AGM Information • Jun 4, 2025
AGM Information
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The annual general meeting of Mowi ASA was held on 4 June 2025 at 11:00 CEST by way of a digital meeting.
Shareholders representing 376,521,952 shares, corresponding to 72.81 % of the share capital, were represented at the general meeting in person, by advance vote or by proxy. A record of shareholders represented at the meeting is attached to these minutes.
In addition, the following participated in the meeting: Chairperson of the board of directors, Ørjan Svanevik, CEO Ivan Vindheim, CFO Kristian Ellingsen, chairperson of the nomination committee Anne Lise E. Gryte and Trine Hansen Bjerkvik as representative from the company's auditor.
The general meeting was opened by the Chairperson of the board of directors, Ørjan Svanevik.
The meeting had the following agenda:
Chairperson of the board of directors, Ørjan Svanevik was elected to chair the meeting, and Kristian Ellingsen was elected to sign the minutes together with the chair of the meeting.
A detailed list of the voting results is attached to the minutes.
The notice and agenda were approved.
A detailed list of the voting results is attached to the minutes.
The CEO, Ivan Vindheim, provided a briefing of the business of the Mowi group.
The CFO, Kristian Ellingsen, provided a review of the main points in the board of directors' proposed annual accounts for the company and the group for 2024. Reference was made to the board of directors' and the auditor's statements included in the company's annual report for 2024. Reference was made to the board of directors' proposal for the allocation of the result for the financial year 2024.
The general meeting then passed the following resolution:
"The board of directors' proposed annual accounts for Mowi ASA and the Mowi group, including allocation of the result for the financial year, and the board of directors' report for 2024, are approved."
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the statement regarding principles for corporate governance, which is included in the annual report.
The chair of the meeting referred to the board of directors' proposal that the general meeting approves the allocation of up to 1.8 million options under the company's share option scheme for senior management described in the guidelines for remuneration of leading personnel approved at the annual general meeting on 13 June 2022.
The general meeting then passed the following resolution:
"The general meeting approves the allocation of up to 1.8 million options under the company's option scheme for senior management described in the guidelines for remuneration of leading personnel that was approved at the annual general meeting on 13 June 2022."
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the remuneration report for the leading personnel of the company for 2024 prepared by the board of directors in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act, which is available at the company's website www.mowi.com.
The general meeting then passed the following resolution:
"The general meeting endorses the remuneration report for the leading personnel for the financial year 2024."
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the nomination committee's proposal.
The general meeting then passed the following resolution:
"The board members shall receive the following remuneration for their work in the period 2025-2026:
| The chairperson of the board: | NOK 1,710,000 |
|---|---|
| The deputy chairperson of the board: Board members: |
NOK 655,000 NOK 655,000 |
| Employee-elected board members: | NOK 467,000 |
| Deputy board members: | NOK 30,000 per meeting |
All shareholder-elected members of the board of directors should spend in the period up to the next annual general meeting at least NOK 100,000 of their respective remuneration, less any income tax payable on such amount, to acquire shares in Mowi ASA.
Members of the audit committee will receive an additional remuneration of NOK 250,000 (chairperson) and NOK 150,000 (members) for their work."
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the nomination committee's proposal.
The general meeting then passed the following resolution:
"The members of the nomination committee shall be remunerated as follows for their work in the period 2025-2026:
The chairperson of the committee: NOK 133,000 Members of the committee: NOK 72,000"
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the board of directors' proposal.
The general meeting then passed the following resolution:
"The remuneration to the company's auditor for work in 2024 is approved with the amount set out in note 6 to Mowi ASA's annual accounts for 2024."
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the nomination committee's proposal.
The general meeting then passed the following resolution:
"Kristian Melhuus is re-elected as a board member and deputy chairperson for a term of two years and Lisbet Karin Nærø is re-elected as a board member for a term of two years."
The board of directors will thereafter consist of the following shareholder elected board members:
Ørjan Svanevik (Chairperson) Kristian Melhuus (Deputy Chairperson) Kathrine Fredriksen Peder Strand Lisbet Karin Nærø Kjersti Hobøl, and Leif Teksum
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the nomination committee's proposal.
The general meeting then passed the following resolution:
"Ann Kristin Brautaset is re-elected as a member of the nomination committee for a term of 2 years."
The nomination committee will thereafter consist of the following members:
Anne Lise Ellingsen Gryte, Chairperson Ann Kristin Brautaset, and Peder Weidemann Egseth
A detailed list of the voting results is attached to the minutes.
The board of directors' proposal was presented by the chair of the meeting.
The general meeting then passed 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 ordinary general meeting in 2026, however no longer than 30 June 2026."
A detailed list of the voting results is attached to the minutes.
The board of directors' proposal was presented by the chair of the meeting.
The general meeting then passed 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 ordinary general meeting in 2026, however no longer than 30 June 2026."
A detailed list of the voting results is attached to the minutes.
The board of directors' proposal was presented by the chair of the meeting.
