Leroy Seafood Group — AGM Information 2019

May 2, 2019

To the shareholders of Lerøy Seafood Group ASA

GENERAL SHAREHOLDERS' MEETING 23 MAY 2019 AT 09.00

Please find the following documents attached:

• Notice and agenda

• Notice of attendance and power of attorney

Bergen, 2 May 2019

Yours sincerely for THE BOARD OF DIRECTORS IN LERØY SEAFOOD GROUP ASA

Helge Singelstad Chairman

Sign.

ATTACHMENTS

NOTICE OF GENERAL SHAREHOLDERS' MEETING

Please be advised that the General Shareholders' Meeting of Lerøy Seafood Group ASA will be held on Thursday 23rd May 2019 at 09.00. Location: The Company's offices at Lanternen, Thormøhlens gate 51 b, 5006 Bergen.

The Agenda:

• 1 Opening of the meeting by the Chairman of the Board, Helge Singelstad, and registration of shareholders present
• 2 Election of chairperson for the meeting and one person to co-sign the minutes
• 3 Approval of notice and proposed agenda
• 4 Approval of the Board of Directors' statement regarding salaries and other remuneration of senior executives
• 5 Approval of the annual report and financial statements of the parent company and the consolidated report and financial statements for 2018, including distribution of dividend
• 6 Remuneration to the members of the Board of Directors, the Nomination Committee, the Audit Committee and the Company´s Auditor
• 7 Report regarding corporate governance
• 8 Election of Board of Directors

Directors for election are Britt Kathrine Drivenes (board member, re-election), Didrik Munch (board member, re-election) and Karoline Møgster (board member, re-election)

• 9 The Board's proposal regarding renewal of the Board's mandate to purchase the Company's own shares
• 10 The Board's proposal regarding renewal of the Board's mandate to increase the share capital by issuing new shares through private placements directed at external investors, employees and certain shareholders of Lerøy Seafood Group ASA

In accordance with the company's Articles of Association, article 6 second paragraph, documents to be reviewed during the General Shareholders' Meeting are published on the company's web site www.leroyseafood.com. The same applies to documents which legally are to be included in or enclosed with the notice of the General Shareholders' Meeting.

Shareholders have the right to demand delivery by post of documents relating to issues to be discussed during the General Shareholders' Meeting. Shareholders who require delivery of documents by post are requested to contact Annichen Edvardsen (aed@leroy.no).

The Group's share capital totals 595,773,680 shares, each with a nominal value of NOK 0.1. Each share carries one vote at the Shareholders' meeting. The company has, per the date of this notice, a holding of 297,760 own shares for which voting rights cannot be exercised.

Shareholders are entitled to attend the General Shareholders' Meeting either in person or by proxy. Shareholders who wish to attend the General Shareholders' Meeting, either in person or by proxy, are kindly requested to inform by E-mail to genf@dnb.no, or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway.

Notice of attendance should be registered electronically through the Company's website www.leroyseafood.com or via VPS Investor Services.

The notice of attendance must be received no later than 22 May 2019 at 4:00 p.m.

Any shareholder has the right to propose alternative resolutions to the proposals from the Board of Directors. Furthermore, the shareholders may also propose that additional items shall be considered by the General Shareholders' Meeting, provided that the shareholders notify the company of such additional items at least four weeks prior to the General Shareholders' Meeting. Pursuant to section 5-14 (1) of the Public Limited Companies Act (allmennaksjeloven), the General Shareholders' Meeting may only consider the items listed on the agenda. Items of which the company has been notified after the said deadline will usually not be considered at the meeting. The following items may nevertheless be considered at the meeting pursuant to section 5-14 (2) of the Public Limited Companies Act (allmennaksjeloven): (i) items that pursuant to the Public Limited Companies Act (allmennaksjeloven) or the Articles of Association shall be considered by the meeting; (ii) proposal for investigation of the company (gransking); and (iii) proposal to call a new Extraordinary General Shareholders' Meeting to consider proposals set forth during the General Shareholders' Meeting.

