To the shareholders of Lerøy Seafood Group ASA (LSG).

ANNUAL GENERAL MEETING, 26 MAY 2021 AT 09.00

Please find the following documents attached:

Notice of meeting - Proxy form

Bergen, 4 May 2021

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

Helge Singelstad Chairman

Sign:

ATTACHMENTS

NOTICE OF ANNUAL GENERAL MEETING

Please be advised that the Annual General Meeting of Lerøy Seafood Group ASA will be held on Wednesday 26 May 2021 at 09.00 at the Company's office at Lanternen, Thormøhlens gate 51 b, 5006 Bergen.

IMPORTANT NOTICE:

In order to reduce the risk of corona virus spread (COVID-19) and in line with recommendations from the authorities, shareholders are asked not to attend this year's Annual General Meeting in person. Shareholders will be able to exercise their shareholder rights via the enclosed proxy form.

If the prevailing initiatives to control communicable diseases place limitations on the number of persons in a group, the Board of Directors may decide to hold the Annual General Meeting fully or partly electronically, provided this is deemed appropriate with regard to the Company's and shareholders' interests.

The Board of Directors proposes the following agenda:

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 guidelines on fixing of salaries and other remuneration of persons in senior positions
5 Approval of the financial statements and Board of Directors' report, including distribution of dividends
6 Stipulation of remuneration of the Board of Directors, the Nomination Committee, the Audit Committee and the Company's Auditor for 2020.
7 Reporting on corporate governance
8 Election of board members

Board members up for election are Britt Kathrine Drivenes (board member, re-election), Didrik Munch (board member, re-election), Karoline Møgster (board member, re-election).

9 The Board's proposal regarding renewal of the Board's mandate to purchase treasury 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, the documents to be reviewed during the Annual General 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 Annual General Meeting.

Shareholders have the right to demand delivery by post of documents relating to issues to be discussed during the Annual General Meeting. Shareholders who require delivery of documents by post are requested to contact Hans Ljøen ([email protected]).

The Company's share capital totals 595,773,680 shares each with a nominal value of NOK 0.10. Each share carries one vote at the Annual General Meeting. The Company has, per the date of this notice, a holding of 297,760 treasury shares for which voting rights cannot be exercised.

Shareholders are entitled to attend the Annual General Meeting either in person or by proxy. Shareholders who wish to attend the Annual General Meeting, either in person or via proxy, are kindly requested to fill in and return the enclosed attendance slip/proxy form to [email protected], or by regular mail to DNB Bank ASA, Registrars' Department, P.O. Box 1600 Sentrum, 0021 Oslo.

Notice of attendance/proxy can also be registered online via the Company's website www.leroyseafood.com or via VPS Investor Services.

The notice of attendance must be received no later than 21 May 2021, 16.00.

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 Annual General Meeting, provided that the shareholders notify the Company in writing of such additional items at least four weeks prior to the date of the Annual General Meeting. Pursuant to section 5-14 (1) of the Public Limited Liability Companies Act (allmennaksjeloven), the Annual General 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 Liability Companies Act (allmennaksjeloven); (i) matters which pursuant to law or the articles of association shall be dealt with in the meeting, (ii) proposals for investigation, and (iii) a resolution to convene for a new general meeting to decide any proposals submitted at the 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 Liability Companies Act (allmennaksjeloven).

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

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

Helge Singelstad Chairman of the Board

Sign:

Ref. no.: PIN code:

Notice of Annual General Meeting

The Annual General Meeting in Lerøy Seafood Group ASA will be held at the Company's office at Lanternen, Thormøhlens gate 51 b, 5006 Bergen

Notice of attendance

The undersigned will attend the Annual General Meeting on 26 May 2021 and cast votes for:

(Only for granting proxy)

