Grieg Seafood — AGM Information 2015

May 7, 2015

N O T I C E O F M E E T I N G

Notice is hereby given that the Annual General Meeting of

GRIEG SEAFOOD ASA

will be held in the company's premises at C. Sundts gt. 17/19, Bergen, Norway on

Thursday, 28 May 2015 at 1:00 pm

The Annual General Meeting will be opened by the chairman of the Board of Directors, Per Grieg jr.

Following the opening, a list of the shareholders in attendance and shareholders' proxies will be submitted, as well as the number of shares they represent.

Agenda:

• 1. Election of chair and one representative to co-sign the Minutes along with the chair.
• 2. Approval of the Notice of Meeting and Agenda.
• 3. Adoption of the annual financial statements, including the consolidated annual financial statements, of Grieg Seafood ASA and the group for the year ended 31 December 2014, including approval of the Annual Report.

The annual accounts for 2014, the balance sheet as 31 December 2014, and the notes to the accounts for Grieg Seafood ASA and the Grieg Seafood Group, as proposed by the Board, as well as the Directors' Report and the Auditor's Report, are included in the Annual Report for 2014 which can be accessed on the company's website at: www.griegseafood.com.

The Board proposes that the profit for the year, MNOK 59, be allocated as follows:

Allocated to dividend:	MNOK 55
Transferred to other equity:	MNOK 4

The Board proposes that the following resolution be adopted:

"The annual accounts of Grieg Seafood ASA and the Grieg Seafood Group, as well as the Directors' Report for 2014, are approved."

4. Allocation of the profit for financial 2014 and payment of a dividend

The Board proposes the following resolution:

«The payment of a dividend totalling NOK 55 206 000, corresponding to NOK 0.50 per share, to the company's shareholders registered with the Norwegian Central Securities Depository as at 28 May 2015, as proposed by the Board of Directors, is approved.»

If the resolution proposed by the Board is adopted, the company's shares will be traded ex-dividend with effect from and including 29 May 2015.

5. Dividend authorisation to the Board of Directors

The Board recommends that the Board be authorised by the AGM to determine the payment of a dividend on the basis of the company's annual accounts for 2014.

The Board proposes that the following resolution be adopted:

«The Board is authorised to decide to pay a dividend on the basis of the annual accounts for 2014 within the framework pursuant to the provisions of the Public Limited Companies Act.

The authorisation remains valid until the next Annual General Meeting of the company , but lot later than 30 June 2016.

The Board shall determine the date after which the company's shares shall be traded exdividend.»

6. Board account of corporate governance

The Annual Report for 2014 includes a statement of the principles and practice used by Grieg Seafood ASA in relation to corporate governance. This must be approved by the AGM. The statement is available in the annual report 2014 on the company's website The Board also refers to the enclosed account.

7. Remuneration to the auditor

The auditor's fee for audit work in 2014 appears in note 3 to the company accounts for 2014 (note 9 to the consolidated accounts for 2014). The Board recommends that the auditor's fee be approved.

8. Board remuneration for 2015

The Nomination Committee's recommendation concerning Board remuneration for 2015 will be published on the company's website one week prior to the Annual General Meeting; that is, from 21 May 2015.

9. Election of new Board members

The Nomination Committee's recommendation will be published on the company's website one week prior to the Annual General Meeting; that is, from 21 May 2015. In accordance with the company's Articles of Association §6, members of the board are elected for a term of office duration of two years. The following members of the board are candidates for re-election at this year's General Meeting:

• Per Grieg Jr., chair
• Asbjørn Reinkind, vice-chair
• Karin Bing Orgland, board member

The Board proposes that the Annual General Meeting adopt a resolution based on the recommendation of the Nomination Committee.

10. Election of members of the Nomination Committee and remuneration to the Nomination Committee

The Nomination Committee's recommendation will be published on the company's website one week prior to the Annual General Meeting; that is, from 21 May 2015. The following member of the Nomination Committee is a candidate for re-election at this year's General Meeting:

• Marianne Johnsen, leader of the Nomination Committee.

