Barramundi Limited, Annual Meeting 2025

21 October 2025

Barramundi Limited (BRM)

The company will hold its Annual Shareholders Meeting at 10.30am Friday 31 October 2025.

The location is Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland.

You can also join the meeting online at this link.

Company Overview

The company was founded by Carmel Fisher in 2006 and listed on the NZX the same year. It invests in companies on the ASX, and is managed by Fisher Funds Management Ltd. Total funds are $219m, up from $212m in FY24. The top five investments are CSL 7%, Wisetech 7%, Seek 5%, Brambles 6, and Macquarie 5%.

Carol Campbell, who has served since June 2012, will retire from the Board 31 December 2025. Dan Coman was appointed to the Board 1 October 2025.

Current Strategy

The key investment objectives of Barramundi are to:

• achieve a high real rate of return, comprising both income and capital growth, within risk parameters acceptable to the directors; and
• provide access to a diversified portfolio of Australian quality, growth stocks through a single tax efficient investment vehicle.

Previous Year Shareholder Meeting

NZSA recorded the following key items at last year’s annual shareholder meeting:

1. Performance for the year was down on the previous year.
2. Gross performance was 17.4%, compared with benchmark S&P/ASX200 hedged to 70% to NZ$ of 12.8%.
3. Dividends were maintained at 2% of NAV per quarter (8% pa.)

The meeting report is available at this link.

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

Forward looking statements are inherently fallible.

Information on www.nzshareholders.co.nz and in this document may contain forward-looking statements and projections. For any number of reasons, the future could be different – potentially materially different. For example, assumptions may be wrong, risks may crystallise, unexpected things may happen. We give no warranty or representation as to any future financial performance or any other future matter. We may not update our website and related materials for changes.

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Information included on www.nzshareholders.co.nz and in this document is for information purposes only. It is not an offer of financial products, or a proposal or invitation to make any such offer. It is not financial advice and does not take into account any person’s individual circumstances or objectives. Prior to making any investment decision, NZSA recommends that you seek professional advice from a licensed financial advice provider.

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  Excellent disclosure.

Director Share Ownership:  Directors are required to apply 10% of their fees to purchase shares on market until they hold 50,000 shares as a minimum. In general, while NZSA encourages share ownership by independent directors, it does not support compulsion as this reduces the pool of available Directors, may compromise independence, and removes the ‘market signal’ associated with share purchases.

In mitigation, however, we note that only 10% of director fees each year must be applied to the purchase of shares.

CEO Remuneration:  The company is externally managed by Fisher Funds Management Ltd. In simple terms, the management fee is based on 1.25% of the gross asset value of the fund, with a performance fee based on the NZ 90 Day Bank Bill rate + 7%. We note the absence of any relationship to an Australian market benchmark in the fee structure.

Director Independence:  All Directors are independent.

Board Composition:  The company offers a clear skills matrix that articulates how individual directors add value to the Board and to the company.

We have previously noted that both Carol Campbell and Fiona Oliver have significant other Board roles. Carol is a Director of the three Fisher Fund Listed Investment companies (LIC’s), and two other NZX companies and a Director of NZ Post. Fiona is a Director of six NZX companies (including the three LIC’s) and a Guardian of NZ Superannuation.

NZSA policy is that Directors should not have more than five NZX or equivalent roles to ensure they have the necessary time to carry out their duties. We have discussed this with both Directors, with Fiona Oliver providing extensive supporting evidence to describe her workload and its impacts.

We welcome the recent appointment of Dan Corman as a means of enabling meaningful succession at the company.

The nature of the company’s board indicates a commitment to thought, experiential and social diversity, with relevant experience for Barramundi.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

As noted above, Carol Campbell is retiring 31 December 2025 after having served since 2012. The Chair, Andy Coupe has served since March 2013. NZSA is comfortable that there is sufficient evidence to indicate that succession planning is active.

ASM Format: Barramundi Limited is holding a ‘hybrid’ meeting, (i.e., physical, and virtual), a format preferred by NZSA as a way of promoting shareholder engagement while maximising participation.

Independent Advice for the Board & Risk Management:  NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. We also look to see Boards are across their risk management responsibilities.

The Annual Report notes that the Audit and Risk Committee can hold meetings directly with the Manager and that the Board have access to key staff of the Manager. The Board Charter notes that Directors can seek independent external professional advice to support decision-making, with the prior approval of the Chair.

As a listed investment company (LIC) focused on public company investments, Barramundi provides some overview statements on the risks affecting global equity markets.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence: Good disclosure.

Audit Rotation:  The company ensures the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules. NZSA expects disclosure of the appointment and rotation of the Lead Audit Partner. PWC was appointed audit firm in 2008 shortly after listing on the NZX. Whilst we are aware of the constraints around the rotation of audit firms, we would expect some disclosure around the process to review the audit firm and test the market as regards audit fees.

Environmental Sustainability

Overall approach: FY25 is Barramundi’s second year of mandatory Climate-Related Disclosures. Barramundi continues to rely on adoption provisions, including for the disclosure and assurance of Scope 3 emissions. The disclosures remain focused on financed emissions rather than operational impacts, which is appropriate for an investment fund. Broader environmental issues are not a focus of the report, given Barramundi’s narrow scope; however, its investment manager, Fisher Funds, integrates ESG considerations into portfolio decisions. Overall, the company demonstrates compliance, but capability development is still underway.

