AGM Information • May 28, 2025
AGM Information
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The ordinary General Meeting of the shareholders of AUSTEVOLL SEAFOOD ASA was held at 10:00 hrs. on 28 May 2025, as a digital meeting with no physical attendance for shareholders.
In accordance with the notice of the General Shareholders Meeting dated 7 May 2025, the following proposals were made in regard to:
A detailed list of the voting results for all items on the agenda is appended to these minutes.
The Chair of the Board, Helge Singelstad, opened the General Meeting, and registered the shareholders present.
According to the list a total of 158,996,605 shares and 158,996,605 votes were present, which constitutes 78.78 per cent of the Company's shares and votes.
A list of shareholders represented at the General Meeting, either in person, by advance votes or by proxy, is appended to these minutes as Appendix 1.
A detailed list of the voting results for all items on the agenda is appended to these minutes as Appendix 2.
The Annual General Meeting resolved the following:
Helge Singelstad was elected to chair the meeting.
The Annual General Meeting resolved the following:
Hilde Drønen was elected to co-sign the minutes along with the Chair.
The Annual General Meeting resolved the following:
The notice and proposed agenda were approved.
The Chair provided a briefing on the submitted Company's annual accounts, report and the consolidated accounts for 2024 and the Board`s dividend distribution proposal.
The Annual General Meeting resolved the following:
The Company's annual accounts and the Board of Directors' report, the Board's proposal for allocation of results for 2024, are approved.
The Company shall pay dividends to its shareholders in the total amount of NOK 1,317,662,931, equivalent to NOK 6.50 per share. The distribution shall take place by paying equal amounts per share to those registered as shareholders of Austevoll Seafood ASA as of 28 May 2025. The shares of the Company shall be traded ex dividend from and including 30 May 2025. The dividends shall be paid out to the shareholders on around 12 June 2025.
NOK 1,311,856,481 shall be transferred from other equity. Of the total dividend NOK 5,806,450 are related to the Company`s own treasury shares, and as such not paid out.
The Chair made reference to the provisions of section 5-6 (5) of the Norwegian Public Limited Liability Companies Act which states that in companies which are obliged to make statement on corporate governance in accordance with section 2-9 of the Norwegian Accounting Act, the ordinary annual general meeting shall include this statement in its deliberations. In the annual report for 2024, the company has described its principles and practice for corporate governance, and reference was therefore made to the statement in the annual report. It is not foreseen that the annual General Meeting shall vote on the report, and consequently it is submitted for information.
The General Meeting took note of the report.
The Chair of the meeting provided a briefing on the submitted proposal by the Nomination Committee's as well as the auditor's remuneration for 2024.
The Annual General Meeting resolved the following:
Committee.
The Chair reported that three of the Board members are up for election this year, and they have all agreed to be re-elected. These are:
Siren M. Grønhaug, Board member. Eirik Drønen Melingen, Board member. Hege Solbakken, Board member (independent Board member).
The Nomination Committee has recommended to re-elect these Board members.
The Chair referred to the nominations from the Nomination Committee: The Nomination Committee recommends the following candidates for the Board of Directors of Austevoll Seafood ASA:
8.1 a) Siren M. Grønhaug, Board member, for election, 2 years.
8.1 b) Eirik Drønen Melingen, Board member, for election, 2 years.
8.1 c) Hege Solbakken, Board member (independent Board member), for election, 2 years.
The Annual General Meeting resolved the following: Siren M. Grønhaug, Eirik Drønen Melingen and Hege Solbakken were elected for two years.
Accordingly, the Board of Directors elected by the shareholders consists of the following:
| Elected to: | |
|---|---|
| Helge Singelstad (Chair) | 2026 |
| Hege Charlotte Bakken (Deputy Chair) (independent Board member) 2026 | |
| Helge Møgster (Board member) | 2026 |
| Lill Maren Møgster (Board member) | 2026 |
| Petter Dragesund (Board member (independent Board member) | 2026 |
| Siren M. Grønhaug (Board member) | 2027 |
| Eirik Drønen Melingen (Board member) | 2027 |
| Hege Solbakken (Board member) (independent Board member) | 2027 |
The Chair announced that one member of the Nomination Committee, Nina Sandnes, is up for election at this General Meeting. The Nomination Committee proposed to the General Meeting that the following candidate be re-elected.
