Bouvet

AGM Information • Apr 29, 2020

Bouvet ASA Notice of Annual General Meeting

The Annual General Meeting will be held on Wednesday 20th of May 2020 at 04:30 pm at the Bouvet office in Sørkedalsveien 8, Oslo.

In response to the COVID-19 pandemic, the Norwegian health authorities have introduced strict infection control measures, including that individuals must maintain a certain physical distance from one another. Bouvet's shareholders are requested to refrain from physical attendance and instead vote in advance or by proxy as described below. The participation of Bouvet's board of directors and management will be kept to a minimum. Bouvet is following the recommendations issued by the health authorities on an ongoing basis.

On the agenda is:

• 1. Opening of the General Meeting by the Chairman of the Board or another person appointed by the Board, including register of participating shareholders, in person or by proxy.
• 1. Appointment of a Chairperson for the meeting and a person to countersign the minutes.
• 1. Approval of Notice and Agenda.
• 1. Approval of Annual Accounts for 2019 for the company and the group.
• The Board propose a dividend of NOK 8.25 per share.
• 1. Determination of the remuneration of the members of the Board of Directors for 2020.
• 1. Determination of the remuneration of the members of the Nomination Committee for 2020.
• 1. Approval of the auditor's fee for 2019.
• 1. Election of members to the Board of Directors.
• 1. Election of members to the Nomination Committee
• 10.Hearing of the Board's declaration regarding salary and other remuneration for the Chief Executive Officer and Management in Bouvet ASA.

• 11.Statement on corporate governance

• 12.Authorisation to the Board of Directors to resolve additional dividends based on the annual accounts for 2019.

• 1. Authorisation to the Board of Directors to increase the share capital by share issues in connection with acquisitions of other companies.
• 1. Authorisation to the Board of Directors to increase the share capital by share issues in connection with share scheme for employees.
• 1. Authorisation to the Board of Directors to acquire own shares.

Electronic system for registration through the Company's website www.bouvet.no or through VPS Investor Service.

Oslo, 29th of April 2020 Pål Egil Rønn, Chairman of the Board

Bouvet ASA has a share capital of NOK 10 250 000 distributed on 10 250 000 shares, each with a nominal value of NOK 1,00. Each share carries one vote at the company's General Meetings.

The annual report for 2019 is available at the company's internet site www.bouvet.no

Enclosures:

1) The Board of Directors proposed resolutions under item 4 to 14 on the agenda

2) The Board's declaration regarding salary and other remuneration for the Chief Executive Officer and Management in Bouvet ASA

_________________________________________________________________________________________________________________________

3) Recommendations from the Nomination Committee.

Shareholders full name Address

Reference no.:

Pin code:

To avoid spread of covid-19 shareholders are encouraged to use the opportunity to vote in advance or issue a proxy instead of attending the annual general meeting in person.

The Annual General Meeting of Bouvet ASA will be held on Wednesday 20th of May 2020 at 4.30 pm CET at the Bouvet office in Sørkedalsveien 8, Oslo, Norway. ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

REGISTRATION FORM

Registrations must be received by Nordea Issuer Services ASA no later than 15th of May 2020 at 3 pm CET.

Electronic system for registration through the Company's website www.bouvet.no or through VPS Investor Service. Reference number and pin code set out above must be stated.

Alternatively, the registration form may be sent by e-mail to nis@nordea.com, or by regular post to: Nordea Issuer Services, P.O.Box 1166 Sentrum, N-0107 Oslo.

Admission cards and voting material will be distributed at the AGM.

The undersigned will attend the AGM of Ref no Bouvet ASA Wednesday 20th of May 2020 and Shareholders name

(Please tick)

Vote for my/our shares

Address

…………………………………………….... SHAREHOLDERS NAME (capital letters)

……………… …………………………………………….. Date Shareholder's signature

ADVANCE VOTE – Bouvet ASA – Annual general meeting

Reference no.:

Pin code:

Shareholders who wish to cast your vote in advance may cast your vote by using this form.

The advance vote must be received by Nordea Issuer Services ASA no later than 15th of May 2020 at 3 pm CET.

