AI assistant
Grieg Seafood — Proxy Solicitation & Information Statement 2026
May 26, 2026
3612_rns_2026-05-26_ecb228ec-1679-4162-a289-75051978c7ca.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Grieg Seafood
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of
GRIEG SEAFOOD ASA
Tuesday, 16 June 2026 at 10:00 am CEST
The annual general meeting in Grieg Seafood ASA, org.no. 946 598 038 ("Company") 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 100-982-005-060. 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 annual general meeting will be opened by the Chair of the Board, Paal Espen Johnsen.
Following the opening of the meeting, Paal Espen Johnsen will record the shareholders in attendance and shareholders' proxies, as well as the number of shares and votes they represent.
Agenda:
- Election of chair of the meeting and one representative to co-sign the minutes
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.
- Approval of the notice and agenda
The Board proposes that the general meeting adopts the following resolution:
«The notice of meeting and the agenda are approved.»
- Approval of the annual accounts of the Company and the annual report for the financial year 2025
The annual accounts for 2025 for the Company and the Grieg Seafood Group as proposed by the Board, as well as the Board's report and the Auditor's report, are included in the annual report for 2025, which can be accessed on Grieg Seafood's website https://investor.griegseafood.com/reports-&-presentations#annually-and-quarterly.
The Board proposes to allocate the Company's profit in the financial year 2025 as follows:
| Transferred to other equity | NOK | 1,384,624 thousand |
|---|---|---|
The Board proposes that the general meeting adopts the following resolution:
«As proposed by the Board, the annual accounts of Grieg Seafood ASA and the Grieg Seafood Group, as well as the Board's report for 2025 are approved.»
- Authorization to the Board to resolve and declare dividends
The Board recommends that the general meeting authorizes the Board to resolve and declare dividends on the basis of the Company's financial statements for 2025.
The Board proposes that the general meeting adopts the following resolution:
«The Board is authorized to resolve and declare dividends on the basis of the Company's annual accounts for 2025 and in accordance with the provisions of the Norwegian Public Limited Liability Companies Act.
The authorization is valid until the Company's next annual general meeting, but no later than 30 June 2027.
The Board determines the ex-date for the shares in the Company.»
Grieg Seafood
5. The Board's corporate governance statement
The annual report for 2025 includes a statement of the principles and practices used by Grieg Seafood ASA in relation to corporate governance. This statement is available on Grieg Seafood's website https://investor.griegseafood.com/principles-of-corporate-governance.
Grieg Seafood Group follows the Norwegian Committee for Corporate Governance (NUES)'s updated recommendation of 28 August 2025. The recommendation is based on a "comply or explain" principle, which also forms the basis for the company's report.
The Board proposes that the general meeting adopts the following resolution:
«The Board has explained the Company's principles and practices regarding corporate governance in the annual report for 2025. The Company's corporate governance principles and practices as rendered in the report are noted.»
6. Approval of the auditor fees for 2025
The auditor fees for audit work conducted in 2025 is shown in note 4 to the Company's annual accounts (note 10 to the consolidated annual accounts).
The Board proposes that the general meeting approves the auditor fees in 2025.
7. Election of auditor for the financial year 2027
According to the Auditors Act and the Auditors Regulation, there is a requirement for company rotation. Grieg Seafood is required to change from the financial year 2027. The Borad of Directors recommends Deloitte as the new auditor for the Company from the financial year 2027. The Audit Committee's statement on the proposed auditor is available on Grieg Seafood's website https://investor.griegseafood.com/corporate-governance#general-meeting.
The Board proposes that the general meeting adopts the following resolution:
«The general meeting elects Deloitte as auditor starting with the financial year 2027.»
8. Approval of the Board's remuneration for 2026/2027
The Nomination Committee's recommendation concerning the remuneration for the Board will be made available on Grieg Seafood's website https://investor.griegseafood.com/corporate-governance#general-meeting.
The remuneration is for the period from the annual general meeting in 2026 to the annual general meeting in 2027, and is paid in monthly installments.
The Board proposes that the general meeting approves the Board's remuneration as recommended by the Nomination Committee.
9. Election of Board members and the Chair of the Board
The Nomination Committee's recommendation will be made available on Grieg Seafood's website https://investor.griegseafood.com/corporate-governance#general-meeting.
In accordance with Article 6 of the Company's articles of association, the term of office for Board members is one year. The Chair of the Board is elected by the general meeting.
The Board proposes that the general meeting adopts resolutions in accordance with the Nomination Committee's recommendations.
10. Election of members of the Nomination Committee and its remuneration
The Nomination Committee's recommendation will be made available on Grieg Seafood's website https://investor.griegseafood.com/corporate-governance#general-meeting.
In accordance with Article 9 of the Company's articles of association, the term of office for members of the Nomination Committee is one year.
2/5
Grieg Seafood
The Board recommends that the general meeting adopts resolutions in accordance with the Nomination Committee's recommendations.
11. Advisory vote on the report on remuneration of senior executives
In accordance with the provisions of section 6-16 b. of the Norwegian Public Limited Liability Companies Act, the Board has prepared a declaration on remuneration to senior executives. In accordance with section 5-6 para. 4 the general meeting shall conduct an advisory vote over the declaration.
