Clean Seas Seafood Limited

Pre-Annual General Meeting Information • Dec 10, 2023

ASX & OSE Media Release

11 December 2023

Notice of Extraordinary General Meeting and Proxy Form

In accordance with Listing Rule 3.17, Clean Seas Seafood Limited attaches a copy of the following documents:

1. Letter to Shareholders regarding arrangements for the Extraordinary General Meeting;

2. Notice of Extraordinary General Meeting;

3. 1. Online Meeting Guide; and
4. 1. Proxy Form

Authorised for release by the Board of Clean Seas Seafood Limited.

For further information on Clean Seas Seafood, please contact:

Rob Gratton	Andrew Angus
CEO	Investor Relations
rob.gratton@cleanseas.com.au	andrewangus@overlandadvisers.com.au
+61 434 148 979	+61 402 823 757

About Clean Seas Seafood (ASX:CSS, OSE: CSS)

Clean Seas Seafood is a fully integrated Australian Aquaculture business listed on the Australian Securities Exchange (ASX) and with a secondary listing on Euronext Growth Oslo (OSE) – the leading exchange for high growth seafood companies.

Clean Seas is the global leader in full cycle breeding, farming, processing and marketing of its Hiramasa or Yellowtail Kingfish (Seriola lalandi) and is renowned amongst leading chefs and restaurants around the world for its exceptional quality.

Clean Seas is recognised for innovation in its sustainable Yellowtail Kingfish farming and has become the largest producer of aquaculture Yellowtail Kingfish outside Japan.

Clean Seas is headquartered at its processing facility in Royal Park in Adelaide, South Australia while its hatchery is at Arno Bay and its fish farms are at Port Lincoln, Arno Bay and Fitzgerald Bay on the Eyre Peninsula of South Australia.

For more information, visit www.cleanseas.com.au

11 December 2023

Dear Shareholders,

An Extraordinary General Meeting of Clean Seas Seafood Limited (the Company) is scheduled to be held on Monday 15 January 2024, commencing at 4.30pm (Adelaide time) (Meeting). The Meeting will be held online. There will not be a physical meeting, but shareholders will be able to attend and participate in the Meeting through an online platform.

Following the passing of the Corporations Amendment (Meetings and Documents) Act 2022 (Cth) in February 2022, the Company has been issuing notices of annual general meetings electronically unless a shareholder has made an election to receive a paper copy of these documents. The Notice of Meeting, Annual Report and other meeting documents are available online at the Company's website at http://www.cleanseas.com.au/investors/asx-releases. A copy of the Notice of Meeting has also been posted to the Company's ASX Market Announcements page. You can request a paper copy of the Notice of Meeting by contacting BoardRoom on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia).

If you would like to change how you receive communications from the Company in the future, please update your communication elections online at www.InvestorServe.com.au. If you have not yet registered, you will need your shareholder information including SRN/HIN details.

The Directors strongly encourage all shareholders to lodge a directed proxy form prior to the Meeting and if you wish to ask the Chair a question regarding the business of the Meeting, to submit your question in writing to rob.gratton@cleanseas.com.au at least 5 business days before the Meeting. This will allow your directed proxy vote to be counted, and your question considered, if for any reason you cannot attend on the day (for example, if there is an issue with your internet connection on the day of the Meeting).

Shareholders will be able to participate in the Meeting by

• 1. Voting their shares prior to the Meeting by lodging their proxy in accordance with the instructions set out in the Notice of Meeting and the proxy form attached to this letter by no later than 4:30pm (Adelaide Time) on Saturday 13 January 2024; 2. From their computer, by entering the URL into their browser: https://web.lumiagm.com and If you decide to participate in the Meeting using Option 2 above, you will need 2. Your username, which is the Voter Access Code (VAC) (printed on your proxy form); and 3. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the list of country codes of this voting
• entering the Meeting ID 394-931-426 when prompted;

- 1. The meeting ID, which is 394-931-426;

• instruction guide document. If you have been nominated as a proxy, please contact Boardroom on 1300 737 760 for further Attending the Meeting online enables shareholders to view the Meeting live and to cast votes on the resolutions set out in the Notice of Meeting in real time during the Meeting. Questions may also be Please note that if you join the Meeting and vote online as a shareholder for any resolution, any proxy vote previously lodged by you for the relevant resolution will be revoked.

information about the details you will require to login.

submitted in writing through the Lumi portal during the Meeting. Any further updates required to be given in relation to the Meeting will be made available to shareholders on the Company's website and the Company's ASX announcements platform.

Yours faithfully,

Travis Dillon Chairman For and on behalf of the Board

CLEAN SEAS SEAFOOD LIMITED

ABN 61 094 380 435

Notice of Extraordinary General Meeting Monday, 15 January 2024 at 4.30pm (Adelaide time) (5.00pm AEDT) by online meeting

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY.

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Clean Seas Seafood Limited (Company) will be held as an online meeting as follows:

Time: 4.30pm (Adelaide time) (5.00pm AEDT) Date: Monday, 15 January 2024 Link: https://web.lumiagm.com

There will not be a physical meeting, but Shareholders will be able to attend and participate in the Meeting through an online platform using the above link.