The completed form may be sent to either:

• By e-mail: nis@nordea.com
• By postal service: Nordea Issuer Services, Postboks 1166 Sentrum, 0107 Oslo.

The votes shall be cast in accordance with the instructions below. If the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice.

ITEM	In favour	Against	Abstain	At the Proxy's discretion
3. Approval of Notice and Agenda
4. Approval of Annual Accounts
5. Determination of the remuneration of the members of the Board
6. Determination of the remuneration of the Nomination Committee
7. Approval of the auditor's fee
8. Election of members to the Board of Directors
9. Election of members to the Nomination committee
10. Hearing of the Board's declaration regarding salary and other remuneration for the Management in Bouvet ASA
11. Statement on corporate governance. (no voting)	xxxxxxxx	xxxxxxx	xxxxxxx	xxxxxxxx
12. Authorisation to the Board of Directors to resolve additional dividends based on the annual accounts for 2019.
13. Authorisation to the Board of Directors to increase the share capital by share issues in connection with acquisitions of other companies
14. Authorisation to the Board of Directors to increase the share capital by share Issues in connection with share scheme for employees.
15. Authorisation to the Board of Directors to acquire own shares

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…………………………………………….... SHAREHOLDERS NAME (capital letters)

……………… …………………………………………….. Date Shareholder's signature

PROXY FORM – Bouvet ASA – Annual general meeting (AGM)

Reference no.:

Pin code:

If you cannot personally attend the AGM, you may appoint a Proxy by using this Proxy Form.

The Proxy Form must be received by Nordea Issuer Services ASA no later than 15th of May 2020 at 3 pm CET.

The completed form may be sent to either:

• By e-mail: nis@nordea.com
• By postal service: Nordea Issuer Services, Postboks 1166 Sentrum, 0107 Oslo.

The undersigned hereby declares: Ref nr

(Please tick one) Address Chairman of the Board Pål Egil Rønn

Shareholders name

________________________________________ Proxy's name (capital letters)

as proxy with the authority to attend and vote for my/our shares at Bouvet ASA's Annual General Meeting on Wednesday 20th of May 2020. If the proxy is submitted without stating the name of the proxy, the proxy will be deemed to have been given to the Chairman of the Board. If this proxy is given by signatory powers, please attach a Certificate of Registration.

The votes shall be cast in accordance with the instructions below. If the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice.

ITEM	In favour	Against	Abstain	At the Proxy's discretion
3. Approval of Notice and Agenda
4. Approval of Annual Accounts
5. Determination of the remuneration of the members of the Board
6. Determination of the remuneration of the Nomination Committee
7. Approval of the auditor's fee
8. Election of members to the Board of Directors
9. Election of members to the Nomination committee
10. Hearing of the Board's declaration regarding salary and other remuneration for the
Management in Bouvet ASA
11. Statement on corporate governance. (no voting)	xxxxxxxx	xxxxxxx	xxxxxxx	xxxxxxxx
12. Authorisation to the Board of Directors to resolve additional dividends based on the annual accounts for 2019.
13. Authorisation to the Board of Directors to increase the share capital by share
issues in connection with acquisitions of other companies
14. Authorisation to the Board of Directors to increase the share capital by share
Issues in connection with share scheme for employees.
15. Authorisation to the Board of Directors to acquire own shares

Date Shareholder's signature

____________ ___________________________

If the shareholder is a company, please attach the shareholder's certificate of registration.

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ENCLOSURE 1: THE BOARD OF DIRECTORS PROPOSED RESOLUTIONS UNDER ITEM 4 TO 15 ON THE AGENDA:

ITEM 4 APPROVAL OF THE ANNUAL ACCOUNTS FOR 2018, HEREUNDER APPROVAL OF DIVIDEND

The Board proposes that the Annual General Meeting pass the following resolution:

"The Annual Accounts for 2019, hereunder the allocation of the profit for the year are approved. A dividend of NOK 8.25 per Share will be paid to the Company's shareholders per the date of the Annual General Meeting, 20 th of May 2020. The shares will be noted ex dividend on the Oslo Børs from 22nd of May 2020. The payout date will be 3rd of June 2020".