The general meeting then passed 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 ordinary general meeting in 2026, however no longer than 30 June 2026."
A detailed list of the voting results is attached to the minutes.
As there were no further matters on the agenda the meeting was adjourned.
[Only Norwegian version signed] Chair of the meeting
[Only Norwegian version signed] Kristian Ellingsen
Totalt representert / AƩendance Summary Report Mowi ASA Generalforsamling / AGM 4 June 2025
| Antall personer deltakende i møtet / Registered AƩendees: | 5 |
|---|---|
| Totalt stemmebereƫget aksjer representert / Total Votes Represented: | 376 521 952 |
| Totalt antall kontoer representert / Total Accounts Represented: | 2 187 |
| Totalt stemmebereƫget aksjer /Total Vo Ɵng Capital: | 517 111 091 |
| % Totalt representert stemmebereƫget /% Total Vo Ɵng Capital Represented: | 72,81 % |
| Totalt antall utstede aksjer / Total Capital: | 517 111 091 |
| % Totalt representert av aksjekapitalen / % Total Capital Represented: | 72,81 % |
| Selskapets egne aksjer / Company Own Shares: | 0 |
Sub Total: 5 376 521 952
| Registrerte Deltakere / | Registrerte Stemmer | Kontoer / | |
|---|---|---|---|
| Kapasitet / Capacity | Registered Attendees | / Registered Votes | Accounts |
| Aksjonær / Shareholder (web) | 2 | 910 177 | 2 |
| Forhåndsstemmer / Advance votes | 1 | 374 802 434 | 2 119 |
| Styrets leder med fullmakt / COB with Proxy | 1 | 806 941 | 63 |
| Styrets leder med instruksjoner / COB with instruc | 1 | 2 400 | 3 |
Freddy Hermansen DNB Bank ASA Issuer services
Som registreringsansvarlig for avstemmingen på generalforsamlingen for aksjonærene i selskapet avholdt den 04 juni 2025, BEKREFTES HERVED at resultatet av avstemmingen er korrekt angitt som følger:-
/
As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 04 juni 2025, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
| STEMMER / | % | STEMMER / | % | STEMMER / | STEMMER | % AV STEMME | IKKE AVGITT | |
|---|---|---|---|---|---|---|---|---|
| VOTES | VOTES | VOTES | TOTALT / | BERETTIG KAPITAL | STEMME I MØTET / | |||
| FOR | MOT / | AVSTÅR / | VOTES TOTAL | AVGITT STEMME / % | NO VOTES IN | |||
| AGAINST | WITHHELD | ISSUED VOTING SHARES | MEETING | |||||
| 1.a | 375 598 535 100,00 | 0 | 0,00 | 13 417 | 375 611 952 | VOTED 72,64 % |
910 000 | |
| 1.b | 375 598 535 100,00 | 0 | 0,00 | 13 417 | 375 611 952 | 72,64 % | 910 000 | |
| 2 | 375 598 535 100,00 | 0 | 0,00 | 13 417 | 375 611 952 | 72,64 % | 910 000 | |
| 4 | 373 178 785 | 99,48 | 1 943 982 | 0,52 | 489 185 | 375 611 952 | 72,64 % | 910 000 |
| 6 | 263 958 250 | 70,28 | 111 638 564 | 29,72 | 15 138 | 375 611 952 | 72,64 % | 910 000 |
| 7 | 234 863 228 | 64,55 | 129 006 274 | 35,45 | 11 742 450 | 375 611 952 | 72,64 % | 910 000 |
| 8 | 374 806 118 | 99,79 | 790 417 | 0,21 | 15 417 | 375 611 952 | 72,64 % | 910 000 |
| 9 | 374 889 148 | 99,81 | 707 387 | 0,19 | 15 417 | 375 611 952 | 72,64 % | 910 000 |
| 10 | 362 947 910 | 96,63 | 12 649 775 | 3,37 | 14 267 | 375 611 952 | 72,64 % | 910 000 |
| 11.a | 366 922 718 | 97,69 | 8 675 802 | 2,31 | 13 432 | 375 611 952 | 72,64 % | 910 000 |
| 11.b | 355 578 365 | 94,67 | 20 020 155 | 5,33 | 13 432 | 375 611 952 | 72,64 % | 910 000 |
| 12.a | 373 394 540 | 99,41 | 2 203 980 | 0,59 | 13 432 | 375 611 952 | 72,64 % | 910 000 |
| 13 | 375 582 049 100,00 | 17 611 | 0,00 | 12 292 | 375 611 952 | 72,64 % | 910 000 | |
| 14 | 371 877 199 | 99,02 | 3 693 355 | 0,98 | 41 398 | 375 611 952 | 72,64 % | 910 000 |
| 15 | 374 381 424 | 99,68 | 1 218 222 | 0,32 | 12 306 | 375 611 952 | 72,64 % | 910 000 |
Freddy Hermansen DNB Bank ASA Issuer services
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