8.2. a) Nina Sandnes, for election, 2 years.
The Annual General Meeting resolved the following: Nina Sandnes was elected for two years.
Accordingly, the Nomination Committee consists of the following: Hilde Drønen, Chair Nils Petter Hollekim Nina Sandnes
The Board of Directors has presented a proposal for authorisation for the Board of Directors to increase the company's share capital. This proposal has been made on the grounds that the Board of Directors requires necessary freedom of action, under appropriate circumstances, to quickly access new capital for the financing of new purchases, acquisitions etc., or to issue new shares as a form of payment for potential acquisitions. Given the purpose of the authorisation, the Board of Directors must be authorised to deviate from the shareholders' pre-emptive right to the new shares.
The Annual General Meeting resolved the following:
The Board of Directors has presented a proposal to the General Meeting regarding authorisation for purchase of the company's own shares. This proposal has in main been made on the grounds that own shares can, based on requirement, be used as a form of payment for potential acquisitions of other companies and similar.
The Annual General Meeting resolved the following:
The Board of Directors is granted authorisation to acquire up to 10% of the company's shares, in accordance with the regulations in the Norwegian Public Limited Liability Companies Act Chapter 9 II.
The Chair made reference to the guidelines for salary and other remuneration to senior executives. The guidelines were approved by the annual General Meeting in 2021.
In accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act, the board of directors has prepared a report regarding remuneration of Company senior executives. The report has been reviewed by the Company's auditor in accordance with section 6-16 b fourth paragraph.
In accordance with the Board of Directors' proposal, the general meeting resolved the following:
The General Meeting endorsed the Board of Director's report regarding remuneration of Company senior executives in accordance with Section 5-6 (4) of the Norwegian Public Limited Liability Companies Act.
The Chair made reference to the Board of Directors' proposal of new guidelines for salary and other remuneration to senior executives. Based on Section 6-16 a, cf. Section 5-6 (3), of the Norwegian Public Limited Liability Companies Act, the guidelines shall be handled and approved by the General Meeting at least every four years.
The Annual General Meeting approves the guidelines on the determination of salary and other remuneration to senior executives of Austevoll Seafood ASA pursuant to Section 6-16 a of the Norwegian Public Limited Liability Companies Act, cf. Section 5-6 (3).
The Chair informed the meeting that there was no further business to transact and thanked those present for their attendance.
The general meeting was thereafter declared concluded.
Storebø, 28 May 2025
Helge Singelstad (s) Chair of the meeting Hilde Drønen (s) Co-signatory
Appendix 1: Shareholders represented at the General Meeting
Appendix 2: Overview of the outcome of the votes, including the number of votes for and against the respective decisions, cf. the Norwegian Public Limited Liability Companies Act section 5-16.