Proxy appointments must be received by 4:30pm (Adelaide time) on Saturday, 13 January 2024. Even if you plan to attend the Meeting, we encourage you to submit a directed proxy vote so that your vote will be counted if for any reason you cannot attend on the day, or experience issues in accessing the online platform.

We also invite you to submit questions to the Company in advance of the Meeting. Questions must be received by no later than 4.30pm (Adelaide time) on Monday, 8 January 2024. The Company will endeavour to address as many frequently raised relevant questions as possible during the Meeting. However, there may not be sufficient time to address all questions raised. Please note that individual responses will not be sent to Shareholders.

Please submit any written questions to the Company by e-mail to rob.gratton@cleanseas.com.au.

If it becomes necessary for the Company to give further updates about the Meeting, information will be lodged with the ASX and posted on the Company's website.

ITEMS OF BUSINESS

1.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 6,574,065 Shares under the Placement to sophisticated and professional investors, on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution 1. Please see below.

2.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is qiven for the Company to issue 3,703,710 Shares under the Placement to Bonafide Wealth Management on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution 2. Please see below.

3.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 92,592 Shares under the Placement to Travis Dillon on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution 3A. Please see below.

4.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 55,555 Shares under the Placement to Marcus Stehr on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution 3B. Please see below.

5.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 37,038 Shares under the Placement to Katelyn Adams on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution 3C. Please see below.

Dated Tuesday, 11 December 2023

By Order of the Board

Travis Dillon

Chair

NOTES TO SHAREHOLDERS

1. Explanatory Statement

Additional information concerning the items of business is contained in the Explanatory Statement which accompanies this Notice, and which is incorporated in and comprises part of this Notice and should be read in conjunction with this Notice.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice and the Explanatory Statement.

2.

The Company may specify a time at which a 'snapshot' of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting. The Directors have determined that all Shares of the Company that are on issue as at 6.30pm (Adelaide time) on Saturday, 13 January 2024 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.

3. Voting Method

Each resolution considered at the Meeting will be conducted by a poll. On a poll, Shareholders have one vote for every fully paid ordinary share held (subject to the voting exclusions referred to below).

4. Participation in the Meeting

You will be able to participate in the Meeting by:

• (a) this Notice by no later than 4:30pm (Adelaide Time) on Saturday 13 January 2024; or
• (b) and entering the Meeting ID 394-931-426 when prompted.

If you decide to participate in the Meeting using Option (b) above, the Company recommends logging in at least 15 minutes prior to the scheduled start time of the Meeting. To log in, you will need:

• (a) the meeting ID, which is 394-931-426;
• (b) your username, which is the Voter Access Code (printed on your proxy form); and
• (c) your password, which is the postcode registered to your holding if you are an Australian shareholder (overseas shareholders will need to refer to the list of country codes found in the Online Meeting Guide attached to this Notice.

Shareholders experiencing any difficulties using the virtual meeting technology should contact Boardroom Pty Limited on 1300 737 760.

If you have been nominated as a proxy, please contact Boardroom on 1300 737 760 for further information about the details you will require to login.

Attending the Meeting online enables Shareholders to view the Meeting live and to cast votes on the resolutions set out in the Notice in real time during the Meeting. Questions may be submitted in writing through the Lumi portal during the Meeting.

Please note that if you join the Meeting and vote online as a Shareholder for any Resolution, any proxy vote previously lodged by you for the relevant Resolution will be revoked.

5. Voting exclusion statements

(a) Resolution 1 (Approval to issue Shares under the Placement)

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Shares under the Placement the subject of Resolution 1 (except a benefit solely by reason of being a holder of Shares in the Company) and any associates of those persons.

(b) Resolution 2 (Approval to issue Shares to Bonafide Wealth Management under the Placement)

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of Bonafide Wealth Management and any other person who will obtain a material benefit as a result of the proposed issue of Shares under the Placement the subject of Resolution 2 (except a benefit solely by reason of being a holder of Shares in the Company) and any associates of those persons.

(c) Resolution 3A (Approval to issue Shares to Director under the Placement - Travis Dillon)

The Company will disregard any votes cast in favour of Resolution 3A by or on behalf of Travis Dillon and any other person who will obtain a material benefit as a result of the proposed issue of Shares under the Placement the subject of Resolution 3A (except a benefit solely by reason of being a holder of Shares in the Company) and any associates of those persons.

(d) Resolution 3B (Approval to issue Shares to Director under the Placement - Marcus Stehr)

The Company will disregard any votes cast in favour of Resolution 3B by or on behalf of Marcus Stehr and any other person who will obtain a material benefit as a result of the proposed issue of Shares under the Placement the subject of Resolution 3B (except a benefit solely by reason of being a holder of Shares in the Company) and any associates of those persons.

(e) Resolution 3C (Approval to issue Shares to Director under the Placement - Katelyn Adams)

The Company will disregard any votes cast in favour of Resolution 3C by or on behalf of Katelyn Adams and any other person who will obtain a material benefit as a result of the proposed issue of Shares under the Placement the subject of Resolution 3C (except a benefit solely by reason of being a holder of Shares in the Company) and any associates of those persons.