Furthermore, the shareholders have the right to request information from the Board of Directors and the CEO pursuant to the provisions of section 5-15 of the Public Limited Companies Act (allmennaksjeloven).

This notice and attachments are also available on the Company's web site at www.leroyseafood.com.

Yours sincerely for THE BOARD OF DIRECTORS IN LERØY SEAFOOD GROUP ASA

Helge Singelstad Chairman

Sign.

APPENDIX

THE ARTICLES OF ASSOCIATION

(Of 23 May 2018)

§ 1

The Company's name is Lerøy Seafood Group ASA. The Company is a public limited liability company.

§ 2

The Company's registered office is in the city of Bergen, Norway.

§ 3

The objects of the Company are fisheries, fish farming, processing, sale and distribution within the seafood industry and related industries and operations. Such activities may be performed either directly or via participation in other companies with similar or equivalent objectives, and all activities related thereto.

§ 4 The Company's share capital totals NOK 59,577,368 divided into 595,773,680 shares, each with a nominal value of NOK 0.1 fully paid up and registered.

§ 5

The Company's Board shall have three to seven members as determined by the General Meeting of Shareholders. The right to sign for the Company shall be vested in the Chairman of the Board and the CEO jointly, or two Board Members jointly.

The Company shall have a Nomination Committee of three members elected by the General Meeting for a period of two years. The Nomination Committee shall propose the members of the Board of Directors who are elected by the shareholders and recommend to the General Meeting of Shareholders the election of the Board of Directors. The Nomination Committee shall, if possible, distribute the proposal to the shareholders together with the notice of the General Meeting of Shareholders.

§ 6

The Ordinary General Meeting of Shareholders shall consider:

• 1. Approval of the profit and loss account and balance sheet.
• 1. Allocation of the profit or coverage of the loss in accordance with the approved balance sheet and the distribution of dividends.
• 1. Election of the Board of Directors.
• 1. Any other business that by law is to be transacted at the General Meeting of Shareholders.

Documents that shall be considered at the General Meeting of Shareholders may be made available by publishing the documents on the Company's web site. This shall also apply for documents that pursuant to law or regulations shall be included in, or attached to the notice for the General Meeting of Shareholders. If these documents are made available on the web site, the legal requirements regarding physical distribution of the documents shall not apply. A shareholder may nevertheless request postal delivery of the documents that shall be considered at the General Meeting.

§ 7

The Company's shares shall be registered in the Norwegian Central Securities Depository.

§ 8

Reference is otherwise made to company legislation in force at any given time.

Ref no: PIN code:

Notice of Ordinary General Shareholders' Meeting General Shareholders' Meeting in Lerøy Seafood Group ASA will be held on Thursday 23 May 2019 at 09.00. Location: Lanternen, Thormøhlens gate 51 b, 5006 Bergen, Norway

Notice of attendance

The Undersigned will attend the General Shareholders' Meeting on the 23 May 2019 and cast votes for:

own shares.

______________________________

Notice of attendance should be registered electronically through the Company's website www.leroyseafood.com or via VPS Investor Services.

For notification of attendance through the Company's website, the above mentioned pin code and reference number must be stated. Alternatively through VPS Investor service where pin code and reference number is not needed.

If you are not able to register this electronically, you may send by E-mail to genf@dnb.no, or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The notice of attendance must be received no later than 22 May 2019 at 4 p.m.

If the shareholder is a Company, please state the name of the individual who will be representing the Company:

Place Date Shareholder's signature

Proxy without voting instructions for General Shareholders' Meeting of Lerøy Seafood Group ASA If you are unable to attend the meeting, you may grant proxy to another individual.

