Grieg Seafood — AGM Information 2014

Jun 11, 2014

PROTOCOL FROM THE ANNUAL GENERAL MEETING

The Annual General Meeting of

GRIEG SEAFOOD ASA

was held on Wednesday, 11 June 2014 at the company's premises at Grieg-Gaarden, C. Sundts gt. 17/19, Bergen, Norway.

The Agenda for the Annual General Meeting was as follows:

• 1. Election of chair and a representative to sign the protocol along with the chair
• 1. Approval of the Notice of Meeting and Agenda
• 1. Adoption of the financial statement and the consolidated financial statement for Grieg Seafood ASA and the Group for 2013, including approval of the director's report
• 1. Board authorisation to issue dividends
• 1. Auditor's fee
• 1. Remuneration to the Board of Directors for 2014/2015
• 1. Election of new Board members
• 1. Election of and remuneration to the members of the Nomination Committee
• 1. Approval of the Board's Declaration on determination of salary and other remuneration to the company's senior employees, in accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act
• 1. Proposed resolution to authorise the Board to increase the company's share capital by up to NOK 44 664 800 by issuing up to 11 166 200 new shares, each worth NOK 4, see section § 10-14 of the Public Limited Liability Companies Act
• 1. Proposed resolution to authorise the Board to acquire own shares

The chairman of the Board, Per Grieg jr., welcomed the participants of the annual general meeting.

In attendance were shareholders representing 60 057 433 shares, corresponding to 54.39% of the voting share capital. Also present were the chairman of the board, Per Grieg jr. and CEO Morten Vike.

RE 1) ELECTION OF CHAIR AND A REPRESENTATIVE TO SIGN THE MINUTES ALONG WITH THE CHAIR

The chairman of the Board, Per Grieg jr., was elected to chair the meeting. Morten Vike was unanimously elected to sign the Minutes, along with the chair.

RE 2) APPROVAL OF NOTICE OF MEETING AND AGENDA

There were no objections to the Notice of Meeting or the Agenda. The Annual General Meeting was declared to be legally convened. The Agenda, as stated in the Notice of Meeting, was unanimously approved.

RE 3) ADOPTION OF THE FINANCIAL STATEMENT AND THE CONSOLIDATED FINANCIAL STATEMENT FOR GRIEG SEAFOOD ASA AND THE GROUP FOR 2013, INCLUDING APPROVAL OF THE DIRECTORS' REPORT FOR 2013

The financial statement for 2013 and the consolidated financial statement for 2013, including notes to the accounts, as well as the Directors' Report for 2013, were considered by the Annual General Meeting.

The following resolution was unanimously adopted by the Annual General Meeting:

"The financial statements for Grieg Seafood ASA and the Grieg Seafood Group, as proposed by the Board of Directors, as well as the Directors' Report for 2013 are approved."

RE 4) BOARD AUTHORISATION TO ISSUE DIVIDENDS

The chair presented the Nomination Committee's proposed board authorisation to determine the allocation of dividends on the basis of the company's financial statement.

The following resolution was unanimously adopted by the Annual General Meeting:

"The Board is authorised to decide on the allocation of dividends on the basis of the company's financial statement for 2013, within the constraints that apply under the provisions of the Public Limited Liability Companies Act."

Such authorisation shall apply until the next Annual General Meeting of the company.

The Board shall determine the date on which the company's shares are traded exdividend."

RE 5) AUDITOR'S FEE

The chair presented the proposed auditor's fee in note 11 to the annual accounts (note 9 to the Group's financial statement).

There were no objections to the proposal. The auditor's fee, as proposed by the Board of Directors, was unanimously approved by the Annual General Meeting.

RE 6) REMUNERATION TO THE BOARD OF DIRECTORS FOR 2014/2015

The chair presented the Nomination Committee's proposed remuneration to the board members. It should be noted that the remuneration is for the period from the date of the Annual General Meeting in 2014 until the date of the Annual General Meeting in 2015. Half of the remuneration will be disbursed in December 2014 and half in May 2015.

There were no objections to the Board remuneration as proposed by the Nomination Committee. The Annual General Meeting unanimously approved the following resolution in accordance with the recommendation:

"The remuneration to the Board members for the period up to the next Annual General Meeting will be set as follows:

Chairman of the Board	NOK 345 000
Vice Chairman of the Board	NOK 230 000
Board members	NOK 185 000
Supplement to members of the Audit Committee	NOK 30 000
Supplement to members of the Compensation Committee	NOK 10.000'

RE 7) ELECTION OF NEW BOARD MEMBERS

The chair of the General Meeting presented the recommendation from the Nomination Committee.

There were no objections to the recommendation from the Nomination Committee. The Annual General Meeting then unanimously adopted the following resolution:

"Wenche Kiølås is re-elected as Board member.

Ola Braanaas is elected as a new Board member.

Both Board members are elected for a period of two years"

RE 8) ELECTION OF MEMBERS OF THE NOMINATION COMMITTEE AND REMUNERATION TO MEMBERS OF THE NOMINATION COMMITTEE

The chair of the General Meeting presented the recommendation from the Nomination Committee.