However, the Company need not disregard a vote cast on Resolutions 1-3 if:

• (a) it is cast by a person as a proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with the directions given to the proxy or attorney to vote on relevant Resolution in that way; or
• (b) it is cast by the Chair as proxy or attorney for a person who is entitled to vote on relevant Resolution, in accordance with a direction given to the Chair to vote on the relevant Resolution as the Chair decides; or
• (c) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the relevant Resolution; and
  • ii. the holder votes on the relevant Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Shareholders are encouraged to lodge a proxy by 4.30pm (Adelaide time) on Saturday, 13 January 2024 even if they plan to attend the Meeting.

6. Voting by proxy

If you are entitled to attend and vote at the Meeting, you have a right to appoint a person to attend and vote for you at the Meeting as your proxy. To appoint a proxy:

• Online: https://www.votingonline.com.au/cleanseasegm2024
• By Mail: Please request an Appointment of Proxy Form from Boardroom by:
  • o calling 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia); or
  • o e-mailing enquiries@boardroomlimited.com.au

and return it in accordance with the instructions set out on that form. A proxy need not be a Shareholder of the Company and may be an individual or a body corporate. A body corporateappointed proxy may appoint a representative to exercise the powers that the body corporate may exercise as the Shareholder's proxy.

A Shareholder entitled to cast two or more votes is entitled to appoint up to two proxies to attend the Meeting and vote and may specify the proportion or number of votes each proxy is appointed to exercise. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

The Chair intends to vote all undirected proxies in favour of Resolutions 1-3.

7. Lodging Your Proxy Form

Any duly executed appointment of Proxy Form (and the power of attorney (if any) under which it is signed or a certified copy thereof) must be received by one of the methods described below no later than 4:30pm (Adelaide time) on Saturday, 13 January 2024.

Any Appointment of Proxy Form received after that time will not be valid for the scheduled Extraordinary General Meeting.

Proxies may be lodged as follows:

BY MAIL -	Boardroom Pty Limited
	GPO Box 3993
	Sydney NSW 2001 Australia
BY FAX -	+ 61 2 9290 9655
ONLINE -	https://www.votingonline.com.au/cleanseasegm2024

8. Corporate Shareholders

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority must be sent to the Company and/or its securities registry in advance of the Meeting by fax to +61 2 9290 9655, e-mail to enquiries@boardroomlimited.com.au or post to the address above.

9. Asking Questions at the Meeting

Shareholders as a whole will have a reasonable opportunity to ask questions during the Meeting. Questions may be submitted in writing through the Lumi portal during the Meeting.

CLEAN SEAS SEAFOOD LIMITED EXPLANATORY STATEMENT TO NOTICE OF EXTRAORDINARY GENERAL MEETING

Introduction

This Explanatory Statement sets out information with the business to be considered at the Extraordinary General Meeting of Shareholders of Clean Seas Seafood Limited to be held on Monday, 15 January 2024 commencing at 4.30pm (Adelaide time) (5.00pm AEDT).

The Placement

On Friday, 24 November 2023 the Company announced that it had successfully completed the Placement (ASX Announcement). As part of the ASX Announcement, the Company advised that it had commenced an in-depth review of the operational structure of the business (Operational Review). The focus of the Operational Review, which will be implemented over the next 3-6 months, will be on workstreams associated with:

• (a) biomass levels and the optimal production volume at which the Company should operate;
• (b) the consolidation and maximisation of farming activities; and
• (c) right sizing the business to maximise profitability and cash flow.

The capital raised from the Placement will be used for working capital to facilitate the right sizing of the business operations and to execute on other key focus areas of the Operational Review.

The Placement comprised two tranches:

• (a) tranche one: the issue of 24,800,440 Shares under the Company's existing placement capacity under Listing Rule 7.1, which were allocated on Monday, 4 December 2023 (Tranche 1 Placement Shares); and
• (b) tranche two: the issue of an additional 10,462,960 Shares, subject to Shareholder approval (Tranche 2 Placement Shares).

Subject to Resolutions 1-3 being passed, Tranche 2 Placement Shares will be issued in the following proportions:

• (a) 6,574,065 Shares to various sophisticated and professional investors (SPI Shares);
• (b) 3,703,710 Shares to Bonafide Wealth Management (Bonafide Shares); and
• (c) 185,185 Shares to Directors in the following proportions:
  • a. 92,592 to Travis Dillon;
• 55,555 to Marcus Stehr; and b.
• 37,038 to Katelyn Adams, C.

(together, the Director Shares).

1. Resolution 1: Approval to issue Shares under the Placement

Background

As noted above, the Tranche 1 Placement Shares were issued under the Company's existing 15% placement capacity on Monday, 4 December 2023. Shareholder approval was not required for the issue of the Tranche 1 Placement Shares; however, the issue of the Tranche 1 Placement Shares has exhausted the entirety of the Company's 15% placement capacity under Listing Rule 7.1.

