AGM Information • Jun 1, 2017
AGM Information
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English office translation
The annual general meeting of Marine Harvest ASA was held on 1 June 2017 at 13:00 CET, in Sandviksbodene 77 A/B, 5035 Bergen, Norway.
Shareholders representing 190,639,323 shares, corresponding to 38.89% of the share capital, were represented in person or by proxy. A record of shareholders represented at the meeting is attached to these minutes.
Present were also the chairman of the board, Ole-Eirik Lerøy, CEO Alf-Helge Aarskog, CFO Ivan Vindheim and Øyvind Nore as representative from the company's auditor.
The general meeting was opened by the chairman of the board, Ole-Eirik Lerøy. He stated that the general meeting would be conducted in Norwegian.
The meeting had the following agenda:
Ole-Eirik Lerøy was elected chairperson, and Atle Madsen was elected to sign the minutes together with the chairperson.
A detailed list of the voting results is attached to the minutes.
The notice and agenda were approved.
A detailed list of the voting results is attached to the minutes.
CEO Alf-Helge Aarskog provided a briefing on the business of the Marine Harvest group.
CFO Ivan Vindheim provided a review of the main points in the board's proposed annual accounts for the company and the group for 2016. Reference was made to the board's and the auditor's statements included in the company's annual report for 2016. The board's proposal for the allocation of the result for the financial year 2016 was referred.
The general meeting then passed the following resolution:
"The board's proposed annual accounts for Marine Harvest ASA and the Marine Harvest group, including allocation of the result for the financial year, and the board's report for 2016 are approved."
A detailed list of the voting results is attached to the minutes.
The chairperson referred to the statement regarding principles for corporate governance which is included in the annual report. There were no comments to the statement.
The chairperson referred to the board of directors' guidelines for remuneration of senior executives which is included in note 15 of the company's annual accounts which is included in the company's annual report for 2016. The chairperson further informed that the quidelines for allocation of options must be approved by the general meeting and that the rest of the quidelines are subject to an advisory vote.
The general meeting then passed the following resolution, relating to the part of the quidelines which do not apply to the allocation of the options:
"The general meeting takes the board of directors' view regarding the guidelines for remuneration of senior executives under advisement and endorses them".
A detailed list of the voting results is attached to the minutes.
The chairperson referred to the board's proposal regarding allocation of options included in the quidelines for remuneration of senior executives.
The general meeting then passed the following resolution:
"The general meeting approves the board of directors' guidelines for allocation of options as described in the board of directors' guidelines for remuneration of senior executives."
A detailed list of the voting results is attached to the minutes.
The nomination committee's proposal was referred by the chairperson.
The general meeting then passed the following resolution:
"The directors shall receive the following remuneration for their work in the period 2017/2018.
| The chairman of the board: | NOK 1,100,000 |
|---|---|
| The deputy chairman of the board: | NOK 575.000 |
| Paul Mulligan: I | USD 150,000 |
| Other Directors: | NOK 400.000 |
Members of the audit committee will receive an additional fee of NOK 150,000 (chairman) and NOK 100,000 (members) for their work".
A detailed list of the voting results is attached to the minutes.
The nomination committee's proposal was referred by the chairperson. The general meeting then passed the following resolution:
"The members of the nomination committee shall be remunerated as follows for their work in the period 2016/2017:
English office translation
NOK 100,000 The chairman of the committee: Members of the committee: NOK 35,000"
A detailed list of the voting results is attached to the minutes.
The chairperson referred to the board's proposal. The general meeting then passed the following resolution:
"The remuneration to the company's auditor for work in 2016 is approved with the amount set out in note 17 to the company's annual accounts".
A detailed list of the voting results is attached to the minutes.
The nomination committee's proposal was referred by the chairperson. The general meeting then passed the following resolution:
"The following persons are re-elected as board members for a 2 year term:
Ole-Eirik Lerøy Lisbet K. Nærø Ørjan Svanevik
Ole-Eirik Lerøy and Lisbet K. Nærø are re-elected as Chairperson and Deputy Chairperson for the same period."
