AGM Information • May 10, 2023
AGM Information
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To the shareholders in Mowi ASA
Notice is hereby given of Mowi ASA's annual general meeting:
| Date: | 1 June 2023 |
|---|---|
| Time: | 11:00 CEST |
Venue: Digital meeting
The general meeting will be held as a digital meeting only through Lumi. To participate electronically, please use the following link: dnb.lumiagm.com/127047232.
The reference number and PIN codes required to access the virtual meeting can be obtained either by logging onto VPS Investor Services (www.euronextvps.no) or from the attached proxy form sent to each shareholder. Further information regarding participation in the virtual meeting is included in the guide for digital participation which is available on the Company's website www.mowi.com. Shareholder rights may also be exercised by advance voting or by providing a proxy.
The general meeting will be opened by the chairman of the board of directors, Ole-Eirik Lerøy.
After the opening of the meeting a register will be taken of shareholders attending in person or by proxy.
The board of directors proposes that Tone Østensen is elected to chair the meeting, and that a person present at the general meeting is appointed to co-sign the minutes.
The company's CEO, Ivan Vindheim, will provide a briefing on the business of the Mowi group.
The financial statements and the board of directors' report for 2022 for Mowi ASA and the Mowi group are included in the annual report for 2022. The annual report is available on the company's website www.mowi.com.
Pursuant to section 5-6 (5) of the Public Limited Companies Act, the general meeting must discuss the board of directors' report regarding corporate governance. The board of directors' report is included in the annual report for 2022, which is available on the company's website www.mowi.com. The statement is not subject to a vote.
The board of directors asks the general meeting to approve allocation of up to 1.8 million options under the company's share option scheme for senior management that was approved by the annual general meeting held on 13 June 2022.
In accordance with section 6-16 b. of the Norwegian Public Limited Liability Companies Act, the board of directors has prepared a remuneration report for executive management of the company for 2022. The remuneration report is available at the company's website www.mowi.com. The general meeting is asked to cast an advisory vote on the remuneration report and the board of directors proposes that the general meeting endorses the remuneration report.
The nomination committee's proposal for remuneration to the board members for the period 2023/2024 is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.mowi.com.
The nomination committee's proposal for remuneration to the members of the nomination committee for the period 2023/2024 is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.mowi.com.
The fee is set out in note 6 in the disclosure notes part of Mowi ASA's financial statements for 2022 which are included in the annual report for 2022. The board of directors recommends that the fee be set accordingly. The annual report is available on the company's website www.mowi.com.
The election period for Ole-Eirik Lerøy, Kristian Melhuus and Lisbet K. Nærø expire at the annual general meeting. In addition Michal Chalaczkiewicz has informed the nomination committee that he wishes to resign from the position as board member effective from the annual general meeting in 2023.
The Nomination Committee proposes that Ole-Eirik Lerøy, Kristian Melhuus and Lisbet Karin Nærø are re-elected as board members for a two-year term. Ole-Eirik Lerøy is re-elected as the chairperson and Kristian Melhuus is elected as deputy chairperson.
If the nominees are elected, the shareholder elected members of the Company's board will be: Ole-Eirik Lerøy (Chairperson); Kristian Melhuus (Deputy Chairperson); Kathrine Fredriksen; Renate Larsen; Peder Strand; and Lisbet Karin Nærø. The Nomination Committee considers all shareholder-elected board members to be independent, except Kathrine Fredriksen and Peder Strand, who are associated with Geveran Trading Co. Ltd.
The nomination committee's proposal with an explanatory statement is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.mowi.com.
The election period for Merete Haugli and Ann Kristin Brautaset expire at the annual general meeting. The nomination committee proposes that Merete Haugli and Ann Kristin Brautaset are re-elected as members of the nomination committee for a two-year term.
If the nominees is elected, the nomination committee will consist of the following members:
Anne Lise Ellingsen Gryte, Chairperson
Merete Haugli
Ann Kristin Brautaset
The nomination committee's proposal with an explanatory statement is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.mowi.com.
Reference is made to the company's strategy on quarterly distribution of dividends, if deemed appropriate based on the company's financial situation. To facilitate distribution of dividends throughout the year, the board of directors proposes the following resolution:
"The board of directors is authorised under section 8-2 (2) of the Public Limited Companies Act to approve the distribution of dividends based on the company's annual accounts for 2022. The authorisation includes distribution in the form of repayment of paid-in capital.