________________ 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. You can alternatively register via VPS Investor Service, where the PIN code and reference number are not needed. If you are not able to register this electronically, you can sign and send this form to [email protected], or by regular mail to DNB Bank ASA, Registrars' Department, P.O. Box 1600 Sentrum, 0021 Oslo. The notice of attendance must be received no later than 21 May 2021, 16.00. 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 instructionsfor the Annual General Meeting of Lerøy Seafood Group ASA If you are unable to attend the meeting, you can 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. You can alternatively register via VPS Investor Service, where the PIN code and reference number are not needed. If you are not able to register this electronically, you can sign and send this form to [email protected], or by regular mail to DNB Bank ASA, Registrars' Department, P.O. Box 1600 Sentrum, 0021 Oslo. The notice of attendance must be received no later than 21 May 2021, 16.00. If you send the proxy without naming the proxy holder, the proxy will be given to the Chairman of the Board, or a person authorised by the Chairman. The shareholder shall thus be deemed to have given authorisation to the person above to meet and vote on his or her behalf. The completed and signed proxy form must be received no later than 21 May 2021, 16.00. THE UNDERSIGNED: ____________________________________ hereby grants (tick one) 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 Annual General Meeting of Lerøy Seafood Group ASA on 26 May 2021. Place Date Shareholder's signature

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 for the Annual General Meeting of Lerøy Seafood Group ASA.

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

Proxy forms with voting instructions can only be registered by DNB, and must be sent to [email protected] (scanned form), or by regular mail to DNB Bank ASA, Registrars' Department, P.O. Box 1600 Sentrum, 0021 Oslo. The form must be received by DNB Bank ASA, Registrars' Department no later than 21 May 2021 at 16.00.

The form must be dated and signed.

If you leave the "Name of the proxy holder" blank, the proxy will be given to the Chairman of the Board, or a person authorised by the Chairman.

THE UNDERSIGNED: _______________________________________________ REF. NO.:

hereby grants (tick one)

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 Annual General Meeting on 26 May 2021 for Lerøy Seafood Group ASA .

The votes shall be exercised in accordance with 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 the Annual General Meeting 2021			Against	Abstain
3	Approval of notice and proposed agenda
4	Approval of guidelines for remuneration of persons in senior positions
5	Approval of the annual accounts and Board of Directors' report, including distribution of dividends
6	Stipulation of remuneration
6 a)	Remuneration of the members of the Board of Directors
6 b)	Remuneration of the Nomination Committee
6 c)	Remuneration of the Audit Committee
6 d)	Fees to the Company's auditor for 2020
7	Report on corporate governance
8	Election of board members
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 treasury shares
10	The Board's proposal regarding renewal of the Board's mandate to increase share capital by issuing new shares through private placements directed at external investors, employees and certain shareholders in Lerøy Seafood Group ASA

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

INFORMATION ON ITEMS ON THE AGENDA

ITEM 4:

APPROVAL OF GUIDELINES ON REMUNERATION OF PERSONS IN SENIOR POSITIONS

Pursuant to the new provisions in section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a new set of guidelines for remuneration of persons in senior positions at Lerøy Seafood Group ASA. These are available at https://www.leroyseafood.com/.

The new guidelines shall replace "The Board of Directors' statement regarding salary and other remuneration of executive personnel" and shall be presented to the Annual General Meeting" for decision via a binding vote. The new guidelines do not entail any changes to the Company's methods of remuneration. The changes in the Public Limited Liability Companies Act and new regulations concerning guidelines and report on remuneration of persons in senior positions came into force on 1 January 2021. Lerøy Seafood Group ASA's policy for executive management remuneration for financial year 2020 has been followed in accordance with the guidelines for remuneration valid as per Annual General Meeting in May 2020.

The report on remuneration of persons in senior positions pursuant to the new provisions of section 6-16b of the Public Limited Liability Companies Act will provide a retroactive overview of paid and outstanding remuneration, and will be presented to the Annual General Meeting for an advisory vote in 2022. Pursuant to section 5-6 (3) of the Norwegian Public Limited Liability Companies Act, the Company's new guidelines on remuneration of persons in senior positions is subject to approval of the Annual General Meeting. The Board of Directors recommends that the Annual General Meeting approves the new proposed "Guidelines for remuneration of persons in senior positions in Lerøy Seafood Group ASA".