The board will thereafter consist of the following shareholder elected board members:
Ole-Eirik Lerøy, Chairperson Lisbet K. Nærø, Deputy Chairperson Cecilie Fredriksen Ørjan Svanevik Paul Mulligan Jean-Pierre Bienfait Birgitte Ringstad Vartdal
A detailed list of the voting results is attached to the minutes.
The nomination committee's proposal was referred by the chairperson. The general meeting then passed the following resolution:
"The following persons are re-elected as members of the nomination committee for a 2 year term:
Robin Bakken, Chairperson Merete Haugli, member Nils Bastiansen, member."
The nomination committee will thereafter consist of the following members:
Robin Bakken, Chairperson Merete Haugli, member Nils Bastiansen, member
The board's proposal was presented and substantiated by the chairperson. The general meeting then passed the following resolution:
"The board of director's proposal to distribute a dividend of NOK 3.00 per share in the form of repayment of paid-in capital is approved."
The board's proposal was presented and substantiated by the chairperson. The general meeting then passed the following resolution:
"The board of directors is authorised under section 8-2 (2) of the Public Limited Companies Act to resolve the distribution of dividends based on the company's annual accounts for 2016. The authorisation includes distribution in the form of repayment of paid-in capital.
The authorisation may be used to resolve to distribute dividend up to an aggregate amount that may not exceed NOK 7,500,000,000.
The authority is valid until the ordinary general meeting in 2018, however no longer than 30 June 2018."
A detailed list of the voting results is attached to the minutes.
The board's proposal was presented and substantiated by the chairperson. The general meeting then passed the following resolution:
"The board of directors is authorised under section 9-4 of the Public Limited Companies Act to acquire shares in the company ("own shares") on behalf of the company with a total nominal value of up to NOK 367,625,862, but in no event with an amount that exceeds 10% of the company's share capital at the date of the annual general meeting. Subject to this aggregate amount limitation, the authority may be used on more than one occasion.
When acquiring own shares, the consideration per share may not exceed NOK 200 and may not be less than the shares' nominal value of NOK 7.50.
The authorisation covers all forms of acquisitions of shares in the company and the encumbering of these per agreement. Shares purchased in accordance with this authorisation may be divested in any way, including sales in the open market and as consideration in transactions.
The general principles of equal treatment must always be observed in relation to transactions with shareholders based on the authorisation granted.
If the nominal value of the company's shares changes during the term of this authority, the scope of the authority will change accordingly.
The authority is valid until the ordinary general meeting in 2018, however no longer than 30 June 2018."
A detailed list of the voting results is attached to the minutes.
The board's proposal was presented and substantiated by the chairperson. The general meeting then passed the following resolution:
"The board of directors is authorised under section 10-14 of the Public Limited Companies Act to increase the company's share capital by up to NOK 367,625,862, but in no event with an amount that exceeds 10% of the company's share capital at the date of the annual general meeting. Subject to this aggregate amount limitation, the authorisation may be used on more than one occasion.
The pre-emptive rights of the shareholders under the Public Limited Companies Act section 10-4 may be set aside.
The authorisation covers capital increases against cash and non-cash contributions. The authorisation covers the right to impose special obligations on the company as provided in section 10-2 of the Public Limited Companies Act. The authorisation covers resolutions on mergers as provided in section 13-5 of the Public Limited Companies Act. If the contribution is to be made by a transfer of non-cash assets to the company, the board may decide that such assets are transferred to a subsidiary subject to a corresponding settlement taking place between the subsidiary and the company.
The authorisation is valid until the ordinary general meeting in 2018, however, no longer than 30 June 2018."
A detailed list of the voting results is attached to the minutes.
The board's proposal was referred to and substantiated by the chairperson. The general meeting then passed the following resolution:
"The board of directors is authorised under section 11-8 of the Public Limited Companies Act to take up convertible loans with a total principal amount of up to NOK 3,200,000,000. Subject to this total amount limitation, the authorisation may be used on more than one occasion.
