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Grieg Seafood Proxy Solicitation & Information Statement 2026

Mar 27, 2026

3612_rns_2026-03-27_d4656271-0a64-47d0-ae6b-7b9dabba9d66.pdf

Proxy Solicitation & Information Statement

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Grieg Seafood

NOTICE OF MEETING

Notice is hereby given about an extraordinary general meeting of

GRIEG SEAFOOD ASA (the "Company")

Friday, 17 April 2026 at 10:00 am CEST

The extraordinary general meeting in Grieg Seafood ASA, org.no. 946 598 038 will be held as a virtual meeting, with no physical attendance for shareholders, by use of the following link: https://dnb.lumiconnect.com/, meeting ID 100-618-952-085. Please see the guidelines for online participation on Grieg Seafood's website https://investor.griegseafood.com/corporate-governance#general-meeting.

If you are not logged in before the meeting starts, you will have access, but without voting rights.

The extraordinary general meeting of the Company will be opened by the Chair of the Board of Directors, Paal Espen Johnsen.

Following the opening of the meeting, 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 of the meeting and one representative to co-sign the minutes along with the chair elected

The Board proposes that Paal Espen Johnsen is elected as chair of the meeting. The chair will propose a person present to co-sign the minutes.

  1. Approval of the notice of meeting and agenda.

The Board proposes that the general meeting adopts the following resolution:

The notice of meeting and the agenda are approved.

  1. Approval of interim balance statement and distribution of extraordinary dividend

Following the recent divestment of the Group's Finnmark and Canada operations, the Board of Directors of Grieg Seafood ASA proposes that the General Meeting resolve to distribute an extraordinary dividend of approximately NOK 4 billion on the basis of an audited interim balance sheet per 31 January 2026, cf. Appendix 1 to this Notice, which is available on the Company's website griegseafood.com.

Following the distribution, the Board considers the Company's value adjusted equity and liquidity to be sound.

A part of the dividend, approximately NOK 3,770 million in total and NOK 33.59045 per share, will be taxable and charged to the Company's free distributable equity. The remaining part of the dividend, approximately NOK 230 million in total and NOK 2.04670 per share, will be charged to the Company's share premium account and thereby be classified as repayment of paid-in capital. In total, NOK 35.63715 will be distributed to each of the Company's 112,242,439 shares (which exclude 1,204,603 shares held by the Company as treasury shares), in total NOK 4,000,000,635.00885 of which NOK 3,770,274,035.10755 is taxable dividend and NOK 229,726,599.90130 is repayment of paid-in capital.

It is proposed that the General Meeting adopt the following resolution:


Grieg Seafood

  1. The interim balance statement with a balance date of 31 January 2026, is approved. The interim balance statement will be immediately submitted to the Register of Accounts for publication.
  2. The Company shall distribute a dividend of NOK 35.63715 per share (excluding 1,204,603 shares held by the Company), totalling NOK 4,000,000,635.00885, based on the Company's audited interim balance sheet with a balance sheet date of 31 January 2026. Of this, NOK 33.59045 per share, in total NOK 3,770,274,035.10755, will be taxable and charged to the Company's free distributable equity while the remaining NOK 2.04670 per share, in total NOK 229,726,599.90130, will be charged to the Company's share premium account and thereby be classified as repayment of paid-in capital. The dividend will be paid to shareholders as of 17 April 2026 as recorded in the VPS register on 21 April 2026. The shares will thus be traded ex-dividend as of 20 April 2026 (the ex date). The dividend is expected to be distributed on or about 28 April 2026.

The annual accounts and the annual report for the year ended 31 December 2025, as well as the auditor's report, are available at the Company's registered offices and on its website griegseafood.com.


The Company has issued 113,447,042 shares, each with a nominal value of NOK 4. The Company owns 1,204,603 shares in the Company. Thus, there are 112,242,439 voting shares. Each share entitles the holder to one vote at the extraordinary general meeting.

A shareholder is entitled according to the number of shares held that are registered in the Norwegian Central Securities Depository on the fifth working date before the extraordinary general meeting (record date), i.e. on 10 April 2026.

The shareholders are entitled to attend the extraordinary general meeting in person or by a proxy. Shareholders are entitled to address the extraordinary general meeting and to be accompanied by an adviser and to give the adviser the right to address the extraordinary general meeting and to require information from the Board of Directors and from the the Company's CEO in accordance with the provisions of the Norwegian Public Limited Liability Companies Act. The Shareholders also have the right to submit alternatives to the Board of Director's and the nomination committee's proposal during the cases in which they have submitted proposals for resolutions at the extraordinary general meeting.

The shareholders are encouraged to use the opportunity to vote in advance or by proxy before the meeting.

Information about early voting and authorisation of a proxy is found in the enclosed forms.

The deadline for returning the Attendance Slip/Form of proxy and advance voting is 15 April 2026 at 4:00 pm (CEST)

This notice, with all attachments, is also available on the Company's website: https://investor.griegseafood.com/corporate-governance#general-meeting.

Bergen, 27 March 2026

GRIEG SEAFOOD ASA

Paal Espen Johnsen
Chair


Grieg Seafood

Ref no:
PIN-code:

Notice of Extraordinary General Meeting

Extraordinary General Meeting in Grieg Seafood ASA will be held on 17.04.2026 at 10:00 am CEST as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: ___ and vote for the number of shares registered in Euronext per Record date 10.04.2026.

