Pre-Annual General Meeting Information • May 14, 2025
Pre-Annual General Meeting Information
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To the shareholders in Mowi ASA
Notice is hereby given of Mowi ASA's annual general meeting:
Date: 4 June 2025
Time: 11:00 CEST
Venue: Digital meeting
The general meeting will be held as a digital meeting only through Lumi. To participate electronically, please use the following link: https://dnb.lumiagm.com/186691798.
The reference number and PIN codes required to access the virtual meeting can be obtained either by logging onto VPS Investor Services (https://investor.vps.no/garm/auth/login) or from the attached proxy form sent to each shareholder. Further information regarding participation in the virtual meeting is included in the guide for digital participation which is available on the Company's website www.mowi.com. Shareholder rights may also be exercised by advance voting or by providing a proxy.
The general meeting will be opened by the Chairperson of the board of directors, Ørjan Svanevik.
After the opening of the meeting a register will be taken of shareholders attending in person, by advance voting or by proxy.
The board of directors proposes that Ørjan Svanevik is elected to chair the meeting, and that a person present at the general meeting is appointed to co-sign the minutes.
The company's CEO, Ivan Vindheim, will provide a briefing on the business of the Mowi group.
The financial statements and the board of directors' report for 2024 for Mowi ASA and the Mowi group are included in the annual report for 2024. The annual report is available on the company's website www.mowi.com.
Pursuant to section 5-6 (5) of the Norwegian Public Limited Liability Companies Act (the "Public Limited Companies Act"), the general meeting must discuss the board of directors' report regarding corporate governance. The board of directors' report is included in the annual report for 2024, which is available on the company's website www.mowi.com. The statement is not subject to a vote.
The board of directors asks the general meeting to approve allocation of up to 1.8 million options under the company's share option scheme for senior management that was approved by the annual general meeting held on 13 June 2022.
In accordance with section 6-16 b of the Public Limited Companies Act, the board of directors has prepared a remuneration report for the leading personnel of the company for 2024. The remuneration report is available on the company's website www.mowi.com. The general meeting is asked to cast an advisory vote on the remuneration report and the board of directors proposes that the general meeting endorses the remuneration report.
The nomination committee's proposal for remuneration to the board members for the period 2025/2026 is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.mowi.com.
The nomination committee's proposal for remuneration to the members of the nomination committee for the period 2025/2026 is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.mowi.com.
The fees for audit services and assurance on the sustainability report are set out in note 6 in the disclosure notes part of Mowi ASA's financial statements for 2024 which are included in the annual report for 2024. The board of directors recommends that the fee be set accordingly. The annual report is available on the company's website www.mowi.com.
The election period for Kristian Melhuus and Lisbet Karin Nærø expires at the annual general meeting.
The Nomination Committee proposes that Kristian Melhuus is re-elected as board member and deputy chairperson and that Lisbet Nærø is re-elected as board member, both for a two-year term.
If the nominees are elected, the shareholder elected members of the company's board will be: Ørjan Svanevik (Chairperson); Kristian Melhuus (Deputy Chairperson); Kathrine Fredriksen; Peder Strand; Lisbet Karin Nærø; Kjersti Hobøl and Leif Teksum. The Nomination Committee considers all shareholderelected board members to be independent, except Ørjan Svanevik, Kathrine Fredriksen and Peder Strand, who are associated with Geveran Trading Co. Ltd.
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.mowi.com
The election period for Ann Kristin Brautaset expires at the annual general meeting. The nomination committee proposes that Ann Kristin Brautaset is re-elected as a member of the nomination committee for a two-year term.
If the nominee is elected, the nomination committee will consist of the following members:
Anne Lise Ellingsen Gryte, Chairperson
Ann Kristin Brautaset
Peder Weidemann Egseth
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.mowi.com.
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 of directors 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 2024. The authorisation includes distribution in the form of repayment of paid-in capital.
The authorisation may be used to approve the distribution of dividends up to an aggregate amount that may not exceed NOK 7,500,000,000.
The authority is valid until the annual general meeting in 2026, however no longer than 30 June 2026."
