Bakkafrost P/f

AGM Information • Apr 30, 2025

Minutes

From

Annual General Meeting 2025

Meeting location: Company's premises at Bakkavegur 8, Glyvrar, Faroe Islands

Time: Tuesday 30 April 2025 at 15:00 GMT

Present were shareholders representing 47,498,516 shares equating to 80.09% of the outstanding shares. The voting result for each respective item is set out on pages 11-13.

The following also attended: The Chairman of the Board of Directors, Rúni M. Hansen, Board members Annika Frederiksberg and Teitur Samuelsen, the company's CEO, Regin Jacobsen, the company's CFO, Høgni Dahl Jakobsen, the company's lawyer Christian F. Andreasen, the company's auditor P/F Januar, løggilt grannskoðaravirki, Óli Joensen and John M. Petersen, the Chairman of the Election Committee, Gunnar í Liða.

The general meeting was opened by the Chairman of the Board of Directors, Rúni M. Hansen.

After having recorded the list of shareholders present and presented it to the general meeting, the following agenda was discussed:

AGENDA:

1.	Election of Chairman of the Meeting	Decision
	The Board of Directors proposed to elect Mr. Christian F. Andreasen to chair the meeting and to sign the minutes.	Re. 1 Christian E. Andreasen was elected chairman of the meeting. The chairman of the meeting put to approval the notice and proposed agenda submitted 31 March 2025, and it was unanimously approved. The chairman then declared the general meeting legally convened.

2.	Briefing from the Board of Directors on the Activities of the Company in the Previous Financial Year	Decision
		Re. 2 Chairman of the Board of Directors, Rúni M. Hansen gave a presentation of the Bakkafrost Group's activities in 2024. The presentation was approved without voting.
3.	Presentation of the Audited Annual Accounts for Approval	Decision
	The Board of Directors' proposed profit and loss for 2024, balance sheet as of 31 December 2024, and notes thereto for P/F Bakkafrost and the Bakkafrost Group as well as the Board of Directors' and auditor's reports for 2024 are included in the Integrated Annual Report for 2024, which was presented to the meeting.	Re. 3 CFO Høgni Dahl Jakobsen reviewed the main accounts of the Board of Directors' proposed profit and loss account for the company and the Group for 2024. Subsequently, the general meeting passed the following resolution:
	Proposal from the Board of Directors: The Board of Directors proposes the following resolution to be passed: "The Board of Directors' proposal for Integrated Annual Report and Accounts for P/F Bakkafrost and the Bakkafrost Group as well as the Board of Directors' report for 2024 are approved."	"The Board of Directors' proposal for Integrated Annual Report and Accounts for P/F Bakkafrost and the Bakkafrost Group as well as the Board of Directors' report for 2024 are approved." The resolution was passed unanimously.

4.	Decision on How to Use Profit or Cover Loss According to the Approved Accounts and Annual Report	Decision
	The Board of Directors proposes the following resolution to be passed: " Dividends of DKK 8.44 per share are paid to the shareholders, in total DKK 501 million. Dividends are paid to shareholders, registered in VPS as of close on 30 April 2025. After payment of dividends, the distributable equity totals DKK 11,225 million. The company's shares will be listed exclusive of dividend from 2 May 2025, and the shares will have a record date on 5 May 2025. The expected payment date is on or around 21 May 2025."	Re. 4 The Board of Directors' proposed resolution was presented by the Chairman of the Board of Directors Subsequently, the general meeting passed unanimously the following resolution: "Dividends of DKK 8.44 per share are paid to the shareholders, in total DKK 501 million. Dividends are paid to shareholders, registered in VPS as of close on 30 April 2025. After payment of dividends, the distributable equity totals DKK 11,225 million. The company's shares will be listed exclusive of dividend from 2 May 2025, and the shares will have a record date on 5 May 2025. The expected payment date is on or around 21 Mav 2025."