	Ref no:	PIN code:
Proxy should be submitted electronically through the Company's website www.leroyseafood.com or via VPS Investor Services
For granting proxy through the Company's website, the above mentioned pin code and reference number must be stated.
Alternatively through VPS Investor service where pin code and reference number is not needed.

If you are not able to register this electronically, you may send by E-mail to genf@dnb.no, or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The notice of attendance must be received no later than 22 May 2019 at 4 p.m.

If you send the proxy without naming the proxy holder, the proxy will be given to the Chairman of the Board or one of the Board Members. The shareholder shall thus be deemed to have given authorisation to the Board Member to meet and vote on his or her behalf.

The undersigned __________________________________

hereby grants (tick one of the two)

☐ the Chairman of the Board of Directors (or a person authorised by him), or

☐ _____________________________________________

(Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the General Shareholders' Meeting of Lerøy Seafood Group ASA on 23 May 2019.

Place Date Shareholder's signature (Only for granting proxy)

With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a Company, the Company's Certificate of Registration must be attached to the proxy.

Proxy with voting instructions

If you are unable to attend the General Shareholders' Meeting in person, you may use this proxy form to give voting instructions.

Proxies with voting instructions can only be registered by DNB, and must be sent to genf@dnb.no (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 22 May 2019 at 4:00 p.m.

Proxies with voting instructions must be dated and signed in order to be valid.

If you leave the "Name of the proxy holder" blank, the proxy will be given to the Chairman of the Board or one of the Board Members. The shareholder shall thus be deemed to have given authorisation to the Board Member to meet and vote on his or her behalf.

THE UNDERSIGNED: ______________________________ REF NO: ______

hereby grants (tick one of the two)

☐ the Chairman of the Board (or a person authorised by him), or

☐ ______________________________

Name of proxy holder (in capital letters)

proxy to attend and vote for my/our shares at the General Shareholders' Meeting of Lerøy Seafood Group ASA on 23 May 2019.

The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.

	Agenda for General Shareholders' Meeting 2019	For	Against	Waiver
3	Approval of notice and proposed agenda
4	Approval of the Board of Directors' statement regarding salaries and other remuneration of senior executives.
5	Approval of the annual report and financial statements of the parent company and the consolidated report and financial statements for 2018, including distribution of dividend
6	Stipulation of remuneration
6 a)	Remuneration to the members of the Board of Directors
6 b)	Remuneration to the Nomination Committee
6 c)	Remuneration to the Audit Committee
6 d)	Remuneration to the Auditor
8	Election of Board of Directors:
8 a)	Board member Britt Kathrine Drivenes (re-election)
8 b)	Board member Didrik Munch (re-election)
8 c)	Board member Karoline Møgster (re-election)
9	The Board's proposal regarding renewal of the Board's mandate to purchase the Company's own shares
10	The Board's proposal regarding renewal of the Board's mandate to increase the share capital by issuing new shares through private placements

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a Company, the Company's Certificate of Registration must be attached to the proxy.

APPENDIX

ITEM 4: BOARD OF DIRECTORS' STATEMENT REGARDING SALARY AND OTHER REMUNERATION OF EXECUTIVE PERSONNEL IN LERØY SEAFOOD GROUP ASA

Pursuant to section 6-16a of the Public Limited Liability Companies Act, the Board of Directors has prepared and signed a statement regarding salary and other remuneration of executive personnel and based on the same Act, section 5-6, third paragraph, the statement is discussed at the General Shareholders' Meeting.

The statement regarding salary and other remuneration of executive personnel in Lerøy Seafood Group ASA confirms that the guidelines for the previous financial year have been followed by the company. Application of the same guidelines is recommended for the upcoming financial year.

The guidelines are of an instructive nature for the Board of Directors, with the exception of the items related to options and other benefits based on shares or the development of share price, which is binding.

