MINUTES OF GENERAL MEETING OF SHAREHOLDERS

The ordinary General Meeting of the shareholders of AUSTEVOLL SEAFOOD ASA was held at 10:00 hrs. on 28 May 2020, in the company's facilities at Storebø in the municipality of Austevoll.

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, Board of Directors' report and auditor's statement for 2019. 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 Committee, Nomination Committee and the Company's Auditor for 2019.
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. Authorisation to distribute dividends based on the approved annual accounts for 2019.
1. Declaration from the Board of Directors on salaries and other remuneration to executive personnel, cf. the Public Limited Companies Act section 6-16 a, cf. section 5-6.

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

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

The Chairman informed the meeting that 218 shareholders were present, 214 of which by proxy. A total of 133,680,434 shares were present, which constitutes 65.94 per cent of the Company's shares and votes.

2 Election of person to chair the meeting.

Helge Singelstad was unanimously elected to chair the meeting with 133,680,434 votes.

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

June Inger Lise Drønen Møgster were unanimously elected to co-sign the minutes along with the Chair.

ব Approval of notice and agenda.

The Chair asked whether there were any comments regarding the notice of the meeting or the agenda. Since no objections were forthcoming, the notice and agenda were thus unanimously approved.

5 statement for 2019. Proposal of dividend payment to the shareholders.

The Chair reported on the Company's annual accounts, report and the consolidated accounts for 2019 and the Board`s dividend distribution proposal.

The spread of the global pandemic COVID-19, the global economy is impacted by increased uncertainty and substantially reduced predictability. On this basis, the Board of Directors adjusted its reported proposal from February 2020 for allocation of the profit figure for 2019. The Board of Directors has proposed a dividend of NOK 2.50 per share to the Annual General Meeting, totaling NOK 506,793,435 and has requested an authorisation from the Annual General Meeting to pay up to NOK 2.00 per share in dividends before the end of the present year, cf item 11 on the agenda.

The Board proposed allocation of the annual profit of NOK 628,731,439 for 2019 implies that NOK 121,938,004 shall be transferred to other equity while NOK 506,793,435, equivalent to NOK 2.50 per share, shall be paid as dividends to the Companys shareholders. Of the total dividend NOK 2,233,250 are related to the Companys own treasury shares, and as such not paid out.

The general meeting resolved the following:

The Company's annual accounts and the Board of Directors' report for 2019, including the auditor's report, are approved.

The Company shall pay dividends to its shareholders in the total amount of NOK 506,793,435. The distribution shall take place by paying equal amounts per share to those registered as shareholders in the company on the date of the General Meeting. The shares of the Company shall be traded ex dividend from and including 29 May 2020. The dividends shall be paid out to the shareholders on 12 June 2020.

The proposal was adopted with 133,203,721 against 476,713 votes.

6 Report regarding corporate governance.

The Chair made reference to the provisions of section 5-6, fourth paragraph of the Public Limited 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 2019, 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 Committee, Nomination Committee and the Company's Auditor for 2019.

a) to award and approve NOK 375,000 to the Chairman of the Board and NOK 250,000 to each member of the Board as remuneration for 2019. The proposal was adopted with 133,680,154 against 280 votes.
b) Company's Audit Committee for 2019. The proposal was adopted with 133,680,154 against 280 votes.
c) A proposal was tabled for remuneration of NOK 25,000 to each member of the Company's Nomination Committee for 2019. The proposal was adopted with 133,680,154 against 280 votes.
d) and totalled NOK 1,569,434 ref. note 4 in the company's financial statements for 2019. The general meeting adopted the Board's proposal with 133,642,237 against 38,197 votes.

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

Board Elections. 8.1

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

Helge Singelstad, Chairman/Board member.

Helge Møgster, Board member. Lill Maren Melingen Møgster, Board member. Hege Charlotte Bakken, Board member.

The Nomination Committee has recommended to re-elect these Board Members.

The Nomination Committee has also recommended to re-elect Helge Singelstad to the post of Chairman of the Board of Directors.

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) Helge Singelstad, for re-election, 2 years.
8.1 b) Helge Møgster, for re-election, 2 years.
8.1 c) Lill Maren Melingen Møgster, for re-election, 2 years.
8.1 d) Hege Charlotte Bakken, for re-election, 2 years.
8.1 e) Helge Singelstad, as Chairman, 2 years.
8.1 a) Helge Singelstad was proposed for re-election. No other proposals came forth. Helge Singelstad was re-elected for 2 years with 126,274,464 against 7,405,970 votes.
8.1 b) Helge Møgster was proposed for re-election. No other proposals came forth. Helge Møgster was re-elected for 2 years with 129,680,067 against 4,000,367 votes.
8.1 c) Lill Maren Melingen Møgster was proposed for re-election. No other proposals came forth. Lill Maren Melingen Møgster was re-elected for 2 years with 125,750,977 against 7,929,457 votes.
8.1 d) Hege Charlotte Bakken was proposed for re-election. No other proposals came forth. Hege Charlotte Bakken was re-elected for 2 years with 133,668,269 against 12,165 votes.
8.1 e) Helge Singelstad was proposed for re-election as Chairman of the Board of Directors. No other proposals were set forth. Helge Singelstad was re-elected as Chairman for 2 years with 126,274,464 against 7,405,970 votes.