5.	Election of Board of Directors	Decision
	Members of the board are elected for one year. Board members may be re-elected. According to the articles of association of the company, the election committee shall recommend the general meeting regarding the election of members of the board of directors. The board members are Guðrið Højgaard, Annika Frederiksberg, Einar Wathne, Øystein Sandvik, Teitur Samuelsen and Alf-Helge Aarskog, in addition to the chairman, who is elected directly by the general meeting. The election committee recommends that, in addition to the chairman, Guðrið Højgaard, Annika Frederiksberg, Einar Wathne, Teitur Samuelsen and Alf-Helge Aarskog are re-elected. The election committee also thanks Øystein Sandvik, who will retire from the board after long and faithful service. The proposed board members are further described in Appendix 1, including consideration of their independence from Bakkafrost.	Re. 5 The general meeting passed the following resolution: Following members of the board are re- elected for a period of one year: Guðrið Højgaard ● Teitur Samuelsen Annika Frederiksberg Alf-Helge Aarskog ● Finar Wathne The resolution was approved without voting, as there was only one proposal.

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8.	Election of Members to the Election Committee, hereunder Election of Chairman of the Election Committee	Decision
	Leif Eriksrød and Eyðun Rasmussen are up for election for this general meeting. Both are considered independent of Bakkafrost. The other members of the Election Committee are considered independent, except for Rógvi Jacobsen who is not considered independent. The election committee proposes the re-election of I eif Friksrød and Eyoun Rasmussen. The election committee proposes the re-election of Gunnar í l iða as chairman of the election committee.	Re. 8 On basis of the election committee 's proposal the following members were re- elected: - Leif Eriksrød - Eyôun Rasmussen tor a period of two years. Gunnar í Liða was elected as chairman of the election committee for two more years. The resolution was approved without voting as there was only one proposal.
9.	Decision with regard to Remuneration for the Election Committee	Decision
	The election committee of the company proposes that the remuneration for the election committee members for 2025 is set unchanged at DKK 14,000 per year, and the remuneration for the chairman shall be unchanged at DKK 28,000 per year.	Re. 9 The election committee proposal resolution was passed.

10.	Election of Auditor	Decision
	The auditor of the company is P/F Januar, løggilt grannskoðanarvirki, Oðinshædd 13, 110 Tórshavn with John M. Petersen (since 2021) and Oli Joensen (since 2024) as Key Audit Partners. The board proposes the re-election of the auditor for the period until	Re. 10 The Chairman of the Board of Directors presented the Board of Directors' proposal in respect of the election of auditor until the next Annual General Meeting. The Board of Directors proposes re- election of P/f Januar, løggilt
	the next annual general meeting.	grannskoðaravirki, Oðinshædd 13, 110 Tórshavn as the company's auditor.
		The resolution was approved without voting as there was only one proposal.
11.	Remuneration Policy	Decision
	Referring to § 10, subsection 4 in the Articles of Association, the board proposes that adopted guidelines about remuneration for the management of the company, approved at the general meeting in 2018, remain in effect unchanged for the accounting year 2025.	Re. 11 The chairman of the meeting presented the Board of Directors' proposal in respect of the guidelines for remuneration of the senior management of the company. The resolution was approved.
	The Remuneration Policy and the Remuneration Report for 2024 are available at the website of the company www.bakkafrost.com.
	The Remuneration Committee is responsible for enforcing the Remuneration Policy.

12.	Proposals for Amendments to the Articles of Association	Decision
	12.1 At the ordinary general meeting of the Company on 3 April 2020, the board was authorized to increase the share capital of the company by a nominal amount of DKK 5,914,300. This authorization expires on the annual general meeting in 2025. The board proposes that the authorization to increase the share capital is renewed. It is proposed that the maximum limit shall be 10 % of the Company's share capital. To allow flexibility for the board, it is proposed, that the board shall be authorized to set aside the pre- emptive right of the existing shareholders to subscribe the new share capital in relation to capital increases based on this provision. The purpose of the proposal is to simplity the procedure in relation to capital increases for the financing of further growth and in order to provide the possibility to offer shares as payment in relation to purchases, where this is deemed to be favourable to the Company. Furthermore, the purpose is to have the possibility to strengthen the Company's funding. The board of directors proposes that § 4A of the Company's Articles of Association is amended as follows: "The board of directors of the company is authorized to increase the share capital of the company in one or several rounds with up to a nominal amount of DKK 5.930.462. The new shares shall be registered by name and comply with the rules in § 4 of the articles of association. The board of directors are authorized to set aside the pre-emptive right of the existing shareholders to subscribe the new share capital. The new shares shall have a nominal value of DKK 1. New shares may be subscribed against	Re. 12.1 The chairman of the meeting presented the Board of Directors' proposal in respect of amending § 4A of the company's Articles of Association. Subsequently, the general meeting passed to amend and § 4A of the company's Articles of Association as proposed. Accordingly, the general meeting passed that § 4A of the company's Articles of Association will be as follows: "The board of directors of the company is authorized to increase the share capital of the company in one or several rounds with up to a nominal amount of DKK 5.930.462. The new shares shall be registered by name and comply with the rules in § 4 of the articles of association. The board of directors are authorized to set aside the pre-emptive right of the existing shareholders to subscribe the new share capital. The new shares shall have a nominal value of DKK 1. New shares may be subscribed against cash payment or by way of debt conversion. The authorization of the board of directors to increase the share capital is in force until the ordinary general meeting of the company in 2030."