MAIN PRINCIPLES OF THE COMPANY'S SALARY POLICY

The Group's development is closely linked to the Group's ability to recruit and retain managerial staff and the Group employs various models for remuneration of executive personnel at competitive terms. Executive personnel receive salary according to market terms. Remuneration varies over time both in respect of level and method of payment. In addition to the annual salary, the Group also pays performance-based bonuses limited to one annual wage, lump sum payments, so-called sign-on fees, arranged leave of absence, educational opportunities and option agreements. The Group does not currently have an option programme. The Group has collective pension schemes.

For logical reasons and to date, the Chairman of the Board has handled all practical matters in respect of agreements with the Group CEO on behalf of the Board. Remuneration of other members of the corporate management is determined by the CEO in consultation with the Chairman of the Board.

Remuneration is reviewed annually, but on a long-term perspective, ref. the requirement for continuity.

PRINCIPLES OF REMUNERATION IN ADDITION TO BASE SALARY

The Base salary

Salaries to executive personnel must be competitive. Lerøy Seafood Group aims to attract and retain the most talented management.

The base salary is normally the main element of executive personnel salaries. There is at present no particular limit on the total remuneration a senior staff member may earn.

Additional compensation:

Bonus scheme

The salary earned by executive personnel must inspire high performance and must be structured to motivate extra efforts towards continuous improvement of operations and the company's performance.

The Group utilises performance-based bonuses of maximum one year's salary.

Options

The Group does not currently have an option programme.

Pension plans

All companies in the Group satisfy the requirements in the Act relating to mandatory occupational pensions (Norwegian: OTP). At the time of writing, the Group only practices defined contribution pension plans.

The Group's executive personnel participate in the company's collective pension plans.

Severance pay

The Board limits the use of so-called severance pay agreements, but these have been practised in a few cases, albeit limited to two years' salary. Severance pay may at times be a good alternative for all parties involved.

Non-pecuniary benefits

Executive personnel will normally receive non-pecuniary benefits commensurate with their positions. There are no particular limitations on the type of non-pecuniary benefits that can be agreed.

Other benefits

In connection with public share issues, the first of which took place in 1998, the company's employees have been granted the right to subscribe to a limited number of shares at a discounted price (20%).

PROCEDURE FOR STIPULATION OF EXECUTIVE PAY

Introduction

Please see the note to the financial statements for information on remuneration of individual executive personnel.

Stipulation of salary for Group CEO

Remuneration of the Group CEO is determined annually by the Chairman of the Board with authority from the Board.

Stipulation of salary for the corporate management group

Remuneration of the individual members of the corporate management group is determined by the CEO in consultation with the Chairman of the Board. The Board of Directors shall be subsequently informed of the decision.

Establishment of incentive schemes

General schemes for payment of variable benefits, including bonus schemes are established by the Board of Directors. The Group CEO allocates such incentive schemes and other benefits to the Group's executive personnel within the boundaries established by the Board.

Remuneration of the Board of Directors

Board remuneration is not performance based. The Board members have no options. The Board's remuneration is determined annually by the annual general meeting.

STIPULATION OF SALARY FOR EXECUTIVE PERSONNEL IN OTHER GROUP COMPANIES

Other companies in Lerøy Seafood Group shall adhere to the main principles in the Group's executive personnel salary policy as they are described in item one above.

ITEM 5: APPROVAL OF THE ANNUAL REPORT AND FINANCIAL STATEMENT OF THE PARENT COMPANY AND THE CONSOLIDATED REPORT AND FINANCIAL STATEMENT FOR 2018, INCLUDING DISTRIBUTION OF DIVIDEND

In accordance with the company's Articles of Association, article 6 second paragraph, documents to be reviewed during the General Shareholders' Meeting are published on the company's web site www.leroyseafood.com. These documents are therefore not distributed together with the notice of the meeting.

The Board's proposed allocation of the annual profit of NOK 2,289,419,000 this year implies that NOK 1,097,871,640 shall be transferred to other equity while NOK 1,191,547,360 shall be paid as dividends to the Company's shareholders.