At the annual general meeting in 2024, the board of directors was authorised to purchase the company's own shares with a nominal value of up to NOK 387,833,318. The authorisation is valid until the annual general meeting in 2025, however no longer than 30 June 2025. The amount represented approx. 10% of the company's share capital at that time. The board of directors has used its authorisation to purchase 1,040,463 shares in the market at an average price of NOK 189.20 per share in connection with its share option scheme for senior management, and 141,426 shares in the market at an average price of NOK 205.16 per share in connection with the company's share purchase programme for employees.
The board of directors wishes to continue to be able to purchase the company's shares in situations where this is considered beneficial to the shareholders. The board of directors proposes that the general meeting grants a new authorisation to the board of directors to acquire shares in the company with a total nominal value of up to 10% of the company's current share capital.
The board of directors 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 387,833,318. 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 500 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 cancelled or 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 annual general meeting in 2026, however no longer than 30 June 2026."
As of this date, Mowi ASA does not hold any own shares.
At the annual general meeting in 2024, the board of directors was authorised to (i) increase the company's share capital by up to NOK 387,833,318 through the issuance of new shares and to (ii) take up convertible loans with a total principal amount of NOK 3,200,000,000 provided that the combined number of shares that are issued pursuant to two authorisations shall not in aggregate exceed 10% of the company's share capital. The authorisations are valid until the annual general meeting in 2025, however no longer than 30 June 2025. The amount represented approx. 10% of the company's share capital at that time.
The board of directors proposes to renew the authorisation to issue new shares, so that the share capital can be increased by a nominal amount of up to NOK 387,833,318 corresponding to approx. 10% of the current share capital.
Similar to previous authorisations, the purpose of the authorisation is to provide the board of directors with financial flexibility (i) to finance further growth, (ii) to offer shares to finance acquisitions, (iii) to offer shares as consideration in acquisitions where this is deemed a favourable form of settlement to the company and (iv) to simplify the procedure in connection with capital increases to fulfil the company's obligations under its share option scheme for senior management and the share purchase programme for employees.
To obtain flexibility, the board of directors proposes that the authorisations include the right to set aside the shareholders' pre-emptive rights.
Based on the above, the board of directors proposes 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 387,833,318, corresponding to approx. 10% of the company's current share capital. 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 of directors 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 annual general meeting in 2026, however no longer than 30 June 2026."
_____ o 0 o _____
The general meeting will only be held as a digital meeting with electronic voting, with no physical attendance for shareholders. The details for participation are set out in a separate guide for online participation, which is available at the company's website.
The online remote participation is being organised by DNB Bank ASA, Registrar's Department and its supplier Lumi. By participating online via Lumi shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow the live webcast. No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. Note that shareholders who have not logged on before the general meeting starts will be granted access but without the right to vote. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.
Shareholders who do not wish to participate in the online 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 3 June 2025 at 16:00 hours (CEST). A proxy form, with instructions on how to use it, is attached as an appendix to this notice. Identity papers of both the proxy and the shareholder, and a company certificate if the shareholder is a legal entity, must be enclosed with the completed proxy form.
The proxy form may be sent electronically through the company's website www.mowi.com or through VPS Investor Services. To submit a proxy form through the company's website, the supplied PIN code and reference number must be entered. 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, Norway. Proxies with voting instructions to the Chairperson of the board of directors cannot be submitted electronically, and must be sent to [email protected] (scanned form) or by regular mail to DNB Bank ASA, Registrars' Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
A shareholder who cannot attend the general meeting may prior to the general meeting cast a vote on each agenda item via www.mowi.com and VPS Investor Services (the supplied PIN code and reference number must be entered). The deadline for prior voting is 3 June 2025 at 16:00 hours (CEST). Until the deadline, votes already cast may be changed or withdrawn.
Pursuant to section 5-2 (1) of the Public Limited Companies Act, only shareholders in the Company five working days before the general meeting, i.e. on 27 May 2025 (the record date) are entitled to participate and vote at the general meeting.
In accordance with section 1-8 of the Public Limited Companies Act, as well as regulation on intermediaries covered by the Central Securities Depositories and Securities Settlement Act section 4-5 and related implementing regulations, notice to shareholders that hold their shares through custodians are submitted to the custodians who pass the notice on to the shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies or enrolment to the company. Such notifications must pursuant to section 5-3 of the Public Limited Companies Act, have been received by the company no later than 2 working days before the general meeting, i.e. on 2 June 2025, for such shareholders to be allowed to attend and vote.
