AKVA Group — AGM Information 2023

Apr 14, 2023

AKVA GROUP ASA NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given of the annual general meeting of AKVA group ASA to be held on Thursday, 11 May 2023 at 17:00 (CEST).

In accordance with section 5-8 of the Norwegian Public Limited Liability Companies Act (the "Companies Act"), the board of directors has resolved that the annual general meeting for 2023 will be held as a digital meeting only. Shareholders are encouraged to grant the chairman of the board a proxy, with or without voting instructions. For further details, please refer to page 4 of this notice.

Shareholders who are receiving the paper version of this notice are encouraged to "go green" by accepting receipt of electronic communication through the VPS (Euronext Securities Oslo) Investor Services.

The annual general meeting will consider the following matters:

• 1. Opening of the annual general meeting by the chairman of the board, and registration of participating shareholders
• 2. Election of chair of the meeting and of a person to co-sign the meeting minutes
• 3. Approval of the notice to the meeting and the agenda
• 4. Ordinary agenda items
• 4.1. Presentation of business activities by Group chief executive officer Knut Nesse
• 4.2. Approval of the 2022 annual accounts of AKVA group ASA and the Group, and the board's annual report

The board's proposed annual accounts and annual report for 2022 were published on 15 March 2023 and are, together with the auditor's report, available on the company's website, https://www.akvagroup.com/investors/financial-info/annual-reports/.

The board proposes that the general meeting approves the 2022 annual accounts of AKVA group ASA and the Group, and the board's annual report, including the board's proposal to transfer the profit of 2022 to other equity.

4.3. Determination of board members' remuneration

The recommendation by the nomination committee is available on the company's website, https://www.akvagroup.com/investors/general-meeting/.

4.4. Determination of nomination committee members' remuneration

The recommendation by the nomination committee is available on the company's website, https://www.akvagroup.com/investors/general-meeting/.

4.5. Approval of auditor's fees

The board proposes that the general meeting passes the following resolution:

"The general meeting approves the auditor's fees of NOK 1.248.292 for the accounting year of 2022."

4.6 Report on salaries and other remuneration to executive personnel

The board has prepared a report giving a complete overview of paid and outstanding salaries and other remuneration to executive personnel for 2022 in accordance with section 6-16 b of the Companies Act. The Company's auditor has reviewed that the report meets the requirements of the Companies Act and the regulation of 11 December 2020 no. 2730 on guidelines and report on remuneration of executive personnel. The report is available on https://www.akvagroup.com/investors/general-meeting/.

The annual general meeting shall hold an advisory vote on the report, cf. section 5-6 (4) and section 6-16 b (2) of the Companies Act.

The board proposes that the general meeting passes the following resolution:

"The general meeting endorses the board's report on salaries and other remuneration to executive personnel for 2022."

4.7. Approval of the board of director's guidelines on the determination of salaries and other remuneration to executive personnel

The company's guidelines on the determination of salaries and other remuneration to the company's executive personnel in accordance with section 6-16 a of the Companies Act was approved by the company's general meeting on 6 May 2021. The board has prepared a proposal for updated guidelines, to clarify how the guidelines meet the criteria pursuant to statutory law. The proposed updated guidelines are available on the company's website, https://www.akvagroup.com/investors/general-meeting/.

The guidelines are subject to the approval of the general meeting, cf. section 5-6 (3) of the Companies Act.

The board proposes that the general meeting passes the following resolution:

"The general meeting approves the board's guidelines on determination of salaries and other remuneration to executive personnel in accordance with section 6-16 a of the Companies Act."

4.8 Statement on corporate governance

The company has prepared a statement on corporate governance in accordance with section 3-3 b of the Norwegian Accounting Act. The statement is included on page 190 in the annual report for 2022.

The statement shall be considered by the annual general meeting in accordance with the Companies Act section 5-6 (5).

The board proposes that the general meeting passes the following resolution:

"The general meeting endorses the statement on corporate governance as included in the annual report."

4.9. Election of board members

The recommendation by the nomination committee for election of board members is available on the company's website: https://www.akvagroup.com/investors/general-meeting/.

4.10. Election of a nomination committee member

The recommendation by the nomination committee for election of a nomination committee member is available on the company's website https://www.akvagroup.com/investors/generalmeeting/.

5 Authorisation to increase the share capital

At the general meeting of 12 May 2022, the board was authorised to increase the company's share capital by up to NOK 3,666,773. The authorisation is in force until the annual general meeting in 2023.

To ensure the completion of the company's strategic goals in the best possible way, the board proposes that the general meeting grants the board a new authorisation to carry out one or several capital increases with an amount corresponding to up to 10% of the company's share capital.