The Board proposes the following resolution to the General Shareholders' meeting:

The annual financial statements and report are approved.

Dividend shall be paid in the amount of NOK 1,191,547,360 equivalent to NOK 2.0 per share. The dividend shall be paid to the shareholders who are registered shareholders of Lerøy Seafood Group ASA as of 23 May 2019. The shares of the Company shall be traded ex dividend from and including 24 May 2019. The dividend shall be paid on or about 4 June 2019.

NOK 1,097,871,640 shall be transferred to other equity.

ITEM 6: STIPULATION OF REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS, THE NOMINATION COMMITTEE, THE AUDIT COMMITTEE AND TO THE AUDITOR

The Nomination Committee proposes following remuneration:

6 a) Remuneration to the members of the Board of Directors

• Remuneration to the Chairman of the Board: NOK 400,000 The remuneration is not paid to the Chairman of the Board in the form of board remuneration that represents a duty to report. Lerøy Seafood Group ASA is invoiced for the services of the Chairman, and for consultancy fees related to the role as working Chairman of the Board from the Group's ultimate parent company, Laco AS, where the Chairman of the Board is an employee. The consulting fees totalled NOK 5,733,000 in 2018.
• Remuneration to other board members: NOK 250,000
• 6 b) Remuneration to the Nomination Committee - NOK 35,000 per member
• 6 c) Remuneration to the Audit Committee - NOK 50,000 per member
• 6 d) Remuneration to the Auditor

The auditor's fee was approved as stated in Note 10 in LSG ASA's consolidated financial statements and totalled NOK 4,422,000 in 2018.

ITEM 7: REPORT REGARDING CORPORATE GOVERNANCE

The Board of Directors refers to the provisions of section 3-3b of the Norwegian Accounting Act which stipulates that issuers in Norway with a statutory obligation to keep accounts and which hold securities listed on a regulated market shall provide a report on the principles and practices for corporate governance in the Board of Directors' report or in a separate document to which reference is made in the Board of Directors' report. The Board of Directors also refers to section 5-6 fourth paragraph of the Norwegian Public Limited Liability Companies Act which stipulates that companies with a statutory obligation to provide such a report on corporate governance pursuant to section 3-3b of the Norwegian Accounting Act, shall also discuss this report during the general shareholders' meeting.

Lerøy Seafood Group complies with the Norwegian recommendation for corporate governance dated October 2018 and published in the Norwegian Code of Practice for Corporate Governance (NUES, available at www.nues.no). The recommended code of practice shall help clarify the distribution of roles among shareholders, board members and management, in addition to that required by legislation.

The report must cover every section of the code of practice. The code of practice is based on the "comply or explain" principle which also forms the basis for the company's report.

In the Board of Directors' report for 2018, the company has described its principles and practice for corporate governance, and the Board of Directors therefore refers to the report provided in the Board of Directors' report, and the separate chapter in the company's annual report on corporate governance. The Board of Directors also refers to the fact that the general shareholders' meeting is not expected to specifically approve the report, and that the report is for information purposes only.

ITEM 8: ELECTION OF BOARD OF DIRECTORS

Election of Board of Directors:

Please see the recommendation from the Nomination Committee.

ITEM 9: THE BOARD'S PROPOSAL REGARDING RENEWAL OF THE BOARD'S MANDATE TO PURCHASE THE COMPANY'S OWN SHARES

On 23 May 2018, the ordinary General Shareholders' Meeting granted to the Board of Directors a mandate to purchase up to 50,000,000 of the company's own shares, each with a nominal value of NOK 0.1. The purchase price must be no lower than NOK 1 and no higher that NOK 100.00 per share. The Board is free to choose the methods of acquisition and disposal. This proxy is valid until 23 November 2019.

It is the opinion of the Board that the Board of Directors should continue to have the right to purchase the company's own shares, and that the existing mandate should be renewed.