ITEM 5:

APPROVAL OF THE FINANCIAL STATEMENTS AND BOARD OF DIRECTORS' REPORT, INCLUDING DISTRIBUTION OF DIVIDENDS

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

The Board of Directors proposes that the Annual General Meeting adopts a dividend payment of NOK 2.00 per share. At the Annual General Meeting on 27 May 2020, the Board of Directors was authorised to pay additional dividends of up to NOK 0.80 per share by the end of 2020. The Board decided not to exercise this additional mandate but reported that the recommendation for the dividend payment in 2021 will reflect this.

The Board's proposed allocation of the annual profit of NOK 568,567,000 this year implies that NOK 622,981,000 shall be transferred from other equity and that NOK 1,191,547,000 is paid as dividend to the Company's shareholders.

The Board of Directors proposes the following resolution to the Annual General Meeting:

The annual financial statements and annual report are approved.

Dividends shall be paid in the amount of NOK 1,191,547,000, equivalent to NOK 2.00 per share. The dividend shall be paid to the shareholders who are registered shareholders of Lerøy Seafood Group ASA as of 26 May 2021. The shares will be traded ex dividend from and including 27 May 2021. The dividend shall be paid on or around 4 June 2021.

NOK 622,981,000 shall be transferred from other equity.

ITEM 6:

STIPULATION OF REMUNERATION OF THE BOARD OF DIRECTORS, THE NOMINATION COMMITTEE, THE AUDIT COMMITTEE AND THE COMPANY'S AUDITOR FOR 2020

The Nomination Committee proposes the following remuneration:

6 a) Remuneration of the members of the Board of Directors
- Remuneration of the Chairman of the Board: NOK 400,000
  - 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. In 2020, the consulting fees totalled NOK 5,564,800.
- Remuneration of other board members: NOK 250,000

6 b) Remuneration of the Nomination Committee

Chairman and other members: NOK 45,000 (up from NOK 35,000 last year)

6 c) Remuneration of the Audit Committee

-	Chairman:	NOK	100,000 (up from NOK 50,000 last year)
-	Other members:	NOK	70,000 (up from NOK 50,000 last year)

6 d) Fee paid to the Company's auditor

The auditor's fee is stated in Note 10 in Lerøy Seafood Group ASA's consolidated financial statements and totalled NOK 3,185,000 for 2020.

ITEM 7:

REPORT ON CORPORATE GOVERNANCE

The Board of Directors refers to the provisions of section 3-3b of the Norwegian Accounting Act which stipulates that reporting entities that are issuers in Norway and whose securities are listed in a regulated market shall provide a report on the principles and practices for corporate governance 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 Annual General Meeting.

Lerøy Seafood Group follows the updated recommendation on corporate governance published by the Norwegian Corporate Governance Board and dated October 2018 (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 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 2020, the Board has described the Company's principles and practice for corporate governance, and the Board of Directors therefore refers to the description 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 Annual General 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 AND THE NOMINATION COMMITTEE

Election of Board of Directors and the Nomination Committee: Please see the recommendation from the Nomination Committee

ITEM 9:

THE BOARD'S PROPOSAL REGARDING RENEWAL OF THE BOARD'S MANDATE TO PURCHASE TREASURY SHARES

On 27 May 2020, the Annual General Meeting granted to the Board of Directors a mandate to purchase up to 50,000,000 of the company's treasury shares, each with a nominal value of NOK 0.10. The purchase price must be no lower than NOK 1.00 and no higher that NOK 100.00 per share. The Board is free to choose the methods of acquisition and disposal. This mandate is valid until 27 November 2021.

It is the opinion of the Board that the Board of Directors should continue to have the right to purchase the treasury shares, and that the existing mandate should therefore be renewed.

It is conceivable that situations could arise in the future where the Board will find that the market's pricing of the Company's shares does not reflect the Company's intrinsic values and that the Company has ample equity and cash flows, and that the Board finds investment in treasury shares attractive. The purchase of treasury shares in such a situation may represent an improvement in return for the Company's investors. 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 treasury shares will also provide the Board with greater flexibility for future growth with respect to future acquisitions, business combinations and the establishment of cooperative ventures.