Upon conversion of loans taken up pursuant to this authorisation, the company's share capital may be increased by up to NOK 367,625,862, but in no event with an amount that exceeds 10% of the company's share capital at the date of the annual general meeting.
The pre-emptive rights of the shareholders under section 11-4 cf. section 10-4 of the Public Limited Companies Act may be set aside.
The authorisation is valid until the ordinary general meeting in 2018, however, no longer than 30 June 2018."
A detailed list of the voting results is attached to the minutes.
As there were no further matters on the agenda the meeting was adjourned.
Ole-Eirik Lerøy Chairperson
Atle Madsen
| ISIN: | NO0003054108 MARINE HARVEST ASA |
|---|---|
| General meeting date: 01/06/2017 13.00 | |
| Today: | 01.06.2017 |
| Number of shares % sc | ||
|---|---|---|
| Total shares | 490,167,777 | |
| - own shares of the company | 0 | |
| Total shares with voting rights | 490,167,777 | |
| Represented by own shares | 475 | $0.00 \%$ |
| Represented by advance vote | 41,821,114 | 8.53% |
| Sum own shares | 41,821,589 | 8.53% |
| Represented by proxy | 2,888,587 | 0.59% |
| Represented by voting instruction | 145,929,147 29.77 % | |
| Sum proxy shares | 148,817,734 30.36 % | |
| Total represented with voting rights | 190,639,323 38.89 % | |
| Total represented by share capital | 190,639,323 38.89 % |
Registrar for the company:
Signature company: MARINE HARVEST ASA
DNB Bank ASA
| General meeting date: 01/06/2017 13:00 01.06.2017 Today: Poll not registered Represented shares FOR Against Poll in Abstain Shares class with voting rights Agenda item 1 Election of a chairperson and a person to countersign the minutes together with the chairperson 0 190,639,323 190,639,140 0 190,639,140 183 Ordinær 100.00% $0.00 \%$ 0.00% votes cast in % 0.00% 0.00 % representation of sc in % 100.00% 0.00% 100.00 % 0.00 % 0.00% 38.89% $0.00 \%$ 38.89% total sc in % 183 o 190,639,323 190,639,140 0 190,639,140 Total Agenda item 2 Approval of the notice and the proposed agenda 0 0 190,639,323 190,639,323 0 190,639,323 Ordinær 0.00% 100.00 % 0.00% votes cast in % $0.00 \%$ 0.00% 0.00% representation of sc in % 100.00 % 100.00 % $0.00 \%$ $0.00 \%$ 0.00% 38.89% total sc in % 38.89 % o 190.639,323 190,639.323 0 190,639,323 0 Total Agenda item 4 Approval of the financial statements and theboard of directors' report for 2016 for Marine Harvest ASA and the Marine Harvest group 0 a 190,639,323 190.475,303 164,020 190,639,323 Ordinær 0.09% 0.00% votes cast in % 99.91% 99.91% 0.09% 100.00% 0.00% $0.00 \%$ representation of sc In % 0.00% $0.00 \%$ 0.03% 38.89 % total sc In % 38.86% o 164,020 190,639,323 0 190.639,323 Total 190,475,303 Agenda item 6 The board's statement regarding the remuneration of senior executives 190,509,970 o 190,639,323 Ordinær 181.315,227 9,194,743 129,353 4.83% 95.17% 0.00% votes cast in % 0.07% 0.00% 4.32 % 99.93% representation of sc in % 95.11% $0.00 \%$ 36.99 % 1.88 % 38.87 % 0.03% total sc in % 0 9,194,743 190,509,970 129,353 