The authorisation may be used to approve the distribution of dividends up to an aggregate amount that may not exceed NOK 7,500,000,000.
The authority is valid until the annual general meeting in 2024, however no longer than 30 June 2024."
At the annual general meeting in 2022, the board of directors was authorised to purchase the company's own shares with a nominal value of up to NOK 387,833,318. The authorisation is valid until the annual general meeting in 2023, however no longer than 30 June 2023. The amount represented approx. 10% of the company's share capital at that time. The board of directors has used its authorisation to purchase 1,170,034 shares in the market at an average price of NOK 214.56 per share. The purchases were made in connection with the company's settlement of share options to senior executives and the share purchase programme for employees within the scope of section 5-14 of the Norwegian Tax Act.
The board of directors wishes to continue to be able to purchase the company's shares in situations where this is considered beneficial to the shareholders. The board of directors proposes that the general meeting grants a new authorisation to the board of directors to acquire shares in the company with a total nominal value of up to 10% of the company's current share capital.
The board of directors thus proposes the following resolution:
"The board of directors is authorised under section 9-4 of the Public Limited Companies Act to acquire shares in the company ("own shares") on behalf of the company with a total nominal value of up to NOK 387,833,318. Subject to this aggregate amount limitation, the authority may be used on more than one occasion.
When acquiring own shares, the consideration per share may not exceed NOK 500 and may not be less than the shares' nominal value of NOK 7.50.
The authorisation covers all forms of acquisitions of shares in the company and the encumbering of these per agreement. Shares purchased in accordance with this authorisation may be cancelled or divested in any way, including sales in the open market and as consideration in transactions.
The general principles of equal treatment must always be observed in relation to transactions with shareholders based on the authorisation granted.
If the par value of the company's shares changes during the term of this authority, the scope of the authority will change accordingly.
The authority is valid until the annual general meeting in 2024, however no longer than 30 June 2024."
As of this date, Mowi ASA does not hold any own shares.
At the annual general meeting in 2022, the board of directors was authorised to increase the company's share capital by up to NOK 387,833,318 provided that the combined number of shares that are issued pursuant to this authorisation and the authorisation to issue convertible loans shall not in aggregate exceed 10% of the company's share capital. The authorisation is valid until the annual general meeting in 2023, however no longer than 30 June 2023. The amount represented approx. 10% of the company's share capital at that time.
At the annual general meeting in 2022, the board of directors was also authorised to take up convertible loans with a total principal amount of NOK 3,200,000,000. Upon conversion the company's share capital can be increased by up to NOK 387,833,318 provided that the combined number of shares that are issued pursuant to this authorisation and the authorisation to issue new shares shall not in aggregate exceed 10% of the company's share capital. The authorisation is valid until the annual general meeting in 2023, however no longer than 30 June 2023.
The board of directors proposes to renew the authorisations, so that the share capital in each case can be increased by a nominal amount of up to NOK 387,833,318 corresponding to approx. 10% of the current share capital, provided that the combined number of shares that are issued pursuant to the two authorisations shall not in aggregate exceed 10% of the company's current share capital.
Similar to previous authorisations, the purpose of the authorisations is to provide the board of directors with financial flexibility (i) to finance further growth, (ii) to offer shares or convertible loans to finance acquisitions, (iii) to offer shares as consideration in acquisitions where this is deemed a favourable form of settlement to the company and (iv) to simplify the procedure in connection with capital increases to fulfil the company's obligations under its share option scheme for senior executives and the share purchase programme for employees.
To obtain flexibility, the board of directors proposes that the authorisations include the right to set aside the shareholders' pre-emptive rights.
Based on the above, the board of directors proposes the following resolution:
"The board of directors is authorised under section 10-14 of the Public Limited Companies Act to increase the company's share capital by up to NOK 387,833,318, provided that the combined number of shares that are issued pursuant to this authorisation and the authorisation in agenda item 15 (B) shall not in aggregate exceed 10% of the company's current share capital. Subject to this amount limitation, the authorisation may be used on more than one occasion.
The pre-emptive rights of the shareholders under the Public Limited Companies Act section 10-4 may be set aside.