As such, the remaining Placement Shares, being the Tranche 2 Placement Shares, can only be issued following Shareholder approval. This section 1 of the Explanatory Statement addresses the Shareholder approval being sought in relation to the issue of the SPI Shares. Separate Shareholder approval is being sought for the issue of the Bonafide Shares and the Director Shares, which are addressed separately below in sections 2 and 3 of this Explanatory Statement respectively.

Resolution 1 seeks Shareholder approval under and for the purposes of Listing Rule 7.1 to issue the SPI Shares.

Listing Rule 7.1

Under Listing Rule 7.1, the Company is not permitted to issue, or agree to issue, more equity securities during any 12-month period than the amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period unless the issue is approved by Shareholders or an exemption under Listing Rule 7.2 applies.

The issue of the SPI Shares exceeds the Company's 15% placement capacity and does not fall within any of the specified exceptions set out in Listing Rule 7.2. The issue of the SPI Shares therefore requires Shareholder approval under Listing Rule 7.1.

If Resolution 1 is approved by Shareholders, the Company will be able to proceed to issue the SPI Shares on or around Thursday, 18 January 2024.

If Resolution 1 is not approved by Shareholders, the Company will not be able to proceed to issue the SPI Shares and the capital to be raised under Tranche 2 of the Placement will be reduced by A\$1,774,997.55 (being the amount which would be paid to the Company by the various sophisticated and professional investors for the purchase of the SPI Shares). A reduction in the amount of capital raised under Tranche 2 of the Placement may result in the Company needing to find other avenues to raise funding to support its working capital requirements to facilitate the right sizing of the business operations and to execute on other key focus areas of the Operational Review.

Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, the Company provides the following information to Shareholders in relation to Resolution 1:

SPI Shares
Number and class of securities to be issued.	6,574,065 fully paid ordinary shares
Persons to whom securities will be issued.	Research Corporation Pty Ltd atf Anthony Hall Family Trust (Research Corporation)	2,546,290 Shares
	Regal Funds Management Pty. Ltd.	1,620,370 Shares
	Thorney Holdings Pty Ltd	777,780 Shares
	Trefoil Select Funds SPC	1,555,550 Shares
	Mr Robert Gratton	74,075 Shares
	The above intended recipients of the SPI Shares are all sophisticated and professional investors identified by the Company in conjunction with Bell Potter Securities Limited, who acted as Lead Manager to the Placement. Mr Gratton is the Company's Chief Executive Officer and a member of the Company's Key Management Personnel. The Shares to be issued to Mr Gratton are not intended to remunerate or incentivise him in relation to his employment.
	Research Corporation became a substantial shareholder as a result of the Placement, under which it received 15,972,230 Tranche 1 Placement Shares. If Resolution 1 is approved, Research Corporation will receive 2,546,290 Tranche 2 Placement Shares. Assuming Resolutions 1-3 are all passed, Research Corporation will have acquired approximately 9.22% of the Company's shares on issue as a result of the Placement.
		If Resolution 1 is approved, Regal Funds Management Pty. Ltd. will become a substantial shareholder of the Company. Assuming Resolutions 1-3 are all passed, following the issue of the 1,620,370

	Tranche 2 Placement Shares to Regal Funds Management Pty. Ltd. it will hold approximately 5.10% of the Company's shares on issue. Other than as set out above, as far as the Company is aware none of the above intended recipients are substantial holders of the Company, related parties of the Company, a member of the Company's Key Management Personnel, an adviser to the Company or associates of those persons.
lssue price per security.	A\$0.27 per Share
Date of issue of securities.	On or around 18 January 2024, and in any event, no later than 3 months after the date of the Meeting
Intended use of funds raised from the issue of SPI Shares.	Provide funding headroom to support working capital and costs related to the Operational Review, as set out in the ASX Announcement
Voting exclusion statement.	A voting exclusion statement is included in this Notice

Board recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

2.

Background

Bonafide Wealth Management wishes to participate in the same terms and conditions as the other Placement participants. The Company proposes to issue 3,703,710 Shares to Bonafide Wealth Management under the Placement.

Resolutions 2 seeks Shareholder approval for the purposes of Listing Rule 10.11 for the issue of the Bonafide Shares to Bonafide Wealth Management.

Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 1. a Related Party;
• 1. a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
• 1. a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
• 1. an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

Prior to the Placement, Bonafide Wealth Management held approximately 18.6% of the Company's issued capital, and has an agreement with the Company allowing Bonafide Wealth Management to appoint a Director to the Board. As a result of the issue of the Tranche 1 Placement Shares, Bonafide Wealth Management's percentage holding in the Company is approximately 16.02%.

The issue of the Bonafide Shares to Bonafide Wealth Management under the Placement accordingly falls within Listing Rule 10.11.3 and does not fall within any of the exceptions in Listing Rule 10.12. Resolution 2 seeks the approval of Shareholders for the issue of the Bonafide Shares to Bonafide Wealth Management under the Placement for the purposes of Listing Rule 10.11.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Bonafide Shares to Bonafide Wealth Management under the Placement within one month after the Meeting. If Resolution 2 is passed, Bonafide Wealth Management's shareholding will increase from its current percentage holding of 16.02% to 17.2% of the issued share capital of the Company (assuming Resolutions 1 and 3 are also passed).