cash payment or by way of debt conversion. The authorization of the board of directors to increase the share capital is in force until the ordinary general meeting of the company in 2030."

12.2

According to § 4B of the company's Articles of Association the board is authorized to buy own shares on behalf of the company. According to the Articles of Association this authorization expired on the Annual General meeting of 2025. The board proposes to renew this authorization, which shall be in force until the Annual General Meeting in 2026. According to the current Articles of Association the authorization is limited so that the board may not buy own shares exceeding 10% of the entire share capital of the company.

Consequently, the board propose that

§ 4B of the company's Articles of Association is amended as follows:

"In the period from 30 April 2025 until the ordinary general meeting of the company, which will be held in 2026, the board of directors is authorized to buy own shares on behalf of the company. Purchasing of own shares shall be conducted to the official rate of the shares, but the board of directors may in special circumstances deviate from the official price with up to 10%. The company may not own more than 10% of the entire share capital of the company."

12.3

According to § 10 subsection 1 of the company's Articles of Association all board members are elected for terms of 1 year. To fully reflect this, the board of directors propose to delete § 10 subsection 3:

"At the ordinary general meeting held in 2011, half of the members of the board of directors are up for election. The election committee decides which members are up for election at the general

Re. 12.2

The chairman of the meeting presented the Board of Directors' proposal in respect of amending § 4B of the company's Articles of Association.

Subsequently, the general meeting passed to amend and § 4B of the company's Articles of Association as proposed.

Accordingly, the general meeting passed that § 4B of the company's Articles of Association will be as follows:

"In the period from 30 April 2025 until the ordinary general meeting of the company, which will be held in 2026, the board of directors is authorized to buy own shares on behalf of the company. Purchasing of own shares shall be conducted to the official rate of the shares, but the board of directors may in special circumstances deviate from the official price with up to 10%. The company may not own more than 10% of the entire share capital of the company."

Re. 12.3

The chairman of the meeting presented the Board of Directors' proposal to delete § 10 subsection 3 of the company's Articles of Association.

Subsequently, the general meeting passed to delete § 10 subsection 3 of the company's Articles of Association as proposed.

meeting in 2011 and thereafter members to the board of directors are elected alternately." Consequently, the Board of Directors propose that § 10 of the company's Articles of Association will be as follows: "The company is managed by a board of directors with 3 to 7 members elected on the general meeting for terms of 1 year. Members may be re-elected. A majority of the members of the board of directors of the company shall be resident in the Faroe Islands according to the provisions of § 7a(3), litra 1) and 2) in Parliamentary Act No. 83 from 25 May 2009 with later amendments. If the number of the members of the board of directors, which according to these rules shall be resident of the Faroe Islands, is not a whole number, the number shall be rounded off upwards. The general meeting has adopted a guidelines with regard to remuneration for the management of the company according to §139 of the Act on Public and Private Limited Companies."