Finally, the purchase of treasury shares may be used in connection with a possible establishment of general share savings programmes and incentive schemes, including discounted purchase of shares in accordance with the Norwegian Taxation Act, for the employees of the company and its subsidiaries.

The Board therefore proposes that the Annual General 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 0.10. The lowest amount that shall be paid for the shares is NOK 1.00 per share, and the highest amount is NOK 100 per share.
2. The Board shall be granted freedom with respect to acquisition methods and disposal.
3. The mandate shall apply for 18 months from the date of the resolution.
4. The mandate replaces the mandate to purchase treasury shares, which the Board was assigned at the Annual General Meeting on 27 May 2020."

ITEM 10:

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

On 27 May 2020, the Annual General 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 business combinations.

The mandate was not utilised in 2020. 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 programmes and incentive schemes for the employees, including discounted purchases of shares in accordance with the Norwegian Taxation Act, the possibilities for acquisition and business combination alternatives, and possible alliances that may enhance the basis for further profitable growth, both in order to capitalise on the values that have 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 therefore proposes that the Annual General 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 0.10, by one or more private placements directed at the Company's shareholders, employees 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 Annual General Meeting on 27 May 2020.
5 The Board shall be authorised to carry out the amendments to the Articles of Association necessitated by the share capital increase."

Guidelines on remuneration of persons in senior positions

Adopted at the Annual General Meeting of Lerøy Seafood Group ASA on 26 May 2021.

1 GENERAL

These Guidelines have been prepared by the Board of Directors of Lerøy Seafood Group ASA ("the Company" or "Lerøy") in accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act and the Regulations concerning the report on remuneration of the persons in senior positions at the Company.

Remuneration for executive management is an important instrument in harmonising the Group's interests with the interests of persons in senior positions. The shareholders are therefore allowed influence over management salaries in the Company through the disclosure and approval of these Guidelines. The main principles behind the Company's policy regarding salaries for executive management are that the salaries shall be of a suitable level to attract and retain skilled managers without leading the market, and without the variable element of the salaries representing such a large share of total salary compensation that it may result in unfortunate incentives and short-term positions. The Company's salary system shall be understandable and acceptable.

2 BUSINESS STRATEGY, LONG-TERM INTERESTS AND FINANCIAL SUSTAINABILITY

The Group's values – open, honest, responsible and creative – shall form the foundations for the Group's daily operations, but also for the perpetual, strategic business development required to achieve the Group's vision of being the leading and most profitable global supplier of sustainable seafood. This long-term focus is also reflected in the Company's financial sustainability.

The position of leading actor in a global industry and the work to protect the Company's long-term interests are closely interlinked with the Company's ability to recruit, develop and retain senior executives. Lerøy's people are the most important resource for the Group. Lerøy shall be a recognised and attractive employer in the seafood industry, with the capacity to attract employees with the appropriate competencies, succeeding in building a learning and dynamic organisation where employees are happy, achieve development and work together to meet our customers' needs and face future challenges.

3 SCOPE

These Guidelines apply to persons in senior positions in Lerøy Seafood Group, as defined in section 6-16a of the Norwegian Public Limited Liability Companies Act. For Lerøy, persons in senior positions are defined as the corporate management in the Group ("senior executives") and the members of the Group's Board of Directors. Remuneration of other employees who are not senior executives is not covered by these Guidelines.

Lerøy has established a remuneration arrangement to generally stimulate goal achievement and at the same time promote proper risk management, counteract excessive risk taking and contribute to the prevention of conflicts of interest. The Group's long-term interests and financial sustainability shall be safeguarded. In general, the remuneration arrangement shall also be based on equal salary for male and female employees for equal work or work of equal value. The Company's remuneration shall be competitive, but not market leading. The Company annually reviews practice of the remuneration arrangement, and the Company's written report is reviewed by independent control bodies.

