AGM Information • May 29, 2024
AGM Information
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The ordinary General Meeting of the shareholders of AUSTEVOLL SEAFOOD ASA was held at 10:00 hrs. on 29 May 2024, as a digital meeting with no physical attendance for shareholders.
In accordance with the notice of the General Shareholders Meeting, the following proposals were made in regard to:
A detailed list of the voting results for all items on the agenda is appended to these minutes.
The Chairman of the Board, Helge Singelstad, opened the General Meeting, and registered the shareholders present.
According to the list a total of 152,478,734 shares and 152,478,734 votes were present, which constitutes 75.55 per cent of the Company's shares and votes.
A list of shareholders represented at the General Meeting, either in person, by advance
votes or by proxy, is appended to these minutes as Appendix 1.
A detailed list of the voting results for all items on the agenda is appended to these minutes as Appendix 2.
The Annual General Meeting resolved the following:
Helge Singelstad was elected to chair the meeting.
The Annual General Meeting resolved the following:
Britt Kathrine Drivenes was elected to co-sign the minutes along with the Chair.
The Annual General Meeting resolved the following:
The notice and proposed agenda were approved.
The Chair provided a briefing on the submitted Company's annual accounts, report and the consolidated accounts for 2023 and the Board`s dividend distribution proposal.
The Annual General Meeting resolved the following:
The Company's annual accounts and the Board of Directors' report, the Board's proposal for allocation of results for 2023, are approved.
The Company shall pay dividends to its shareholders in the total amount of NOK 912,228,183, equivalent to NOK 4.50 per share. The distribution shall take place by paying equal amounts per share to those registered as shareholders of Austevoll Seafood ASA as of 29 May 2024. NOK 908,208,333 shall be transferred from other equity. Of the total dividend NOK 4,019,850 are related to the Company`s own treasury shares, and as such not paid out. The shares of the Company shall be traded ex dividend from and including 30 May 2024. The dividends shall be paid out to the shareholders on around 12 June 2024.
The Chair made reference to the provisions of section 5-6 (5) of the Norwegian Public Limited Liability Companies Act which states that in companies which are obliged to make statement on corporate governance in accordance with section 3-3b of the Norwegian Accounting Act, the ordinary annual general meeting shall include this statement in its deliberations. In the annual report for 2023, the company has described its principles and practice for corporate governance, and reference was therefore made to the statement in the annual report. It is not foreseen that the annual General Meeting shall vote on the report, and consequently it is submitted for information.
The General Meeting took note of the report.
The Chairman of the meeting provided a briefing on the submitted proposal by the Nomination Committee to change the practice for the general meeting's stipulation of remuneration to the members of the Board of Directors, the Audit and Social Responsibility and Sustainability Committee and the Nomination Committee so that remuneration is stipulated for the period until the next Annual General Meeting, as well as the auditor's remuneration for 2023.
The Annual General Meeting resolved the following:
The Chair reported that five of the Board members are up for election this year, and they have all agreed to be re-elected. These are:
Helge Singelstad, Chairman. Hege Charlotte Bakken, Deputy Chairman. Helge Møgster, Board member. Lill Maren Møgster, Board member. Petter Dragesund, Board member.
The Nomination Committee has recommended to re-elect these Board members.
The Chair referred to the nominations from the Nomination Committee: The Nomination Committee recommends the following candidates for the Board of Directors of Austevoll Seafood ASA:
The Annual General Meeting resolved the following:
Helge Singelstad, Hege Charlotte Bakken, Helge Møgster, Lill Maren Møgster and Petter Dragesund were elected for two years.
Accordingly, the Board of Directors elected by the shareholders consists of the following:
| Elected to: | |
|---|---|
| Helge Singelstad (Chairman) | 2026 |
| Hege Charlotte Bakken (Deputy Chairman) | 2026 |
| Helge Møgster (Board member) | 2026 |
| Lill Maren Møgster (Board member) | 2026 |
| Siren M. Grønhaug (Board member) | 2025 |
| Eirik Drønen Melingen (Board member) | 2025 |
| Hege Solbakken (Board member) | 2025 |
| Petter Dragesund (Board member | 2026 |
The Chair announced that two members of the Nomination Committee, Hilde Drønen, Chairman and Nils Petter Hollekim, are up for election at this General Meeting. The Nomination Committee proposed to the General Meeting that the following candidates be re-elected.
8.2 a) Hilde Drønen, Chairman, for election, 2 years. 8.2.b) Nils Petter Hollekim, for election, 2 years.
The Annual General Meeting resolved the following: Hilde Drønen and Nils Petter Hollekim were elected for two years.
Accordingly, the Nomination Committee consists of the following: Hilde Drønen, Chairman Nils Petter Hollekim Nina Sandnes
The Board of Directors has presented a proposal for authorisation for the Board of Directors to increase the company's share capital. This proposal has been made on the grounds that the Board of Directors requires necessary freedom of action, under appropriate circumstances, to quickly access new capital for the financing of new purchases, acquisitions etc., or to issue new shares as a form of payment for potential acquisitions. Given the purpose of the authorisation, the Board of Directors must be authorised to deviate from the shareholders' pre-emptive right to the new shares.
The Annual General Meeting resolved the following:
1. The Board of Directors is granted authorisation to increase the company's share capital by up to NOK 10,135,868 by the subscription and issue of up to 20,271,737 shares each with a nominal value of NOK 0.50.
The Board of Directors has presented a proposal to the General Meeting regarding authorisation for purchase of the company's own shares. This proposal has in main been made on the grounds that own shares can, based on requirement, be used as a form of payment for potential acquisitions of other companies and similar.