If Resolution 2 is not passed, Bonafide Wealth Management's shareholding in the Company will be further diluted to 15.7% (assuming Resolutions 1 and 3 are passed). The Company will not be able to proceed with the issue of the Bonafide Shares to Bonafide Wealth Management and the capital to be raised under Tranche 2 of the Placement will be reduced by A\$1,000,001.70 (being the amount which would be paid to the Company by Bonafide Wealth Management for the Bonafide Shares). A reduction in the amount of capital raised under Tranche 2 of the Placement may result in the Company needing to find other avenues to raise funding to support its working capital requirements to facilitate the right sizing of the business operations and to execute on other key focus areas of the Operational Review.

Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided to Shareholders in relation to the proposed issue of the Bonafide Shares the subject of Resolution 2:

Bonafide Shares
The name of the person.	Bonafide Wealth Management.

Which category in Listing Rule 10.11.1 - 10.11.5 the person falls within and why.	10.11.3 - Following the issue of the Tranche 1 Placement Shares, Bonafide Wealth Management currently holds 16.2% of the issued share capital of the Company and has a nominee Director on the Board of the Company, being Mr Gilbert Vergères.
The number and class of securities to be issued.	3,703,710 fully paid ordinary shares.
Date or dates on which the entity will issue the securities.	On or around Thursday, 18 January 2024 and in any event, no later than 1 month after the date of the Meeting
The price or other consideration the entity has received or will receive for the issue.	A\$0.27 per Share.
The purpose of the issue, including the use or intended use of any funds raise by the issue.	Provide funding headroom to support working capital and costs related to the Operational Review, as set out in the ASX Announcement
A voting exclusion statement.	A voting exclusion statement is included in this Notice

Board recommendation

The Directors (other than Mr Gilbert Vergères, who abstains given his position as nominee Director for Bonafide Wealth Management) unanimously recommend that Shareholders vote in favour of Resolution 2.

3.

Background

Directors Travis Dillon, Marcus Stehr and Katelyn Adams (Director Participants) wish to participate in the Placement on the same terms and conditions as the other Placement participants. Further details in respect of the proposed issue of Director Shares are set out in the table below:

Resolutions 3A, 3B and 3C seek Shareholder approval for the purposes of Listing Rule 10.11 for the issue of the Director Shares to the Director Participants.

Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a Related Party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The participation of the Director Participants in the Placement will result in the issue of Shares, which constitutes the giving of financial benefits to related parties of the Company under section 228 of the Corporations Act.

The Directors (other than Travis Dillon in relation to Resolution 3A, Marcus Stehr in relation to Resolution 3B and Katelyn Adams in relation 3C, who have a material personal interest in Resolutions 3A, 3B and 3C respectively) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolutions 3A, 3B and 3C respectively because the Shares will be issued to the Director Participants on the same terms as the Shares issued to the non-Related Party participants in the Placement, and as such, the financial benefit is on arm's length terms and within the exception in section 210 of the Corporations Act.

Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Resolution 2 above.

The issue of the Director Shares to the Director Participants under the Placement falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. Resolutions 3A, 3B and 3C seek the approval of Shareholders for the issue of the Director Participants under the Placement for the purposes of Listing Rule 10.11.

If Resolutions 3A, 3B and 3C are passed, the Company will be able to proceed with the issue of the Director Shares to the Director Participants under the Placement within one month after the date of the Meeting.

If Resolutions 3A, 3B and 3C are not passed, the Company will not be able to proceed with the issue of the Director Shares to the Director Participants under Tranche 2 of the Placement and the capital to be raised under the Placement will be reduced by A\$49,999.95 (being the amount which would be paid to the Company by the Director Participants for the purchase of the Director Shares). A reduction in the amount of capital raised under the Placement may result in the Company needing to find other avenues to raise funding to support its working capital requirements to facilitate the right sizing of the business operations and to execute on other key focus areas of the Operational Review.

Resolutions 3A, 3B and 3C are independent resolutions such that, if one (or more) of Resolutions 3A, 3B or 3C is not passed, the other Resolution(s) may still be passed. If this were to occur, the Company will only be able to proceed with the issue of the proportion of the Director Shares that were approved.

Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided to Shareholders in relation to the proposed issue of the Director Shares to the Director Participants under the Placement the subject of Resolutions 3A, 3B and 3C:

Director Shares
The names of the persons.	Travis Dillon - Chairman Marcus Stehr - Non-Executive Director Katelyn Adams - Non-Executive Director ●
Which category in Listing Rule 10.11.1 - 10.11.5 the person falls within and why.	10.11.1 - the Director Participants are each a Related Party of the Company by virtue of being a Director of the Company.
The number and class of securities to be issued to the	A total of 185,185 fully paid ordinary shares, being issued in the following proportions:
person.	· Travis Dillon will receive 92,592 Shares; · Marcus Stehr will receive 55,555 Shares; and Katelyn Adams will receive 37,038 Shares.
Date or dates on which the entity will issue the securities.	All of the Director Shares will be issued on the same date on or around Thursday, 18 January 2024 and in any event, no later than 1 month after the date of the Meeting.
The price or other consideration the entity has received or will receive for the issue.	A\$0.27 per Share, being the same issue price as Shares issued to the other participants in the Placement.
The purpose of the issue, including the use or intended use	Provide funding headroom to support working capital and costs related to the Operational Review.
of any funds raise by the issue.	The Director Shares are not intended to remunerate or incentivise the Director Participants.
A voting exclusion statement.	Voting exclusion statements are included in this Notice.