4 MORE DETAILED INFORMATION ON REMUNERATION THAT CAN BE PAID TO OR RECEIVED BY PERSONS IN SENIOR POSITIONS

4.1 Remuneration of the board members

Remuneration of the board members is recommended by the Company's Nomination Committee and adopted by the Annual General Meeting pursuant to section 6-10 of the Norwegian Public Limited Liability Companies Act. The board members do not have schemes for allocation of options for the purchase of shares in the Company.

The current Chairman of the Board does not receive remuneration that represents a duty to report. The Company is invoiced for the services of the Chairman and for consultancy fees from the ultimate parent company, Laco AS, where the Chairman of the Board is an employee.

4.2 Remuneration of senior executives

For remuneration of the Company's senior executives, the Company mainly focuses on fixed salary as an instrument, and only makes limited use of variable remuneration. Salaries for top management shall be competitive, allowing the Company to attract and retain the most attractive managers. The fixed remuneration of senior executives includes:

Base salary:

The base salary is stipulated on the basis of the responsibilities, complexity, required competencies and seniority entailed in the position. The base salary is normally the main element of salaries.

Bonus scheme:

In principle, bonus payments are a distribution of profits, where the management receives payment for their contribution to the Company's long-term earnings and development. The purpose of Lerøy's bonus scheme is to stimulate continuous development of Lerøy's value creation, growth and results, as defined in the Company's strategy.

Bonuses are evaluated by discretion every year and based on a comprehensive assessment of five components: value creation by the senior executive, efforts, results, values, attitudes and conduct. These are compared to the defined objectives for the individual positions, the tasks involved and available resources.

At the end of the evaluation period, a decision shall be made as to the extent to which the criteria for bonus payment have been met. This evaluation shall be based on an assessment of the criteria as they are described above and in the bonus schemes for senior executives. Please also refer to paragraph 4.3.

Bonus payments to persons in senior positions may comprise maximum one year's salary.

The Company has no scheme for repayment of variable remuneration. Every year, the Board of Directors is entitled to make changes to or terminate the bonus scheme.

Other remuneration:

Pension plans:

Lerøy Seafood Group ASA has a defined contribution occupational pension plan, in accordance with the Act relating to mandatory occupational pensions (Norwegian: OTP). The premium payment is limited to maximum 12 G (G =national insurance base amount) for each year. Senior executives are members of the Company's collective pension plan until they reach retirement age, which is established as 70 years, and do not have special agreements including early retirement or additional pensions. However, the Company may enter into such agreements in the future.

Severance pay schemes:

In principle, the Company does not make use of severance pay, with the exception of salary paid during the term of notice for the number of months stipulated in the provisions of the Norwegian Working Environment Act. However, severance pay may at times be a good alternative for all parties involved. Severance pay may therefore be applied in extraordinary cases, albeit limited to salary for two years.

Other special benefits:

Senior executives can be allocated other special benefits that are common for comparable positions, such as a free telephone, PC for use at home, free broadband, newspapers, company car/car scheme and parking.

Options and other types of remuneration involving shares or development in share price:

The Company does not currently award any other types of remuneration to persons in senior positions in the form of options or that are related to shares in the Company or the share price.

Programmes for purchase of shares:

Lerøy may consider providing share savings programmes for all employees, where the employees may be assigned the right to subscribe to a limited number of shares at a discounted price.

4.3 Stipulation of compensation and allocation of variable benefits

Compensation paid to the Group CEO is determined annually by the Chairman of the Board according to a mandate issued by the Board. Compensation paid to 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 regarding fixing of salaries.

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 management within the boundaries established by the Board.

The Company does not have its own remuneration committee.

The companies in Lerøy Seafood Group shall follow the main principles behind the policy for top management salaries and the salary system in the Group. The Group aims to coordinate its salary policy and the schemes applied for variable benefits.

4.4 Salary and terms of employment

The Company aims to maintain its current scheme for salary and terms of employment for senior executives. This is taken into account when preparing these Guidelines, so that the Guidelines principally describe the current salary and terms of employment for senior executives.

5 ANNUAL REPORT ON SALARIES

Each financial year, the Board of Directors shall ensure the preparation of a report on salaries, providing a total overview of paid and outstanding salary and remuneration covered by these Guidelines.