190,639,323 181, 315, 227 Total Agenda item 7 Approval of the guidelines for allocation of options 0 9,803,875 190,535,187 104,136 190,639,323 Ordinær 180,731,312 votes cast in % 94.86% 5.15% 0.00% 5.14 % 99.95% 0.06% 0.00 % representation of sc in % 94.80% $0.00 \%$ 36.87% 2.00 % 38.87% 0.02% total sc in % 104,136 o 190.639,323 180,731,312 9,803,875 190,535,187 Total Agenda item 8 Determination of the remuneration of the board members 0 190,639,323 Ordinær 190.517.224 97.157 190,614,381 24,942 0.00% 99.95% 0.05% votes cast in % 0.05% 0.01% 0.00 % 99.94% 99.99% representation of sc in % $0.00 \%$ 38.87% 0.02% 38.89 % 0.01% total sc in % 190,517,224 97,157 190,614,381 24.942 0 190,639,323 Total Agenda item 9 Determination of the remuneration of the members of the nomination committee 190,613,723 ٥ 190,639,323 Ordinær 190,612,223 1,500 25,600 $0.00 \%$ 0.00 % votes cast in % 100.00% 0.00% 99.99% $0.00 \%$ 99.99% 0.01% representation of sc in % 38.89% 0.00% 38.89 % 0.01% $0.00 \%$ total sc in % 25,600 0 190,639,323 190,612,223 1,500 190,613,723 Total Agenda item 10 Determination of the remuneration of the company's auditor for 2016 0 5,232,081 190,613,208 26,115 190,639,323 Ordinær 185, 381, 127 97.26% 2.75% 0.00 % votes cast in % 2.74% 0.01 % 0.00 % representation of sc in % 97.24% 99,99 % 0.00% total sc in % 37.82% 1.07% 38.89 % 0.01% 0 190,639,323 185,381,127 5,232,081 190,613,208 26,115 Total Agenda item 11 Election of a new board of directors 190,639,323 Ordinær 168,648,067 21,989,607 190,637,674 1,649 0 88.47% 0.00 % votes cast in % 11.54 % 0.00% representation of sc In % 88.46% 11.54 % 100.00 % 0.00 % $0.00 \%$ total sc in % 34.41 % 4.49% 38.89 % 0.00% 0 190,639,323 168,648,067 21,989,607 190,637,674 1,649 Total Agenda item 11 A. Ole-Eirik Lerpy 190,548,671 0 190,639,323 Ordinær 169,265,659 21,283,012 90,652 votes cast in % 88.83% 11.17% $0.00 \%$ $0.00 \%$ 88.79% 11.16 % 99.95 % 0.05% representation of sc in % 0.00% total sc in % 4.34% 38.87% 0.02 % 34.53% 169,265,659 21,283,012 190,548,671 90,652 0 190,639,323 Total |
ISIN: | NO0003054108 MARINE HARVEST ASA | |||||
|---|---|---|---|---|---|---|---|
Agenda item 11 B Lisbeth K. Nærø
https://investor.vps.no/gm/votingResultTotalMinutes.htm?_menu=true&fromMain=T... 01.06.2017
| Shares class | FOR | Against | Poll in | Abstain | Poll not registered Represented shares with voting rights |
|
|---|---|---|---|---|---|---|
| Ordinær | 170, 179, 598 20, 455, 076 190, 634, 674 | 4,649 | $\overline{0}$ | 190,639,323 | ||
| votes cast in % | 89 27 % | 10.73% | 0.00% | |||
| representation of sc in % | 89.27% | 10.73% | 100.00% | 0.00 % | $0.00 \%$ | |
| total sc in % | 34 72 % | 4.17% | 38.89 % | 0.00% | 0.00% | |
| Total | 170,179,598 20,455,076 190,634,674 | 4,649 | o | 190,639,323 | ||
| Agenda item 11 C Ørjan Svanevik | ||||||
| Ordinær | 170,402,144 | 20,232,530 | 190,634.674 | 4,649 | O | 190,639,323 |
| votes cast in % | 89.39 % | 10.61% | $0.00 \%$ | |||
| representation of sc in % | 89.39 % | 10.61 % | 100.00% | 0.00% | 0.00% | |
