Bakkafrost P/f

AGM Information • Apr 3, 2020

Minutes

From

Annual General Meeting 2020

Meeting location: Company's premises at Bakkavegur 8, Glyvrar, Faroe Islands

Time: Friday 3 April 2020 at 15:00 GMT

Present were shareholders representing 27.817.030 shares equating to 47.03% of the outstanding shares. The voting result for each respective item is set out on pages 10 and $11.$

The following also attended: The Chairman of the Board of Directors, Runi M. Hansen, the company's CEO, Regin Jacobsen, Managing Director Odd Eliasen, the company's CFO, Høgni Dahl Jakobsen, the company's lawyer Christian F. Andreasen and the company's auditor P/F Januar, løggilt grannskoðaravirki. Heini Thomsen and Fróði Sivertsen.

The general meeting was opened by the Chairman of the Board of Directors, Rúni M. Hansen.

After having recorded the list of shareholders present and presented it to the general meeting, the following agenda was discussed:

AGENDA:

1.	Election of Chairman of the Meeting	Decision
	The Board of Directors proposed to elect Mr. Christian F. Andreasen to chair the meeting and to sign the minutes.	Re. 1 Christian F. Andreasen was elected chairman of the meeting. The chairman of the meeting put to approval the notice and proposed agenda submitted 10 March 2020, and it was unanimously approved. The chairman then declared the general meeting legally convened.

Briefing from the Board of Directors $2.$ on the Activities of the Company in Decision the Previous Financial Year Chairman of the Board of Directors. Re. 2 Rúni M. Hansen and CEO, Regin Chairman of the Board of Directors, Rúni Jacobsen gave a briefing on the M. Hansen and CEO Regin Jacobsen gave activities of the Bakkafrost Group in a presentation of the Bakkafrost Group's the previous year. activities in 2019. The presentation was approved without voting. $3.$ Presentation of the Audited Annual Decision Accounts for Approval The Board of Directors' proposed Re. 3 profit and loss for 2019, balance CFO Høgni Dahl Jakobsen reviewed the sheet as of 31 December 2019, and main accounts of the Board of Directors' notes thereto for P/F Bakkafrost proposed profit and loss account for the and the Bakkafrost Group as well as company and the Group for 2019. the Board of Directors' and auditor's reports for 2019 are included in the Annual Report for 2019, which was presented to the meeting. Subsequently, the general meeting passed the following resolution: Proposal from the Board of Directors: "The Board of Directors' proposal for The Board of Directors proposes the Annual and Consolidated Report and following resolution to be passed: Accounts for P/F Bakkafrost and the Bakkafrost Group as well as the Board of "The Board of Directors' proposal Directors' report for 2019 are approved.' for Annual and Consolidated Report and Accounts for P/F Bakkafrost The resolution was passed unanimous. and the Bakkafrost Group as well as the Board of Directors' report for 2019 are approved."

4.	Decision on How to Use Profit or Cover Loss According to the Approved Accounts and Annual Report	Decision
	The Board of Directors had previously proposed the following resolution to be passed: "Dividends of DKK 8.31 per share are paid to the shareholders, in total DKK 491 million. Dividends are paid to shareholders, registered in VPS as of close on 3 April 2020. After dividends. payment of - the distributable equity totals DKK 7,602 million. The company's shares will be listed exclusive of dividend from 6 April 2020, and the shares will have a record date on 7 April 2020. The expected payment date is 24 April 2020." On 26 March 2020 the Board of Directors withdrew the above- mentioned dividend proposition due to the uncertainty caused by the COVID-19 pandemic. This was announced in release no. 499727 to Oslo Børs on 26 March 2020. Hence this item on the agenda is not up for voting on the Annual General Meeting.	Re. 4 Chairman of the Board of Directors, Rúni M. Hansen, informed about the background for the Board of Directors' decision to withdraw the dividend payment proposition. He also reminded the AGM that the Board of Directors will present a new proposition regarding the dividend payment for 2019 when the H1- report for 2020 is presented on 25 August 2020. There was no voting for this item on the agenda.

EFFABUSHED 1964

5.	Election of Board of Directors	Decision
	Members of the board are elected for a period of one year. Board members may be re-elected. According to the articles of association of the company, the election committee shall make a recommendation to the general meeting regarding election of members of the board of directors.	Re. 5 The general meeting passed the following resolution: All members of the board are re-elected for a period of one year. The resolution was approved without voting, as there was only one proposal.
	The members of the board are Johannes Jensen, Annika Frederiksberg, Einar Wathne, Øystein Sandvik, Teitur Samuelsen in addition to the chairman, Rúni M. Hansen, who is elected directly by the general meeting. It is the recommendation of the election committee that all board members are re-elected.

Election of Chairman of the Board of Directors	Decision
According to the articles of association of the company, the chairman of the board is elected directly by the general meeting. Chairman of the board is Rúni M. Hansen. The chairman of the board is elected for a period of one year. The chairman of the board may be re-elected. According to the articles of association of the company, the election committee shall make a recommendation to the general meeting regarding election of chairman of the board of directors. The election committee of the company proposes re-election of Rúni M. Hansen as chairman of the board of directors.	Re. 6 The general meeting passed the following resolution: Rúni M. Hansen is re-elected as chairman of the board of directors for one more year. The resolution was approved without voting, as there was only one proposal.
Decision with regard to Remuneration for the Board of Directors and the Accounting Committee	Decision
The election committee of the company proposes that the remuneration of the board of directors for 2020 is as follows:	Re. 7 The proposal from the election committee was sustained and was passed unanimous:
Board members receive DKK 231,000 per year, the deputy chairman receives DKK 288,750 per year, and the chairman receives DKK 462,000 per year. The election committee proposes that the remuneration for the accounting committee is set at DKK	Board members are granted a fee of DKK 231,000 per year. The Deputy Chairman is granted a fee of DKK 288,750 per year. The Chairman of the board is granted a fee of DKK 462,000 per year. In addition, the members of the accounting committee are granted a fee of DKK 47,250 per year.
	47,250 per year.

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8.	Election of Members to the Election Committee, hereunder election of Chairman of the Election Committee	Decision
	For this general meeting, Gunnar i Liða and Rógvi Jacobsen are up for election. The election committee proposes re-election of Gunnar í Liða and Rógvi Jacobsen. The election committee proposes re-election of Gunnar í Liða as chairman for the election committee.	Re. 8 On basis of the election committee's proposal the following members were re- elected: - Gunnar í Liða - Rógvi Jacobsen for a period of two years. Gunnar í Liða was elected as chairman of the election committee for two more years. The resolution was approved without voting as there was only one proposal.
9.	Decision with regard to Remuneration for the Election Committee	Decision
	The election committee of the company proposes that the remuneration for the election committee members for 2020 is unchanged at DKK 12,000 per year. and the remuneration for the chairman shall be DKK 24,000 per year.	Re. 9 The election committee proposal resolution was passed.

10.	Election of Auditor	Decision
	The auditor of the company is P/F Januar, løggilt grannskoðanarvirki, Óðinshædd 13, 110 Tórshavn. The board proposes re-election of the auditor for the period until the next annual general meeting.	Re. 10 The Chairman of the Board of Directors presented the Board of Directors' proposal in respect of the election of auditor until the next Annual General Meeting. The Board of Directors proposes re- election of P/f Januar, løggilt grannskoðaravirki, Óðinshædd 13, 110 Tórshavn as the company's auditor. The resolution was passed.
11.	Remuneration Policy	Decision
	Referring to $\S$ 10, subsection 4 in the Articles of Association, the board proposes that adopted guidelines with regard to remuneration for the management of the company, approved at the general meeting in 2018, remain in effect unchanged for the accounting year 2020.	Re. 11 The chairman of the meeting presented the Board of Directors' proposal in respect of the guidelines for remuneration of the senior management of the company. The resolution was approved.
12.	Proposal for Amendment to the Articles of Association	Decision
	At the extraordinary general meeting of the company in October 2019, the board was authorized to increase the share capital of the company by a nominal amount of DKK 6 million. The board has used this authorization in connection with the purchase of shares in The Scottish Salmon Company Plc, leaving the remaining authorization for the board to issue new shares at a nominal amount of DKK 515,065. The board proposes that the authorization to increase the share capital is renewed. It is proposed	Re. 12 The chairman of the meeting presented the Board of Directors' proposal Subsequently, the general meeting passed the resolution to amend $\S$ 4A of the Company's Articles of Association as follows: "The board of directors of the company is authorized to increase the share capital of the company in one or several rounds with up to a nominal amount of DKK 5,914,300. The new shares shall be registered by name and comply with the rules in $\S$ 4 of the articles of association. The board of directors are authorized to set aside the pre-emptive right of the

	that the maximum limit shall be 10% of the company's share capital. To allow flexibility for the board, it is proposed that the board shall be authorized to set aside the pre- emptive right of the existing shareholders to subscribe the new share capital in relation to capital increases, based on this provision. The purpose of the proposal is to simplify the procedure in relation to capital increases for the financing of further growth and in order to provide the possibility to offer shares as payment in relation to purchases, where this is deemed to be favourable to the company. Furthermore, the purpose is to have the possibility to strengthen the company's funding. The board proposes that $\S$ 4A of the company's Articles of Association is amended as follows: "The board of directors of the company is authorized to increase the share capital of the company in one or several rounds with up to a nominal amount of DKK 5,914,300.	ESTABLISHED INGS existing shareholders to subscribe the new share capital. The new shares shall have a nominal value of DKK 1. New shares may be subscribed against cash payment or by way of debt conversion. The authorization of the board of directors to increase the share capital is in force until the ordinary general meeting of the company in 2025."
	The new shares shall be registered by name and comply with the rules in $\S$ 4 of the articles of association. The board of directors are authorized to set aside the pre- emptive right of the existing shareholders to subscribe the new share capital. The new shares shall have a nominal value of DKK 1. New shares may be subscribed against cash payment or by way of debt conversion. The authorization of the board of directors to increase the share capital is in force until the ordinary general meeting of the company in 2025."
13.	Any other Business	Decision
	No matters have been received under this item. There will be no voting under this item.	Re. 13 No proposal was on the agenda.

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Glyvrar 03/04/2020

$16.00$ Time: 17:00

Approved by the chairman of the Annual General Meeting:

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Christian F. Andreasen

Voting Protocol for general meeting P/F Bakkafrost 03-04-2020 15:00

Agenda item	For	Against	Poll in	Abstain	Poll not registred	Represented shares with voting rights
1. Election of Chairman of the Meeting
Votes cast	27.817.030	o	27.817.030	o	$\Omega$	27.817.030
% of votes cast	100,00%	0.00%	100,00%	0,00%	0,00%
% of reperesented shares	100,00%	0,00%	100,00%	0,00%	0,00%
% of total share capital	47,03%	0,00%	47,03%	0,00%	0,00%
2. Briefing from the Board of Directors on the Activities of the Company in the Previous Financial Year
Votes cast	27.817.030	0	27.817.030	0	0	27.817.030
% of votes cast	100,00%	0,00%	100,00%	0,00%	0,00%
% of reperesented shares	100,00%	0,00%	100,00%	0,00%	0,00%
% of total share capital	47,03%	0,00%	47,03%	0,00%	0,00%
3. Presentation of the Audited Annual Accounts for Approval
Votes cast	27.817.030	0	27.817.030	0	o	27.817.030
% of votes cast	100,00%	0.00%	100,00%	0,00%	0,00%
% of reperesented shares	100,00%	0,00%	100,00%	0.00%	0,00%
% of total share capital	47,03%	0,00%	47,03%	0,00%	0.00%
4. Decision on How to Use Profit or Cover Loss According to the Approved Accounts and Annual Report
Votes cast	27.817.030	0	27.817.030	0	0	27.817.030
% of votes cast	100,00%	0,00%	100,00%	0,00%	0,00%
% of reperesented shares	100,00%	0,00%	100,00%	0,00%	0,00%
% of total share capital	47,03%	0.00%	47,03%	0,00%	0,00%
5. Election of Board of Directors
Votes cast	24.439.502	2.870.678	27.310.180	506.850	0	27.817.030
% of votes cast	89,49%	10,51%	100,00%	1,86%	0,00%
% of reperesented shares	87,86%	10,32%	98,18%	1,82%	0,00%
% of total share capital	41,32%	4,85%	46,18%	0,86%	0,00%
6. Election of Chariman of Board of Directors
Votes cast	27.518.893	298.137	27.817.030	0	0	27.817.030
% of votes cast	98,93%	1.07%	100,00%	0,00%	0,00%
% of reperesented shares	98,93%	1,07%	100,00%	0,00%	0,00%
% of total share capital	46,53%	0,50%	47,03%	0,00%	0,00%
7. Decision with Regard to Remuneration for the Board of Directors and the Accounting Committee
Votes cast	27.680.812	136.218	27.817.030	0	$\mathbf 0$	27.817.030
% of votes cast	99,51%	0,49%	100,00%	0,00%	0,00%
% of reperesented shares	99,51%	0,49%	100,00%	0,00%	0,00%
% of total share capital	46,80%	0.23%	47,03%	0,00%	0,00%
8. Election of Members to the Election Committee, hereunder Election of Chairman of the Election Committee
Votes cast	26.925.917	105.883	27.031.800	785.230	0	27.817.030
% of votes cast	99,61%	0,39%	100,00%	2,90%	0,00%
% of reperesented shares	96,80%	0,38%	97,18%	2,82%	0,00%
% of total share capital	45,53%	0,18%	45,71%	1,33%	0,00%

Agenda item	For	Against	Poll in	Abstain	Poll not registred	Represented shares with voting rights
9. Decision with Regard to Remuneration for the Election Committee
Votes cast	26.240.834	1.576.196	27.817.030	0	$\mathbf{0}$	27.817.030
% of votes cast	94.33%	5.67%	100,00%	0.00%	0.00%
% of reperesented shares	94,33%	5,67%	100,00%	0.00%	0.00%
% of total share capital	44,37%	2,67%	47,03%	0,00%	0,00%
10. Election of Auditor
Votes cast	27.516.739	300.291	27.817.030	O	$\mathbf{0}$	27.817.030
% of votes cast	98,92%	1,08%	100,00%	0,00%	0,00%
% of reperesented shares	98,92%	1,08%	100,00%	0,00%	0,00%
% of total share capital	46,53%	0.51%	47,03%	0,00%	0,00%
11. Remuneration Policy
Votes cast	27.311.329	505.701	27.817.030	0	$\mathbf 0$	27.817.030
% of votes cast	98,18%	1,82%	100,00%	0,00%	0,00%
% of reperesented shares	98,18%	1.82%	100.00%	0,00%	0,00%
% of total share capital	46,18%	0.86%	47,03%	0.00%	0,00%
12. Proposla for Amendment of the Articles of Association
Votes cast	25.371.399	2.445.631	27.817.030	0	0	27.817.030
% of votes cast	91,21%	8.79%	100.00%	0.00%	0.00%
% of reperesented shares	91,21%	8,79%	100,00%	0,00%	0,00%
% of total share capital	42,90%	4,14%	47,03%	0,00%	0,00%
13. Any other Business
Votes cast	16.274.178	3.209.532	19.483.710	8.333.320	0	27.817.030
% of votes cast	83,53%	16,47%	100,00%	42,77%	0,00%
% of reperesented shares	58,50%	11,54%	70,04%	29,96%	0,00%
% of total share capital	27,52%	5,43%	32,94%	14,09%	0,00%
Share information		Number of shares	Nominal value	Share capital

Share information	shares	value		capital
Share capital	59.143.000		1.	59.143.000
Own shares without voting rights	191.609
Total shares with voting rights	58.951.391
Represented shares with voting rights	27.817.030

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