AGM Information • May 13, 2020
AGM Information
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Shareholders of SalMar ASA are hereby invited to the AGM, to be held at 1pm CET on Wednesday, 3 June 2020 at SalMar's office in Trondheim (Brattørkaia 15B, 7010 Trondheim).
To reduce the risk for spread of the coronavirus disease, and in accordance with the recommendations from the authorities, shareholders are asked to not participate physically at the meeting. In stead it is asked that the shareholders exercise their shareholder rights through electronic voting, proxy authorisation form or through the advance voting form.
The AGM will be called to order by Board Chair Atle Eide.
Once the meeting has been called to order, a list of attending shareholders and proxies will be presented.
The board's proposed income statement for 2019, balance sheet as at 31 December 2019 and accompanying notes for SalMar ASA and the SalMar Group, along with the reports of the board of directors and auditor, are included in the 2019 annual report. This is available from the company's website: www.salmar.no.
The board is proposing to not pay a dividend for the 2019 financial year. The decision was made after thorough assessments on the basis of the uncertainty that now prevails regarding the spread of coronavirus disease (Covid-19) and the consequences it may have for the entire value chain and a number of local communities along the coast. SalMar has a strong balance sheet and a low debt ratio. The Board's new dividend proposal is therefore exclusively linked to the national and global situation that has arisen and does not entail any change in the general dividend policy, with predictable payment of surplus liquidity as the foundation.
Please see the Nomination Committee's attached recommendation, which is also available from the company's website www.salmar.no.
The board proposes that the AGM approve the auditor's fee for the audit of the 2019 financial year totalling NOK 1,143,900 for the Group, of which NOK 211,000 relates to auditing of the parent company SalMar ASA.
Reference is made to the statement relating to corporate governance which was issued by the board on 2 April 2020, and which is included in the annual report for 2019 and available from the company's website www.salmar.no.
The board proposes that the AGM accept the statement as a matter of information.
The Board Chair will present the matter to the AGM.
The board proposes that the AGM pass the following resolution:
"The share-based incentive scheme for senior executives of SalMar shall be continued with a new programme. The programme may encompass incumbents of senior positions and key personnel within the Group. The programme entitles employees to receive shares free of charge. The entitlement accrues over three years. The value of the share entitlement granted to any individual employee may not exceed the equivalent of six months' salary. Accrual of 2/3 of this entitlement depends on the fulfilment of specified performance criteria. The maximum amount that the individual employee may accrue
under the various programmes in any one year is capped at the equivalent of one whole year's salary. The maximum number of shares in the programme may not exceed 250,000. The programme's overall recognised cost is estimated at NOK 62 million (when all performance criteria are fulfilled) distributed over three years.
The board is authorised to draw up more specific guidelines for the scheme, within the framework given."
In accordance with Section 6-16 (a) of the Public Limited Companies Act, the board has prepared a statement relating to remuneration and other benefits payable to senior executives for the 2020 financial year. A copy of the board's statement is attached. It is also available from the company's website www.salmar.no.
The AGM must hold a consultative vote on the board's guidelines for remuneration and other benefits payable to senior executives, with the exception of arrangements where the said remuneration relates to shares or developments in the price of the company's shares or that of other companies within the same group.
The board proposes that the AGM pass the following resolution:
"The AGM endorses point 3 of the board's statement relating to remuneration and other benefits payable to senior executives, except that which concerns item 10."
Reference is made to the board's statement relating to remuneration and other benefits payable to senior executives for the 2020 financial year.
The AGM must hold a binding vote on the board's guidelines for remuneration and other benefits payable to senior executives relating to shares or developments in the price of the company's shares or that of other companies within the same group.
The board proposes that the AGM pass the following resolution:
"The AGM endorses point 3 of the board's statement relating to remuneration and other benefits payable to senior executives, which relates to the share-related incentive scheme."
The Nomination Committee's recommendation is attached and will be made available from the company's website www.salmar.no before the AGM.
The Nomination Committee's recommendation is attached and will be made available from the company's website www.salmar.no before the AGM.
The AGM held on 5 June 2019 authorised the board to increase the company's share capital to finance investments and the acquisition of businesses by means of cash issues and contributions in kind. This authorisation is valid until the 2020 AGM, and the board proposes that the authorisation be renewed.
Given the purpose of the authorisation the board may need to waive existing shareholders' preference rights, which is permitted under the terms of the authorisation.
With reference to the above, the board proposes that the AGM pass the following resolution:
The AGM of 5 June 2019 authorised the board to buy back shares in the company up to a limit of 10 per cent of existing share capital. This authorisation may be used to buy back company shares to meet liabilities associated with share-based incentive schemes for senior executives and as a tool to return funds to the company's shareholders. The board proposes that the authorisation be renewed.