Sustainability Governance: The Barramundi board and its Audit and Risk Committee retain oversight of climate disclosures. Day-to-day responsibility lies with Fisher Funds, which has an ESG Committee and a Responsible Investment team. The board skills matrix identifies “Environment and corporate social responsibility” as a capability, showing climate considerations are recognised at the governance level.

Strategy and Impact: Barramundi’s strategy focuses on managing financed emissions through stock selection and engagement with investee companies. The investment manager applies exclusions, integrates climate risk into research, and engages on Science-Based Targets and decarbonisation. Scenario analysis and transition planning are included, but there is no adaptation roadmap, as Barramundi itself has no direct operational footprint.

Risk and Opportunity: Risks and opportunities are disclosed across physical, transition, and portfolio investment categories. Opportunities include exposure to renewable energy and companies adopting low-carbon technologies. Transition and physical risks are acknowledged in relation to investee companies, rather than Barramundi’s own operations.

Metrics and Targets: Barramundi discloses portfolio Scope 1 and Scope 2 emissions, and financed emissions methodology, with comparative data to FY24. Metrics include carbon footprint, weighted average carbon intensity, and the proportion of portfolio companies with Science-Based Targets. Targets are defined in terms of increasing SBT coverage, though FY25 shows a decline in coverage compared to FY24. No explicit quantitative reduction targets are disclosed for the portfolio as a whole, and there is no pathway for Scope 3 at this stage.

Assurance: The FY25 climate statement has not been subjected to external assurance. The report states that independent limited assurance will be sought in future reporting cycles.

NZSA encourages Barramundi to bring assurance into scope to improve confidence in the quality of climate disclosures.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  Whist no donations were made during the year, NZSA expects explicit disclosure around whether political donations are made.

Financial & Performance

Barramundi’s share price rose from $0.68 to $0.69 (as of 8^th October 2024) over the last 12 months – a 1% rise. This compares unfavourably with the NZX 50 which rose 7% in the same period. The capitalisation of BRM is $235m placing it 62^nd out of 115 companies on the NZX by size and makes it a mid-sized company.

¹ per share figures based off actual shares at balance date (not weighted average)

Barramundi are an actively managed and listed investment company (LIC). BRM invest exclusively in Australian listed investments. You can view the BRM portfolio as at 30 June 2025 on page 15 of their Annual Report.

As BRM is an LIC, the only metric that is of any value is NTA. NTA for BRM decreased from $0.76 to $0.71 for the year, a 7% decrease. Of note, BRM which consistently used to trade at hefty premiums to NTA, now trade at a small 2% discount to NTA (as at 30 June). We note that the NTA value is at odds with the growth in the ASX market over the same period.

Revenue is a largely irrelevant measure as this is dominated by the Change in Fair value of Financial Assets and Liabilities. This measures the underlying change in the value of their listed portfolio. This change is dependent on the movement of market prices in the underlying investments.

Dividends increased in 2025, up 2% to $0.06 per share. Dividends are fully imputed. BRM have maintained their company’s policy to pay dividends of 2% of Net Asset Value (NAV) per quarter.

The company’s register is very widely held with the top shareholder holding 2.82% of the company and the top 20 shareholders hold 16.69% in aggregate.

On the 11^th September 2025 Barramundi released a monthly update. This 4-page update contains a range of interesting metrics.

Resolutions

Fiona Oliver was appointed to the Board 1 June 2022. She is an experienced director, with governance roles across a range of business sectors, including infrastructure (renewable energy, natural gas), technology, retirement villages, professional and financial services, and sport. She is a director of Kingfish and Marlin Global. Fiona is also a director of Gentrack Group Limited, Clarus Group, Freightways Limited, Summerset Holdings Limited, Wynyard Group Limited (in liquidation) and a board member of the Guardians of the New Zealand Superannuation Fund. Fiona’s Executive roles included Chief Operating Officer of Westpac NZ’s investment arm, BT Funds Management, and General Manager of AMP NZ’s Wealth Management division. In Sydney and London, Fiona managed the Risk and Operations function for AMP’s private capital division. Prior to this, Fiona was a senior corporate and commercial solicitor in New Zealand and overseas, specialising in mergers and acquisitions. Fiona is a Chartered Fellow of the Institute of Directors and a member of Global Women. Fiona was awarded the Beacon Award by the New Zealand Shareholders Association.

We will vote undirected proxies IN FAVOUR of this resolution.

Dan Coman was appointed to the Board 1 October 2025 and is therefore required to offer himself for election. He was the Deputy CFO for Insurance Australia Group (IAG) in Australia, the country’s largest insurer, which also has a significant business in New Zealand. He was accountable for all finance functions, including group financial planning and performance, external statutory, regulatory reporting and investor reporting, financial control and governance, treasury, taxation, and reinsurance. Previously, Dan was Chief Financial Officer for IAG New Zealand. Dan’s earlier background provided him with considerable exposure to the wealth management and funds management sectors, working for leading companies such as Barclays Wealth Management and Schroders Investment Management.

We will vote undirected proxies IN FAVOUR of this resolution.

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://www.investorvote.com.au/

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 10.30am Wednesday 29 October 2025.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA