AGM Information • Nov 13, 2018
AGM Information
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To the shareholders in Marine Harvest ASA
Notice is hereby given of Marine Harvest ASA's extraordinary general meeting:
Date: 4 December 2018
Time: 14:00 CET
Venue: Sandviksbodene 77A/B, 5035 Bergen, Norway
The general meeting will be opened by the chairman of the board, Ole-Eirik Lerøy.
After the opening of the meeting there will be a registration of shareholders attending in person or by proxy.
The board of directors decided on 12 November 2018 to propose to the extraordinary general meeting a change of the company's name from Marine Harvest ASA to Mowi ASA.
Changing the company's name is a natural extension of the company's strategy of going into branding. Through implementing the MOWI branding strategy, the company can communicate its integrated value-chain from feed to the consumer's plate. The company will launch the MOWI brand into selected markets. The branded product line – yet to be announced – will provide customers added value in taste, convenience, nutrition and traceability.
Mowi is strongly rooted in the history of the company. The company known as Marine Harvest today was originally founded as Mowi by Norwegian aquaculture pioneers more than 50 years ago. Mowi is an inspirational name that recalls the pioneering spirit that has developed over the past 50 years. Since the first salmon was farmed in 1964, the company has grown into a global fully integrated company, including breeding, feed, farming, processing and sales.
Proposed resolution:
"Effective 1 January 2019, the company's name is changed to Mowi ASA, and article 1 of its articles of association shall be changed to the following:
"The name of the company is Mowi ASA. The company is a public limited company'".
Shareholders wishing to attend the general meeting are asked to inform the company thereof. Registration must be received by DNB Bank ASA Securities Services, no later than 3 December 2018 at 08:00 (CET). A registration form has been distributed to the shareholders.
Shareholders who do not wish to attend the 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 3 December 2018 at 08:00 (CET). A proxy form, with instructions on how to use it, has been distributed to the shareholders. Identity papers of both the proxy and the shareholder, and a company certificate if the shareholder is a legal entity, must be enclosed to the proxy form.
Both the registration form and the proxy form may be sent electronically through the company's website www.marineharvest.com or through VPS Investor Services. To get access to electronic registration or to submit a proxy form through the company's website, a pin code and a reference number must be stated. 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.
A shareholder who cannot attend the general meeting may prior to the general meeting cast a vote on each agenda item via www.marineharvest.com and VPS Investor Services. The deadline for prior voting is 3 December 2018 at 16:00 hours (CET). Until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered withdrawn if the shareholder attends the general meeting in person or by proxy.
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 for 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.
Marine Harvest 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 499,833,656 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 the deadline for submitting a notice to the general meeting expire.
A shareholder may bring an advisor to the general meeting and let one advisor speak on its behalf.
This notice and the documents referred to herein are available on the company's website www.marineharvest.com and will be sent free of charge by ordinary mail to the shareholders who so request. If a shareholder wishes to receive the documents, the company can be contacted by telephone on +47 21 56 23 03, or by email to [email protected].
Bergen, 12 November 2018 for the board of directors in Marine Harvest ASA
Ole-Eirik Lerøy Chairman
An extraordinary general meeting of Marine Harvest ASA will be held on 4 December 2018 at 14:00 CET at Sandviksbodene 77A/B, 5035 Bergen, Norway
Name of enterprise's representative (To grant a proxy, use the proxy form below)
The undersigned will attend the extraordinary general meeting on 4 December 2018 and vote for:
| Own shares | |
|---|---|
| Other shares in accordance with enclosed Power of Attorney | |
| A total of | Shares |
This notice of attendance must be received by DNB Bank ASA no later than 3 December 2018 at 8:00 (CET).
Notice of attendance may be sent electronically through the Company's website www.marineharvest.com or through VPS Investor Services. Advance votes may only be cast electronically, through the Company's website www.marineharvest.com or through VPS Investor Services. To access the electronic system for notification of attendance and advance voting through the Company's website, the abovementioned reference number and PIN code must be stated. Notice of attendance may also be sent by e-mail: [email protected], or by regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
Place Date Shareholder's signature (If attending personally. To grant a proxy, use the form below)
Proxy (without voting instructions) Ref no: PIN code: Extraordinary general meeting of Marine Harvest ASA
This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please refer to the next section.
If you are unable to attend the extraordinary general meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chair of the Board of Directors or a person authorised by him.
The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 3 December 2018 at 8:00 (CET). The proxy may be sent electronically through Marine Harvest ASA's website www.marineharvest.com, or through VPS Investor Services. It may also be sent by e-mail: [email protected] Post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
The undersigned ____________________________________________ hereby grants (tick one of the two):
the Chair of the Board of Directors (or a person authorised by him), or
_____________________________________________
(Name of proxy holder in capital letters)
a proxy to attend and vote for my/our shares at the extraordinary general meeting of Marine Harvest ASA on 4 December 2018 at 14:00 (CET).
Place Date Shareholder's signature (Signature only when granting a proxy)
With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the extraordinary general meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by him.
The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 3 December 2018 at 8:00 (CET). It may be sent by e-mail: [email protected] /regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
The undersigned __________________________________________ hereby grants (tick one of the two):
the Chair of the Board of Directors (or a person authorised by him), or
_____________________________________________
(Name of proxy holder in capital letters)
a proxy to attend and vote for my/our shares at the extraordinary general meeting of Marine Harvest ASA on 4 December 2018.
The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.
| Agenda extraordinary general meeting 4 December 2018 For |
Against | Abstention | ||
|---|---|---|---|---|
| 1. | Election of a chairperson and a person to countersign the minutes together with the chairperson |
| | |
| 2. | Approval of the notice and the proposed agenda | | | |
| 3. | Proposal from the board of directors to change the company name to Mowi ASA | | | |
Place Date Shareholder's signature (Only for granting proxy with voting instructions)
With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
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