Board recommendation

The Directors (other than Travis Dillon in relation to Resolution 3A, Marcus Stehr in relation to Resolution 3B and Katelyn Adams in relation 3C) unanimously recommend that Shareholders vote in favour of Resolutions 3A, 3B and 3C.

Glossary

In this Explanatory Statement, unless the context otherwise requires:

ASX means ASX Limited ACN 008 624 691;

ASX Announcement means the announcement released by the Company to the ASX on Friday, 24 November 2023 in relation to the Placement and the Company's in-depth review of the operational structure of the business.

Board means the Board of Directors of the Company;

Bonafide Shares means the 3,703,710 Tranche 2 Placement Shares to be issued to Bonafide Wealth Management, subject to Resolution 2 being passed.

Bonafide Wealth Management means Bonafide Wealth Management AG.

Chair means the chair of the Meeting;

Company means Clean Seas Seafood Limited ACN 094 380 435;

Constitution means the existing constitution of the Company;

Corporations Act means the Corporations Act 2001 (Cth);

Director Shares means the 185,185 Tranche 2 Placement Shares to certain Directors, subject to Resolutions 3A, 3B and 3C being passed;

Directors means the directors of the Company;

Explanatory Statement means the explanatory statement accompanying the Notice;

Key Management Personnel has the same meaning as in the accounting standards as defined in section 9 of the Corporations Act (so the term broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly, including any director, whether executive or otherwise, of the Company);

Listing Rules means the official listing rules of ASX;

Meeting means the Extraordinary General Meeting of Shareholders convened by the Notice;

Notice means the Notice of Extraordinary General Meeting to which this Explanatory Statement is attached;

Placement means the A\$9,521,118.00 non-underwritten two-tranche placement of the Company as announced in the ASX Announcement;

Related Party has the meaning given to that term in section 228 of the Corporations Act;

Share means a fully paid ordinary share in the capital of the Company; and

Shareholder means a holder of a Share.

SPI Shares means the 6,574,065 Tranche 2 Placement Shares to be issued to various sophisticated and professional investors, subject to Resolution 1 being passed.

Tranche 1 Placement Shares means 24,800,440 Shares issued under the Placement on Monday, 4 December 2023.

Tranche 2 Placement Shares means 10,462,960 Shares to be issued under the Placement, subject to Resolutions 1-3 being passed.

`ONLINE SHAREHOLDERS' MEETING GUIDE 2023

Attending the AGM virtually

If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

To access the meeting:

Visit web.lumiagm.com/394931426 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Meeting ID: 394-931-426

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 3:30pm (ACDT),15th January 2024

Using the Lumi AGM platform:

The 1st page of the platform will ask in what capacity you are joining the meeting.

Shareholders or appointed proxies should select

"Shareholder or Proxyholder"

Guests should select "Guest"

CREDENTIALS

Shareholders/Proxys

Your username is your Voting Access Code and your password is your Postcode or Country Code, or, for Non-Australian residents, your 3-letter country code.

Proxy holders should obtain their log in credentials from the registrar by calling 1300 737 760

Guests

Please enter your name and email address to be admitted into the meeting.

Please note, guests will not be able to ask questions or vote at the meeting.

First Name
Last Name
Email

NAVIGATION

Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast.

If viewing on a computer the webcast will appear at the side automatically once the meeting has started.

On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.

During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.

The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.

Selecting this tab will open a list of all resolutions and their voting options.

Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.

To reduce the webcast to its original size, select the X at the top of the broadcast window.

A HOME	MESSAGING	II. VOTING	DOCUMENTS
II. Poll Open
You have vated on 0 of 2 Items
Resolution 1
Select a choice.
For	0 Against	O Abstain	O
CANCEL
Question 2
Select a choice.
Yes	No No O	O Unsure	O

To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.

To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.

There is no need to press a submit or send button. Your vote is automatically counted.

Voting can be performed at any time during the meeting until the Chair closes the poll.

QUESTIONS

Any shareholder or appointed proxy is eligible to ask questions.

If you would like to ask a question. Select the messaging tab.

Messages can be submitted at any time from the start of the meeting, up until the Chair closes the Q&A session.

Asking Audio Questions

An audio questions line is available to members and appointed proxy holders.

For shareholders and appointed proxies only. To ask a question orally: Click on the 'Request to speak' button at the bottom of the broadcast window to confirm your details. Click 'Submit Request' Follow the audio prompts to connect and you will hear the meeting while you wait to ask your question. "

Select the "Ask a Question" box and type in your message.

