MINUTES OF SALMAR ASA'S 2015 ANNUAL GENERAL MEETING

SalMar ASA's annual general meeting of shareholders (AGM) was held at 2pm on Tuesday, 2 June 2015, at the company's head office in Frøya.

Attending on behalf of the company were Board Chair Bjørn Flatgård, CEO Leif Inge Nordhammer, CFO Trond Tuvstein and Helge Moen, chair of the Nomination Committee. Certified public accountant Amund Amundsen from Ernst & Young AS was also present.

The AGM was called to order by Board Chair Bjørn Flatgård, who presented a list of all shareholders and proxies registered as being in attendance.

According to the list, 79 873 224 shares were represented by personal attendance on the part of the shareholder or his/her proxy. This corresponds to 71,32% of the total number of voting shares in the company. An attendance report is attached as part of these minutes.

The order of business was as follows:

Election of a person to chair the AGM and someone to co-sign the minutes along with the AGM Chair

Board Chair Bjørn Flatgård, was elected to chair the AGM. Rolf Werner Andresen was elected to co-sign the minutes along with the AGM Chair.

$2.$ Approval of the invitation to attend the AGM and the proposed agenda

There were no comments with respect to the invitation or the agenda.

The AGM was declared to be duly convened. The agenda as presented in the invitation to attend was approved.

Presentation of the business 3.

CEO Leif Inge Nordhammer presented the Group's current situation. CFO Trond Tuystein presented the key figures from the 2014 year-end financial statements.

Approval of the 2014 financial statements and annual report for SalMar ASA and 4. the SalMar Group

The AGM Chair presented the Board's proposal. Certified Public Accountant Amund Amundsen presented the auditor's report.

The AGM unanimously voted to approve the 2014 year-end financial statements for SalMar ASA and for the Group, as well as the annual report. The AGM further resolved to pay a dividend for the 2014 financial year of NOK 10 per share, in total NOK 1 120 million. Shares will be traded ex. dividend on 3 June. Payment of the dividend will take place within a period of eight working days.

5. Approval of the remuneration payable to members of the Board of Directors, the Nomination Committee and the Audit Committee

The chair of the Nomination Committee presented the committee's recommendation with respect to remuneration for the 2014 financial year and for 2015. The recommendation was included as an attachment to the invitation.

The AGM had no objections to the proposal, which it voted unanimously to approve.

6. Approval of the auditor's fees

The AGM Chair presented the proposed fees payable to the auditor in respect of the audit performed on the 2014 year-end financial statements. The fees payable for the audit performed on the Group's year-end financial statements total NOK 1,249,500, NOK 175,000 of which relate to the parent company SalMar ASA.

The AGM had no objections to the auditor's fees, which it voted unanimously to approve.

$\overline{z}$ . The Board's statement relating to corporate governance

The AGM Chair pointed out that the Board's statement relating to corporate governance was included in the 2014 annual report. The AGM Chair further stated that pursuant to Section 5-6 (4) of the Public Limited Companies Act the AGM shall treat the Board's statement relating to corporate governance in accordance with Section 3-3b of the Accounting Act.

The AGM approved the statement relating to corporate governance issued by the Board of Directors of SalMar ASA on 16 April 2015, cf. Section 5-6 (4) of the Public Limited Companies Act and Section 3-3b of the Accounting Act.

Share-based incentive scheme for employees 8.

The AGM Chair and the company's CFO presented a proposed share-based incentive scheme for senior executives of SalMar ASA and other group companies.

The AGM approved the establishment of a share-based incentive scheme for senior executives of SalMar. The programme may encompass incumbents of senior positions and key personnel within the Group. The programme entitles employees to receive shares free of cost. The entitlement accrues annually over a three-year period. The value of the share entitlement granted to any individual employee may not exceed the equivalent of six months' salary. Accrual of 2/3 of this entitlement depends on the fulfilment of specified performance criteria. The maximum number of shares awarded in connection with the 2015 programme may not exceed 600,000. The share-based incentive scheme is intended to be an annual programme, in which the size of the award and the performance criteria are determined each year. The Board is authorised to draw up more specific guidelines for the scheme, within the framework aiven.

$\mathbf{q}$ . The Board's statement relating to remuneration and other benefits payable to senior executives

The AGM Chair referred to the Board's statement relating to remuneration and other benefits payable to senior executives.

The AGM voted to endorse the guidelines cited in the statement relating to remuneration and other benefits payable to senior executives of SalMar ASA, approved by the Board of Directors of SalMar ASA on 16 April 2015, including the guidelines regarding benefits mentioned in Section 6-16 a(1), subpara 3(3) of the Public Limited Companies Act.

