Notice pursuant to Financial Markets Conduct Regulations

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Barramundi Limited
Warrant Terms
At a Glance
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

Timetable
RECORD DATE
21 November 2016
ALLOTMENT OF WARRANTS
22 November 2016
QUOTATION DATE OF WARRANTS
23 November 2016
MAILING OF WARRANT STATEMENT OF
HOLDINGS*
25 November 2016
FINAL DATE FOR TRADING WARRANTS
22 November 2017
EXERCISE DATE
24 November 2017
SHARE ALLOTMENT DATE
28 November 2017
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
1.1 The issuer of the Warrants, and any Shares
issued on exercise of Warrants, is Barramundi.
2. Grant of Warrants
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.
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.
2.3 No subscription amount is payable by a
Shareholder to receive a grant of Warrants
pursuant to clause 2.1.
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.
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 on-
market 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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5. No voting, dividend or distribution rights
5.1 A Warrant does not entitle the Warrant holder to:
a. vote at a meeting of Shareholders;
b. participate in any dividends on Shares declared
by the Directors; or
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
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.
8. 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
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:
EP
new
= EP
old
— ————————
EP
new
= the new Exercise Price of the Warrants
EP
old
= the old Exercise Price of the Warrants
E = the number of Shares into which one
Warrant is exercisable
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.
E[AP — (S+D)]
(N+1)

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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
EXERCISE PRICE $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
INDEPENDENT An investment banker, chartered
EXPERT 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
BARRAMUNDI Barramundi Limited
LISTING RULES The Main Board listing rules of NZX
as in force from time to time
MAIN BOARD 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.
MINIMUM 500 Warrants
HOLDING
NZX NZX Limited. NZX is a licensed
market operator under the Financial
Markets Conduct Act 2013.
REGISTRAR The share registrar of Barramundi
as at the date of grant of the
Warrants, being Computershare
Investor Services Limited
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
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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27 November 2017


Notice pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations
2014

Barramundi Limited (Barramundi) gives notice under clause 20(1)(a) of schedule 8 to the Financial
Markets Conduct Regulations 2014 (the Regulations) that it proposes to make an offer (the Offer)
for the issue of ordinary shares (the Shares) on exercise of the Barramundi warrants (exercise date
24 November 2017) in reliance on the exclusion in clause 19 of schedule 1 to the Financial Markets
Conduct Act 2013. The main terms of the Offer and the Shares are set out in the attached Warrant
Terms.

As at the date of this notice, Barramundi is in compliance with:

a) the continuous disclosure obligations that apply to it in relation to ordinary shares in Barramundi
and there is no information that is “excluded information” as defined in clause 20(5) of schedule
8 to the Regulations; and

b) its financial reporting obligations (as defined in the Regulations).

The Offer is not expected to have any material effect or consequence on the control of Barramundi.

/ends

For further information, please contact:

Kate Teppett
Assistant Corporate Manager, Barramundi
09 484 0352