With reference to the above, the board proposes that the AGM pass the following resolution:
The board of directors proposes that it be authorised to take out a convertible loan to enable the company to make use of such financial instruments at short notice as part of its overall financing capability.
The board proposes that the authorisation apply to a loan amounting in total to NOK 2,000,000,000. The capital increase deriving from conversion may not exceed NOK 2,832,000. The board proposes that the authorisation be seen in connection with the authorisation granted under item 13, such that the total number of shares for both authorisations shall not exceed 10 per cent of the total number of shares in the company.
With reference to the above, the board proposes that the AGM pass the following resolution:
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The invitation to attend the AGM and all attachments are also available from the company's website.
To reduce the risk for spread of the coronavirus disease, and in accordance with the recommendations from the authorities, shareholders are asked to not participate physically at the meeting. In stead it is asked that the shareholders exercise their shareholder rights through electronic voting, proxy authorisation form or through the advance voting form..
Shareholders who wish to attend the AGM are requested to send in the attached attendance form to the company's business manager no later than 3pm CET on Friday, 29 May 2020. Notice of attendance may also be sent electronically via the company's website from 13 May 2020.
Shareholders who do not wish to attend the AGM in person are entitled to be represented by a proxy. In that case a written, dated power of attorney must be presented. Shareholders are requested to send their power of attorney to the company's business manager no later than 3pm CET on Friday, 29 May 2020. Attached is a proxy form, which may also be used to appoint the Board Chair or such person as he may nominate, as proxy.
Shareholders who do not attend the AGM in person may vote in advance of the AGM. In that case, please use the advance voting form.
The advance voting form must be sent to the company's business manager no later than 3pm on Friday, 29 May 2020.
As at the date of this notice, SalMar ASA has a share capital of NOK 28,324,999.75 divided between 113,299,999 shares, each having a face value of NOK 0.25. Each share entitles the holder to one vote at the company's general meetings. As at the date of this notice, the company held 377,141 treasury shares.
Shareholders have the following rights with respect to the AGM:
Further details relating to these rights are available from the company's website www.salmar.no.
Frøya, 13 May 2020, for the Board of Directors of SalMar ASA
Atle Eide, Chair

Attachment 1 – Attendance form, proxy authorisation form and advance voting form
Attendance and proxy authorisation forms, including pre-printed name and reference number, are sent by post to shareholders along with the invitation to attend the AGM and other attachments.
If you would like to attend the annual general meeting, please return this form to Nordea Bank Abp, branch in Norway, Issuer Services, PO Box 1166 Sentrum, 0107 Oslo, Norway. Fax: +47 2236 9703. Email: [email protected]. You can also register your intention to attend at www.salmar.no from 13 May. Notification of attendance must be in Nordea's hands no later than 3pm CET on Friday, 29 May 2020.
I/we the undersigned shareholder(s) will attend the annual general meeting of SalMar ASA, to be held at 1pm on Wednesday, 3 June 2020 at the company's office in Frøya (Brattørkaia 15B, 7010 Trondheim) and
vote for my/our shares.
vote for shares in accordance with the attached authorisation(s)
Date & Place Name (block letters) Shareholder's signature (if attending in person)
____________________ __________________________ ____________________
If you yourself are unable to attend the AGM, this authorisation may be used by the person you elect to represent you. The authorisation must be in the hands of Nordea Bank Abp, branch in Norway no later than 3pm CET on Friday, 29 May 2020. You may also register your intentions online at www.salmar.no by the same deadline, starting on 13 May.
Nordea Bank Abp, branch in Norway, Issuer Services, Postboks 1166 Sentrum, 0107 Oslo. Fax: +47 2236 9703. Email: [email protected].
I/we the undersigned shareholder(s) of SalMar ASA do hereby authorise:
Board Chair: Atle Eide
Other (name)………………………………………………….
to attend SalMar ASA's AGM on Wednesday, 3 June 2020 and vote on behalf of my/our shares.
______________________ ___________ __________________________________
| Place |
|---|
| ------- |
Place Date Shareholder's signature (To be signed only when authorising a proxy)
This form must be used if you wish to issue your proxy with voting instructions. The items listed in the proxy instructions below reflect the items specified on the AGM's agenda. You may send this proxy authorisation with voting instructions to your designated proxy. Alternatively, you may send the proxy authorisation without inserting the name of your proxy, in which case the proxy is deemed to have been granted to the Board Chair or such person as he may nominate.
The proxy authorisation must be sent by post or fax to Nordea Bank Norge AB, Issuer Services, PO Box 1166 Sentrum, 0107 Oslo, Norway. Fax: +47 2236 9703. Email: [email protected]. The proxy authorisation must be registered with Nordea no later than 3pm CET on 29 May 2020. From 13 May until the deadline specified above, registration may also be made via www.salmar.no.