$10.$ Election of directors

The chair of the Nomination Committee gave an account of the committee's work. In its deliberations the committee has assessed the need for both continuity and renewal. Bigrn Flatgård (Board Chair), Gustav Witzøe and Merethe Holte's terms of office expire this year. Based on the above, the Nomination Committee therefore proposes the re-election of Bjørn Flatgård and Gustav Witzøe. After careful consideration the Nomination Committee has decided to recommend that Bente Rathe replace Merethe Holte. The recommendation was included as an attachment to the invitation.

The AGM voted to elect Biørn Flatgård, Gustav Witzøe and Bente Rathe as members of the Board of Directors for a period of two years.

11. Election of Nomination Committee members

The chair of the Nomination Committee stated that Bente Rathes term of office is coming to an end. The Nomination Committee recommends that Anne Kathrine Slungård replace Bente Rathe as a new member for a period of two years. The recommendation was included as an attachment to the invitation.

The AGM voted to elect Anne Kathrine Slungård as a new member of the Nomination Committee for a period of two years.

12. Resolution authorising the Board to raise the company's share capital

The AGM held on 4 June 2014 authorised the Board to increase the company's share capital to finance investments and the acquisition of businesses by means of cash issues and contributions in kind. This authorisation was valid until the 2015 AGM, and the Board proposed that it be renewed.

Given the purpose of the authorisation the Board may need to waive existing shareholders' preference rights, which is permitted under the terms of the authorisation.

The AGM Chair gave an account of the proposed resolution:

Pursuant to Section 10-14 of the Public Limited Companies Act the Board is $\boldsymbol{I}$ . authorised to raise the company's share capital by up to NOK 2,829,667.50 through the issue of up to 11,318,670 new shares, each having a face value of $NOK$ $0.25$ .
$II.$ The Board may decide that shareholders' preference rights with respect to the new shares may be waived.
III. The authorisation also covers the raising of capital through contributions of assets other than money, etc, and the right to allow the company to assume specific liabilities, cf. Section 10-2 of the Public Limited Companies Act, and to raise capital in the event of a merger pursuant to Section 13-5 of the Public Limited Companies Act.
IV. The authorisation is valid until the 2016 AGM or 30 June 2016 at the latest.
V. The Board is authorised to make such amendments to the Articles of Association as are necessary in connection with the share capital increase.

The AGM had no objections to the proposal, which it voted unanimously to approve.

Resolution authorising the Board to buy back the company's own shares 13.

The AGM of 4 June 2014 authorised the Board to buy back shares in the company up to a limit of 10 per cent of existing share capital. This authorisation may be used to buy back company shares to meet liabilities associated with share-based incentive schemes for senior executives and as a tool to return funds to the company's shareholders. The Board proposed that the authorisation be renewed.

The Board Chair gave an account of the proposed resolution:

I. Pursuant to Section 9-4 of the Public Limited Companies Act, the Board is authorised to purchase up to 10,029,999 of the company's own shares with a combined face value of NOK 2,507,499.75.
The amount payable per share shall be not less than NOK 1 and not more than П. NOK 200.
The Board is free to determine how the shares should be purchased or disposed Ш. οf.
IV. The authorisation is valid until the 2016 AGM or 30 June 2016 at the latest.

The AGM approved the resolution authorising the Board to buy back the company's own shares.

The AGM Chair thanked the shareholders for their attendance.

The meeting was adjourned at 3 pm.

Frøya, 2 June 2015

Bjørn Flatgård - AGM Chair (sign.)

Rolf Werner Andresen (sign.)

Total Represented

ISIN:	NO0010310956 SALMAR ASA
General meeting date: 02/06/2015 14.00
Today:	02.06.2015

Number of persons with voting rights represented/attended: 10

	Number of shares % sc
Total shares	113,299.999
- own shares of the company	1,300,000
Total shares with voting rights	111,999,999
Represented by own shares	62,512,248	55.82 %
Represented by advance vote	721,973	0.65%
Sum own shares	63,234,221 56.46 %
Represented by proxy	26,213	0.02%
Represented by voting instruction	16,612,790	14.83%
Sum proxy shares	16,639,003 14.86 %
Total represented with voting rights	79,873,224 71.32 %
Total represented by share capital	79,873,224 70.50 %

Registrar for the company:

NORDEA BANK NORGE ASA

Signature company:

