Bouvet

AGM Information • Apr 27, 2017

Bouvet ASA Notice of Annual General Meeting

The Annual General Meeting will be held on Tuesday 23rd of May 2017 at 17:00 at the Bouvet office in Sørkedalsveien 8, Oslo. On the agenda is:

• 1. Opening of the General Meeting by the Chairman of 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 2016 for the company and the group.
• The Board propose a dividend of NOK 7.00 per share.
• 1. Determination of the remuneration of the members of the Board of Directors for 2017.
• 1. Determination of the remuneration of the members of the Nomination Committee for 2017.
• 1. Approval of the auditor's fee for 2016.
• 1. Election of members to the Board of Directors.
• 1. Hearing of the Board's declaration regarding salary and other remuneration for the Chief Executive Officer and Management in Bouvet ASA.
• 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.

Oslo, 27th of April 2017 Åge Danielsen, 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 shareholders have the right to attend the General Meeting, either in person or by proxy. The shareholders have the right to be accompanied by an advisor and give such advisor the right to speak.

Shareholders who wish to be represented by a proxy must deliver a dated and signed proxy form.

The annual report for 2016 is available at the company's internet site www.bouvet.no

Enclosures:

• 1) Registration form / Proxy form
• 2) The Board of Directors proposed resolutions under item 4 to 12 on the agenda
• 3) The Board's declaration regarding salary and other remuneration for the Chief Executive Officer and Management in Bouvet ASA
• 4) Recommendations from the Nomination Committee.

Shareholders who wish to participate in the General Meeting are requested to send the enclosed attendance or proxy form to Nordea Bank Norge ASA, Verdipapirservice, Postboks 1166 Sentrum, 0107 Oslo (Fax number: + 47 22 48 63 49) so that it is received at the latest 19th May 2017 by 15:00 hours.

_________________________________________________________________________________________________________________________

Enclosure 1

xxxxx (KI Ident)

Shareholders full name

Address

Ref.nr. PIN (Internet registration)

The Annual General Meeting of Bouvet ASA will be held on Tuesday 23rd of May 2017 at 5.00 pm CET at the Bouvet office in Sørkedalsveien 8, Oslo, Norway. ----------------------------------------------------------------------------------------------------------------------------------------

REGISTRATION FORM – Bouvet ASA – Annual General Meeting (AGM)

Notice that you wish to attend the AGM may be given with this registration form. Registrations must be received by Nordea Bank Norge ASA no later than 19th of May 2017 at 3 pm CET.

Address: Nordea Bank Norge ASA, Issuer Services, P.O.Box 1166 Sentrum, N-0107 Oslo, Norway. Fax: + 47 22 48 63 49.

You may also register over the Internet at www.bouvet.no within the same date and time (not to be used when giving proxy).

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

The undersigned will attend the AGM of Ref nr Bouvet ASA Thursday 23rd of May 2017 and Shareholders name

Address

(Please tick)

Vote for my/our shares

Vote for other shares in accordance with the enclosed authority (ies)

__________ _______________________________

Date Shareholder's signature

PROXY FORM – Bouvet ASA – Annual General Meeting (AGM)

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

You are requested to send this form in time for it to be received by Nordea Bank Norge ASA no later than 19th of May 2017 at 3 pm CET.

Address: Nordea Bank Norge ASA, Issuer Services, P.O.Box 1166 Sentrum, N-0107 Oslo, Norway. Fax: + 47 22 48 63 49.

The undersigned hereby declares: Ref nr

(Please tick one) Address Chairman of the Board Åge Danielsen

Shareholders name

-

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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 Tuesday 23rd of May 2017. 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. Hearing of the Board's declaration regarding salary and other remuneration for the
Management in Bouvet ASA
10. Authorisation to the Board of Directors to increase the share capital by share
issues in connection with acquisitions of other companies
11. Authorisation to the Board of Directors to increase the share capital by share
Issues in connection with share scheme for employees.
12. Authorisation to the Board of Directors to acquire own shares

Date Shareholder's signature

____________ ______________________

ENCLOSURE 2: THE BOARD OF DIRECTORS PROPOSED RESOLUTIONS UNDER ITEM 4 TO 12 ON THE AGENDA:

ITEM 4 APPROVAL OF THE ANNUAL ACCOUNTS FOR 2016, HEREUNDER APPROVAL OF DIVIDEND

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

"The Annual Accounts for 2016, hereunder the allocation of the profit for the year are approved. A dividend of NOK 7.00 per Share will be paid to the Company's shareholders per the date of the Annual General Meeting, 23rd May 2017. The shares will be noted ex dividend on the Oslo Børs from 24th of May 2017. The pay-out date will be 2nd of June 2017".

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 2017 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 2017 will be NOK 20 000. For the other members of the Nomination Committee the remuneration will be NOK 10000."

ITEM 7 APPROVAL OF THE AUDITOR'S FEE FOR 2016

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

"The auditor is remunerated pursuant to invoices, and the remuneration for 2016 in the amount of NOK 195.000 is approved."

ITEM 8 ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

All the External Board members 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. Four of the External Board members have accepted re-election for one year. Åge Danielsen decline reelection. The Nomination Committee has evaluated a number of candidates for the vacant position, and propose that Pål Egil Rønn is elected for two years.

The Nomination Committee propose that Pål Egil Rønn is elected as Chairman of the Board.

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

ITEM 9 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), 1 st 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 10 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 23rd of May 2017 and is valid until 30th of June 2018.
• 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 12th of May 2016.

ITEM 11 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 23rd of May 2017 and is valid until 30th of June 2018.
• 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 12 th of May 2016.

ITEM 12 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 250.
• 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 23rd of May 2017 and is valid until 30th of June 2018.
• 6. This authorisation replaces and makes void the previously granted Board-authorisation regarding acquisition of own shares as approved the 12th of May 2016.

ENCLOSURE 3:

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 2016 and 2015 are described in further details in note 23 to the Groups annual accounts for 2016.

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

The Nomination Committee in Bouvet ASA has consisted of Ingvild Myhre, Merete Opedal and Bjarte Gudmundsen.

Remuneration for 2016

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 2016 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

All the External Board members 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. Four of the External Board members have accepted re-election for one year. Åge Danielsen decline reelection.

The Nomination Committee has evaluated a number of candidates for the vacant position, and propose that Pål Egil Rønn is elected for two years.

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

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

Pål Egil Rønn's CV is attached to this proposal.

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, 27th April 2017

Ingvild Myhre Leader of the Nomination Committee

Curriculum Vitae

Pål Egil Rønn, born 1968

Chairman of the Board in AF Gruppen ASA from 2016.

Chief Executive Officer in AF Gruppen ASA (2007 - 2015).

Pål Egil Rønn has since 1999 held different executive positions in AF Gruppen ASA. He is a graduate engineer with a doctorate from NTNU. He has also completed the management program AMP at INSEAD.

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