Accordingly, the general meeting passed that & 10 of the company's Articles of Association will be as follows: "The company is managed by a board of directors with 3 to 7 members elected on the general meeting for terms of 1 year. Members may be re- elected. A majority of the members of the board of directors of the company shall be resident in the Faroe Islands according to the provisions of § 7a(3), litra 1) and 2) in Parliamentary Act No. 83 from 25 May 2009 with later amendments. If the number of the members of the board of directors, which according to these rules shall be resident of the Faroe Islands, is not a whole number, the number shall be rounded off upwards. The general meeting has adopted a guidelines with regard to remuneration for the management of the company according to §139 of the Act on Public and Private Limited Companies."

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Voting Protocol for general meeting P/F Bakkafrost 30-04-2025 15:00

						Represented
Agenda item	For	Against	Poll in	Abstain	Poll not registred	shares with voting rights
1. Election of Chairman of the Meeting
Votes cast	47,481,300	16,856	47,498,156	0	0	47,498,156
% of votes cast	99.96%	0.04%	100.00%	0.00%	0.00%
% of reperesented shares	99.96%	0.04%	100.00%	0.00%	0.00%
% of total share capital	80.06%	0.03%	80.09%	0.00%	0.00%
2. Briefing from the Board of Directors on the Activities of the Company in the Previous Financial Year
Votes cast	47,481,300	16,856	47,498,156	0	0	47,498,156
% of votes cast	99.96%	0.04%	100.00%	0.00%	0.00%
% of reperesented shares	99.96%	0.04%	100.00%	0.00%	0.00%
% of total share capital	80.06%	0.03%	80.09%	0.00%	0.00%
3. Presentation of the Audited Annual Accounts for Approval
Votes cast	47,481,300	16,856	47,498,156	0	0	47,498,156
% of votes cast	99.96%	0.04%	100.00%	0.00%	0.00%
% of reperesented shares	99.96%	0.04%	100.00%	0.00%	0.00%
% of total share capital	80.06%	0.03%	80.09%	0.00%	0.00%
4. Decision on How to Use Profit or Cover Loss According to the Approved Accounts and Annual Report
Votes cast	47,481,300	16,856	47,498,156	0	0	47,498,156
% of votes cast	99.96%	0.04%	100.00%	0.00%	0.00%
% of reperesented shares	99.96%	0.04%	100.00%	0.00%	0.00%
% of total share capital	80.06%	0.03%	80.09%	0.00%	0.00%
5. Election of Board of
Directors
5.1 Guðrið Højgaard is re-elected
Votes cast	47,193,560	302,973	47,496,533	1,623	0	47,498,156
% of votes cast	99.36%	0.64%	100.00%	0.00%	0.00%
% of reperesented shares	99.36%	0.64%	100.00%	0.00%	0.00%
% of total share capital	79.58%	0.51%	80.09%	0.00%	0.00%
5.2 Annika Frederiksberg is re-elected
Votes cast	44,825,482	2,495,939	47,321,421	176,735	0	47,498,156
% of votes cast	94.73%	5.27%	100.00%	0.37%	0.00%
% of reperesented shares	94.37%	5.25%	99.63%	0.37%	0.00%
% of total share capital	75.59%	4.21%	79.79%	0.30%	0.00%
5.3 Einar Wathne is re elected
Votes cast	46,208,828	1,287,705	47,496,533	1,623	0	47,498,156
% of votes cast	97.29%	2.71%	100.00%	0.00%	0.00%
% of reperesented shares	97.29%	2.71%	100.00%	0.00%	0.00%
% of total share capital	77.92%	2.17%	80.09%	0.00%	0.00%
5.4 Teitur Samuelsen is re-elected
Votes cast	36,803,405	10,341,114	47,144,519	353,637	0	47,498,156
% of votes cast	78.07%	21.93%	100.00%	0.75%	0.00%
% of reperesented shares	77.48%	21.77%	99.26%	0.74%	0.00%
% of total share capital	62.06%	17.44%	79.50%	0.60%	0.00%