Mowi 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 517,111,091 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 expiry of the deadline for submitting a notice to the general meeting.
A shareholder may bring advisors 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.mowi.com. This document with appendices will be sent free of charge by ordinary mail to those shareholders who so request. If a shareholder wishes to receive the documents not enclosed with the notice by ordinary mail, the company can be contacted by telephone on +47 21 56 23 12, or by email to [email protected].
Bergen, 14 May 2025
for the board of directors in Mowi ASA
Ørjan Svanevik Chairperson
The Nomination Committee (the "Nomination Committee") of Mowi ASA (the "Company") consists of the following members: Anne Lise E. Gryte (chair); Ann Kristin Brautaset and Peder Weidemann Egseth. Reference is made to Mowi's website for further information about the members of the Nomination Committee.
In accordance with Article 5 of the Company's Articles of Association, the Nomination Committee submits its recommendation to the General Meeting on the election of shareholder-elected members of the Company's Board of Directors, the election of members of the Nomination Committee and the remuneration of the members of the Board and Nomination Committee. The Nomination Committee's guidelines and mandate are available on the company's website. The instructions for the nomination committee were last adopted by the general meeting on 13 June 2022 and are available at https://mowi.com/investors/corporategovernance/nomination-committee/.
The Nomination Committee has held 20 meetings in the period following the annual general meeting in 2024, including individual meetings with the chair of the Board, the individual Board members (shareholder-elected and employee-elected) and the CEO. In addition, the Committee has consulted directly with Mowi's largest shareholders. To facilitate that shareholders have direct access to the Nomination Committee, contact information for the Nomination Committee is available on the Company's website. The Nomination Committee has not received any input in the period after the extraordinary general meeting in November 2024. The Nomination Committee would like to emphasize that input from all shareholders is appreciated and that they are invited to contact the Nomination Committee. The Nomination Committee is of the opinion that it has had sufficient resources and expertise available during the period.
According to the Company's Articles of Association, the Board of Directors shall consist of 6 to 12 members who are elected for up to two years at a time. The Board currently consists of seven shareholder-elected members. There are also three Board members that are elected by and among the employees in Norway.
Over the past year, the committee has carried out a thorough process of assessing the board, its composition and its overall competence, cf. section 7 of the Code of Practice for Corporate Governance.
The Nomination Committee aims to achieve a balance between continuity and renewal, to ensure that the Board members remain up to date and have a high level of expertise, insight and understanding of Mowi's business. Further, the Board must satisfy the gender representation requirements set out in the Public Limited Liability Companies Act, which requires a minimum of 40 percent representation of both genders on the Board. The Nomination Committee has specifically considered the independence and capacity of board members. The Nomination Committee considers the number of board members to be appropriate.
The Company's Board of Directors consists of the following seven shareholder-elected members: Ørjan Svanevik (chair); Kristian Melhuus (deputy chairman); Kathrine Fredriksen; Peder Strand, Lisbet K. Nærø; Leif Teksum and Kjersti Hobøl. In addition, the board has three employee-elected board members. Kristian Melhuus and Lisbeth K. Nærø are up for election at this year's general meeting.
Significant changes have been made to the Board over the past year, with two new Board members and a new Chair. The Nomination Committee therefore considers continuity on the Board to be important and will not propose any changes to the Board for the next period.
On the basis of the above factors and assessments, the Nomination Committee recommends the following:
Accordingly, the Nomination Committee proposes that the Company's Board of Directors for the period 2025- 2026 shall consist of the following shareholder-elected board members: Ørjan Svanevik (chair); Kristian Melhuus (deputy chairman); Kathrine Fredriksen; Peder Strand, Lisbet K. Nærø; Leif Teksum and Kjersti Hobøl.
Ørjan Svanevik, Kathrine Fredriksen and Peder Strand are affiliated with Mowi's largest shareholder Geveran Trading Co. Ltd, and are thus not considered independent of the Company's largest shareholders. All of the other shareholder-elected board members are considered independent in line with the Norwegian Corporate Governance Code. Four of the seven shareholder-elected members are thus independent of the Company's senior executives, significant business associates and main shareholders.
The Nomination Committee is of the opinion that the board members provide the board with a composition that ensures that it can safeguard the interests of the shareholder community and that it meets the company's need for expertise, experience, capacity and diversity.