SALMAR ASA

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Ref no	First Name	Company/Last name	Repr. by	Participant	Share	$\delta$	Proxy	Total	% 8G	% represented	% registered
					Ordinay	721,973	$\Box$	721,973	0.64%	0.90%	0.90%
18		KVERVA AS	Helge Moen	Share Holder	Ordinær	60,500,000	$\Rightarrow$
42								60,500,000	53.40%	75.75%	75.74%
		LIN AS	Leif Inge Nordhammer	Share Holder	Ordinær	2,005,200	o	2,005,200	$1.77\%$	2.51%	2.51%
7823	LEIF INGE	NORDHAMMER
				Share Holder	Ordinær	2,400	۰	2,400	0.00 %	$0.00\%$	0.00%
9936	ROLF WERNER	ANDRESEN		Share Holder	Ordinær	2,000	۰	2,000	0.00 %	0.00%	0.00%
15420
	ARNE TORBJØRN	JEKTVIK		Share Hotder	Ordinær	800	۰	800	0.00%	0.00%	0.00%
18416	BJØRN	NILSEN
				Share Holder	Ordinaer	400	$\circ$	S0V	0.00%	0.00 %	0.00 %
19885	JOHN ANDREAS	MESSELL		Share Holder	Ordinaer	90	0	400	$0.00\%$	0.00%	0.00%
24018
	KRISTIAN MANGSET	LORENTSEN		Share Holder	Ordinay	248	$\mathbf{C}$	248	$0.00\%$	0.00%	0.00%
25353	ATLE INGAR	KJELSTAD
				Share Holder	Ordinaer	1,000	$\bullet$	1,000	0.00 %	0.00 %	0.00 %
44628	Bjørn Flatgård	Styrets Leder		Solicitor Proxy	Ordinær	$\circ$	26,213	16,639,003	14.69%	20.83%	20.83%

Protocol for general meeting SALMAR ASA

ISIN	NO0010310956 SALMAR ASA
General meeting date: 02/06/2015 14:00
Today:	02 06.2015

Shares class	FOR	Against	Abstain	Poll in		Poll not registered Represented shares
Agenda item 1 Election of AGM chair and one person to co-sign the minutes						with voting rights
Ordinaer	77,992.581	0	1,860,643	79.873.224	٥
votes cast in %	97.65%	0.00%	2.36%			79,873,224
representation of sc in %	97.65%	0.00%	2.36 %	100.00%	0.00 %
total sc in %	68.84%	0.00%	1.66%	70.50 %	0.00%
Total	77,992,581			0 1,880,643 79,873.224	o	79.873,224
Agenda item 2 Approval of invitation to attend the AGM and the proposed agenda
Ordinær	79,872,924	o	300	79 873 224	o	79,873,224
votes cast in %	100.00 %	0.00%	0.00 %
representation of sc in %	100.00 %	0.00%	0.00 %	100.00 %	0.00%
total sc in %	70.50 %	0.00%	0.00%	70.50 %	0.00%
Total	79.872,924	o		300 79,873,224	o	79,873,224
Agenda Item 4 Approval of the financial statements and annual report for 2014 for SalMar ASA and the SalMar Group
Ordinær	79,872,924	0	300	79.873.224	D	79.873.224
votes cast in %	100.00 %	0.00%	0.00%
representation of sc in %	100.00 %	0.00%	0.00%	100.00 %	0.00%
total sc in %	70.50%	0.00%	0.00%	70.50%	0.00 %
Total	79,872,924	۰		300 79,873,224	o	79,873,224
Agenda item 5 Approval of the remuneration payable to the members of the Board of Directors, Nomination
Committee and Audit Committee Ordinaer
votes cast in %	79,872,724	0	500	79.873.224	۵	79,873,224
representation of sc in %	100.00 % 100.00 %	0.00 %	0.00%
total sc in %	70.50%	0.00%	0.00%	100.00 %	0.00%
Total	79,872,724	0.00% o	0.00%	70.50 %	0.00%
Agenda item 6 Approval of the auditor's feas				500 79.873,224	o	79,873,224
Ordinær	79,872,924	Ō	300	79,873,224
votes cast in %	100.00 %	0.00%	0.00%		0	79,873,224
representation of sc in %	100.00 %	0.00%	0.00%	100.00 %	0.00 %
total sc in %	70.50 %	0.00 %	0.00%	70.50 %	0.00%
Total	79,872,924	o		300 79,873,224	o	79,873,224
Agenda item 7 The board's statement relating to corporate governance
Ordinær	79,871,924	o	1,300	79,873,224	$\mathbf{0}$	79,873,224
votes cast in %	100.00 %	0.00%	0.00%
representation of sc in %	100.00 %	0.00 %	0.00%	100.00 %	0.00%
total sc in %	70.50 %	0.00 %	0.00%	70.50 %	0.00%
Total	79,871,924	۰		1,300 79,873,224	۰	79,873,224
Agenda item 8 Share-based incentive scheme for employees
Ordinær	73,185,228	6,686,496	1.500	79,873,224	0	79,873,224
votes cast in %	91.63%	8.37 %	$0.00 \%$
representation of sc in %	91.63%	8.37%	0.00 %	100.00 %	0.00%
total sc in % Total	64.59 %	5.90 %	0.00%	70.50%	0.00%
	73,185,228 6,686,496			1,500 79,873,224	o	79,873,224
Agenda item 9 The board's statement relating to remuneration and other benefits payable to senior executives Ordinær	78,103,846
votes cast in %	97.79 %	1,767,878 2.21%	1,500	79,873,224	٥	79,873,224
representation of sc in %	97.79 %	2.21 %	0.00 %
total sc in %	68.94 %	1.56 %	0.00% 0.00%	100.00 %	0.00 %
Total	76,103,846 1,767,878			70.50 % 1,500 79,873,224	0.00 %
Agenda item 10 Election of directors					۰	79.873,224
Ordinær	72,542,441 7,330,483		300	79.873,224	٥
votes cast in %	90.82 %	9.18%	$0.00 \%$			79,873,224
representation of sc in %	90.82%	9.18%	0.00 %	100.00 %	0.00 %
total sc in %	64.03%	6.47%	0.00 %	70.50 %	0.00 %
Total	72,542,441 7,330,483			300 79,873,224	o	79,873,224
Agenda item 10a Re-election of Bjørn Flatgård
Ordinær	78,450,081	1,422,B43	300	79.873.224	o	79,873,224
votes cast in %	98.22 %	1.78%	0.00%