Before the report is discussed by the Annual General Meeting, the auditor shall check that it contains the information required pursuant to prevailing regulations. The Annual General Meeting shall hold an advisory vote on the report on salaries. The report on salaries in the following year shall include an explanation of how the result of vote at the last Annual General Meeting has been taken into account.

6 DEVIATING FROM THE GUIDELINES

In extraordinary circumstances involving significant events for the Company that require extraordinary efforts by the senior executives, the Board of Directors may decide to deviate from these Guidelines. Such deviation must be based on proper grounds with a view to the shared interests of the shareholders in retaining and providing incentives for key personnel during extraordinary situations.

Deviations must be deemed necessary by the Board of Directors in the situation in question and for the senior executive in question. A written explanation of any such deviation is required and shall be included in the annual report on salaries, which is presented to the Annual General Meeting for an advisory vote in the following year. The Board of Directors is not entitled to deviate from the Guidelines for remuneration to the board members. Such a deviation must first be proposed and presented to the Annual General Meeting for a regular vote.

7 CHANGES TO THE GUIDELINES

Any significant changes to the Guidelines shall be described in new, updated Guidelines that are submitted to the Annual General Meeting for approval. In the event of changes, the Company shall consider the shareholders' views and vote on the Guidelines. The Guidelines shall be presented to the Annual General Meeting for approval at least every four years.

8 DISCLOSURE

These Guidelines shall be dated on the day the Annual General Meeting approved the Guidelines, and shall be published on the Company's website together with the result of the vote.

* * *

Appendix

Recommendation of the Nomination Committee to the Annual General Meeting of Lerøy Seafood Group ASA, 26 May 2021

Item 1 Composition of the Board of Directors and recommendations for election of the members of the Board of Directors in 2021.

The Annual General Meeting shall elect the Chairman of the Board and the other shareholder-elected board members. The Board of Directors shall be elected according to the recommendations of the Nomination Committee, the members of which have been Helge Møgster (Chairman), Benedicte Schilbred Fasmer and Aksel J. Linchausen. All the members of the Nomination Committee were re-elected for a period of two years at the Annual General Meeting in 2020.

The Board of Directors currently has the following shareholder-elected board members:

Elected:
2020
2020
2020
2019
2019
2019

Board members Britt Kathrine Drivenes, Didrik Munch and Karoline Møgster are up for election and have stated that they are willing to accept re-election.

The Nomination Committee has carried out an assessment of the experience and expertise of all the board members, and the total composition of the Board of Directors. The Nomination Committee has also received information on the Board of Directors' own assessment.

The Nomination Committee recommends that Britt Kathrine Drivenes, Didrik Munch and Karoline Møgster are re-elected for a new period of two years. For information on the background and expertise of the board members, please refer to the information in the annual report and on the company's website.

If the Annual General Meeting follows the Committee's recommendations, the Board of Directors will have the following shareholder-elected board members:

Elected until:
2022
2022
2022
2023
2023
2023

The new Board of Directors will comprise six shareholder-elected members, of which 50 percent are men and 50 percent are women.

Item 2 Remuneration of the Chairman of the Board and other board members

The Nomination Committee recommends the following fees to be paid to the board members:

Chairman of the Board	NOK	400,000 (no change)
The other board members	NOK	250,000 (no change)

Item 3 Remuneration of the Audit Committee

The Nomination Committee recommends the following fees to be paid to the members of the Audit Committee:

The Chairman	NOK	100,000 (up from NOK 50,000 last year)
The other members	NOK	70,000 (up from NOK 50,000 last year)

Item 4 Remuneration of the Nomination Committee

The Nomination Committee recommends the following fees to be paid to the members of the Nomination Committee:

The Chairman and other members NOK 45,000 (up from NOK 35,000 last year)

All decisions were unanimous.

There were no other items on the agenda, and the meeting was closed.

The Nomination Committee, 27 April 2021

Sign.

Helge Møgster Benedicte Schilbred Fasmer Aksel J. Linchausen