CVs for the Board members are available on the Company's website: https://mowi.com/investors/corporategovernance/leadership/.
* * *
The Nomination Committee has considered the level and structure of Board fees. The Nomination Committee proposes an increase in the Board's fees of approximately 5.7% for Board members and the Chair of the Board (rounded). The reason for the Nomination Committee's proposal is that it is desirable to increase the fees in line with the general salary increase in Norway. The Nomination Committee has also considered the remuneration paid to the members of the Company's Audit Committee. Based on audit committee fees for comparable companies on the Oslo Stock Exchange and increased workload, the Nomination Committee has decided to propose a significant increase in the fees paid to the members of the audit committee.
On this basis, the Nomination Committee proposes the following to the Company's general meeting:
| Board Chair: | NOK 1,710,000 (1,620,000) |
|---|---|
| Deputy chair: | NOK 655,000 (620,000) |
| Shareholder-elected Board members: | NOK 655,000 (620,000) |
| Employee-elected Board members: | NOK 467,000 (442,500) |
| Deputy member | NOK 30,000 per meeting |
The Nomination Committee wishes to facilitate that the members of the Board of Directors own shares in Mowi, in line with the Norwegian Corporate Governance Code of Practice, which recommends that the Board of Directors should be encouraged to own shares in the Company. All shareholder-elected board members should therefore, in the period up to the next annual general meeting, use at least NOK 100,000 of their fees, less any tax on this amount, to acquire shares in the Company.
| Committee Chair: | NOK 250,000 (168,000) |
|---|---|
| Member: | NOK 150,000 (110,000) |
* * *
The nomination committee is elected for a period of two years.
Ann Kristin Brautaset is up for election in the current year. It is proposed that Ann Kristin Brautaset is re-elected for a new period of two years.
Accordingly, the Nomination Committee proposes that the Nomination Committee for the period 2025-2026 shall consist of Anne Lise E Gryte (Chair), Ann Kristin Brautaset and Peder Weidemann Egseth.
The Nomination Committee recommends that the remuneration to the members of the Nomination Committee be increased in line with the increase proposed for the members of the Board. The Nomination Committee therefore proposes the following fees for its members for the period 2025-2026:
Chair: NOK 133,000 (126,000) Member: NOK 72,000 (68,000)
* * *
The Nomination Committee's recommendation is unanimous.
Oslo, 8 May 2025
The Nomination Committee of Mowi ASA
Anne Lise E. Gryte
Ann Kristin Brautaset
Peder Weidemann Egseth

Ref no: PIN - code:
Annual General Meeting in Mowi ASA will be held on 4 June 2025, at 11:00 am (CEST) as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: _______________ and vote for the number of shares registered in Euronext Securities Oslo (ESO) per Record date 27 May 2025.
Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" - There is no need for registration for online participation "Advance vote" - If you would like to vote in advance of the meeting "Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person "Close" - Press this if you do not wish to make any registration.
Online participation: Please login through https://dnb.lumiagm.com/186691798. You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00 am – 3:30 pm).
If you log in after the meeting has started, you will be granted access, but without the right to vote.

The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 3 June 2025 at 4:00 pm (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secure the e-mail.
___________________________________________________________________
Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the nomination committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.
| Agenda for the Annual General Meeting 4 June 2025 | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | a – Election of a chairperson | | | |
| 1. | b – Election of 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 2024 for Mowi ASA and the Mowi group, including allocation of the result of the year |
| | |
| 5. | The board of directors' statement regarding corporate governance | No voting | ||
| 6. | Approval of allocation of options to the company's senior management | | | |
| 7. | Advisory vote on the company's remuneration report for leading personnel for the financial year 2024 | | | |
| 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 2024 | | | |
| 11. | Election of board members | |||
| a) Kristian Melhuus (board member and deputy chairperson) |
| | | |
| b) Lisbet Karin Nærø (board member) |
| | | |
| 12. | Election of members to the nomination committee | |||
| a) Ann Kristin Brautaset |
| | | |
| 13. | Authorisation to the board of directors to distribute dividends | | | |
| 14. | Authorisation to the board of directors to purchase the company's own shares | | | |
| 15. | Authorisation to the board of directors to issue new shares | | | |
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