Once you are happy with your message, select the send icon.

Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.

the form below and then wait to be connected.
Your Name
enter your name
Your Topic or Question enter the number of questions you have and the
resolution(s) or topic(s) they relate to

Meeting ID: 394-931-426

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 3:30pm (ACDT),15th January 2024

Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

LBR Liberia

	ABW Aruba
AFG	Afghanistan
AGO	Angola
AlA	Anguilla
ALA	Aland Islands
ALB	Albania
AND	Andorra
ANT	Netherlands Antilles
	United Arab Emirates
ARE ARG	Argentina
ARM	Armenia
ASM	American Samoa
ATA	Antarctica
ATF	French Southern
ATG	Antigua & Barbuda
AUS	Australia
AUT	Austria
AZE	Azerbaijan
BD	Burundi
BEL	Belgium
BEN	Benin
BFA	Burkina Faso
BGD	Bangladesh
BGR	Bulgaria
BHR	Bahrain
BHS	Bahamas
BIH	Bosnia & Herzegovina
BLM
	St Barthelemy
BLR BLZ	Belarus Belize
BMU	Bermuda
BOL	Bolivia
BRA	Brazil
BRB	Barbados
BRN	Brunei Darussalam
BTN	Bhutan
BUR	Burma
BVT	Bouvet Island
BWA	Botswana
CAF	Central African Republic
CAN	Canada
CCK	Cocos (Keeling) Islands
CHE	Switzerland
CHL	Chile
CHN	China
CIN	Cote D'ivoire
CMR	Cameroon
COD	Democratic Republic of
	Congo
COK	Cook Islands
COL	Colombia
	COM Comoros
CPV	Cape Verde
CRI	Costa Rica
CUB	Cuba
CYM	Cayman Islands
CYP	Cyprus
CXR	Christmas Island
CZE	Czech Republic
	DEU Germany
DJI	Djibouti
DMA	Dominica
DNK	Denmark
	DOM Dominican Republic

DZA	Algeria
ECU	Ecuador
EGY	Egypt
ERI	Eritrea
ESH	Western Sahara
ESP	Spain
EST	Estonia
ETH	Ethiopia
FIN	Finland
FJI	Fiji
FLK	Falkland Islands (Malvinas)
FRA	France
FRO	Faroe Islands
FSM	Micronesia
GAB	Gabon
GBR	United Kingdom
GEO	Georgia
GGY	Guernsey
GHA	Ghana
GIB	Gibraltar
GIN	Guinea
GLP	Guadeloupe
GMB	Gambia
GNB	Guinea-Bissau
GNQ	Equatorial Guinea
GRC	Greece
GRD	Grenada
GRL	Greenland
GTM	Guatemala
GUF	French Guiana
GUM	Guam
GUY	Guyana
HKG	Hong Kong
HMD	Heard & Mcdonald Islands
HIND	Honduras
HRV	Croatia
HTI	Haiti
HUN	Hungary
IDN	Indonesia
IMN	Isle Of Man
IND	India
IOT	British Indian Ocean Territory
IRL	Ireland
IRN	Iran Islamic Republic of
IRQ	lraq
ISM	Isle of Man
ler	Iceland
SR	lsrae
ITA	ltaly
JAM	Jamaica
JEY	Jersey
JOR
	Jordan
JPN	Japan
KAZ	Kazakhstan
KEN	Kenya
KGZ	Kyrgyzstan
KHM	Cambodia
KIR	Kiribati
KNA	St Kitts And Nevis
KOR	Korea Republic of
KWT	Kuwait
LAO	Laos

LBY	Libyan Arab Jamahiriya
LCA	St Lucia
LE	Liechtenstein
LKA	Sri Lanka
LSO	Lesotho
LTU	Lithuania
LUX	Luxembourg
LVA	Latvia
MAC	Macao
MAF	St Martin
MAR	Morocco
MCO	Monaco
MDA	Republic Of Moldova
MDG	Madagascar
MDV	Maldives
MEX	Mexico
MHL	Marshall Islands
MKD	Macedonia Former Yugoslav
	Rep
MLI	Mali Mauritania
MLT
	MMR Myanmar
MNE	Montenegro
	MNG Mongolia
MNP	Northern Mariana Islands
MOZ	Mozambique Mauritania
MRT MSR	Montserrat
	Martinique
MTQ MUS	Mauritius
MWI	Malawi
MYS	Malaysia
MYT	Mayotte
NAM	Namibia
NCL	New Caledonia
NER	Niger
NEK	Norfolk Island
NGA	Nigeria
NIC	Nicaragua
NIU	Niue
NLD	Netherlands
NOR	Norway Montenegro
NPL	Nepal
NRU	Nauru
NZL	New Zealand
OMN	Oman
PAK	Pakistan
PAN	Panama
PCN	Pitcairn Islands
PER	Peru
PHL	Philippines
PLW	Palau
PNG	Papua New Guinea
POL	Poland
PRI	Puerto Rico
PRK	Korea Dem Peoples Republic
	of
PRT	Portugal
PRY	Paraguay
PSE	Palestinian Territory Occupied
PYF	French Polynesia
QAT	Qatar
REU	Reunion