I/we the undersigned do hereby authorise (check the appropriate box)
Board Chair Atle Eide
__________________________ (Proxy's name in block letters)
to attend the AGM on 3 June 2020 and vote on behalf of my/our shares.
The designated proxy shall vote in accordance with the instructions given below. Note that any unchecked agenda item, will be considered an instruction to vote "for" the proposal as stipulated in the invitation. The above notwithstanding, the proxy may determine how to vote to the extent that proposals are tabled in addition to or in replacement of the proposals stipulated in the invitation.
| Agenda AGM 2020 | For | Against | Abstain | |
|---|---|---|---|---|
| 1 | Election of a person to chair the AGM and someone to co-sign the minutes along with the AGM chair. |
|||
| 2 | Approval of invitation to attend the AGM and the proposed agenda | |||
| 3 | Presentation of the business | N/A | N/A | |
| 4 | Approval of the financial statements and annual report for 2019 for SalMar ASA and the SalMar Group |
|||
| 5 | Approval of the remuneration payable to members of the Board of Directors, Nomination Committee and Audit Committee |
|||
| 6 | Approval of the auditor's fees | |||
| 7 | The board's statement relating to corporate governance | |||
| 8 | Share-based incentive scheme for employees | |||
| 9 | Consultative vote on the board's guidelines for remuneration and other benefits payable to senior executives |
|||
| 10 | Approval of the board's guidelines for share-related incentive schemes for senior executives |
|||
| 11 | Election of Directors: | |||
| Election of Tonje E. Foss | ||||
| Election of Leif Inge Nordhammer | ||||
| Election of Linda L. Aase | ||||
| 12 | Election of Nomination Committee members | |||
| Re-election of Endre Kolbjørnsen | ||||
| 13 | Resolution authorising the board to raise the company's share capital | |||
| 14 | Resolution authorising the board to buy back the company's own shares | |||
| 15 | Resolution authorising the board to take out a convertible loan |
_____________________ __________ _____________________________
Place Date Shareholder's signature (to be signed only when authorising a proxy) If the person signing is doing so in accordance with a power of attorney, documentation in the form of a company certificate or authorisation must be attached.
If voting instructions have been given, the following applies:
If you are not attending the AGM in person, you can cast your vote in advance. This form must be used if you wish to vote in advance. The items listed in the form below reflect the items specified on the AGM's agenda.
The proxy authorisation must be sent by post or fax to Nordea Bank Norge AB, Issuer Services, PO Box 1166 Sentrum, 0107 Oslo, Norway. Fax: +47 2236 9703. Email: [email protected]. Shareholders may also cast their votes in advance via www.salmar.no. The advance voting form must be registered with Nordea no later than 3pm CET on 29 May 2020.
The votes will be cast in accordance with the instructions given below. Note that any unchecked agenda item, will be considered an instruction to vote "for" the proposal as stipulated in the invitation.
| Agenda AGM 2020 | For | Against | Abstain | |
|---|---|---|---|---|
| 1 | Election of a person to chair the AGM and someone to co-sign the minutes along with the AGM chair. |
|||
| 2 | Approval of invitation to attend the AGM and the proposed agenda | |||
| 3 | Presentation of the business | N/A | N/A | |
| 4 | Approval of the financial statements and annual report for 2019 for SalMar ASA and the SalMar Group |
|||
| 5 | Approval of the remuneration payable to members of the Board of Directors, Nomination Committee and Audit Committee |
|||
| 6 | Approval of the auditor's fees | |||
| 7 | The board's statement relating to corporate governance | |||
| 8 | Share-based incentive scheme for employees | |||
| 9 | Consultative vote on the board's guidelines for remuneration and other benefits payable to senior executives |
|||
| 10 | Approval of the board's guidelines for share-related incentive schemes for senior executives |
|||
| 11 | Election of Directors: | |||
| Election of Tonje E. Foss | ||||
| Election of Leif Inge Nordhammer | ||||
| Election of Linda L. Aase | ||||
| 12 | Election of Nomination Committee members | |||
| Re-election of Endre Kolbjørnsen | ||||
| 13 | Resolution authorising the board to raise the company's share capital | |||
| 14 | Resolution authorising the board to buy back the company's own shares | |||
| 15 | Resolution authorising the board to take out a convertible loan |
On behalf of my shares, I, the undersigned, do hereby cast my votes in advance of SalMar ASA's AGM on 3 June 2020.