The purpose of the authorisation is to give the board the flexibility to raise additional capital quickly and efficiently in connection with funding of further development and growth of the business. In the board's opinion, it would be appropriate and in the company's best interest to give the board the opportunity to continuously assess the company's situation and need for capital, and subsequently respond quickly if a need for additional capital is identified.

The board's proposal does not include a right to waive the pre-emptive right of shareholders to subscribe for shares pursuant to section 10-4 of the Companies Act.

The board proposes that the general meeting passes the following resolution:

"The board is authorised to increase the company's share capital by up to NOK 3,666,773, through subscription of new shares. The authorisation does not permit the board to waive the pre-emptive right of shareholders pursuant to section 10-4 of the Companies Act, nor carry out a capital increase through payments in kind, nor incur special obligations on behalf of the company as set out in section 10-2 of the Companies Act, nor decisions on mergers pursuant to section 13-5 of the Companies Act, and may not be used in connection with the company's option programme.

The authorisation shall be in force until the earlier of the time of the annual general meeting in 2024 and 30 June 2024. This authorisation replaces the authorisation to the board to increase the company's share capital given by the general meeting on 12 May 2022."

6. Authorisation to purchase own shares

At the general meeting of 12 May 2022, the board was authorised to purchase the company's own shares up to a total nominal value of NOK 916,693, which equalled approximately 2.5% of the company's share capital. The authorisation is valid until the annual general meeting in 2023.

The board proposes that the general meeting grants the board a new authorisation to purchase own shares. Such a new authorisation will provide the board with necessary flexibility and alternatives, inter alia in connection with acquisitions where the consideration shall consist of shares in the company and for the purpose of the company's share-based incentive schemes.

The board proposes that the general meeting passes the following resolution:

"The board is, pursuant to section 9-2 to 9-4 of the Companies Act, authorised to purchase and hold shares in the company. The shares to be acquired under this authorisation shall not be acquired at a higher value than at market terms on a regulated market where the shares are traded, and the minimum and maximum price that may be paid for each share is NOK 1 and NOK 150, respectively.

This authorisation may be used one or several times. The maximum face value of the shares which the company may acquire pursuant to this authorisation is in total NOK 916,693 which equals approximately 2.5% of the company's share capital.

Acquisitions of shares pursuant to this authorisation may only take place if the company's distributable reserves according to the most recent balance sheet exceed the remuneration for the shares to be acquired. The board is otherwise free to determine the terms on which the company's own shares will be acquired and sold, provided that an acquisition of shares under this authorisation cannot be made unless it is in accordance with prudent and good business practice, with due consideration to losses which may have occurred after the balance-sheet date or are expected to occur.

The authorisation shall be in force until the annual general meeting in 2024, however, not later than until 30 June 2024. This authorisation replaces the authorisation to the board to purchase own shares, given by the general meeting on 12 May 2022."

7. Authorisation to resolve the distribution of dividends

Reference is made to item 4.2 regarding the approval of the company's annual accounts for 2022. In order to facilitate semi-annual distributions of dividends in line with the company's dividend policy, provided that it at the time of distribution is deemed appropriate based on the company's financial situation, the board proposes that the general meeting passes the following resolution:

"The board of directors is authorised pursuant to the Companies Act section 8-2 (2) to approve the distribution of dividends based on the company's annual accounts for 2022. The authorisation also includes distributions in the form of repayment of paid-in-capital.

The authorisation may be used to resolve the distribution of dividends up to an aggregated amount of NOK 100,000,000.

The authorisation is valid for dividends approved from and including the second quarter of 2023 and until the annual general meeting in 2024, however, not later than 30 June 2024.

The board determines from which date the shares will be traded ex-dividend.

This authorisation replaces the authorisation to the board to resolve the distribution of dividends given by the general meeting on 12 May 2022."

***

The shares of the company and the right to vote for shares

The company's share capital is NOK 36,667,733 divided into 36,667,733 shares, each with a par value of NOK 1. Each share is entitled to one vote.

Each shareholder has the right to vote for the number of shares owned by the shareholder and registered on an account in the central securities depository Euronext Securities Oslo (the VPS) belonging to the shareholder at the time of the general meeting. If a shareholder has acquired shares and the share acquisition has not been registered with the VPS at the time of the general meeting, voting rights for the acquired shares may only be exercised if the acquisition is reported to VPS and proven at the general meeting. In case of ownership transfer, the parties may agree that the seller can exercise the shareholder rights until the rights have been assumed by the acquirer.

