Austevoll Seafood ASA

AGM Information • May 25, 2023

MINUTES OF GENERAL MEETING OF SHAREHOLDERS

The ordinary General Meeting of the shareholders of AUSTEVOLL SEAFOOD ASA was held at 10:00 hrs. on 25 May 2023, 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:

The Agenda:

• 1. Opening of the General Meeting by the Chairman of the Board of Directors.
• 1. Election of person to chair the meeting.
• 1. Election of a person to co-sign the minutes of the General Meeting.
• 1. Approval of notice and agenda.
• 1. Approval of annual accounts and Board of Directors' report for 2022. Proposal of dividend payment to the shareholders.
• 1. Report regarding corporate governance.
• 1. Stipulation of remuneration to the members of the Board of Directors, Audit and Social Responsibility and Sustainability Committee, Nomination Committee and the Company's Auditor for 2022.
• 1. Election of members of the Board of Directors and the Nomination Committee.
• 1. Authorisation to increase the Company's share capital.
• 1. Authorisation to purchase own shares.
• 1. Remuneration report for leading personnel.
• 1. Proposed amendment to the articles of association.

A detailed list of the voting results for all items on the agenda is appended to these minutes.

Opening of the General Meeting by the Chairman of the Board. 1

The general meeting was opened by the Chairman of the Board, Helge Singelstad.

The Chairman informed the meeting that 168 shareholders were present, 1 of which by web, 30 by advance votes, 19 by proxy and 118 by voting instructions. A total of 138,667,850 shares were present, which constitutes 68.40 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.

Election of person to chair the meeting. 2

The Annual General Meeting resolved the following:

Helge Singelstad was elected to chair the meeting.

Election of one person to co-sign the minutes of the General Meeting. 8

The Annual General Meeting resolved the following:

Britt Kathrine Drivenes was elected to co-sign the minutes along with the Chair.

Approval of notice and agenda. ব

The Annual General Meeting resolved the following:

The notice and proposed agenda were approved.

5 Approval of annual accounts and Board of Directors' report for 2022. Proposal of dividend payment to the shareholders.

The Chair provided a briefing on the submitted Company's annual accounts, report and the consolidated accounts for 2022 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 2022, are approved.

The Company shall pay dividends to its shareholders in the total amount of NOK 1,114,945,557, equivalent to NOK 5.50 per share. The distribution shall take place by paying equal amounts per share to those registered as shareholders of Austevoll Seafood ASA as of 25 May 2023. NOK 1,110,032,407 shall be transferred from other equity. Of the total dividend NOK 4,913,150 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 26 May 2023. The dividends shall be paid out to the shareholders on 9 June 2023.

Report regarding corporate governance. 6

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 2022, 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.

7 Stipulation of remuneration to the members of the Board of Directors, Audit and Social Responsibility and Sustainability Committee, Nomination Committee and the Company's Auditor for 2022.

The Chairman of the meeting provided a briefing on the submitted proposal by the Nomination Committee's as well as the auditor's remuneration for 2022.

The Annual General Meeting resolved the following:

• a) Remuneration to members of the Board of Directors
  • · Remuneration to the Chairman of the Board: NOK 425,000.
  • · Remuneration to other Board members: NOK 300,000.
• b) Remuneration to members of the Audit and Social Responsibility and Sustainability Committee
  • · Remuneration to the Chairman of the Audit and Social Responsibility and Sustainability Committee: NOK 100,000.
  • · Remuneration to other members of the Audit and Social Responsibility and Sustainability Committee: NOK 70,000.
• c) Remuneration to members of the Nomination Committee
  • · Remuneration to the Chairman of the Nomination Committee: NOK 45,000
  • · Remuneration to other members of the Nomination Committee: NOK 45,000
• d) Remuneration to the company's auditor The auditor's fee is stated in note 5 in Austevoll Seafood ASA's annual financial statements and totalled NOK 2,185,988 in 2022.

8 Elections of members of the Board of Directors and the Nomination Committee.

8.1 Board elections.

The Chair reported that three of the Board members are up for election this year, and they have all agreed to be re-elected. These are:

Siren M. Grønhaug, Board member. Eirik Drønen Melingen, Board member. Hege Solbakken, 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:

• 8.1 a) Siren M. Grønhaug, Board member (independent Board member), for election, 2 years.
• 8.1 b) Eirik Drønen Melingen, Board member, for election, 2 years.
• 8.1 c) Hege Solbakken, Board member (independent Board member), for election, 2 years.

The Annual General Meeting resolved the following:

Siren M. Grønhauq, Eirik Drønen Melingen and Hege Solbakken were elected for two years.