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

Helge Singelstad (Chairman, until 2022), Oddvar Skjegstad (Deputy Chairman, until 2021), Helge Møgster (board member, until 2022), Lill Maren Melingen Møgster (board member, until 2022), Siren M. Grønhaug (board member, until 2021), Eirik Drønen

Melingen (board member, until 2021), Hege Charlotte Bakken (board member, until 2022).

8.2 Election of the Nomination Committee.

The Chair announced that one member of the Nomination Committee, Nils Petter Hollekim, is up for election at this General Meeting. The Nomination Committee proposed to the General Meeting that Nils Petter Hollekim be re-elected to the Nomination Committee.

The Chairman of the Nomination Committee, Harald Eikesdal, passed away in December 2019. The Nomination Committee proposed to the General Meeting that Hilde Drønen be elected as new member and Chairman of the Nomination Committee.

8.2 a) Nils Petter Hollekim was proposed for re-election as member of the Nomination Committee. No other proposals were set forth. Nils Petter Hollekim was re-elected for 2 years as member of the Nomination Committee with 133,680,154 against 280 votes.
8.2 b) Hilde Drønen was proposed for election as member of the Nomination Committee. No other proposals were set forth. Hilde Drønen was unanimously elected for 2 years as member of the Nomination Committee.
8.2 c) Hilde Drønen was proposed for election as Chairman of the Nomination Committee. No other proposals were set forth. Hilde Drønen was unanimously elected as Chairman of the Nomination Committee for 2 years.

Accordingly, the Nomination Committee consists of the following: Hilde Drønen, Chairman Nils Petter Hollekim Hege Solbakken

の Authorisation to increase the company's share capital.

The Board put forward the following proposal for power of attorney:

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 2021, but not later than 30 June 2021.
1. The shareholders' pre-emptive right to the new shares pursuant to section 10-4 of the Norwegian Public Limited 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 Companies Act.
1. The authorisation does not comprise the resolution regarding mergers pursuant to section 13-5 of the Norwegian Public Limited 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.

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 Board's proposal was adopted with 133,679,414 against 1,020 votes.

10 Authorisation to purchase own shares.

The Board of Directors presented the following proposal to the General Meeting regarding authorisation for purchase of the company's own shares:

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 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 150 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 Companies Act, cf. section 8-1.
1. Within the framework of the Norwegian Public Limited 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 2021, but not later than 30 June 2021.

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 Board's proposal was adopted with 133,082,405 against 560,113 votes. 37,916 abstained.

11 Authorisation to distribute dividends based on the approved annual accounts for 2019.

In connection with dividend proposal in item 5 on the agenda the Board has taken into account the current uncertainty in the global economic development associated with the coronavirus outbreak. To enable the company to make additional distributions of dividend when the situation has been more clarified, and the company's situation allows it, the Board has presented the following proposal to the General Meeting regarding authorisation to the Board to distribute dividends based on the approved annual accounts for 2019:

1. The Board of Directors is authorised to resolve payments of dividend up to NOK 2.00 per share, based on the company's approved annual accounts for 2019, cf. the Norwegian Public Limited Liability Companies Act section 8-2 (2).
1. The Board of Directors shall, when using the authorisation, ensure that its resolution is in accordance with the company's approved dividend policy. The Board of Directors shall before each resolution to approve payment of dividends consider if the company, after the payment of dividends, will have sufficient equity and liquidity.
1. The authorisation shall be valid until 31.12.2020.

The Board's proposal was adopted with 133,203,721 against 476,713 votes.

12 Declaration from the Board of Directors on salaries and other remuneration to executive personnel, cf. the Public Limited Companies Act section 6-16 a, cf. section 5-6.

The Chair read the declaration from the Board of Directors. The Chair reported that the Company does not have share value based remuneration arrangements for executive personnel, and that the declaration shall be submitted for voting as a whole. The declaration was submitted for an advisory vote.

The declaration was approved with 121,561,090 against 9,689,445 votes. 2,429,899 abstained.