The company will not be able to execute satisfactory control and identification of beneficial owners of shares registered in VPS accounts held by custodians. Therefore, for the beneficial owners to be able to exercise voting rights at the general meeting, the beneficial owner must prove that she/he has taken the necessary steps to terminate the custodianship of the shares and that the shares will be transferred to an ordinary VPS account in the name of the owner. If the owner can prove that she/he has initiated such measures and that she/he has a real shareholder interest in the company, the owner may, in the opinion of the company, vote for the shares even if they are not yet registered in an ordinary VPS account.

For general meetings held after 1 July 2023, such re-registration will not be required due to an amendment in statutory law. Information on participation and advance notice thereof will be included in the notice of general meetings held after such date.

The shareholders' rights

The deadline for shareholders to put matters on the agenda has expired, cf. section 5-11 second sentence of the Companies Act. A shareholder may nevertheless submit alternative proposals to those made by the board under matters to be dealt with by the general meeting, provided that such alternative proposals lie within the scope of matters on the agenda.

A shareholder has the right to require the members of the board of directors and the CEO to provide necessary information to the general meeting that may influence the approval of the annual accounts and the annual report, items which have been presented to the shareholders for decision, the company's financial position, including information on other companies in which the company participates, and other items to be considered at the annual general meeting, unless the information requested may not be disclosed without causing disproportionate damage to the company.

If additional information is necessary, and an answer cannot be given at the annual general meeting, a written answer shall be prepared within two weeks from the date of the annual general meeting. Such answer shall be available to the shareholders at the company's premises and be sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

Holding of the annual general meeting, registration of attendance and proxy

In accordance with section 5-8 of the Companies Act, the board of directors has resolved that the annual general meeting for 2023 will be held as a digital meeting only.

Shareholders can attend and vote at the general meeting by:

• a) granting a proxy to the chairman of the board, with or without voting instructions, or
• b) attending and voting digitally via video at the general meeting.

Shareholders who wish to attend the general meeting via video link, with or without the possibility to cast votes, are asked to notify the company by email to investorrelations@akvagroup.com no later than Monday, 8 May 2023, at 12:00 (CEST). Such shareholders will then receive an invite to the meeting together with information on digital attendance and voting. NB: Shareholders who wish to vote via video at the general meeting must enclose a copy of proof of identification. The reason for this is that the company is obligated, in an adequate way, to authenticate the participants and to control the voting at the general meeting.

Shareholders are encouraged to attend the general meeting by granting a proxy to the chairman of the board, with or without voting instructions.

Shareholders who wish to attend the annual general meeting by proxy are asked to complete and submit the attached proxy form, with or without voting instructions, by email to investorrelations@akvagroup.com or by mail to AKVA group ASA, att./Atle Olsen , P.O. Box 8057, N-4068 Stavanger. In case the shareholder is a legal entity, a certificate of registration or an authorisation evidencing that the person has the right to act on behalf of the shareholder must accompany the proxy form.

All proxies received will be deemed granted to the chairman of the board or a person appointed by him.

The company asks to receive all proxy forms, with or without voting instructions, no later than Monday, 8 May 2023, at 12:00 (CEST).

Documents and proposals for resolutions

In accordance with article 8 of the company's articles of association, the documents regarding matters which are dealt with at the general meeting are displayed on the company's website http://ir.akvagroup.com/investorrelations/general-meeting, and are consequently not distributed together with the notice. Nevertheless, each shareholder has the right to have the documents sent to her/him or her free of charge, upon request to the company. Shareholders may request the documents from the company by e-mail investorrelations@akvagroup.com or by mail to AKVA group ASA, att./Atle Olsen, P.O. Box 8057, N-4068 Stavanger.

***

The notice of the general meeting and additional information related to the general meeting are also available at the company's website www.akvagroup.com.

***

14 April 2023 AKVA group ASA The board of directors

Enclosure: Attendance and proxy form

ATTENDANCE AND PROXY FORM – ANNUAL GENERAL MEETING

NOTICE OF ATTENDANCE

The general meeting will be held as a digital meeting. Shareholders who wish to attend the general meeting via video link, with or without the possibility to cast votes, are asked to notify the company by email to investorrelations@akvagroup.com no later than Monday, 8 May 2023, at 12:00 (CEST). Such shareholders will then receive an invite to the meeting together with information on digital attendance and voting.

NB: Shareholders who wish to vote via video at the general meeting must enclose a copy of proof of identification. The reason is that the company is obligated, in an adequate way, to authenticate the participants and to control the voting at the general meeting.

Shareholders are encouraged to attend the general meeting by granting a proxy to the chairman of the board, with or without voting instructions.