Accordingly, the Board of Directors elected by the shareholders consists of the following:

	Elected to:
Helge Singelstad (Chairman)	2024
Hege Charlotte Bakken (Deputy Chairman)	2024
Helge Møgster (Board member)	2024
Lill Maren Møgster (Board member)	2024
Siren M. Grønhaug (Board member)	2025
Eirik Drønen Melingen (Board member)	2025
Hege Solbakken (Board member)	2025
Petter Dragesund (Board member	2024

8.2 Election of the Nomination Committee.

The Chair announced that one member of the Nomination Committee, Nina Sandnes, is up for election at this General Meeting. The Nomination Committee proposed to the General Meeting that the following candidate be re-elected.

8.2 a) Nina Sandnes, for election, 2 years.

The Annual General Meeting resolved the following: Nina Sandnes was elected for two years.

Accordingly, the Nomination Committee consists of the following: Hilde Drønen, Chairman Nils Petter Hollekim Nina Sandnes

9 Authorisation to increase the company's share capital.

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.
• 1. This authorisation shall be valid until the date of the company's Ordinary General Meeting in 2024, but not later than 30 June 2024.
• 1. The shareholders' pre-emptive right to the new shares pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act may be deviated from.
• 1. The authorisation covers share capital increases against contribution in kind, cf. section 10-2 of the Norwegian Public Limited Liability Companies Act.
• 1. The authorisation does not comprise the resolution regarding mergers pursuant to section 13-5 of the Norwegian Public Limited Liability Companies Act.
• 1. The Board of Directors shall be authorised to carry out the amendments to the Articles of Association necessitated by the share capital increase.

Authorisation to purchase own shares. 10

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:

• 1. The Board of Directors is granted authorisation to acquire up to 10% of the company's shares, in accordance with the regulations in the Norwegian Public Limited Liability Companies Act Chapter 9 II.
• 1. The highest nominal value of the shares which the Board of Directors is authorised to acquire is NOK 10,135,868. The lowest price which can be paid per share is NOK 20, and the highest price is NOK 200 per share.
• 1. In order to use of the authorisation, the company must have sufficient equity as set out in section 9-3 of the Norwegian Public Limited Liability Companies Act, cf. section 8-1.
• 1. Within the framework of the Norwegian Public Limited Liability Companies Act, the Board of Directors is granted the authorisation to decide upon how to acquire and divest own shares, paying due consideration to the equal rights principle.
• 1. This authorisation shall be valid until the date of the company's Ordinary General Meeting in 2024, but not later than 30 June 2024.

11 Remuneration report for leading personnel.

The Chair made reference to the guidelines for salary and other remuneration to leading personnel. 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 leading personnel. 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 leading personnel in accordance with Section 5-6 (4) of the Norwegian Public Limited Liability Companies Act.

12 Proposal regarding amendment of the Articles of Association.

a) Amendment of article 8 of the Articles of Association

The Chair announced that on 1 July 2023, parts of the Act relating to amendments to the Limited Liability Companies Acts etc. (transparency regarding ownership and participation at the general meeting) will enter into force.

The new rules imply, among other things, that owners of nominee registered shares who wants to participate in the General Meeting must notify the company of this no later than two working days before the General Meeting, and that the company can enact a corresponding registration deadline for other shareholders in the Articles of Association.

Accordingly, the Board has proposed to the General Meeting to amend article 8 of the Articles of Association from:

"Shareholders wishing to attend at the General Meeting must notify the company within a certain time limit stated in the notice of General Meeting, which must not expire earlier than five days before the General Meeting. Shareholders failing to notify the company within the specified time limit may be denied entrance to the General Meeting."

to:

"Shareholders wishing to attend at the General Meeting must notify the company of this in advance. Advance notice to the company must have been received by the company no later than two working days before the General Meeting. Prior to sending notice of the General Meeting, the Board of Directors may set a later deadline for such advance notice."

The General Meeting adopted a resolution with more than 2/3 majority in accordance with the Board's recommendation.

Conclusion.

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, 25 May 2023

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.
• Appendix 3: Articles of Association of Austevoll Seafood ASA as of 25 May 2023

7

Appendix 1: Shareholders represented at the General Meeting 2023

Attendance Summary Report			10745-18
Austevoll Seafood ASA
AGM
25 May 2023
Registered Attendees:		4
Total Votes Represented:		138,667,850
Total Accounts Represented:		168
Total Voting Capital:		201,824,074
% Total Voting Capital Represented:		68.71%
Total Capital:		202,717,374
% Total Capital Represented:		68.40%
Company Own Shares:		893,300
	Sub Total:	4	0	138,667,850
Capacity		Registered Attendees	Registered Non-Voting Attendees	Registered Votes	Accounts
Shareholder (web)		1	0	4,900	1
Styrets leder med fullmakt		1	0	22,682	19
Styrets leder med instruksjoner		1	0	20,748,604	118
Forhåndsstemmer		1	0	117,891,664	30