It is conceivable that situations could arise in the future where the Board will judge that the market's pricing of the Company's shares does not reflect the underlying values and that, the Company has ample equity and cash flows and otherwise limited investment opportunities that the Board finds attractive. The purchase of own shares in such a situation may represent an improvement in return for the company's existing shareholders. Such purchases are also generally viewed as positive by the equity market because of the signalling effect they have with respect to the administration's expectations for the future of the company.

The possession of own shares will also provide the Board with greater flexibility with respect to future acquisitions, mergers and the establishment of cooperative ventures.

Finally, the purchase of own shares may be used in connection with a possible establishment of share savings program by the employees of the company or its subsidiaries.

The Board proposes that the general shareholders' meeting makes the following resolution:

• 1. The Board is hereby authorised pursuant to Section 9-4 of the Public Limited Liability Companies Act to purchase on behalf of the Company up to 50,000,000 shares, each with a nominal value of NOK 0.1. The lowest amount that shall be paid for the shares is NOK 1 per share, and the highest amount is NOK 100 per share.
• 2. The Board shall be granted freedom with respect to purchase methods and sales.
• 1. The mandate shall apply for 18 months from the date of the resolution.
• 4. The mandate replaces the mandate to purchase the Company's own shares, which the Board was assigned at the general shareholders' meeting on 23 May 2018.

ITEM 10:

THE BOARD'S PROPOSAL REGARDING RENEWAL OF THE BOARD'S MANDATE TO INCREASE THE SHARE CAPITAL BY ISSUING NEW SHARES THROUGH PRIVATE PLACEMENTS DIRECTED AT EXTERNAL INVESTORS, EMPLOYEES AND CERTAIN SHAREHOLDERS OF LERØY SEAFOOD GROUP ASA

On 23 May 2018, the General Shareholders' Meeting authorised the Board of Directors to increase the share capital by up to NOK 5,000,000 by issuing up to 50,000,000 new shares through private placements. The mandate permitted the waiver of pre-emptive rights and included mergers.

The mandate was not exercised in 2018. The Board finds it appropriate that an equivalent board mandate should be renewed, including the possibility for the Board to be able to derogate from the shareholder's pre-emptive rights. The Board expects to see continued restructuring and internationalisation in the seafood industry. Lerøy Seafood Group ASA will therefore continually

assess the potential for organic growth, the possibilities for establishment of share savings program by the employees, the possibilities for acquisition and merger alternatives, and possible alliances that may enhance the basis for further profitable growth, both in order to capitalise on the value that has been created and for the company to position itself for further value creation.

This Board mandate will afford the Company the necessary financial flexibility to be able to quickly obtain the necessary liquidity and/or shares that the Board finds necessary to be able to ensure further profitable growth.

The Board proposes that the general shareholders' meeting makes the following resolution:

• 1 The Board is hereby authorised pursuant to Section 10-14 of the Public Limited Liability Companies Act to increase the share capital by up to NOK 5,000,000 by issuing up to 50,000,000 shares in Lerøy Seafood Group ASA, each with a nominal value of NOK 0.1, by one or more private placements directed at the Company's shareholders and/or external investors.
• 2 The mandate applies for two years from the resolution date.
• 3 The shareholders' pre-emptive rights to subscribe pursuant to Section 10-4 of the Public Limited Liability Companies Act can be set aside, cf. Section 10-5 of the Public Limited Liability Companies Act. The mandate applies to both contributions of assets other than money and/or the right to impose special obligations on the Company, cf. Section 10-2 of the Public Limited Liability Companies Act. Furthermore, the mandate includes a merger resolution pursuant to Section 13-5 of the Public Limited Liability Companies Act.
• 4 The mandate replaces the mandate to increase the share capital through the issue of new shares granted at the General Shareholders Meeting on 23 May 2018.
• 5 The Board shall be authorised to carry out the amendments to the Articles of Association necessitated by the share capital increase.