ITEM 5 DETERMINATION OF THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

In accordance with the company's established practice, the remuneration of the members of the Board of Directors is resolved in advance and is paid out through the year. The Nomination Committee proposes that the Annual General Meeting pass the following resolution:

"Remuneration for 2020 will be NOK 300 000 to the Chairman of the Board, NOK 175 000 for the Deputy Chair and NOK 150 000 to External Board members elected by the Annual General Meeting."

ITEM 6 DETERMINATION OF THE REMUNERATION OF THE MEMBERS OF THE NOMINATION COMMITTEE

The Board proposes that the Annual General Meeting pass the following resolution:

"Remuneration to the Chairperson of the Nomination Committee for 2020 will be NOK 20 000. For the other members of the Nomination Committee the remuneration will be NOK 10 000."

ITEM 7 APPROVAL OF THE AUDITOR'S FEE FOR 2019

The Board proposes that the Annual General Meeting pass the following resolution:

"The auditor is remunerated pursuant to invoices, and the remuneration for 2019 in the amount of NOK 296.000 is approved."

ITEM 8 ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

One Board member (Grethe Høiland) are to be elected. Feedback from the Board and CEO confirms that the present Board has a broad and well-composed competence. This is also documented in the Boards self-assessment report. Grethe Høiland has accepted re-election for one year.

The Nomination Committee unanimously proposes that Grethe Høiland is re-elected for a period of one year.

ITEM 9 ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE

It is proposed that the Annual General Meeting elects the following members to the Nomination Committee:

Ingvild Myhre - chairperson Jørgen Stenshagen - member Bjarte Gudmundsen - member

ITEM 10 THE BOARD'S DECLARATION REGARDING SALARY AND OTHER REMUNERATION FOR THE CHIEF EXECUTIVE OFFICER AND MANAGEMENT IN BOUVET ASA.

Pursuant to the Norwegian Public Limited Companies Act, Section 6-16 a), 1st and 2nd paragraph, the Board has prepared a Declaration regarding salary and other remuneration for the chief executive officer and management in Bouvet ASA. Pursuant to the Norwegian Public Limited Companies Act, Section 5-6, paragraph 3, a consultative vote must be held on the Declaration. The Annual General Meeting's resolution in proximity to the awarding of shares, subscription rights, share options and other forms of remuneration linked to shares or the development in the share value in the company, or other companies within the same group is binding for the Board. The Declaration is enclosed.

The Board proposes that the Annual General Meeting pass the following resolution:

"The Board's Declaration regarding salary and other remuneration for the chief executive officer and the management is approved."

ITEM 11 STATEMENT ON CORPORATE GOVERNANCE

Pursuant to Section 5-6 (4) of the Norwegian Public Limited Liability Companies Act, the general meeting shall consider the statement on corporate governance submitted in accordance with Section 3-3b of the Norwegian Accounting Act. The statement is included on page 64-69 in the company's annual report for 2019. At the general meeting the chair og the meeting will describe the main contents of the statement. The statement shall not be subject to a vote at the general meeting.

ITEM 12 AUTHORISATION TO THE BOARD OF DIRECTORS TO RESOLVE ADDITIONAL DIVIDENDS BASED ON THE ANNUAL ACCOUNTS FOR 2019

As communicated earlier the Board of Directors of Bouvet ASA decided on the 20th April 2020 to reduce the previously announced dividend of NOK 16.50 per share. Instead the Board of Directors proposes to the general meeting to pay a dividend of NOK 8.25. Furthermore, the Board proposes that the general meeting grants an authorization to the Board of Directors to resolve additional dividends based on the annual accounts for 2019, upcoming market developments and the company's equity and liquidity. The Board proposes that the Annual General Meeting pass the following resolution:

"The Annual General Meeting authorises the Board of Directors to resolve additional dividends based on the annual accounts for 2019 pursuant to the Norwegian Public Limited Companies Act, Section 8-2 (2). The Board shall, before approving additional dividends, consider whether the company, after paying additional dividend, will have sufficient equity and liquidity. The authorisation is valid until the next annual general meeting, but not longer than 30th June 2021".

ITEM 13 AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY SHARE ISSUES IN CONNECTION WITH ACQUISITIONS OF OTHER COMPANIES.

It is the company's intention to pursue further growth within its area of operations; accordingly, it is continuously evaluating the acquisition of other companies or operations. The company will have a need for using own shares in connection with financing acquisitions of other companies or operations.

The proposal implies that the shareholders' pre-emption rights may be waived, cf the Norwegian Public Limited Companies Act, Section 10-4 and Section 10-5.

The Board proposes that the Annual General Meeting pass the following resolution:

• 1. The Annual General Meeting authorises the Board of Directors to increase the share capital in Bouvet ASA with maximum NOK 1 000 000 by issuing maximum 1 000 000 shares, each at a nominal value of NOK 1,00. Subscription price per share is determined by the Board. The authorisation can be used for one or more issues.
• 2. The authorisation includes the right to set aside the existing shareholders preferential rights to subscribe for shares, pursuant to the Norwegian Public Limited Companies Act, Section 10-4, cf. Section 10-5.
• 3. The authorisation encompasses increased share capital with contribution in form of cash as well as contribution in other assets than cash, and also the right to have the Company incur particular obligations in accordance with the Norwegian Public Limited Companies Act. Section 10-2.
• 4. The authorisation includes the right to decide to commence a merger cf. the Norwegian Public Limited Companies Act. Section 13-5.
• 5. The Board is authorised to amend and revise the Articles of Association as implied by use of the authorisation to increase the share capital, cf. the Norwegian Public Limited Companies Act. Section 10-19 (2).
• 6. This authorisation takes effect from the Annual General Meeting 20th of May 2020 and is valid until 30th of June 2021.
• 7. This authorisation replaces and makes void the previously granted Board authorisation regarding issue of new shares in connection with financing of acquisition of other companies and operations as approved by the General Annual Meeting 22nd of May 2019.

ITEM 14 AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY SHARE ISSUES IN CONNECTION WITH THE EMPLOYEE SHARE SCHEME

The Board will propose that the Company continues their share saving scheme which encompasses all of the Group's employees. The scheme shall be approved by the Board for one year at a time.

To the implementation of the share saving scheme the Board propose that the Annual General Meeting pass the following resolution:

• 1. The Annual General Meeting authorises the Board to increase the share capital in Bouvet ASA with maximum NOK 200 000 through issuance of maximum 200 000 shares, with a nominal value of NOK 1. Subscription price per share and other conditions are determined by the Board.
• 2. The authorisation encompasses the right to deviate from existing shareholders preference to subscribe for shares in accordance with the Norwegian Public Limited Companies Act. Section 10-4, cf. Section 10-5.
• 3. The authorisation shall be used to accomplish the Company's share saving scheme.
• 4. The Board is authorised to amend and revise the Articles of Association as implied by use of the authorisation to increase the share capital, cf. the Norwegian Public Limited Companies Act. Section 10-19 (2).
• 5. This authorisation takes effect from the Annual General Meeting 20th of May 2020 and is valid until 30th of June 2021.
• 6. This authorisation replaces and makes void the previously granted Board authorisation regarding issue of new shares in connection with the employee share program as approved by the General Annual Meeting 22nd of May 2019.

ITEM 15 AUTHORISATION TO THE BOARD OF DIRECTORS TO ACQUIRE OWN SHARES

The Company has a continuous need to adapt the capital structure to the Company's business. In profitable times, it will be appropriate to make use of free capital to acquire own shares among other factors to make use of own shares to completely or partly finance acquisitions of companies and/or operations. Acquiring own shares may also be carried out in connection with the employee share scheme, as an alternative to issuance of new shares.