RUS	Russian Federation
RWA	Rwanda
SAU	Saudi Arabia Kingdom Of
SDN	Sudan
SEN	Senegal
SGP	Singapore
કલ્ક	Sth Georgia & Sth Sandwich
	ાં ડા
SHN	St Helena
SJM	Svalbard & Jan Mayen
SLB	Solomon Islands
SCG	Serbia & Outlying
SLE	Sierra Leone
SLV	El Salvador
	San Marino
SMR
som	Somalia
SPM	St Pierre And Miquelon
SRB	Serbia
STP	Sao Tome And Principe
SUR	Suriname
SVK	Slovakia
SVN	Slovenia
SWE	Sweden
SWZ	Swaziland
SYC	Seychelles
SYR	Syrian Arab Republic Turks & Caicos Islands
TCA
TCD	Chad
TGO	Togo
THA	Thailand
TJK	Tajikistan
IKL	Tokelau
TKM	Turkmenistan
TLS	Timor-Leste
TMP	East Timor
TON	Tonga
TTO	Trinidad & Tobago
TUN	Tunisia
TUR	Turkey
TUV	Tuvalu
TWN	Taiwan
TZA	Tanzania United Republic of
UGA	Uganda
UKR	Ukraine
UMI	United States Minor
URY	Uruquay
USA	United States of America
UZB	Uzbekistan
VNM	Vietnam
VUT	Vanuatu
WLF	Wallis & Futuna
WSM	Samoa
YEM	Yemen
YMD	Yemen Democratic
YUG	Yugoslavia Socialist Fed Rep
ZAF	South Africa
ZAR	Zaire
ZMB	Zambia
ZWE	Zimbabwe

ROH Romania

All Correspondence to:

	All Correspondence to:
	By Mail	Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
	By Fax:	+61 2 9290 9655
	Online:	www.boardroomlimited.com.au
		By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT For your proxy appointment to be effective it must be recorded before 4:30am (Adelaide time) on Saturday, 13 TO VOTE ONLINE		January 2024. BY SMARTPHONE
STEP 1: VISIT https://www.votingonline.com.au/cleanseasegm2024

YOUR VOTE IS IMPORTANT

TO VOTE ONLINE BY SMARTPHONE

STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)

STEP 3: Enter your Voting Access Code (VAC):

. Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the Meeting, the Chair of the Meeting will be your proxy. If your named proxy attends the Meeting but does not vote on a poll on a resolution in accordance with your directions, the Chair of the Meeting will become your proxy in respect of that resolution. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space. You are entitled to appoint up to two proxies to attend the Meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the (b) return both forms together in the same envelope. To direct your proxy how to vote, mark one of the boxes opposite each item of business. All portion of securities are to be voted on any item by inserting the percentage or number that given item, your proxy may vote as he or she chooses (subject to any voting restrictions). If

Appointment of a Second Proxy

company's securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

your securities will be voted in accordance with such a direction unless you indicate only a you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

.

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the Meeting must have provided an "Appointment of Corporate Representative" prior to the Meeting. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

STEP 3 SIGN THE FORM

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

	QR Reader App
STEP 3 SIGN THE FORM The form must Individual: sign. you return it. Companies: signing in the appropriate place. STEP 4 LODGEMENT time) on Monday, 15 January 2024. valid for the scheduled meeting.	be signed as follows: This form is to be signed by the securityholder. Joint Holding: where the holding is in more than one name, all the securityholders should the registry. Alternatively, attach a certified copy of the Power of Attorney to this form when this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the Meeting, therefore by 4:30pm (Adelaide Any Proxy Form received after that time will not be
Proxy forms may be lodged	by one of the following methods: https://www.votingonline.com.au/cleanseasegm2024
Online By Fax
By Mail	+ 61 2 9290 9655 Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

Attending the Meeting

Refer Virtual Meeting Guide appended to the Notice of Meeting for instructions on attending the virtual meeting.

Your Address

This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities

using this form.

	PROXY FORM
STEP 1	APPOINT A PROXY
	I/We being a member/s of Clean Seas Seafood Limited (Company) and entitled to attend and vote hereby appoint:
	the Chair of the Meeting (mark box)
	OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below
voting restrictions that apply.	or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held on Monday, 15 January 2024 at 4:30pm (Adelaide time) as a virtual meetings via https://web.lumiagm.com/394931426 of that meeting (Meeting), to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit subject to any		and at any adjournment
	The Chair of the Meeting will vote all available proxies in favour of all Resolutions. If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.
STEP 2	VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.
		For	Against	Abstain
Resolution 1	Approval to issue Shares under Placement
Resolution 2	Approval to issue Shares to Bonafide Wealth Management under Placement
Resolution 3a	Approval to issue Shares to Director under Placement - Travis Dillon
Resolution 3b	Approval to issue Shares to Director under Placement - Marcus Stehr

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3

Director

Sole Director and Sole Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2024

Director / Company Secretary