The Board proposes that the Annual General Meeting adopt a resolution based on the recommendation of the Nomination Committee.

11. Approval of the Board declaration on determination of salaries etc. to the company's administrative management in accordance with the Norwegian Public Limited Companies Act, Section 6-16a. Continuation of the synthetic options programme.

Pursuant to the Norwegian Public Limited Companies Act, Section 6-16a, the Board is required to prepare a declaration on the determination of salaries and other remuneration to the CEO and other senior management. The declaration shall contain an account of the guidelines used to determine salaries and other remuneration for 2014, and for financial year 2015. The guidelines shall state whether remuneration may be paid in addition to the basic salary, and whether conditions or limits shall be set for such remuneration and, in the event, what they are.

The declaration is attached to the Notice of Meeting as note 8 to the company accounts in the Annual Report which can be accessed on the company's website. The declaration will be put before the AGM for its consideration.

The Board recommends that the following resolution be adopted by the AGM:

"The Annual General Meeting makes due note of the declaration on salaries to senior management within the Grieg Seafood Group for 2014.

The Annual General Meeting approves the guidelines for the determination of salaries to senior management which the Board will apply for 2015, and also that the Board may allocate synthetic options, with a maximum limit of 3 million synthetic options over the next 2-year period."

12. Proposal to authorise the Board to increase the company's share capital by an amount not exceeding NOK 44 664 800 through the issue of up to 11 166 200 new shares, each with a nominal value of NOK 4, cf. Norwegian Public Limited Companies Act, Section 10- 14.

On 11 June 2014 the AGM resolved to authorise the Board to increase the company's share capital by an amount not exceeding NOK 44 664 800. This authorisation has not been utilised. The Board proposes that the previous authorisation be replaced by a new authorisation.

The Board believes that the proposed authorisation is needed. This is justified on the grounds that such authorisation may be used in the event of the acquisition of other companies and in order to meet the company's obligations in accordance with the principles of the adopted share option scheme for the company's senior management, and in the event of capital increases in favour of the employees.

The Board proposes that it be authorised by the AGM to increase the company's share capital as follows:

• 1. The Board is authorised to increase the company's share capital by an amount not exceeding NOK 44 664 800 through the issue of up to 11 166 200 shares, each with a nominal value of NOK 4
• 1. This authorisation is valid until 30 June 2016 and replaces the authorisation given to the Board by the AGM on 11June 2014.
• 1. In the event of a share capital increase, the Board is authorised to determine that the shareholders preferential rights shall be set aside, in accordance with the Norwegian Public Limited Companies Act, Section 10-4.
• 1. The Board is granted authorisation to determine who may subscribe for shares and the time limit for such subscriptions.
• 1. This authorisation entitles the Board to increase the share capital for a non-cash consideration, including the issue of shares in the company as compensation to the shareholders of a company which merges with a wholly owned subsidiary of the company, cf. Norwegian Public Limited Companies Act, Section 13-2, second paragraph.

This authorisation also entitles the Board to increase the share capital against a counter claim or with share subscription on other special terms, cf. Norwegian Public Limited Companies Act, Section 10-2.

• 1. The authorisation covers merger decisions as provided for in the Norwegian Public Limited Companies Act, Section 13-5.
• 1. When exercising the authorisation, the subscription price shall be determined by the Board.
• 1. Under this authorisation, the Board shall determine the date from which date the new shares are entitled to dividends.
• 1. Within the scope of this authorisation, the Board is entitled to increase the share capital on several occasions. The Board shall itself determine the amount of the share capital increase in each case.

• The Board is authorised to amend Article 4 of the Articles of Association in connection with share capital increases under this authorisation.