The authorisation covers capital increases against cash and non-cash contributions. The authorisation covers the right to impose special obligations on the company as provided in section 10-2 of the Public Limited Companies Act. The authorisation covers resolutions on mergers as provided in section 13-5 of the Public Limited Companies Act. If the contribution is to be made by a transfer of non-cash assets to the company, the board of directors may decide that such assets are transferred to a subsidiary subject to a corresponding settlement taking place between the subsidiary and the company.
The authorisation is valid until the annual general meeting in 2024, however no longer than 30 June 2024."
Based on the above, the board of directors proposes the following resolution:
"The board of directors is authorised under section 11-8 of the Public Limited Companies Act to take up convertible loans with a total principal amount of up to NOK 3,200,000,000. Subject to this total amount limitation, the authorisation may be used on more than one occasion.
Upon conversion of loans taken up pursuant to this authorisation, the company's share capital may be increased by up to NOK 387,833,318, provided that the combined number of shares that are issued pursuant to this authorisation and the authorisation in agenda item 15 (A) shall not in aggregate exceed 10% of the company's current share capital.
The pre-emptive rights of the shareholders under section 11-4 cf. section 10-4 of the Public Limited Companies Act may be set aside.
The authorisation is valid until the annual general meeting in 2024, however no longer than 30 June 2024."
_____ o 0 o _____
The general meeting will only be held as a digital meeting with electronic voting, with no physical attendance for shareholders. The details for participation are set out in a separate guide for online participation, which is available at the Company's website.
The online remote participation is being organised by DNB Bank ASA, Registrar's Department and its supplier Lumi. By participating online via Lumi shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow the live webcast. No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.
Shareholders who do not wish to participate in the online general meeting in person have the right to be represented by proxy. If so, a written and dated proxy form must be received by DNB Bank ASA Securities Service no later than 31 May 2023 at 16:00 hours (CEST). A proxy form, with instructions on how to use it, is attached as an appendix to this notice. Identity papers of both the proxy and the shareholder, and a company certificate if the shareholder is a legal entity, must be enclosed with the completed proxy form.
The proxy form may be sent electronically through the company's website www.mowi.com or through VPS Investor Services. To submit a proxy form through the company's website, the supplied PIN code and reference number must be entered. Alternatively, the forms may be sent by email to [email protected] or by ordinary mail to DNB Bank ASA Securities Services, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Proxies with voting instructions to the Chairperson of the board of directors cannot be submitted electronically, and must be sent to [email protected] (scanned form) or by regular mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
A shareholder who cannot attend the general meeting may prior to the general meeting cast a vote on each agenda item via www.mowi.com and VPS Investor Services (PIN code and reference number from this notice of general meeting is required). The deadline for prior voting is 31 May 2023 at 16:00 hours (CEST). Until the deadline, votes already cast may be changed or withdrawn.
A shareholder is entitled to vote in proportion to the number of shares the shareholder owns. The number of shares registered in the name of the shareholder in the company's shareholders' register in the Central Securities Depository (VPS) at the time of the general meeting is adequate documentation of the shareholding. If the shareholder has acquired shares shortly before the general meeting, the voting right cannot be exercised unless the acquisition has been registered in VPS or the acquisition has been reported to VPS and is duly documented at the general meeting.
Neither the beneficial shareholder nor a nominee is entitled to vote for shares that are registered at a VPS account belonging to a nominee, cf. section 4-10 of the Public Limited Companies Act. In order to vote for shares held through a nominee, such shares must be re-registered from the nominee to the beneficial shareholder before the date of the general meeting. Shares that are still registered on a nominee's account at the date of the general meeting will not carry any voting rights.
Mowi ASA is a Norwegian public limited liability company governed by Norwegian law, including the Public Limited Companies Act and the Securities Trading Act. As of the date of this notice, the company has issued 517,111,091 shares, each of which carries one vote. The shares also carry equal rights in all other respects. As of the date of this notice, the company does not hold any own shares.
A shareholder may have items included on the agenda of the general meeting, provided that each such item is forwarded in writing to the board of directors, together with a draft resolution or arguments why the item should be included, no later than 7 days prior to expiry of the deadline for submitting a notice to the general meeting.
A shareholder may bring an advisor to the general meeting and let one advisor speak on its behalf.
A shareholder may require that board members and the managing director provide available information which may influence the assessment of (i) the financial statements and the annual report, (ii) the items submitted for the shareholders' voting, (iii) the company's financial situation, including any business activities the company conducts in other companies, and (iv) other matters to be discussed by the general meeting, unless the required information cannot be provided without causing undue harm to the company.