| Totalt representert / Attendance Summary Report AUSTEVOLL SEAFOOD ASA Generalforsamling / AGM 28 May 2025 |
|
|---|---|
| Antall personer deltakende i møtet / | 3 |
| Registered Attendees: Totalt stemmeberettiget aksjer representert |
158,996,605 |
| / Total Votes Represented: Totalt antall kontoer representert / |
391 |
| Total Accounts Represented: | |
| Totalt stemmeberettiget aksjer / | 201,824,074 |
| Total Voting Capital: % Totalt representert stemmeberettiget / |
78.78% |
| % Total Voting Capital Represented: Totalt antall utstede aksjer / Total Capital: |
202,717,374 |
| % Totalt representert av aksjekapitalen / % Total Capital Represented: |
78.43% |
| Selskapets egne aksjer / Company Own Shares: | 893,300 |
| Sub Total: | SI | 158,996,605 | |||||
|---|---|---|---|---|---|---|---|
| Registrerte Ikke-Stemmeberettigede | |||||||
| Registrerte Deltakere / | Deltakere / Registered Non-Voting | Registrerte Stemmer Kontoer / | |||||
| Kapasitet / Capacity | Registered Attendees | Attendees | / Registered Votes | Accounts | |||
| Aksjonær / Shareholder (web) | 109.397 | ||||||
| Forhåndsstemmer / Advance votes | 0 | 158.797.529 | 364 | ||||
| Styrets leder med fullmakt / COB with Proxy | 0 | 89,679 | 26 |
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Som registreringsansvarlig for avstemmingen på generalforsamlingen for aksjonærene oom registremigdansvang for avstemmeliger i ander at resultatet av avstemmingen er korrekt angitt som følger:-
/
As scrutineer appointed for the Poll taken at the General Meeting of the Members of the Company held As Scrutheer appointed for the parpose and of the Poll is correctly set out as follows:-
| otalt antall stemmeberettigede aksjer / Issued voting snares: 201.824.074 | ||||
|---|---|---|---|---|
| STEMMER | 0/0 | STEMMER | % | STEMMER STEMMER |
% AV STEMME- | IKKE AVGITI | ||
|---|---|---|---|---|---|---|---|---|
| VOTES | VOTES | VOIES | TOTALT | BERETTIG KAPITAL | STEMME I MØTET NO VOTES IN |
|||
| FOR | MOTT | AVSTAR | VOTES TOTAL | AVGITT STEMME / % ISSUED VOTING SHARES |
MEETING | |||
| AGAINST | WITHHELD | VOTED | ||||||
| 2 | 158,995,590 | 100.00 | 0 | 0.00 | 1,015 | 158,996,605 | 78.78% | 0 |
| 3 | 158,995,590 | 100.00 | 0 | 0.00 | 1,015 | 158,996,605 | 78.78% | 0 |
| 4 | 158,995,590 | 100.00 | O | 0.001 | 1,015 | 158,996,605 | 78.78% | O |
| 5 | 158,837,467 | 99.93 | 109,842 | 0.07 | 49.296 | 158,996,605 | 78.78% | O |
| 7.a | 156,042,904 | 98.14 | 2,951,687 | 1.86 | 2.014 | 158,996,605 | 78.78% | O |
| 7.0 | 158,993,281 | 100.00 | 1.345 | 0.00 | 1,979 | 158,996,605 | 78.78% | 0 |
| 7.C | 158,993,281 | 100.00 | 1,310 | 0.00 | 2,014 | 158,996,605 | 78.78% | 0 |
| 7.0 | 156.737,616 | 98.58 | 2,256,975 | 1.42 | 2,014 | 158,996,605 | 78.78% | 0 |
| 8.1.a | 149,842,782 | 95.461 | 7,123,281 | 4.54 | 2,030,542 | 158,996,605 | 78.78% | 0 |
| 8.1.b | 151,991,915 | 95.60 | 7,003,675 | 4.401 | 1,015 | 158,996,605 | 78.78% | 0 |
| 8.1.C | 149,499,942 | 94.03 | 9,495,648 | 5.97 | 1,015 | 158,996,605 | 78.78% | O |
| 8.2.a | 158,899,369 | 99.94 | 94,221 | 0.06 | 3,015 | 158,996,605 | 78.78% | O |
| 9 | 158,168,917 | 99.48 | 824,673 | 0.52 | 3,015 | 158,996,605 | 78.78% | 0 |
| 110 | 158,786,324 | 99.92 | 126,952 | 0.08 | 83,329 | 158,996,605 | 78.78% | 0 |
| 11 | 122,325,049 | 77.93 | 34,638,050 | 22.07 | 2,033,506 | 158,996,605 | 78.78% | 0 |
| 12 | 131,899,044 | 82.96 | 27,093,213 | 17.04 | 4,348 | 158,996,605 | 78.78% | 0 |
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