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, 28 May 2020

Helge Singelstad (s)

June Inger Lise Drønen Møgster (s)

Total Represented

ISIN:	NO0010073489 AUSTEVOLL SEAFOOD ASA
General meeting date: 28/05/2020 10.00
Today:	28.05.2020

Number of persons with voting rights represented/attended : 5

	Number of shares % sc
Total shares	202,717,374
- own shares of the company	893,300
Total shares with voting rights	201,824,074
Represented by own shares	112,767,712	55.87 %
Sum own shares	112,767,712 55.87 %
Represented by proxy	1,053,455	0.52 %
Represented by voting instruction	19,859,267	9.84 %
Sum proxy shares	20,912,722 10.36 %
Total represented with voting rights	133,680,434 66.24 %
Total represented by share capital	133,680,434 65.94 %

Registrar for the company: DNB Bank ASA

Signature company: AUSTEVOLL SEAFOOD ASA

Protocol for general meeting AUSTEVOLL SEAFOOD ASA

ISIN:

NO0010073489 AUSTEVOLL SEAFOOD ASA General meeting date: 28/05/2020 10.00

Today: 28.05.2020

Shares class	FOR	Against	Poll in	Abstain		Poll not registered Represented shares with voting rights
Agenda item 2 Election of person to chair the meeting
Ordinær	133,680,434	0	133,680,434	0	0	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.00 %	65.94 %	0.00 %	0.00 %
Total	133,680,434		0 133,680,434	0	0	133,680,434
Agenda item 3 Election of a person to co-sign the minutes
Ordinær	133,680,434	O	133,680,434	0	0	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.00 %	65.94 %	0.00 %	0.00 %
Total	133,680,434	0	133,680,434	0	0	133,680,434
Agenda item 4 Approval of notice and agenda
Ordinær	133,680,434	0	133,680,434	0	0	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.00 %	65.94 %	0.00 %	0.00 %
Total	133,680,434	0	133,680,434	O	0	133,680,434
Agenda item 5 Approval of annual accounts, Board of Directors report and auditors statement for 2019. Dividend payment
Ordinær	133,203,721	476,713	133,680,434	0	0	133,680,434
votes cast in %	99.64 %	0.36 %		0.00 %
representation of sc in %	99.64 %	0.36 %	100.00 %	0.00 %	0.00 %
total sc in %	65.71 %	0.24 %	65.94 %	0.00 %	0.00 %
Total	133,203,721		476,713 133,680,434	0	0	133,680,434
Agenda item 6 Report regarding corporate governance
Ordinær	127,268,898	0	127,268,898	6,411,536	0	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	95.20 %	0.00 %	95.20 %	4.80 %	0.00 %
total sc in %	62.78 %	0.00 %	62.78 %	3.16 %	0.00 %
Total	127,268,898		0 127,268,898	6,411,536	0	133,680,434
Agenda item 7.a Remuneration to the Board Members
Ordinær	133,680,154		280 133,680,434	0	0	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.00 %	65.94 %	0.00 %	0.00 %
Total	133,680,154		280 133,680,434	0	0	133,680,434
Agenda item 7.b Remuneration to the Audit Committee
Ordinær	133,680,154	280	133,680,434	0	0	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.00 %	65.94 %	0.00 %	0.00 %
Total	133,680,154		280 133,680,434	0	0	133,680,434
Agenda item 7.c Remuneration to the Nomination Committee
Ordinær	133,680,154	280	133,680,434	0	0	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %

Shares class	FOR	Against	Poll in	Abstain		Poll not registered Represented shares with voting rights
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.00 %	65.94 %	0.00 %	0.00 %
Total	133,680,154		280 133,680,434	0	0	133,680,434
Agenda item 7.d Remuneration to the Companys Auditor
Ordinær	133,642,237	38,197	133,680,434	0	0	133,680,434
votes cast in %	99.97 %	0.03 %		0.00 %
representation of sc in %	99.97 %	0.03 %	100.00 %	0.00 %	0.00 %
total sc in %	65.93 %	0.02 %	65.94 %	0.00 %	0.00 %
Total	133,642,237		38,197 133,680,434	0	0	133,680,434
Agenda item 8.1.a Board member, Helge Singelstad
Ordinær	126,274,464	7,405,970	133,680,434	0	0	133,680,434
votes cast in %	94.46 %	5.54 %		0.00 %
representation of sc in %	94.46 %	5.54 %	100.00 %	0.00 %	0.00 %
total sc in %	62.29 %	3.65 %	65.94 %	0.00 %	0.00 %
Total	126,274,464 7,405,970		133,680,434	0	0	133,680,434
Agenda item 8.1.b Board member, Helge Møgster
Ordinær			133,680,434	0	0
	129,680,067 97.01 %	4,000,367				133,680,434
votes cast in %		2.99 %		0.00 %
representation of sc in %	97.01 %	2.99 %	100.00 %	0.00 %	0.00 %
total sc in %	63.97 %	1.97 %	65.94 %	0.00 %	0.00 %
Total	129,680,067 4,000,367 133,680,434			0	0	133,680,434
Agenda item 8.1.c Board member, Lill Maren Melingen Møgster
Ordinær	125,750,977	7,929,457	133,680,434	0	0	133,680,434
votes cast in %	94.07 %	5.93 %		0.00 %
representation of sc in %	94.07 %	5.93 %	100.00 %	0.00 %	0.00 %
total sc in %	62.03 %	3.91 %	65.94 %	0.00 %	0.00 %
Total	125,750,977 7,929,457 133,680,434			0	0	133,680,434
Agenda item 8.1.d Board member, Hege Charlotte Bakken
Ordinær	133,668,269	12,165	133,680,434	0	0	133,680,434
votes cast in %	99.99 %	0.01 %		0.00 %
representation of sc in %	99.99 %	0.01 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.01 %	65.94 %	0.00 %	0.00 %
Total	133,668,269		12,165 133,680,434	0	0	133,680,434
Agenda item 8.1.e Chairman, Helge Singelstad
Ordinær	126,274,464	7,405,970	133,680,434	0	0	133,680,434
votes cast in %	94.46 %	5.54 %		0.00 %
representation of sc in %	94.46 %	5.54 %	100.00 %	0.00 %	0.00 %
total sc in %	62.29 %	3.65 %	65.94 %	0.00 %	0.00 %
Total	126,274,464 7,405,970 133,680,434			0	0	133,680,434
Agenda item 8.2.a Committee member, Nils Petter Hollekim
Ordinær	133,680,154	280	133,680,434	0	0	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.00 %	65.94 %	0.00 %	0.00 %
Total	133,680,154		280 133,680,434	0	0	133,680,434
Agenda item 8.2.b New Committee member, Hilde Drønen
Ordinær	133,680,434	0	133,680,434	0	0	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.00 %	65.94 %	0.00 %	0.00 %
Total	133,680,434	o	133,680,434	0	0	133,680,434
Agenda item 8.2.c Chairman, Hilde Drønen

Shares class	FOR	Against	Poll in	Abstain		Poll not registered Represented shares with voting rights
Ordinær	133,680,434	0	133,680,434	0	o	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.00 %	65.94 %	0.00 %	0.00 %
Total	133,680,434		0 133,680,434	0	0	133,680,434
Agenda item 9 Authorisation to increase the companys share capital
Ordinær	133,679,414	1,020	133,680,434	0	0	133,680,434
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	65.94 %	0.00 %	65.94 %	0.00 %	0.00 %
Total	133,679,414		1,020 133,680,434	0	0	133,680,434
Agenda item 10 Authorisation to purchase own shares
Ordinær	133,082,405	560,113	133,642,518	37,916	0	133,680,434
votes cast in %	99.58 %	0.42 %		0.00 %
representation of sc in %	99.55 %	0.42 %	99.97 %	0.03 %	0.00 %
total sc in %	65.65 %	0.28 %	65.93 %	0.02 %	0.00 %
Total	133,082,405		560,113 133,642,518	37,916	0	133,680,434
Agenda item 11 Authorization to distribute dividends based on the approved annual accounts for 2019
Ordinær	133,203,721	476,713	133,680,434	0	0	133,680,434
votes cast in %	99.64 %	0.36 %		0.00 %
representation of sc in %	99.64 %	0.36 %	100.00 %	0.00 %	0.00 %
total sc in %	65.71 %	0.24 %	65.94 %	0.00 %	0.00 %
Total	133,203,721		476,713 133,680,434	0	0	133,680,434
Agenda item 12 Declaration from the Board on salaries and other remuneration to executive personnel - guidelines
Ordinær	121,561,090	9,689,445	131,250,535	2,429,899	0	133,680,434
votes cast in %	92.62 %	7.38 %		0.00 %
representation of sc in %	90.93 %	7.25 %	98.18 %	1.82 %	0.00 %
total sc in %	59.97 %	4.78 %	64.75 %	1.20 %	0.00 %
Total	121,561,090 9,689,445 131,250,535 2,429,899				0	133,680,434

Registrar for the company:

Signature company:

DNB Bank ASA

AUSTEVOLL SEAFOOD ASA

Share information

Name	Total number of shares Nominal value Share capital Voting rights
Ordinær	202,717,374	0.50 101,358,687.00 Yes
Sum:

§ 5-17 Generally majority requirement

requires majority of the given votes

§ 5-18 Amendment to resolution

Requires two-thirds majority of the given votes like the issued share capital represented/attended on the general meeting

AI Terminal

Austevoll Seafood ASA

3546_iss_2020-05-28_99c0de47-4255-44af-91a0-16fbd87a7a09.pdf