AGM Information • May 10, 2017
AGM Information
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To the shareholders in Marine Harvest ASA
Notice is hereby given of Marine Harvest ASA's annual general meeting:
Time: 13:00 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 company's CEO, Alf-Helge Aarskog, will provide a briefing on the business of the Marine Harvest group.
The financial statements and the board of directors' report for 2016 for Marine Harvest ASA and the Marine Harvest group are included in the annual report for 2016. The annual report is available on the company's website www.marineharvest.com.
Pursuant to section 5-6 (4) of the Public Limited Companies Act, the general meeting must discuss the board's report regarding corporate governance. The board's report is included in the annual report for 2016, which is available on the Company's website www.marineharvest.com.
Pursuant to section 6-16 (a) of the Public Limited Companies Act, the board must prepare a statement regarding the remuneration of senior management (the "Statement").
The Statement is included in note 15 of Marine Harvest ASA's annual accounts which is included in the annual report for 2016. The annual report is available on the company's website www.marineharvest.com.
Pursuant to the Public Limited Companies Act § 5-6 (3), the shareholders will be asked to approve the guidelines for allocation of options set out in the Statement. In addition an advisory vote on the rest of the Statement will be held.
Consequently, two votes will be held, one advisory vote under this item 6 and one ordinary vote over the guidelines for the allocation of options under item 7 below.
The board asks that the general meeting approves the guidelines for the allocation of options set out in the Statement.
The nomination committee's proposal for remuneration to the board members for the period 2017/18 is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.marineharvest.com.
The nomination committee's proposal for remuneration to the members of the nomination committee for the period 2016/17 is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.marineharvest.com.
The fee is set out in note 32 of Marine Harvest ASA's annual accounts for 2016 which is included in the annual report for 2016. The board recommends that the fee be set accordingly. The annual report is available on the company's website www.marineharvest.com.
The election period for Ole-Eirik Lerøy, Lisbet K. Nærø and Ørjan Svanevik expire at the ordinary general meeting.
The nomination committee recommends that Ole-Eirik Lerøy, Lisbet K. Nærø and Ørjan Svanevik are re-elected for a period of 2 years.
The nomination committee also recommends that Ole-Eirik Lerøy is re-elected chairman of the board and that Lisbet K. Nærø is re-elected deputy chairman.
If the nominees are elected, the board will consist of the following shareholder-elected members:
Ole-Eirik Lerøy, chairman of the board
Lisbet K. Nærø, deputy chairman
Ørjan Svanevik
Cecilie Fredriksen
Paul Mulligan
Jean-Pierre Bienfait
Birgitte Ringstad Vartdal
The nomination committee's proposal with an explanatory statement is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.marineharvest.com.
The election period for Robin Bakken, Nils Bastiansen and Merete Haugli expire at the annual general meeting. The nomination committee recommends that Robin Bakken, Nils Bastiansen and Merete Haugli are re-elected for a period of 2 years.
The nomination committee's proposal with an explanatory statement is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.marineharvest.com.
Reference is made to the company's stock exchange notice on 10 May 2017 where the company announced that the board had resolved to distribute a quarterly dividend of NOK 3.00 per share for the first quarter in 2017, subject to approval by the ordinary general meeting.
The board proposes that the following resolution is passed:
"A dividend of NOK 3.00 per share in the form of repayment of paid-in capital shall be distributed."
Reference is made to the company's strategy on quarterly distribution of dividends, if deemed appropriate based on the company's financial situation. To facilitate distribution of dividends throughout the year, the board proposes the following resolution:
"The board of directors is authorised under section 8-2 (2) of the Public Limited Companies Act to approve 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 approve the distribution of 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."
At the ordinary general meeting in 2016, the board was authorised to purchase the company's own shares with a nominal value of up to NOK 337,564,239. The authorisation is valid until the ordinary general meeting in 2017, however no longer than 30 June 2017. The amount represented 10% of the company's share capital at the date of the ordinary general meeting. The board has used its authorisation to purchase 55,900 shares and 697,348 shares in the market at an average price of NOK 150.50 and NOK 141.10 per share. The purchase was made in connection with the company's share purchase program for employees within the scope of section 5-14 of the Norwegian Tax Act and exercise of options by senior executives.