This notice and the documents referred to herein are available on the company's website www.mowi.com. This document and the other documents referred to in the notice will be sent free of charge by ordinary mail to those shareholders who so request. If a shareholder wishes to receive the documents not enclosed with the notice by ordinary mail, the company can be contacted by telephone on +47 21 56 23 12, or by email to [email protected].
Bergen, 10 May 2023
for the board of directors in Mowi ASA
Ole-Eirik Lerøy Chairman
The nomination committee (the "Nomination Committee") of Mowi ASA (the "Company") consists of the following members: Anne Lise E. Gryte (Chair); Ann Kristin Brautaset and Merete Haugli.
Information on the Nomination Committee's mandate is available on the Company's website. The Nomination Committee is elected for a period of two years. Merete Haugli and Ann Kristin Brautaset are up for election on this year's general meeting.
Since the 2022 annual general meeting, the Nomination Committee has held 12 meetings, including individual meetings with all members of the board of directors (including the employee-elected board members). In addition, the Nomination Committee has met with the Company's CEO and sought input directly from Mowi's largest shareholders. Mowi has also posted contact information for the Nomination Committee on its website to facilitate shareholders' direct input to the Nomination Committee. The Nomination Committee has not received any such input in this period. The Nomination Committee would like to emphasize that it appreciates input from all shareholders, and that shareholders are invited to contact the Nomination Committee. The Nomination Committee is of the view that it has had sufficient resources and expertise in its work.
The Committee is updated on the Company's business, strategy and organisation through available information and discussions with the board members and management. Based on this, the Nomination Committee has evaluated the board's work and dynamics, qualifications, experience and any necessary or desired additional competences or resources. The Committee has also received the board's own evaluation of its work.
The Nomination Committee strives to achieve a balance between continuity and renewal, that the board members keep updated and that they have high competence, insight and understanding of Mowi's business. When it comes to competence, the Nomination Committee is of the view that the board should have a diversified composition covering all relevant areas of competence, including in-depth business knowledge, strategy, finance, accounting, industry, branding, sales, marketing and international experience. Further, the board must satisfy the requirements on gender representation set out in the Public Limited Liability Companies Act. In addition to gender balance, the Nomination Committee consider it important to have diversity among the board members regarding age, education, professional experience and geographic experience. The Nomination Committee considers the number of board members to be appropriate.
For the period 2022-2023, the Company's board has comprised the following shareholder-elected members: Ole-Eirik Lerøy (Chairperson); Kristian Melhuus (Deputy Chairperson); Kathrine Fredriksen; Lisbet Karin Nærø; Peder Strand; Renate Larsen and Michal Chalaczkiewicz. In addition, the board has consisted of three employee-elected board members.
Based on the discussions with the board members and the CEO, the Nomination Committee is of the opinion that the board members are highly qualified and have different backgrounds, which means that they complement each other.
The Nomination Committee's recommendation is:
Ole-Eirik Lerøy (Chairperson), Kristian Melhuus (Deputy Chairperson) and Lisbet Karin Nærø are up for election in this year's general meeting. In addition, Michal Chalaczkiewicz informed the Nomination Committee that he wishes to resign from this position as board member effective from the annual general meeting in 2023. The Nomination Committee would like to thank Michal Chalaczkiewicz for his efforts and contribution to the board.
The Nomination Committee proposes the following:
Accordingly, the Nomination Committee proposes that the Company's board for the period 2023-2024 consists of the following shareholder-elected board members: Ole-Eirik Lerøy (Chairperson); Kristian Melhuus (Deputy Chairperson); Kathrine Fredriksen; Lisbet Karin Nærø; Peder Strand and Renate Larsen.
The Nomination Committee considers all board members to be independent in accordance with the Norwegian Code of Practice for Corporate Governance, except Kathrine Fredriksen and Peder Strand, who are connected with Mowi's largest shareholder, Geveran Trading Co. Ltd.
The Nomination Committee assesses that the board members give a composition of the board that ensures that it can attend to the common interests of all shareholders and meets the requirements for the Company's needs for expertise, experience, capacity and diversity.
CVs for the members of the board are available on the Company's website: https://mowi.com/investors/corporate-governance/leadership/.