The Annual General Meeting resolved the following:
The Chair made reference to the guidelines for salary and other remuneration to senior executives. The guidelines were approved by the annual General Meeting in 2021.
In accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act, the board of directors has prepared a report regarding remuneration of Company senior
executives. The report has been reviewed by the Company's auditor in accordance with section 6-16 b fourth paragraph.
In accordance with the Board of Directors' proposal, the general meeting resolved the following:
The General Meeting endorsed the Board of Director's report regarding remuneration of Company senior executives in accordance with Section 5-6 (4) of the Norwegian Public Limited Liability Companies Act.
The Chair informed the meeting that there was no further business to transact and thanked those present for their attendance.
The general meeting was thereafter declared concluded.
Storebø, 29 May 2024
____________________________ ____________________________
Helge Singelstad (s) Britt Kathrine Drivenes (s)
Appendix 1: Shareholders represented at the General Meeting
Appendix 2: Overview of the outcome of the votes, including the number of votes for and against the respective decisions, cf. the Norwegian Public Limited Liability Companies Act section 5-16.
| arreliantes Samuum I news i | |||||
|---|---|---|---|---|---|
| AUSTEVOLL SEAFOOD ASA | |||||
| AGM | |||||
| 29 May 2024 | |||||
| Registered Attendees: | 3 | ||||
| Total Votes Represented: | 152,478,734 | ||||
| Total Accounts Represented: | 368 | ||||
| Total Voting Capital: | 201,824,074 | ||||
| % Total Voting Capital Represented: | 75.55% | ||||
| Total Capital: | 202,717,374 | ||||
| % Total Capital Represented: | 75.22% | ||||
| Company Own Shares: | 893,300 | ||||
| Sub Total: | 3 | 0 | 152,478,734 | ||
| Capacity | Registered Attendees | Registered Non-Voting Attendees | Registered Votes | Accounts | |
| Shareholders (Web) | 1 | 0 | 1,168 | ||
| Board of Director with Proxys | 1 | 0 | 112,652,616 | 1 |
| Issued voting shares: 201,824,074 | ||||||||
|---|---|---|---|---|---|---|---|---|
| VOTES | % | VOTES | % | VOTES | VOTES | % ISSUED | NO VOTES | |
| FOR | MOT / | AVSTAR / | TOTAL | VOTING | IN MEETING | |||
| AGAINST | WITHHELD | SHARES | ||||||
| VOTED | ||||||||
| 2 | 152,476,756 | 100.00 | 0 | 0.00 | 810 | 152,477,566 | 75.55% | 1,168 |
| 3 | 152,476,756 | 100.00 | 0 | 0.00 | 810 | 152,477,566 | 75.55% | 1,168 |
| 4 | 152,477,506 | 100.00 | 0 | 0.00 | 60 | 152,477,566 | 75.55% | 1.168 |
| 5 | 152,385,620 | 99.97 | 48,179 | 0.03 | 43.767 | 152,477,566 | 75.55% | 1.168 |
| 7A | 149,525,482 | 98.06 | 2,951,127 | 1.94 | 957 | 152,477,566 | 75.55% | 1,168 |
| 78 | 149,524,294 | 100.00 | 750 | 0.00 | 2,952,522 | 152,477,566 | 75.55% | 1.168 |
| 7C | 152,474,671 | 100.00 | 0 | 0.00 | 2,895 | 152,477,566 | 75.55% | 1.168 |
| 7D | 152,474,671 | 100.00 | 750 | 0.00 | 2.145 | 152,477,566 | 75.55% | 1,168 |
| 7E | 152,474,671 | 100.00 | O | 0.00 | 2,895 | 152.477.566 | 75.55% | 1,168 |
| 7F | 152,474,671 | 100.00 | 0 | 0.00 | 2,895 | 152,477,566 | 75.55% | 1,168 |
| 7G | 149,642,004 | 98.14 | 2,833,277 | 1.86 | 2,285 | 152,477,566 | 75.55% | 1,168 |
| 8.1.a | 146,256,163 | 95.92 | 6,222,511 | 4.08 | 60 | 152,478,734 | 75.55% | 0 |
| 8.1.b | 146,861,181 | 96.32 | 5,617,493 | 3.68 | 60 | 152,478,734 | 75.55% | 0 |
| 8.1.C | 146,489,378 | 96.07 | 5,989,296 | 3.93 | 60 | 152.478.734 | 75.55% | 0 |
| 8.1.0 | 144,265,839 | 94.61 | 8,212,835 | 5.39 | 60 | 152.478.734 | 75.55% | 0 |
| 8.1.e | 147,192,906 | 96.53 | 5,285,768 | 3.47 | 60 | 152,478,734 | 75.55% | 0 |
| 8.2.a | 152.377.634 | 99.93 | 100.290 | 0.07 | 810 | 152.478.734 | 75.55% | 0 |
| 8.2 b | 152,377,534 | 99.93 | 100,390 | 0.07 | 810 | 152,478,734 | 75.55% | 0 |
| 9 | 152,476,281 | 100.00 | 2,388 | 0.00 | 65 | 152.478.734 | 75.55% | 0 |
| 10 | 152,349,134 | 99.97 | 48,179 | 0.03 | 81,421 | 152,478,734 | 75.55% | 0 |
| 11 | 122,978,510 | 80.65 | 29,496,256 | 19.35 | 3,968 | 152,478,734 | 75.55% | 0 |
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