5.5 Alf-Helge Aarskog is elected

Votes cast	47,195,850	302,306	47,498,156	0	0	47,498,156
% of votes cast	99.36%	0.64%	100.00%	0.00%	0.00%
% of reperesented shares	99.36%	0.64%	100.00%	0.00%	0.00%
% of total share capital	79.58%	0.51%	80.09%	0.00%	0.00%
6. Election of Chariman of Board of Directors
Votes cast	37,496,834	7,955,072	45,451,906	2,046,250	0	47,498,156
% of votes cast	82.50%	17.50%	100.00%	4.50%	0.00%
% of reperesented shares	78.94%	16.75%	95.69%	4.31%	0.00%
% of total share capital	63.23%	13.41%	76.64%	3.45%	0.00%
7. Decision with Regard to Remuneration for the Board of Directors and the Accounting Committee
Votes cast	47,443,800	54,356	47,498,156	0	0	47,498,156
% of votes cast	99.89%	0.11%	100.00%	0.00%	0.00%
% of reperesented shares	99.89%	0.11%	100.00%	0.00%	0.00%
% of total share capital	80.00%	0.09%	80.09%	0.00%	0.00%
8. Election of Members to the Election Committee, hereunder Election of Chairman of the Election Committee
8.1 Leif Eriksrød is re-elected
Votes cast	46,392,957	31,856	46,424,813	1,073,343	0	47,498,156
% of votes cast	99.93%	0.07%	100.00%	2.31%	0.00%
% of reperesented shares	97.67%	0.07%	97.74%	2.26%	0.00%
% of total share capital	78.23%	0.05%	78.28%	1.81%	0.00%
8.2 Eyðun Rasmussen is re-elected
Votes cast	46,370,457	54,356	46,424,813	1,073,343	0	47,498,156
% of votes cast	99.88%	0.12%	100.00%	2.31%	0.00%
% of reperesented shares	97.63%	0.11%	97.74%	2.26%	0.00%
% of total share capital	78.19%	0.09%	78.28%	1.81%	0.00%
8.3 Gunnar í Liða is re-elected as chairman
Votes cast	43,125,028	3,299,785	46,424,813	1,073,343	0	47,498,156
% of votes cast	92.89%	7.11%	100.00%	2.31%	0.00%
% of reperesented shares	90.79%	6.95%	97.74%	2.26%	0.00%
% of total share capital	72.72%	5.56%	78.28%	1.81%	0.00%
9. Decision with Regard to Remuneration for the Election Committee
Votes cast	46,942,024	556,132	47,498,156	0	0	47,498,156
% of votes cast	98.83%	1.17%	100.00%	0.00%	0.00%
% of reperesented shares	98.83%	1.17%	100.00%	0.00%	0.00%
% of total share capital	79.15%	0.94%	80.09%	0.00%	0.00%
10. Election of Auditor
Votes cast	43,243,273	4,061,466	47,304,739	193,417	0	47,498,156
% of votes cast	91.41%	8.59%	100.00%	0.41%	0.00%
% of reperesented shares	91.04%	8.55%	99.59%	0.41%	0.00%
% of total share capital	72.92%	6.85%	79.77%	0.33%	0.00%
11. Remuneration Policy
Votes cast	24,635,276	22,809,060	47,444,336	53,820	0	47,498,156
% of votes cast	51.92%	48.08%	100.00%	0.11%	0.00%
% of reperesented shares	51.87%	48.02%	99.89%	0.11%	0.00%
% of total share capital	41.54%	38.46%	80.00%	0.09%	0.00%

12. Proposal for Amendments to the Articles of

Association
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12.1 Proposed amended to §4 is approved
Votes cast	45,569,126	1,926,278	47,495,404	2,752	0	47,498,156
% of votes cast	95.94%	4.06%	100.00%	0.01%	0.00%
% of reperesented shares	95.94%	4.06%	99.99%	0.01%	0.00%
% of total share capital	76.84%	3.25%	80.09%	0.00%	0.00%
12.2 Proposed amended to §4B is approved
Votes cast	47,283,744	214,412	47,498,156	0	0	47,498,156
% of votes cast	99.55%	0.45%	100.00%	0.00%	0.00%
% of reperesented shares	99.55%	0.45%	100.00%	0.00%	0.00%
% of total share capital	79.73%	0.36%	80.09%	0.00%	0.00%
		Number of	Nominal	Share
Share information		shares	value	capital

Share information	shares	value		capital
Share capital	59,304,619		1	59,304,619
Own shares without voting rights Total shares with voting	15,081
rights	59,289,538
Represented shares with voting rights	47,498,156