The declaration is based on the guidelines for determining salaries and other remuneration for senior executives adopted by the general meeting in 2025 and is available on Grieg Seafood's website https://investor.griegseafood.com/reports-&-presentations#annually-and-quarterly.
The Board proposes that the general meeting adopts the following resolution:
«The declaration on the remuneration of senior executives pursuant to section 6-16b of the Norwegian Public Limited Liability Companies Act is approved.»
12. Option scheme for senior executives
An important part of the remuneration for senior executives is the option scheme, which contributes to co-ownership in the Company. In accordance with Grieg Seafood's guidelines pursuant to section 6-16 a. of the Norwegian Public Limited Liability Companies Act on determining salary and other remuneration for senior executives in listed companies, the Compensation Committee shall assess the option scheme and make an allocation within the framework of the general meeting. The Board recommends continuing the option scheme by allocating new synthetic options, limited to a maximum of 1.5 million options (where one option corresponds to one share) in the period 2026 – 2027.
The Board proposes that the general meeting adopts the following resolution:
«The general meeting approves that the option scheme be continued; including that the Compensation Committee may allocate synthetic options, limited to a maximum of 1.5 million synthetic options in the period 2026 – 2027.»
13. Continuance of the share savings plan for employees
Since 2018, the Company has offered a share savings plan for employees of the Group. The purpose of this scheme is to augment good business culture and encourage loyalty to Grieg Seafood through employees becoming part-owners of the Company. In 2025, the sale of Grieg Seafood's operations in Finnmark and Canada to Cermaq was underway, and the share savings program was therefore not offered to employees in 2025. As the sale has been completed, it is now proposed to continue with the Company's share savings plan for all employees.
The Board proposes that the general meeting adopts the following resolution:
«The Company shall continue with the share savings plan for employees. The Board and the management are authorized to change the terms of the savings plan in order to keep its attractiveness.»
14. Proposal to authorize the Board to acquire own shares
The Board wishes to have the possibility to let the Company acquire its own shares in situations where this is considered to be beneficial to the shareholders and/or to be able to continue with the Company's share savings plan (cf. agenda item 13.). Grieg Seafood shall have a strategy whereby it can purchase its own shares on an ongoing basis when the price is favourable.
The nominal value is NOK 4. The Company's holding of own shares is less than 10% of the total nominal value.
The Board proposes that the general meeting adopts the following resolution:
- The Board is authorized to let the Company acquire its own shares in accordance with the provisions of section 9 of the Norwegian Public Limited Liability Companies Act up to an aggregate nominal value of NOK 45,378,816.
3/5
Grieg Seafood
- The Company shall pay no less than NOK 4 per share and no more than NOK 60 per share when acquiring own shares.
- It is at the Board's discretion to determine the way in which it acquires and sells the shares. General principles of equality of treatment shall be applied with respect to transactions with shareholders based on the authorization.
- If the nominal value of the shares changes during the period of validity of the authorization, the parameters of the authorization shall be changed correspondingly.
-
This authorization shall remain in force until the next annual general meeting, but no later than 30 June 2027.
-
Proposal to authorize the Board to increase the Company's share capital by an amount not exceeding NOK 45,378,816 through the issue of up to 11,344,704 new shares, each with a nominal value of NOK 4, cf. section 10-14 of the Norwegian Public Limited Liability Companies Act
On 4 June 2025, the annual general meeting authorized the Board to increase the Company's share capital by an amount not exceeding NOK 45,378,816. This authorization has not been used. The Board proposes to replace the previous authorization with a new authorization.
The Board believes there is a need to authorize the Board to increase the Company's share capital. This is because the authorization may be used when acquiring other companies and in connection with capital increases directed to the employees.
The Board proposes that the general meeting authorizes the Board to increase the Company's share capital as follows:
- The Board is authorized to increase the Company's share capital by an amount not exceeding NOK 45,378,816 through the issue of up to 11,344,704 new shares, each with a nominal value of NOK 4.
- This authorization is valid until 30 June 2027 and replaces the authorization given to the Board by the annual general meeting on 4 June 2025.
- In the event of a share capital increase, the Board is authorized to set aside the preemptive rights of existing shareholders in accordance with section 10-4 of the Norwegian Public Limited Liability Companies Act.
- The Board determines who may subscribe for shares and the time limit for such subscriptions.
- This authorization entitles the Board to conduct the share capital increase by contribution in kind, 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. section 13-2, second paragraph of the Norwegian Public Limited Liability Companies Act.
This authorization also entitles the Board to share capital increases where anybody shall have special rights in respect of or benefits from the Company, cf. section 10-2 of the Norwegian Public Limited Liability Companies Act.
- The authorization covers merger decisions as provided for in section 13-5 of the Norwegian Public Limited Liability Companies Act.
- When exercising this authorization, the subscription price shall be determined by the Board.
- The Board determines the date from which the new shares are entitled to dividends in accordance with this authorization.
- Within the scope of this authorization, the Board is entitled to increase the share capital on multiple occasions. The Board shall itself determine the amount of each share capital increase.