_____________________ __________ ______________________________
Place Date Shareholder's signature
Pursuant to section 6-16a of the Public Limited Companies Act, the board of directors of SalMar ASA (the Company) has issued the following statement containing guidelines for the determination of salary and other benefits payable to the Company's CEO and other senior executives (collectively termed "senior executives") in the 2020 financial year. The statement was approved by the board of directors of SalMar ASA on 2 April 2020. In accordance with the provisions of sections 6-16a and 5- 6(3), the guidelines will be submitted to SalMar ASA's Annual General Meeting (AGM) on 3 June 2020 for a consultative vote, with the exception of clause 3 "Share-based incentive schemes", which will be submitted to the AGM for approval.
The guidelines in clause 3 "Share-based incentive schemes" are binding on the board. The remaining guidelines are not binding, though any deviations therefrom must be decided by the board. In the event of any such decision, the reason for deviating from the guidelines must be noted in the board meeting's minutes.
The board of directors determines the salary and other benefits payable to the CEO. The CEO determines the salary and other benefits payable to other senior executives. The board shall exercise general oversight of the remuneration paid to other senior executives, and may issue more specific guidelines for the remuneration of other senior executives in addition to those presented below. If the CEO wishes to offer remuneration to senior executives that exceeds such more specific guidelines, a proposal therefor shall be submitted to the board of directors for approval.
The Company's senior executive remuneration policy is based on the following main principles:
On the basis of these main principles, the board has drawn up the following remuneration structure for the company's senior executives.
Basic salary is the main element in the executive's compensation package. Basic salary shall correspond to the going rate in the market, and shall reflect the individual position's duties and level of responsibility.
SalMar has a bonus scheme for group management that is determined by the board of directors. The board carries out an annual assessment of the scheme and determines the bonus criteria for the coming year. Variable salary increments under the scheme may not exceed 33% of the individual executive's basic salary. Within this framework, individual bonuses are determined on the basis of an overall assessment of contribution, performance, development and results achieved.
SalMar has a share-based incentive scheme for senior executives in the Group. The first such programme was approved by the AGM on 4 June 2014. The programme encompasses incumbents of senior positions and key individuals within the Group. The programme entitles the employee to receive shares free of charge. This entitlement accrues over a three-year period. The individual employee may be awarded share entitlements worth the equivalent of 6 months' salary. Accrual of 2/3 of the entitlements depends on the achievement of predefined performance criteria. The value of the shares released under the various programmes in an individual year may not exceed one full year's salary.
The intention is that the incentive scheme shall be continued with the establishment of annual programmes. The board will adjust these annual programmes as it deems necessary, and each individual programme will be submitted to the AGM for approval. A total of three programmes are in effect in 2020.
Members of group management participate in the Group's general pension scheme. The scheme is a defined contribution plan and lies within the framework stipulated in the Mandatory Occupational Pensions Act.
In principle, senior executives must serve a 6-month period of notice. In selected cases, and depending on the position, severance pay of 6 to 12 months may be paid.
The Company shall not offer benefits-in-kind over and above these which are normal for senior executives in comparable companies.
In addition to that stipulated above, the Company may not offer senior executives any variable elements in the remuneration they receive or special benefits that supplement their basic salary.
The Company's senior executive remuneration policy for the 2019 financial year has been carried out in accordance with the statement for 2019 adopted by the AGM on 5th of June 2019.
SalMar ASA's Nomination Committee has been comprised as follows:
Since the 2019 AGM, the Nomination Committee has held five meetings.
In connection with SalMar ASA's AGM on 3 June 2020, the Nomination Committee has issued the following unanimous recommendation:
The Nomination Committee recommends the following remuneration be paid to elected company representatives for the period June 2020–June 2021 (figures in parentheses apply to the previous period):
Board of Directors:
| - | Chair: | NOK 450,000 | (NOK 420,000) | ||
|---|---|---|---|---|---|
| - | Board member: | NOK 250,000 | (NOK 225,000) | ||
| - | Employee representative: | NOK 125,000 | (NOK 112,500) | ||
| Audit and Risk Committee: | |||||
| - | Chair Audit and Risk Committee: | NOK | 100,000 | (NOK | 90,000) |
| - | Member Audit and Risk Committee:NOK | 70,000 | (NOK | 60,000) | |
| Nomination Committee | |||||
| - | Chair Nomination Committee: | NOK | 40,000 | (NOK | 40,000) |
| - | Member Nomination Committee: | NOK | 25,000 | (NOK | 25,000) |
Trondheim, 12 May 2020
Bjørn M. Wiggen, Chair of the Nomination Committee
The nomination committee's recommendation for candidates to the board in SalMar in non-ranked order.
| ▪ | Chairman of the board in: | LIN AS |
|---|---|---|
| Norskott Havbruk AS | ||
| Scottish Sea Farms Ltd. | ||
| Frøyaringen AS | ||
| ▪ | Board member in: | Kverva AS |
| Scale Aquaculture AS | ||
| Abyss Group AS | ||
| Rosenborg Ballklubb/Rosenborg Sport AS |
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