13. Proposal to authorise the Board to let the company acquire its own shares

The Board wishes to have scope to let the company acquire its own shares in situations where this is considered to be attractive for the community of shareholders. The Board therefore submits the following proposed resolution:

• 1. The Board is authorised to let the company acquire its own shares in accordance with the provisions of chapter 9 of the Norwegian Public Limited Companies Act with an aggregate nominal value of NOK 44 664 800.
• 1. The company shall pay not less than NOK 4 per share and not more than NOK 40 per share when it acquires its own shares.
• 1. It is at the Board's discretion to determine the way it acquires and sells the shares. General principles of equality of treatment shall be applied in relation to shareholders on the basis of the authorisation.
• 1. If the nominal value of the shares is changed during the period of validity of the authorisation, the parameters of the authorisation shall be changed correspondingly.
• 1. The authorisation shall remain in force until the next Annual General Meeting, but not later than 30 June 2016.

* * *

Grieg Seafood ASA has 111 662 000 shares, each with a nominal value of NOK 4. Grieg Seafood ASA owns 1 250 000 of its own shares There are thus 110 412 000 voting shares. Each share carries one vote at the General Meeting.

A shareholder is entitled to vote for the number of shares held and which are registered in the Norwegian Central Securities Depository on the date of the General Meeting. If a shareholder has acquired shares If a shareholder has acquired shares and they have not been registered in the Norwegian Central Securities Depository on the date of the General Meeting, the voting rights for the assigned shares can only be used if the shareholder has given notice that he/she will be attending the General Meeting within the stated deadline and the share acquisition has been reported to the Norwegian Central Securities Depository and proof of this is submitted to the General Meeting.

The shareholders are entitled to attend the General Meeting in person or by a proxy. Shareholders are entitled to address the General Meeting and to be accompanied by an adviser and to give the adviser the right to address the General Meeting and to require information from the Board and from the Group CEO in accordance with the provisions of the Norwegian Public Limited Companies Act. Shareholders are also entitled to have matters considered by the General Meeting and of which the party in question has given the Board written notification at least 7 days before the deadline for sending the Notice of Meeting convening the General Meeting, along with a proposed resolution or starting the grounds for putting the matter on the agenda. Shareholders are also entitled to submit alternatives to the resolutions proposed by the Board and the Nomination Committee in connection

with the matters which these bodies have submitted to the General Meeting along with a proposed resolution for adoption.

Shareholders who wish to attend the Annual General Meeting are asked to notify the company by sending the enclosed Attendance Slip to the address on the slip and within the stated deadline. Shareholders who cannot attend the Annual General Meeting can be represented by a proxy. In such case, written authorisation must be presented. Enclosed are a Form of Authorisation and an Attendance Slip which can be used. The deadline for returning the Attendance Slip/Form of Authorisation is 09:00 am on 26 May 2015.

A Form of Authorisation with voting instructions will be available along with the Nomination Committee's recommendations at www.griegseafood.com one week before the Annual General Meeting; 21 May 2015. The deadline for voting is 01:00 pm on 27 May 2015.

This Notice of Meeting can be accessed at the company's website: www.griegseafood.com.

Bergen, 7 May 2015

GRIEG SEAFOOD ASA

Per Grieg Jr. Chairman

Name of shareholder: _______________________ Address: _______________________

Grieg SEAFOOD ASA NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Grieg Seafood ASA will be held on Thursday, 28 May 2015 at 1:00 pm in the company's premises at C. Sundts gt. 17/19, 5004 Bergen

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ATTENDANCE SLIP – ANNUAL GENERAL MEETING – GRIEG SEAFOOD ASA

This attendance slip must reach Grieg Seafood ASA, marked for the attention of Anita M. Haugen, not later than 09:00 am on 26 May 2015.

The attendance slip should be sent to:

Grieg Seafood ASA, P.O. Box 234 Sentrum, 5804 Bergen, fax no. (+47) 55 57 60 70 or by e-mail to: anita.haugen@griegseafood.com

The undersigned will attend the Annual General Meeting of Grieg Seafood ASA on Thursday, 28 May 2015 at 1:00 pm.

