant holders; or

• ii. an alternative adjustment that is not envisaged in clause 9.2(a), (b) or (c) could be applied,

then the number of unexercised Warrants held, the number of Shares over which a Warrant is exercisable, and the Exercise Price, or any combination thereof, may, to the extent necessary (subject to the Listing Rules), be altered by the Board in a manner determined by the Board, upon the advice of an Independent Expert and subject always to the Listing Rules or relief there from, to ensure that Warrant holders are not prejudiced (nor unduly advantaged or disadvantaged) by the reconstruction of capital, and in all other respects the terms of the Warrants shall remain unchanged. Any such adjustment shall be final and binding on all Warrant holders.

10. Definitions

In these Terms, the following definitions apply unless the context requires otherwise:

BOARD The Board of Directors of Barramundi BUSINESS DAY A day on which NZX is open for trading

DIRECTORS The directors of Barramundi EXERCISE DATE 24 November 2017

EXERCISE FORM The form of notice that must be completed by a Warrant holder in order to exercise Warrants

$0.63 less the aggregate amount per Share of any cash dividends declared on the Shares with a record date during the period commencing on the date of allotment of the Warrants and ending on the last Business Day before the Exercise Price is announced by Barramundi under clause 3.1

EXERCISE PRICE

An investment banker, chartered accountant, or other financial adviser selected by the Board and, in each case, being appropriately qualified and independent (having regard to the purpose of the appointment) in the reasonable opinion of the Board

INDEPENDENT EXPERT

BARRAMUNDI Barramundi Limited LISTING RULES The Main Board listing rules of NZX as in force from time to time

The Main Board equity security market operated by NZX. The NZX Main Board is a licensed market regulated under the Financial Markets Conduct Act 2013.

MAIN BOARD

MINIMUM 500 Warrants HOLDING

NZX NZX Limited. NZX is a licensed market operator under the Financial Markets Conduct Act 2013.

The share registrar of Barramundi as at the date of grant of the Warrants, being Computershare Investor Services Limited

REGISTRAR

SHARE A fully paid ordinary share in Barramundi SHAREHOLDER A registered holder of Shares

TERMS These terms and conditions of the Warrants

WARRANT An option to subscribe for a Share issued by Barramundi pursuant to these Terms

WARRANT HOLDER At any time, each person whose name is entered into the register maintained by Barramundi as a holder of Warrants

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Barramundi Limited

Private Bag 93502, Takapuna, Auckland 0740 | Phone: +64 9 489 7074 | Fax: +64 9 489 7139 Email: enquire@barramundi.co.nz | www.barramundi.co.nz

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