There were no objections to the recommendation from the Nomination Committee. The Annual General Meeting then unanimously adopted the following resolution:

"Helge Nielsen is re-elected as a member of the Nomination Committee and Tone Østensen is elected as a new member of the Nomination Committee. Both Helge Nielsen and Tone Østensen are elected for a period of two years.

The annual remuneration to the member of the Nomination Committee is set as follows:

Chair of the Nomination Committee:	NOK 45 000
Member of the Nomination Committee	NOK 35 000

In the event that the Nomination Committee is required to carry out an exceptional amount of work, a remuneration of NOK 3 000 shall be paid for each meeting, in addition to the fixed remuneration."

RE 9) APPROVAL OF BOARD'S DECLARATION ON DETERMINATION OF SALARY AND OTHER REMUNERATION TO THE COMPANY'S SENIOR EMPLOYEES, IN ACCORDANCE WITH SECTION 6-16A OF THE NORWEGIAN PUBLIC LIMITED COMPANIES ACT

The chair for the General Meeting referred to the Board's statement regarding salary and remuneration to the general manager and other senior executives.

The chair of the General Meeting explained that the Annual General Meeting's vote regarding the senior management is advisory with regard to the Board's guidelines, whilst guidelines regarding performance as mentioned in the Joint Stock Public Companies Act § 6-16a, first paragraph, third sentence, no. 3, shall be approved by the General Meeting.

The Annual General Meeting then unanimously adopted the following resolution:

"The Annual General Meeting makes due note of the declaration on determination of salary and other remuneration to senior employees in the Grieg Seafood Group for 2013 and approves the guidelines for determining remuneration to senior employees to be adopted by the Board for 2014."

RE 10) PROPOSED RESOLUTION TO AUTHORISE THE BOARD TO INCREASE THE COMPANY'S SHARE CAPITAL BY UP TO NOK 44 664 800 BY ISSUING UP TO 11 166 200 NEW SHARES, EACH WORTH NOK 4, SEE SECTION 10-14 OF THE NORWEGIAN PUBLIC LIMITED COMPANIES ACT

The chair of the General Meeting referred to the Board's proposal and the basis for the proposal. The proposal was unanimously adopted by the Annual General Meeting.

The Annual General Meeting authorised the Board to increase the company's share capital, as follows:

• 1. The Board is authorised to increase the company's share capital by up to NOK 44,664,800 by issuing up to 11,166,200 new shares, each worth NOK 4.
• 1. The authorisation shall apply until 30 June 2015 and shall replace the authorisation granted by the Annual General Meeting on 12 June 2013.
• 1. The Board is authorised to waive the shareholders' preferential rights, pursuant to section 10-4 of the Public Limited Liability Companies Act.
• 1. The Board shall decide who may subscribe for shares and the deadline for share subscription.
• 1. This authorisation entitles the Board to increase the share capital for a consideration other than cash, and to issue compensation shares to the shareholders of companies that merge with a wholly-owned subsidiary of the company; see the Public Limited Liability Companies Act, section 13-2, second paragraph.

This authorisation also entitles the Board to increase the company's share capital against the right to impose certain obligations on the company; see the Public Limited Liability Companies Act, section 10-2.

• 1. This authorisation covers merger resolutions under the Public Limited Liability Companies Act, section 13-5.
• 1. When exercising this authorisation, the subscription price shall be determined by the Board.
• 1. The Board shall determine the point in time at which new shares shares shall, in accordance with the authorisation, entitle to dividends.
• 1. The Board may, within the scope of this authorisation, increase the share capital several times. The Board itself shall determine the amount of the share capital increase in each case.

RE 11) PROPOSED RESOLUTION TO AUTHORISE THE BOARD TO ACQUIRE OWN SHARES

The chair of the General Meeting referred to the Board's proposal and the basis for the proposal. The General Meeting adopted to change the maximum amount from NOK 40 to NOK 60 per share in clause 2.

The proposal was unanimously adopted by the Annual General Meeting.

The Annual General Meeting authorised the Board to let the company acquire its own shares, in accordance with the following:

• The Board is authorised to acquire own shares pursuant to the provisions of chapter 9 $\mathcal{I}$ . of the Public Limited Liability Companies Act to a total nominal value of up to NOK 44,664,800.
• The company shall pay no less than NOK 4 per share and no more than NOK 60 per $2.$ share when acquiring own shares.
• 1. The Board may exercise discretion in deciding on the method of acquisition and the sale of shares. General principles of equal treatment shall be observed in relation to transactions with the shareholders on the basis of the authorisation.
• 1. If the nominal value of the shares is changed during the period of the authorisation, the scope of the authorisation shall be amended accordingly.
• 1. The authorisation shall apply until the next Annual General Meeting, though no later than 30 June 2015.

* * *

There being no further matters to consider, the protocol was read aloud and signed by the chair of the General Meeting and Morten Vike.

Per Grieg jr. Chairman of the Board

Morten Vike CEO

Note: This translation from Norwegian has been prepared for information purposes only.