The board wishes to continue to be able to purchase the company's shares in situations where this is considered beneficial to the shareholders. The board proposes that the general meeting grants a new authorisation to the board to acquire shares in the company with a total nominal value of up to 10% of the company's share capital at the
date of the ordinary general meeting in 2017 (the "AGM"). The company's share capital will prior to the AGM be increased by maximum NOK 284,004,577.50 to maximum NOK 3,676,258,620 through the conversion of convertible bonds under the company's EUR 375,000,000 convertible loan 2014/2019 as announced on 3 May 2017.
The board thus proposes 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 AGM. 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 par 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."
As of this date, Marine Harvest ASA does not hold any own shares.
At the ordinary general meeting in 2016, the board was authorised to increase the company's share capital by up to NOK 337,564,239. The authorisation is valid until the annual general meeting in 2017, however no longer than 30 June 2017. The amount represented 10% of the company's share capital at the date of the ordinary general meeting.
The board proposes that the general meeting grants a new authorisation to increase the company's share capital by up to 10% of the company's share capital at the date of the AGM. The purpose of the proposal is to simplify the procedure in connection with capital increases to fulfil the company's obligations under its share option scheme for senior executives, to finance further growth and/or the offering of shares to finance acquisitions or as consideration in acquisitions where this is deemed a favourable form of settlement to the company.
To obtain flexibility, the board proposes that the authorisation includes the right to set aside the shareholders' pre-emptive rights.
The board thus proposes the following resolution:
"The board of directors is authorised under section 10-14 (1) 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 exceed 10% of the company's share capital at the date of the AGM. Subject to this 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."
The board further proposes that the general meeting grants the board an authorisation to take up convertible loans to enable the company to use such financial instruments as part of its overall financing at short notice. It is proposed to limit the authorisation so that the number of shares that may be issued pursuant to the convertible loans may not exceed 10% company's share capital at the date of the AGM.
To obtain flexibility, the board proposes that the authorisation includes the right to set aside the shareholders' pre-emptive rights.
The board proposes 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 exceed 10% of the company's share capital at the date of the AGM.
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."
_____ o 0 o _____
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 31 May 2017 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 31 May 2017 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 31 May 2017 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 452,300,539 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.
A shareholder may require that board members and the managing director provide available information which may influence the assessment of (i) the financial statements and the annual report, (ii) the items submitted for the shareholders' voting, (iii) the company's financial situation, including any business activities the company conducts in other companies, and (iv) other matters to be discussed by the general meeting, unless the required information cannot be provided without causing undue harm to the company
This notice and the documents referred to herein are available on the company's website www.marineharvest.com.
The nomination committee's proposal and the Statement are enclosed to the notice which will be sent to the shareholders by ordinary mail. These documents and the other documents referred to in the notice 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 20 07, or by email to [email protected].
Bergen, 9 May 2017
for the board of directors in Marine Harvest ASA
Ole-Eirik Lerøy Chairman
During the election period 2016/2017 the nomination committee (the "Nomination Committee") of Marine Harvest ASA (the "Company") has consisted of:
Robin Bakken, Chair Merete Haugli Nils Bastiansen
Information on the Nomination Committee's mandate is available on the Company's website.
The Nomination Committee is of the view that the board should have a diversified composition covering all relevant areas of competence, including in-depth business knowledge, finance, accounting, industry, engineering, branding, sales, marketing and international experience.
Since the 2016 annual general meeting, the Nomination Committee has held physical meetings, and members of the Committee has met with and consulted the Chairman of the board, other board members, the Company's management and largest shareholders. The Committee has been updated on the Company's business, strategy and organisation, and based on this evaluated the board's qualifications, experience and any necessary or desired additional competences or resources.
The Nomination Committee's recommendation is:
For the period 2016-2017, the Company's board has comprised the following shareholder elected members:
Ole-Eirik Lerøy, Chairperson Lisbet K. Nærø, Deputy Chairperson Cecilie Fredriksen Ørjan Svanevik Paul Mulligan Jean-Pierre Bienfait Birgitte Ringstad Vartdal
The terms for Ole-Eirik Lerøy, Lisbet K. Nærø and Ørjan Svanevik expires at the 2017 annual general meeting.