* * *
The Nomination Committee has reviewed the board's current remuneration level and structure. The Nomination Committee proposes an increase of approximately 5% for the board members and the chairperson (rounded). The reason for the proposed increase is that the Nomination Committee wishes to increase the remuneration in line with the consumer price index. Based on this, the Nomination Committee makes the following proposal to the Company's general meeting:
| Chairperson | NOK 1 540 000 (1 470 000) |
|---|---|
| Deputy Chairperson | NOK 798 000 (756 000) |
| Board members | NOK 590 000 (562 000) |
The Nomination Committee wishes to facilitate board members owning shares in Mowi, as is recommended in the Norwegian Corporate Governance Code, stating that shareholder ownership should be encouraged. On this basis, all members of the board should, in the period up to the next annual general meeting, spend at least NOK 100 000 of their respective remuneration, less any income tax payable on such amount, to acquire shares in the Company.
| Chairperson | NOK 160 000 (160 000) | ||
|---|---|---|---|
| Members | NOK 105 000 (105 000) | ||
| * * * |
The Chair of the Nomination Committee, Anne Lise E. Gryte, is not up for election this year.
Both members of the Nomination Committee are up for election this year. It is proposed that Merete Haugli and Ann Kristin Brautaset are re-elected for a new two-year term.
The Nomination Committee recommends that the remuneration to the Nomination Committee is increased in line with the increase proposed to the members of the board. The Nomination Committee thus proposes the following remuneration to its members for the period 2023-2024:
| Chair: | NOK 120 000 (115 000) |
|---|---|
| Member: | NOK 65 000 (60 000) |
* * *
This recommendation of the Nomination Committee is unanimous.
Oslo, 28 April 2023
On behalf of the Nomination Committee of MOWI ASA
Anne Lise E. Gryte (sign.)
Annual General Meeting in Mowi ASA will be held on 1 June 2023, at 11.00 am (CEST) as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: _______________ and vote for the number of shares registered in Euronext per Record date 31 May 2023.
Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
Step 1 – Register during the enrollment/registration period:
You will see your name, reference number, PIN-code and balance. At the bottom you will find these choices:
Step 2 – On the day of the general meeting:
Online participation: Please login through https://dnb.lumiagm.com/127047232 You must identify yourself using the reference number and PIN-code from VPS – see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (8:00 am-3:30 pm).
If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by postal service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Registration of advance votes, proxies and instructions must be received no later than 31 May 2023 at 4:00 pm (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate. *Will be unsecured unless the sender himself secures the e-mail.
_____________________________________ shares would like to be represented at the general meeting in Mowi ASA as follows (mark off):
___________________________________________________________________
☐ Open proxy to (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)
(enter the proxy solicitor's name in the block letters)
Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (8:00 am-3:30 pm) for login details.
Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy determines the voting.
| Agenda for the Annual General Meeting 1 June 2023 | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | a – Election of a chairperson | | | |
| 1. | b – Election of person to countersign the minutes together with the chairperson | | | |
| 2. | Approval of the notice and the proposed agenda | | | |
| 3. | Briefing on the business | No voting | ||
| 4. | Approval of the financial statements and the board of directors' report for 2022 for Mowi ASA and the Mowi group, including allocation of the result of the year |
| | |
| 5. | The board of directors' statement regarding corporate governance | No voting | ||
| 6. | Approval of allocation of options to the company's senior management | | | |
| 7. | Advisory vote on the company's remuneration report for executive management for the financial year 2022 | | | |
| 8. | Determination of the remuneration of the board members | | | |
| 9. | Determination of the remuneration of the members of the nomination committee | | | |
| 10. Determination of the remuneration of the company's auditor for 2022 | | | | |
| 11. Election of Board members | ||||
| a) Ole-Eirik Lerøy (Chairperson) |
| | | |
| b) Kristian Melhuus (Deputy Chairperson) |
| | | |
| c) Lisbet Karin Nærø |
| | | |
| 12. Election of members to the nomination committee | ||||
| a) Merete Haugli |
| | | |
| b) Ann Kristin Brautaset |
| | | |
| 13. Authorisation to the board of directors to distribute dividends | | | | |
| 14. Authorisation to the board of directors to purchase the company's own shares | | | | |
| 15. Authorisation to the board of directors to (a) issue new shares and (b) issue convertible loans | ||||
| (A) Authorisation to the board of directors to issue new shares | | | | |
| (B) Authorisation to the board of directors to take up convertible loans | | | |
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