| total sc in % | 34.76 % | 4.13 % | 38.89 % | 0.00% | 0.00% | |
| Total | 170,402,144 20,232,530 190,634,674 | 4,649 | $\bullet$ | 190,639,323 | ||
| Agenda item 12 Election of members of the nomination committee | ||||||
| Ordinær | 186.596.057 | 2,192,747 | 188.788.804 | 1.850.519 | 0 | 190.639.323 |
| votes cast in % | 98.84 % | 1.16% | $0.00 \%$ | |||
| representation of sc in % | 97.88% | 1.15 % | 99.03% | 0.97% | 0.00% | |
| total sc in % | 38.07 % | 0.45% | 38.52% | 0.38% | 0.00% | |
| Total | 186,596,057 | 2,192,747 188,788,804 1,850,519 | 0 | 190,639,323 | ||
| Agenda item 13 Authorisation to the board to distribute quarterly dividends | ||||||
| Ordinær | 190.506,963 | 132.360 | 190,639.323 | 0 | 0 | 190,639,323 |
| votes cast in % | 99.93% | 0.07% | $0.00 \%$ | |||
| representation of sc in % | 99.93% | 0.07% | 100.00% | 0.00% | $0.00 \%$ | |
| total sc in % | 38.87% | 0.03% | 38.89% | $0.00 \%$ | $0.00 \%$ | |
| Total | 190,506,963 | 132,360 190,639,323 | o | o | 190,639,323 | |
| Agenda item 14 Authorisation to the board to distribute dividends | ||||||
| Ordinær | 190.363,063 | 276,260 | 190,639,323 | ٥ | O | 190,639,323 |
| votes cast in % | 99.86% | 0.15% | 0.00% | |||
| representation of sc in % | 99.86% | 0.15% | 100.00 % | 0.00% | $0.00 \%$ | |
| total sc In % | 38.84% | 0.06 % | 38.89 % | 0.00% | 0.00% | |
| Total | 190,363,063 | 276,260 190,639,323 | a | $\mathbf{a}$ | 190,639,323 | |
| Agenda Item 15 Authorisation to the board to purchase the company's own shares | ||||||
| Ordinær | 184,442,898 | 986,327 | 185,429,225 | 5,210,098 | o | 190,639,323 |
| votes cast in % | 99.47% | 0.53% | 0.00% | |||
| representation of sc in % | 96.75% | 0.52% | 97.27% | 2.73% | 0.00% | |
| total sc in % | 37.63 % | 0.20% | 37.83% | 1.06 % | 0.00% | |
| Total | 184,442,898 | 986,327 185,429,225 5,210,098 | $\mathbf o$ | 190,639,323 | ||
| Agenda item 16 Authorisation to the board to issue new shares | ||||||
| Ordinær | 188,339,250 | 2,296,795 | 190,636,045 | 3,278 | 0 | 190,639,323 |
| votes cast in % | 98.30 % | 1.21% | 0.00% | |||
| representation of sc In % | 98.79% | 1.21% | 100.00% | 0.00% | $0.00 \%$ | |
| total sc in % | 38.42% | 0.47% | 38.89 % | $0.00 \%$ | 0.00 % | |
| Total | 188,339,250 | 2,296,795 190,636,045 | 3,278 | $\Omega$ | 190,639,323 | |
| Agenda item 17 Authorisation to the board to take up convertible loans | ||||||
| Ordinær | 177 896,241 | 12,738,861 | 190,635,102 | 4,221 | 0 | 190,639,323 |
| votes cast in % | 93.32% | 6.68% | 0.00% | |||
| representation of sc in % | 93.32% | 6.68% | 100.00% | 0.00% | 0.00% | |
| total sc in % | 36.29% | 2.60 % | 38.89 % | 0.00 % | $0.00 \%$ | |
| Total | 177,896,241 12,738,861 190,635,102 | 4,221 | O | 190,639,323 | ||
Registrar for the company: DNB Bank ASA
Signature company: MARINE HARVEST ASA
Name Total number of shares Nominal value Share capital Voting rights Ordinær 490,167,777 7.50 3,676,258,327.50 Yes $|_{\mathbf{Sum1}}$
§ 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
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