Vote for my/our shares Own shares: _______________________

Vote for shares in accordance with the attached authorisation(s)

Total number of shares _______________________

Date Signature of person attending

__________________________________

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FORM OF PROXY – ANNUAL GENERAL MEETING – GRIEG SEAFOOD ASA

If you are unable to attend the Annual General Meeting, this Form of Proxy can be used by the person you authorise to attend on your behalf.

The authorisation must reach Grieg Seafood ASA, marked for the attention of Anita M. Haugen, as above, on 26 May 2015.

Grieg Seafood ASA, P.O. Box 234 Sentrum, 5804 Bergen, fax no. (+47) 55 57 60 70 or by e-mail to: anita.haugen@griegseafood.com

The undersigned shareholder of Grieg Seafood ASA who owns___________________ shares in the company hereby authorises

Chairman of the Board of Directors

Proxy (name in block capitals) _______________________

_______________________

to attend and vote on my/our behalf at the Annual General Meeting of Grieg Seafood ASA on Thursday, 28 May 2015 at 1:00 pm.

No. of shares/votes as of today's date: _______________________

________ ___________________________ Date Name of shareholder:

REPORT ON CORPORATE GOVERNANCE

The Norwegian Accounting Act, Section 3-3b states that issuers of securities in Norway who are subject to an auditing requirement and whose securities are quoted in a regular market must give an account of the principles and practice which they employ for corporate governance in the annual report, or in a document which is referred to in the annual report. The Board also refers to the fact that according to the Norwegian Public Limited Companies Act, Section 5-6, fourth paragraph, companies which are required to give such an account of their corporate governance are also required to have this account considered by the Annual General Meeting.

Grieg Seafood ASA complies with the Norwegian Code of Practice for Corporate Governance (NUES, published on www.nues.no), as amended, lastly on 30 October 2014, with no deviations. This recommendation is intended to help clarify the division of roles between shareholders, board of directors and the daily management, in addition to what is provided for by law. In addition, it follows from Stock Exchange circular no. 2/2006 that listed companies are required to report on the company's corporate governance for inclusion in the annual report. The report shall deal with each of the main points in the recommendation. The recommendation is based on the "comply or explain" principle, and this principle also forms the basis of the company's report.

In the annual report for 2014 the Board has reported on the principles and practice used by Grieg Seafood ASA in relation to its corporate governance, and the Board therefore refers to the report in the annual report and to a separate section in the company's annual report dealing with corporate governance.

BOARD STATEMENT ON DETERMINATION OF SALARY AND OTHER REMUNERATION TO SENIOR EMPLOYEES

GOALS AND GUIDELINES

The aim of the guidelines on the determination of salary and other remuneration to senior employees of Grieg Seafood ASA is to attract manpower with the required competence and at the same time retain key personnel. The guidelines are also designed to motivate the employees to perform their work with a long-term perspective in order to achieve the goals of Grieg Seafood ASA.

The determination of salary and other remuneration to senior employees of Grieg Seafood ASA is therefore based on the following guidelines:

• The salary and other remuneration shall be competitive and motivating for each manager and for all members of the senior management group.
• The salary and other remuneration shall be linked to the value creation which Grieg Seafood ASA generates for its shareholders.
• The principles applied to determine salary and other remuneration shall be clear and easily understood by the employees, the shareholders and the public at large.
• The principles applied to determine salary and other remuneration shall also be sufficiently flexible to allow adjustments to be made for individual employees based on results achieved and the employee's contribution to the development of Grieg Seafood ASA.

Salary and other remuneration in 2015 will include fixed salary and a cash-based bonus scheme for each employee, provided that the stipulated goals for Grieg Seafood ASA and each employee are achieved. The bonus for the senior management group cannot exceed five months' salary.

Members of the senior management group are also offered a car allowance or a company car, coverage of telephone and electronic communication costs, and newspapers. The members of the senior management group are covered by the company's ordinary group life insurance scheme and defined contribution based pension scheme with a maximum of 12G (G is the basic amount under the National Insurance Scheme).