PROXY WITHOUT VOTING INSTRUCTIONS

This form of proxy is for proxy without voting instructions. A shareholder who wishes to grant proxy with voting instructions, shall use the form on the next page. If you are not able to attend the annual general meeting, you can grant the chair of the board an authorisation to vote on your behalf by using this proxy form. Proxy can only be granted to the chair of the board, and all proxy forms submitted will be deemed granted to the chair of the board or a person appointed by him. Instructions to others than the chair should be agreed directly with the proxy holder.

The proxy must be dated and signed to be valid. In case the shareholder is a legal entity, a certificate of registration or an authorisation evidencing that the person has the right to act on behalf of the shareholder must accompany the proxy form.

We kindly ask you to send the proxy form by mail to AKVA group ASA, att./Atle Olsen, P.O. Box 8057, N-4068 Stavanger or by email investorrelations@akvagroup.com. The proxy should be received by AKVA group ASA no later than Monday, 8 May 2023 at 12:00 (CEST).

____________________________________ (shareholder's name in capital letters) hereby grants

the chairman of the board (or a person appointed by him) a proxy to attend and vote at AKVA group ASA's annual general meeting on 11 May 2023 for

A total of	………….	shares.
	………….	other shares in accordance with enclosed proxy
	………….	own shares

________________________ ___________________________

Place/date Shareholder's signature

With regard to rights of attendance and voting we refer to the Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the beneficial owner giving such proxy must be attached to this proxy.

PROXY WITH VOTING INSTRUCTIONS

This form of proxy is for proxy with voting instructions. If you are not able to attend the annual general meeting, you can grant the chairman of the board an authorisation to vote on your behalf by using this proxy form. Proxy can only be granted to the chairman of the board, and all proxy forms submitted will be deemed granted to the chairman of the board or a person appointed by him. Instructions to others than the chair should be agreed directly with the proxy holder. The proxy must be dated and signed to be valid. In case the shareholder is a legal entity, a certificate of registration or an authorisation evidencing that the person has the right to act on behalf of the shareholder must accompany the form of proxy.

We kindly ask you to send the proxy form by mail to AKVA group ASA, v/Atle Olsen, P.O. Box 8057, N-4068 Stavanger or by email investorrelations@akvagroup.com. The proxy should be received by AKVA group ASA no later than Monday, 8 May 2023 at 12:00 (CEST).

____________________________________ (shareholder's name in capital letters) hereby grants

the chairman of the board (or a person appointed by him) a proxy to attend and vote at AKVA group ASA's annual general meeting on 11 May 2023 for

A total of	………….	shares.
	………….	other shares in accordance with enclosed proxy
	………….	own shares

The votes shall be submitted in accordance with the instructions below. Any items below not voted for (not ticked off), will be deemed as an instruction to vote "in favour" of the proposals in the notice. Any motion from the floor, amendments or replacement to the proposals in the agenda, will be determined at the proxy holder's discretion. In case the contents of the voting instructions are ambiguous, the proxy holder will base his/her understanding on a reasonable understanding of the wording of the proxy. Where no such reasonable understanding can be found, the proxy may in his/her discretion refrain from voting.

Agenda for the annual general meeting for 2022		In favour	Against	Abstention
2	Election of chair of the meeting and of a person to co-sign the meeting minutes	□	□	□
3	Approval of the notice to the meeting and the agenda		□	□
4.1	Presentation of business activities by Group chief executive officer Knut Nesse		No voting
4.2	Approval of the 2021 annual accounts, and the annual report	□	□	□
4.3	Determination of board members' remuneration	□	□	□
4.4	Determination of nomination committee members' remuneration	□	□	□
4.5	Approval of auditor's fees	□	□	□
4.6	Report on salaries and other remuneration to executive personnel	□	□	□
4.7	Approval of the board of director's guidelines on the determination of salaries and other remuneration to executive personnel	□	□	□
4.8	Statement on corporate governance	□	□	□
4.9	Election of board members
	Hans Kristian Mong, chair	□	□	□
	Kristin Reitan Husebø, deputy chair	□	□	□
	Frode Teigen, board member	□	□	□
	Heidi Nag Flikka, board member	□	□	□
	Tore Rasmussen, board member	□	□	□
	Yoav Doppelt, board member	□	□	□
	Irene Heng Lauvsnes, board member	□	□	□
4.10	Election of a nomination committee member
	Eivind Helland, chair	□	□	□
	Ingvald Fardal,member	□	□	□
	Nina Grieg, member	□	□	□
5	Authorisation to increase the share capital	□	□	□
6	Authorisation to purchase own shares	□	□	□
7	Authorisation to resolve the distribution of dividends	□	□	□

Place/date _____________________________________ (Shareholder's signature)

With regard to rights of attendance and voting we refer to the Companies Act, in particular chapter 5. A written power of attorney dated and signed by the beneficial owner giving such proxy must be attached to this proxy.