Shares class	FOR	Against	Abstain	Poll in		Poli not registared Represented shares
representation of sc in %	98.22%	1.78 _h	0.00%	100.00 %	0.00, 96	with voting rights
total sc in %	69.24 %	1.26%	0.00%	70.50 %	0.00%
Total	78,450,081 1,422,843			300 79,873,224	o
Agenda item 10b Re-election of Gustav Witzee						79,873,224
Ordinaer	72,683,685	7.189.239	300	79.873.224	٥	79,873,224
votes cast in %	91.00%	9.00%	$0.00 \%$
representation of sc in %	91.00 %	9.00%	0.00%	100.00 %	0.00%
total sc in %	54.15%	6.35%	0.00%	70.50 %	0.00 %
Total	72,683,685 7,189,239			300 79,873,224	o	79,873,224
Agenda item 10c Election of Bente Rathe
Ordinae-	79.717.538	$14.1 - 2$	141.544	79,873.224	0	79,873,224
votes cast in %	99.81 %	0.02%	0.18%
representation of sc in %	99.B1 %	0.02%	0.18%	100.00 %	0.00%
total sc in %	70.36 %	0.01%	0.13%	70.50 %	0.00 %
Total	79,717.538	14,142		141,544 79,873,224	o	79,873,224
Agenda item 11 Election of Nomination Committee members
Ordinær	78 340 885	188,348	1.313.991	79.873.224	٥	79.873.224
votes cast in %	98.08%	0.24%	1.68%
representation of sc in %	98.08 %	0.24%	1.68 %	100.00 %	0.00%
total sc in %	69.15%	0.17%	1.19%	70.50 %	0.00%
Total	78,340,885			188,348 1,343,991 79,873,224	o	79,873,224
Agenda Item 11s Election of Anne Kathrine Slungård
Ordinaer	78,340,895	188,338	1.3 3.991	79.873,221	0	79.873.224
votes cast in %	98.08 %	0.24%	1.68 %
representation of sc in %	98.05%	0.24%	1.68 %	100.00 %	0.00%
total sc in %	69.15%	0.17%	1.19%	70.50 %	0.00 %
Total	78,340,895			188,338 1,343,991 79,873,224	۰	79,873,224
Agenda item 12 Resolution authorising the board to raise the company's share capital
Druinaer	79,872,724	o	500	79,873,224	0	79.873,224
votes cast in %	100.00 %	0.00%	0.00%
representation of sc in %	100.00 %	0.00%	$0.00\%$	100.00 %	0.00%
total sc in %	70.50 %	0.00%	0.00%	70.50 %	0.00 %
Total	79,872,724	o		500 79.873,224	o	79,873.224
Agenda item 13 Resolution authorising the board to buy back the company's own shares
Ordinaer	79,508,404	364,320	500	79.813.224	٥	79,873,224
votes cast in %	9 54 %	0.45%	0.00 %
representation of sc in %	99.54%	0.46%	0.00%	100,00 %	0.00 %
total sc in %	70.18%	0.32 K	0.00%	70.50 %	0.00%
Total	79,508,404	364,320		500 79,873,224	o	79.873.224

Registrar for the company: Signature company: NORDEA BANK NORGE AS SALMAR ASA gin br

Share Information

Name	Total number of shares Nominal value Share capital Voting rights
Ordinanc	113, 299, 999	0.25 28.32 999.75 Yes
Sum:

§ 5-17 Generally majority requirement
requires majority of the given votes

§ 5-18 Amendment to resolution

sequires two-thirds majority of the given votes
Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting

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