Kai Roger Bamberg DNB Bank ASA Issuer Services

Appendix 2: Overview of the outcome of the votes, including the number of votes for and against the respective decisions

AUSTEVOLL SEAFOOD ASA GENERAL MEETING 25 MAY 2023

As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 25 May 2023, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows :-

		Issued voting shares: 201,824,074
	VOTES FOR	0/0	VOTES MOT /	%	VOTES AVSTAR	VOIFS TOTAL	% ISSUED VOTING	NO VOTES N MEETING
			AGAINST		ABSTAIN		SHARES VOTED
2	138,662,310	100.00	625	0.00	15	138,662,950	68.70%	4,900
3	138,662,310	100.00	625	0.00	15	138,662,950	68.70%	4,900
4	138,662,310	100.00	625	0.00	15	138,662,950	68.70%	4,900
5	138,614,131	99.96	48,804	0.04	15	138,662,950	68.70%	4,900
la)	133,704,875	96.56	4,761,870	3.44	196,205	138,662,950	68.70%	4,900
7b)	138,465,872	100.00	873	0.00	196,205	138,662,950	68.70%	4,900
7c)	138,465,881	100.00	758	0.00	196.311	138,662,950	68.70%	4,900
7d)	138,369,240	99.79	287,399	0.21	6,311	138,662,950	68.70%	4.900
8.1.a)	136,534,220	98.60	1,932,525	1.40	196,205	138,662,950	68.70%	4,900
8.1.b)	138,374,252	99.80	282,493	0.20	6,205	138,662,950	68.70%	4,900
8.1.c)	136,637,150	99.99	18,966	0.01	2,006,834	138.662.950	68.70%	4,900
8.2.a)	138,466,014	100.00	731	0.00	196,205	138,662,950	68.70%	4,900
9	138,432,745	99.83	230,190	0.17	15	138,662,950	68.70%	4,900
10	138,200,166	99.77	318,718	0.23	144,066	138,662,950	68.70%	4,900
11	115,273,106	83.14	23,383,639	16.86	6,205	138,662,950	68.70%	4,900
12a)	138,655,893	100.00	731	0.00	6,326	138,662,950	68.70%	4,900

Kai Roger Bamberg DNB Bank ASA Utsteder Service

ARTICLES OF ASSOCIATION OF AUSTEVOLL SEAFOOD ASA

(as last amended 25 May, 2023)

8 1

The name of the company is Austevoll Seafood ASA. The company is a Public Limited Liability Company.

\$ 2

The registered office of the company is in the municipality of Austevoll.

\$ 3

The objective of the company is to be engaged in production, trade and service industry, including fish farming, fishing operations and shipowning business and any business related thereto, including investments in other companies with similar objects.

84

The share capital is NOK 101,358,687 divided into 202,717,374 shares, each with a nominal value of NOK 0.50.

\$ 5

The shares of the company are freely transferable without restrictions of any kind.

The Board of Directors of the company shall consist of 5-9 Directors. The Chairman and the Deputy Chairman of the Board of Directors shall be elected by the General Meeting.

\$ 6

The Chairman and the Deputy Chairman of the Board of Directors separately, or any two Directors jointly, may sign for and on behalf of the Company. The Board of Directors may appoint a general manager and grant proxy.

The Company shall have an Election Committee which shall make proposals for election of Board Members to the General Meeting of Shareholders. The Election Committee shall consist of 3 members, who shall be elected by the General Meeting of Shareholders with a service period of 2 years.

The Ordinary General Meeting shall deal with and decide upon the following matters:

Approval of the annual accounts and the annual report, including distribution of dividend.

Approval of the group accounts and consolidated balance sheets

Any other business to be transacted at the General Meeting by law or in accordance with the Articles of Association.

58

Shareholders wishing to attend at the General Meeting must notify the company of this in advance. Advance notice to the company must have been received by the company no later than two working days before the General Meeting. Prior to sending notice of the General Meeting, the Board of Directors may set a later deadline for such advance notice.

ર્દ વે

It is not necessary to send documents which apply to items to be discussed by the General Meeting by post to the shareholders provided the documents are made available on the company's web site. The same applies to documents which legally are to be included in or enclosed with the notice of the General Meeting. However, shareholders have the right to demand receipt by post of documents relating to issues to be discussed during the General Meeting.

\$ 10

The Board of Directors may decide that shareholders may cast their votes in writing in matters to be dealt with at General Meetings in the company, during a period preceding the General Meeting. Such votes may also be cast through electronic communication. The ability to cast votes in advance is conditional upon a satisfactory method to authenticate the sender is available. The Board of Directors can establish specific guidelines for written advance voting. The notice of the General Meeting shall state whether written advance voting prior to the General Meeting is allowed, and any guidelines that are established for such voting.

8 11

Moreover, the at all times prevailing legislation on Public Limited Liability Companies is applicable.

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