- The Board is authorized to amend article 4 of the articles of association in connection with share capital increases under this authorization.
Grieg Seafood
Grieg Seafood ASA has issued 113,447,042 shares, each with a nominal value of NOK 4. Grieg Seafood ASA owns 1,204,603 of such shares. Thus, there are 112,242,439 voting shares. Each share entitles the holder to one vote at general meetings.
A shareholder is entitled according to the number of shares held and that are registered in Euronext VPS on the fifth working date before the annual general meeting, i.e. 9 June 2026.
The shareholders are entitled to attend the annual general meeting in person or by a proxy. The details for attendance are set out in a separate guidelines for online participation, that are available on Grieg Seafood's website https://investor.griegseafood.com/corporate-governance#general-meeting. A physical attendance will not be possible.
Shareholders are entitled to address the annual general meeting and to be accompanied by advisors as well as to give an advisor the right to address the annual general meeting and to require information from the Board and from the Group CEO in accordance with the provisions of the Norwegian Public Limited Liability Companies Act. Shareholders are also entitled to have matters considered by the annual general meeting, of which the party in question has given the Board written notification at least 7 days before the deadline for sending the Notice convening the annual general meeting, along with a proposed resolution or statement of 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 annual general meeting along with a proposed resolution for adoption.
Shareholders are encouraged to cast votes in advance (for each agenda item) or grant a proxy.
Information about advance voting and grant a proxy is set out in the forms enclosed.
The deadline for the submission of a proxy and advance voting is 12 June 2026 at 11:59 pm CEST. Until the deadline, votes already cast may be changed or withdrawn.
This notice, with all attachments, is also available on Grieg Seafood's website https://investor.griegseafood.com/corporate-governance#general-meeting.
Shareholders may contact the Company to have the attachments sent free of charge by post.
Shareholders who receive this notice on paper are encouraged to log in to VPS Investor Services and accept electronic communication for future general meetings.
Bergen, 26 May 2026
Kind regards
GRIEG SEAFOOD ASA
Paal Espen Johnsen
Chair
On behalf of the board
5/5
Grieg Seafood
Ref no:
PIN - code:
Notice of Ordinary General Meeting
Ordinary General Meeting in Grieg Seafood ASA will be held on 16.06.2026 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 09.06.2026.
The deadline for electronic registration of enrollment, advance votes, proxy of and instructions is 12.06.2026 at 11:59 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/100-982-005-060.
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.
1/2
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 12.06.2026 at 11:59 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 Ordinary General Meeting 16.06.2026 | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | Election of chair of the meeting and one representative to co-sign the minutes | ☐ | ☐ | ☐ |
| 2. | Approval of the notice and agenda | ☐ | ☐ | ☐ |
| 3. | Approval of the annual accounts of the Company and the annual report for the financial year 2025 | ☐ | ☐ | ☐ |
| 4. | Authorization to the Board to resolve and declare dividends | ☐ | ☐ | ☐ |
| 5. | The Board's corporate governance statement | ☐ | ☐ | ☐ |
| 6. | Approval of the auditor fees for 2025 | ☐ | ☐ | ☐ |
| 7. | Election of auditor for the financial year 2027 | ☐ | ☐ | ☐ |
| 8. | Approval of the Board's remuneration for 2026/2027 | ☐ | ☐ | ☐ |
| 9. | Election of Board members and the Chair of the Board | |||
| a) Election of Board members in accordance with the Nomination Committee's recommendations | ☐ | ☐ | ☐ | |
| b) Election of Chair of the Board in accordance with the Nomination Committee's recommendations | ☐ | ☐ | ☐ | |
| 10. | Election of members of the Nomination Committee and its remuneration | |||
| a) Election of members of the Nomination Committee in accordance with the Nomination Committee's recommendations | ☐ | ☐ | ☐ | |
| b) Approval of remuneration for members of the Nomination Committee in accordance with the Nomination Committee's recommendations | ☐ | ☐ | ☐ | |
| 11. | Advisory vote on the report on remuneration of senior executives | ☐ | ☐ | ☐ |
| 12. | Option scheme for senior executives | ☐ | ☐ | ☐ |
| 13. | Continuance of the share savings plan for employees | ☐ | ☐ | ☐ |
| 14. | Proposal to authorize the Board to acquire own shares | ☐ | ☐ | ☐ |
| 15. | Proposal to authorize the Board to increase the Company's share capital by an amount not exceeding NOK 45,378,816 through the issue of up to 11,344,704 new shares, each with a nominal value of NOK 4, cf. section 10-14 of the Norwegian Public Limited Liability Companies Act | ☐ | ☐ | ☐ |
The form must be dated and signed
Place
Date
Shareholder's signature
GUIDE FOR ONLINE PARTICIPATION GRIEG SEAFOOD ASA 16.06.2026
Grieg Seafood ASA will hold ordinary general meeting on 16.06.2026 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: 100-982-005-060 and click Join Meeting:
Alternatively put direct link in your browser https://dnb.lumiconnect.com/100-982-005-060
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.
HOW TO VOTE
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.
2/2