Changes in the Group Management in 2014

The Chief Operating Officer (COO) started work on 1 April 2014. The COO and the Chief Financial Officer (CFO) are entitled to 12 months' severance pay with no holiday pay following termination of employment or changes in conditions of employment/position.

The Chief Executive Officer (CEO) gave notice on 17 October 2014. The period of notice expired on 30 April 2015.During this period the CEO received the ordinary salary. As well as being covered by the company's ordinary group life insurance scheme and the defined contribution based pension scheme up to 12G, the CEO receives separate salary compensation for pension benefits > 12G. The CEO is a member of the group life insurance scheme during the period of notice. Under his contract of employment the CEO is entitled to 18 months' continuous severance pay with no holiday pay and with no entitlement to pension rights from the end of the period of notice. The severance pay is reduced by any amount that is received by the employee from a corresponding position with anew employer during the period when severance pay is paid. The acting CEO (CFO) receives a fixed salary

supplement per month until the Board decides otherwise or a new CEO is appointed. A new CEO will take up this position not later than 1 June 2015.

The outgoing CEO had a total of 200 000 cash options at year-end 2014. The last date when the CEO can exercise these options is the end of May 2015, for 200 options. The acting CEO/CFO and COO each have 100 000 options.

For further information about options, please refer to note 10.

SALARIES AND OTHER REMUNERATION IN 2014

In 2014 Grieg Seafood ASA followed the guidelines for salaries and other remuneration as submitted to the AGM in 2014.

The bonus for 2013 was determined and paid in 2014 based on the principles described above (see also note 9 concerning remuneration to the group management).

The bonus for 2014 was determined in February 2015 based on the principles described above and paid in March 2015.

We refer to notes 8, 9 and 10 to the consolidated accounts concerning information about salaries and other remuneration to senior management.

Synthetic options programme

As a continuation of the options programme for 2007, a synthetic options programme was established for the company's senior management group which expired in 2014.

A total of 2 400 000 options were exercised during the entire period. In 2014, 800 000 options were exercised. At year-end 2014 the number of available options totalled 800 000.The last exercise date is June 2017. In 2014 a total of 300 000 options were allocated, which is within the overall framework of 3 million which was adopted by the AGM on 12 June 2013.

For further information about options, please refer to note 10 to the consolidated accounts for 2014.

APPROVED BY THE ANNUAL GENERAL MEETING ON 28 MAY 2015 FOR 2 YEARS:

SYNTHETIC OPTIONS PROGRAMME 2015-2016

The Board proposes that the company should have a share price based bonus scheme for senior management. The aim of the scheme is to link the bonus paid to the development of the company's share price through the allocation of so-called synthetic options, with a continued obligation for the employee to retain an owner interest in the company. This is a continuation of the previous synthetic options programme. The conditions correspond to those that applied previously, but the purchase obligation applies until the employee owns shares in the company corresponding to 100% of the employee's fixed gross annual salary.

The main features of the scheme are as follows:

• The programme funds for 2 years; 2015 and 2016. The last allocation date is 31 December 2016.

• During the period, the Board can allocate up to 3 million synthetic options.

• The programme relates to senior management.

• Employees with a bonus entitlement will be allocated a certain number of synthetic options, where each synthetic option corresponds to the right to the difference in value between the exercise price and the market value of one share in Grieg Seafood ASA on the exercise date.
• The exercise price is set at the market value of one share in Grieg Seafood ASA on the date of allocation and is adjusted by 0.5% per month. The exercise price will be adjusted to take account of dividends paid.
• The bonus is payable in cash.
• The individual employees will have an obligation to purchase shares in the company at market price for up to 50% of the allocated bonus after deduction of tax. The purchase obligation will apply until the employee owns shares in the company corresponding to 100% of the employee's fixed gross annual salary.
• Shares acquired as a result of the purchase obligation cannot be sold until 12 months after the shares were acquired and only if the value of the shares to be sold exceeds 100% of the employee's fixed gross annual salary at the time of the sale.
• If the employee gives notice, his/her right to synthetic shares will lapse, and thus also the bonus right.