The Board therefore proposes that the Annual General Meeting pass the following resolution:

• 1. The Annual General Meeting authorises the Board pursuant to the Norwegian Public Limited Companies Act. Section 9-4 to on behalf of the Company to acquire own shares at a total value of NOK 1 025 000, each share at a nominal value of NOK 1, though always provided that the total accumulated number of own shares do not exceed 10% of issued shares.
• 2. The lowest and highest acquisition value of a share is respectively NOK 1 and NOK 800.
• 3. Own acquired shares can completely or partly be used to finance acquisition of operations and be held as shareholdings for this purpose, and in connection with the employee share scheme.
• 4. The company's acquisition of own shares shall be carried out at the stock exchange or in other ways to stock market price and comply with ordinary principals regarding equal treatment of shareholders. Realization of the Company's own shares shall comply with the objectives regarding the acquisition, or at the stock exchange, or in other ways at market price and shall comply with ordinary principals regarding equal treatment of shareholders.
• 5. This authorisation takes effect from the Annual General Meeting 20th of May 2020 and is valid until 30th of June 2021.
• 6. This authorisation replaces and makes void the previously granted Board-authorisation regarding acquisition of own shares as approved the 22nd of May 2019.

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ENCLOSURE 2:

THE BOARD'S DECLARATION REGARDING SALARY AND OTHER REMUNERATION FOR THE CHIEF EXECUTIVE OFFICER AND MANAGEMENT

The Board determine the remuneration for the Chief Executive Officer and give guidelines regarding the remuneration of other Management. Management is in this declaration defined as the Chief Executive Officer and the Chief Financial Officer.

The fundamental principle in Bouvet's determination of salary and other remuneration for the Chief Executive Officer (CEO) and Management is that the terms are to be competitive as compared with terms offered by other companies in the business areas of Bouvet. Furthermore, it is a basic principle that Bouvet shall offer terms that encourage effort and value creation for the company and its shareholders, as well as facilitate the Managements loyalty to the company.

This specifically implies that the CEO and Management are given basic salary and other remuneration at a level reflecting the principles mentioned above.

The incentive scheme consists of two components:

• a) Profit-sharing on a regional level for managers and employees; and
• b) Profit-sharing on company level for employees in administration, finance and other staff who do not take part in the regional profit-sharing.

The CEO and CFO participate in the scheme b) above.

The CEO and Management participate in the company's share incentive program.

The company's collective retirement plan includes all employees. The retirement age is 67 years.

The CEO and Management have a three-month period of notice from the last day of the month in which the notice is given. The CEO also has a termination payment agreement for 12 months, where after all income from other sources in the twelve-month period are to be reported to Bouvet and deducted from the payments from Bouvet. The CEO's termination payment agreement is annulled if there is just cause for dismissal pursuant to the regulations in the Working Environment Act.

Salary and other remuneration for the CEO and management for the years 2019 and 2018 are described in further details in note 22 to the Group's annual accounts for 2019.

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RECOMMENDATION FROM THE NOMINATION COMMITTEE TO THE ANNUAL GENERAL MEETING IN BOUVET ASA

The Nomination Committee in Bouvet ASA was elected at the annual general meeting 24th of May 2018 and has consisted of Ingvild Myhre, Jørgen Stenshagen and Bjarte Gudmundsen.

Remuneration for 2020

In accordance with the company's established practice, the remuneration of the members of the Board of Directors is resolved in advance and is paid out through the year. The Nomination Committee proposes that the Annual General Meeting pass the following resolution:

Remuneration for 2020 will be NOK 300 000 to the Chairman of the Board, NOK 175 000 to the Deputy Chair and NOK 150 000 to External Board members elected by the Annual General Meeting.

The Chairman of the Board also chairs the Compensation committee, and the Deputy Chair chairs the Audit committee. These commissions are taken into consideration in the recommended remuneration, and thus there will be no separate remuneration for these commissions.

Election of members to the Board of Directors

One Board member (Grethe Høiland) is up for election. Feedback from the Board and CEO confirms that the present Board has a broad and well-composed competence. This is also documented in the Boards self-assessment report. Grethe Høiland has accepted re-election for one year.

The Nomination Committee unanimously proposes that Grethe Høiland is re-elected for a period of one year.

The composition of the Board of Directors in accordance with the Nomination Committee will be:

Pål Egil Rønn, Chairman Tove Raanes Grethe Høiland Ingebrigt Steen Jensen Egil Christen Dahl

The Nomination Committee notes that the composition of the proposed Board of Directors complies with recommendations and requirements pertaining to continuity, independence, professional competence (including qualifications for establishing an Audit Committee) and gender diversity.

Oslo, 29th April 2020

Ingvild Myhre Leader of the Nomination Committee