At the 2016 annual general meeting, three new members were elected to the Company's board with the aim of, among other things, further strengthen the board's competence within branding, marketing and international experience. The Nomination Committee is of the view that this has been successful, and recommends that the Company's board continues with the same composition as it has had during the 2016/2017 election period. Accordingly, it is recommended that Ole-Eirik Lerøy is re-elected as Chairperson, that Lisbet K. Nærø is re-elected as Deputy Chairperson and that Ørjan Svanevik is re-elected as board member, all for a new two-year term.
Based on the Nomination Committee's recommendation, the shareholder elected members of the Company's board will be:
Ole-Eirik Lerøy, Chairperson Lisbet K. Nærø, Deputy Chairperson Cecilie Fredriksen Ørjan Svanevik Paul Mulligan Jean-Pierre Bienfait Birgitte Ringstad Vartdal
Remuneration for the period 2017-2018
The Nomination Committee has reviewed the board's remuneration, and recommends that the remuneration level approved by the 2016 annual general meeting is upheld for the period 2017- 2018, as follows:
| Ole-Eirik Lerøy, Chair | NOK 1 100 000 |
|---|---|
| Lisbet K. Nærø, Deputy Chair | NOK 575 000 |
| Birgitte Ringstad Vartdal | NOK 400 000 |
| Cecilie Fredriksen | NOK 400 000 |
| Ørjan Svanevik | NOK 400 000 |
| Jean-Pierre Bienfait | NOK 400 000 |
| Paul Mulligan | USD 150 000 |
| Employee representatives | NOK 400 000 each |
The Nomination Committee recommends that members of the Company's Audit Committee are compensated as follows for the period 2017-2018:
| Chair | NOK 150 000 |
|---|---|
| Member | NOK 100 000 |
The members of the Nomination Committee have a term that expires at the 2017 annual general meeting, and it is proposed that the committee is re-elected as follows:
Robin Bakken, Chairperson Merete Haugli, member Nils Bastiansen, member
The Nomination Committee proposes the following remuneration to its members for the period 2016-2017:
Chair NOK 100 000 Member NOK 35 000
Oslo, 9 May 2017
On behalf of the Nomination Committee of Marine Harvest ASA
Robin Bakken (sign.)
___________________________________
An Annual General Meeting of Marine Harvest ASA will be held on 1 June 2017 at 13:00 CET at Sandviksbodene 77A/B, 5035 Bergen, Norway
If the above-mentioned shareholder is an enterprise, it will be represented by: _________________________________________
Name of enterprise's representative (To grant a proxy, use the proxy form below)
The undersigned will attend the Annual General Meeting on 1 June 2017 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 31 May 2017 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 above-mentioned 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)
This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to page 2.
If you are unable to attend the Annual 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 31 May 2017 at 08:00 (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 Annual General Meeting of Marine Harvest ASA on 1 June 2017 at 13:00 (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 Annual 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 31 May 2017 at 08:00 (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 Annual General Meeting of Marine Harvest ASA on 1 June 2017.
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 Annual General Meeting 2017 | 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. | Briefing on the business | No voting | ||
| 4. | Approval of the financial statements and the board of directors' report for 2016 for Marine Harvest ASA and the Marine Harvest group, including allocation of the result of the year |
| | |
| 5. | The board's statement regarding corporate governance | No voting | ||
| 6. | The board's statement regarding the remuneration of senior executives | | | |
| 7. | Approval of the guidelines for allocation of options | | | |
| 8. | Determination of the remuneration of the board members | | | |
| 9. | Determination of the remuneration of the members of the nomination committee | | | |
| 10. Determination of the remuneration of the company's auditor for 2016 | | | | |
| 11. Election of a new board of directors | ||||
| a) Ole-Eirik Lerøy |
| | | |
| b) Lisbet K. Nærø |
| | | |
| c) Ørjan Svanevik |
| | | |
| 12. Election of members of the nomination committee | | | | |
| 13. Authorisation to the board to distribute quarterly dividends | | | | |
| 14. Authorisation to the board to distribute dividends | | | | |
| 15. Authorisation to the board to purchase the company's own shares | | | | |
| 16. Authorisation to the board to issue new shares | | | | |
| 17. Authorisation to the board to take up convertible loans | | | |
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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