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AKVA Group Remuneration Information 2018

May 9, 2018

3532_rns_2018-05-09_95745123-2909-402f-890a-1200db1cff37.pdf

Remuneration Information

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STATEMENT REGARDING STIPULATION OF WAGES AND OTHER REMUNERATION FOR THE EXECUTIVE MANAGEMENT

1. About the statement

This statement has been prepared by the Board of Directors of AKVA group ASA ("AKVA" or the "Company") pursuant to Section 6-16a of the Norwegian Public Limited Companies Act, under which the Board of Directors is obliged to prepare a statement regarding the determination of wages and other remuneration for the company's Managing Director (chief executive officer/CEO) and other executive personnel.

The statement shall include guidelines for the determination of salary and other types of remuneration and shall also indicate the main principles for Company's executive personnel remuneration policy. The guidelines set out in item 2, below, are indicative only. If the Board of Directors approves an agreement or scheme deviating from such guidelines, the minutes from the relevant board meeting shall state the reason for the deviation. Item 3 regarding value based incentives is binding for the Board of Directors and the Company.

AKVA defines the persons within the executive management team as "executive personnel". In 2017 this definition has included the following persons; CEO, CFO, COO Nordic, COO Americas, COO Export, COO Land based and COO Technology & Software.

2. Indicative guidelines for remuneration and other benefits in 2017

2.1 The main principles for the company's executive personnel remuneration policy

The main principles for the company's executive personnel remuneration policy is that the basic salary shall promote value creation in the company and contribute to common interests between shareholders and executive personnel. The basic salary shall not be of a type or size that may negatively affect the company's reputation.

As the industry leader in our sector, AKVA is dependent on being able to offer salaries that enable AKVA to recruit the most able managers. It is the board's policy to employ the most competent managers by offering compensation packages that are competitive with those offered in other similar industries and in the international market.

The board of directors has established a remuneration committee, which shall make recommendations to the Board of Directors with respect to the remuneration of the Company's CEO and other executive personnel.

2.2 Determination of salary

The company's policy is that executive personnel salaries shall primarily be a fixed monthly salary, which reflects the position and experience of each individual.

The base salary for the executive personnel consists of a fixed salary, which is individually stipulated. The fixed salary shall be determined based on the following criteria:

  • Experience and competence
  • Size of the company
  • Market conditions for the relevant position and individual

Variable compensation shall normally not exceed the fixed salary.

The Board of Directors decides the CEO's remuneration. The remuneration for the other executive personnel shall be determined by the CEO and reported to the Board of Directors.

Determination of remuneration for executive personnel shall follow the principles that apply for the Company's employees in general in respect of annual salary adjustments and time of adjustment.

2.3Benefits

The company grants benefits to executive personnel such as covering expenses for use of telecommunications and similar based on need. A company car can be considered based on need.

2.4Bonus schemes and similar variable compensation

The incentive scheme for the group management consist of two components: i) an annual bonus limited to between 30% and 50% of annual salary, dependent upon individual and financial targets, for the years 2017, 2018 and 2019; and ii) a deferred bonus limited to between 30% and 50% of annual salary, dependent upon individual targets and the development of the Company's share price relative to the OSLO Seafood Index (OSLFX), for the same period.

The general bonus plan does not exclude discretionary bonuses.

The Board of Directors decided to implement a share incentive program for all employees in 2017. The program entitled the employees to buy up to 662 shares at a 20% discount. 132 employees participated in the program, buying a total of 72,419 shares.

According to the established bonus regime and agreed terms, total bonuses of NOK 12,624,000 were paid out in 2017 to the Group's executive personnel based on 2016 performance.

2.5 Pension

In principal, the pension plans for the executive personnel shall be the same as those generally established for the employees in the company. Early retirement pension agreements may be made with the executive personnel with a mutual right to demand retirement from the age of 62.

2.6Severance pay

Agreements for severance pay upon termination of employment will be seen in conjunction with confidentiality and non-compete clauses in each individual's employment contract to ensure that only limitations in the individual's opportunity to obtain new employment are compensated. Severance pay agreements shall in principle include deductions for income received from other sources.

2.7 Other variable elements

There are no variable elements in the company's remuneration of executive personnel apart from the bonus arrangement.

2.8 The compensation policy of the previous accounting year, 2016

AKVA's aim in the previous year was to offer competitive terms of employment to the executive personnel. The compensation policy for 2016 was published on May 10th, 2017 and is available on http://www.akvagroup.com/investor-relations/generalmeeting.

For the total remuneration paid to the executive management for the financial year 2016, please see Note 3 to the 2016 financial statements.

3. Binding guidelines

3.1Compensation linked to shares or the price of the shares in the company

The variable bonus scheme ref clause 2.4 above includes a deferred bonus limited to between 30% to 50% of annual salary, for the years 2017, 2018 and 2019. This part of the variable pay is dependent upon individual targets and the development of the Company's share price relative to the OSLO Seafood Index (OSLFX).