The deadline for electronic registration of enrollment, advance votes, proxy of and instructions is 15.04.2026 at 4:00 pm CEST.

Electronic registration

Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Step 1 – Register during the enrollment/registration period:

  • Either through the company's website https://investor.griegseafood.com/corporate-governance#general-meeting using a reference number and PIN – code (for those of you who receive the notice by post-service), or
  • Log in through VPS Investor services; available at https://investor.vps.no/garm/auth/login or through own account manager (bank/broker). Once logged in – choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN – code and balance. At the bottom you will find these choices:

Enroll Advance Vote Delegate proxy Close

"Enroll" – There is a statutory requirement for registration. All shareholders will have the opportunity to log in to the meeting, but in order to have the right to speak and vote, you must have enrolled by the specified deadline.

"Advance vote" – If you would like to vote in advance of the meeting

"Delegate Proxy" – Give proxy to the chair of the Board of Directors or another person

"Close" – Press this if you do not wish to make any registration.

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiconnect.com/100-618-952-085 You must identify yourself using the reference number and PIN – code from VPS – see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Carnegie Issuer Services by phone +47 23 26 80 20 (08:00-am – 3:00 pm).

If you log in after the meeting has started, you will be granted access, but without the right to vote. Note that the same applies if you have not enrolled.

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Grieg Seafood

Ref no:

PIN-code:

Form for submission by post or e-mail for shareholders who cannot register electronically.

The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Carnegie Issuer Services, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 15.04.2026 at 4:00 pm (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate.

*Will be unsecured unless the sender himself secures the e-mail.

shares would like to be represented at the

general meeting in Grieg Seafood ASA as follows (mark off):

☐ Enrol for online participation (do not mark the items below)
☐ Proxy to the Chair of the Board of directors or the person he or she authorizes (mark “For”, “Against” or “Abstain” on the individual items below if you want the Proxy to be with instructions)
☐ Advance votes (mark «For», «Against» or «Abstain» on the individual items below)
☐ Open proxy to the following person (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)

(enter the proxy solicitors name in the block letters)

Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:00 pm) for login details.

Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.

Agenda for the Extraordinary General Meeting 17.04.2026 For Against Abstain
1. Electing of chair of the meeting and one representative to co-sign the minutes along with the chair elected
2. Approval of the notice of meeting and agenda
3. Approval of interim balance statement and distribution of extraordinary dividend

The form must be dated and signed

Place

Date

Shareholder's signature


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GUIDE FOR ONLINE PARTICIPATION GRIEG SEAFOOD ASA 17.04.2026

Grieg Seafood ASA will hold extraordinary general meeting on 17.04.2026 at 10:00 am CEST as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet.

We would also like to point out that shareholders have the opportunity to pre-vote or grant a proxy before the meeting. See the notice for further details on how to register this. If you pre-vote or grant a proxy, you can still log in to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the matters.

Registration is required for shareholders who wish to participate online, and shareholders must be logged in before the general meeting starts. If you log in after the general meeting has started, you will be given access to follow, but without the right to vote.

ACCESS THE ONLINE GENERAL MEETING

Go to the following website: https://dnb.lumiconnect.com/

either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.

enter Meeting ID: 100-618-952-085 and click Join Meeting:

Alternatively put direct link in your browser https://dnb.lumiconnect.com/100-618-952-085

You must then identify yourself with:

a) Ref. number from VPS for the general meeting
b) PIN code from VPS for general meeting

Once you are logged in you will be able to see your name, the number of votes you have, and you can choose the system language Norwegian or English.

Please note that you must have internet access during the entire meeting.

HOW TO FIND YOUR REFERENCE NUMBER AND PIN CODE

All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.

All VPS directly registered shareholders have access to investor services either via https://investor.vps.no/garm/auth/login or internet bank. Contact your VPS account operator if you do not have access.

Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).

Shareholder who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Carnegie Issuer Services on phone + 47 23 26 80 20 (between 08:00-15:00)

Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their Custodian. Please contact your Custodian for further information.


VOTING

Matters to be voted on will be pushed to your screen when voting is due. If necessary, click on the VOTING option when available. Normally, all matters will be available for voting at the start of the meeting, and you can vote as quickly as you wish on all matters.

To vote, select FOR, AGAINST or ABSTAIN, and you will see a confirmation text with your choice.

You may also be given an option where you can vote collectively on all matters. If you use this option, you can still override the voting direction on individual matters if desired.

You can change or cancel your votes as many times as you like, until the meeting chair closes the voting on the individual matters. Your last choice will be valid.

NB: Logged-in shareholders who have not enrolled, pre-voted or given a proxy will not have voting available.

QUESTIONS / COMMENTS TO THE GENERAL MEETING

MESSAGING

Written questions or comments on the items on the agenda can be submitted by shareholders throughout the general meeting.

To view published questions from other shareholders, or if you yourself wish to ask questions or comment on any of the items on the agenda, select MESSAGES

All shareholders who submit questions or comments will be identified to other shareholders by name, but not by shareholding.

Questions submitted online will be moderated before they are published and will be sent to the meeting chair. Submitted questions will therefore not necessarily appear immediately. If you have technical questions or similar, you will be able to get a direct answer from the moderator that only you will see.

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