AGM Information • May 30, 2024
AGM Information
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The annual general meeting of Mowi ASA was held on 30 May 2024 at 11:00 CEST by way of a digital meeting.
Shareholders representing 354,755,590 shares, corresponding to 68.60 % of the share capital, were represented at the general meeting in person, by advance vote or by proxy. A record of shareholders represented at the meeting is attached to these minutes.
In addition, the following participated in the meeting: Chairperson of the board of directors, Ole-Eirik Lerøy, CEO Ivan Vindheim, CFO Kristian Ellingsen, chairperson of the nomination committee Anne Lise E. Gryte and Trine Hansen Bjerkvik as representative from the company's auditor.
The general meeting was opened by the Chairperson of the board of directors, Ole-Eirik Lerøy.
The meeting had the following agenda:
Attorney-at-law Tone Østensen was elected to chair the meeting, and Kristian Ellingsen was elected to sign the minutes together with the chair of the meeting.
A detailed list of the voting results is attached to the minutes.
The notice and agenda were approved.
A detailed list of the voting results is attached to the minutes.
The CEO, Ivan Vindheim, provided a briefing of the business of the Mowi group.
The CFO, Kristian Ellingsen, provided a review of the main points in the board of directors' proposed annual accounts for the company and the group for 2023. Reference was made to the board of directors' and the auditor's statements included in the company's annual report for 2023. Reference was made to the board of directors' proposal for the allocation of the result for the financial year 2023.
The general meeting then passed the following resolution:
"The board of directors' proposed annual accounts for Mowi ASA and the Mowi group, including allocation of the result for the financial year, and the board of directors' report for 2023, are approved."
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the statement regarding principles for corporate governance, which is included in the annual report.
The chair of the meeting referred to the board of directors' proposal that the general meeting approves the allocation of up to 1.8 million options under the company's share option scheme for senior management described in the guidelines for remuneration of leading personnel approved at the annual general meeting on 13 June 2022.
The general meeting then passed the following resolution:
"The general meeting approves the allocation of up to 1.8 million options under the company's option scheme for senior management described in the guidelines for remuneration of leading personnel that was approved at the annual general meeting on 13 June 2022."
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the remuneration report for executive management of the company for 2023 prepared by the board of directors in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act, which is available at the company's website www.mowi.com.
The general meeting then passed the following resolution:
"The general meeting endorses the remuneration report for the executive management for the financial year 2023."
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the nomination committee's proposal.
The general meeting then passed the following resolution:
"The board members shall receive the following remuneration for their work in the period 2024/2025:
| The chairperson of the board: | NOK 1,620,000 |
|---|---|
| The deputy chairperson of the board: Board members: |
NOK 620,000 NOK 620,000 |
| Employee-elected board members: | NOK 442,500 |
| Deputy board members: | NOK 30,000 per meeting |
All shareholder-elected members of the board of directors should spend at least NOK 100,000 of their respective remuneration, less any income tax payable on such amount, to acquire shares in Mowi ASA.
Members of the audit committee will receive an additional remuneration of NOK 168,000 (chairperson) and NOK 110,000 (members) for their work".
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the nomination committee's proposal.
The general meeting then passed the following resolution:
"The members of the nomination committee shall be remunerated as follows for their work in the period 2024/2025:
The chairperson of the committee: NOK 126,000 Members of the committee: NOK 68,000"
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the board of directors' proposal.
The general meeting then passed the following resolution:
"The remuneration to the company's auditor for work in 2023 is approved with the amount set out in note 6 to Mowi ASA's annual accounts for 2023".
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the nomination committee's proposal.
The general meeting then passed the following resolution:
"Kathrine Fredriksen is re-elected as a board member for a term of two years, Peder Strand is re-elected as a board member for a term of two years, Kjersti Hobøl is elected as a new board member for a term of two years and Leif Teksum is elected as a new board member for a term of two years."
The board of directors will thereafter consist of the following shareholder elected board members:
Ole-Eirik Lerøy (Chairperson); Kristian Melhuus (Deputy Chairperson) Kathrine Fredriksen Peder Strand Lisbet Karin Nærø Kjersti Hobøl, and Leif Teksum
A detailed list of the voting results is attached to the minutes.
The chair of the meeting referred to the nomination committee's proposal.
The general meeting then passed the following resolution:
"Anne Lise Ellingsen Gryte is re-elected as member and chairperson of the nomination committee for a term of 2 years and Peder Weidemann Egseth is elected as a new member of the nomination committee for a term of 2 years."
The nomination committee will thereafter consist of the following members:
Anne Lise Ellingsen Gryte, Chairperson Ann Kristin Brautaset, and Peder Weidemann Egseth
A detailed list of the voting results is attached to the minutes.
The board of directors' proposal was presented by the chair of the meeting.
The general meeting then passed the following resolution:
"The board of directors is authorised under section 8-2 (2) of the Public Limited Companies Act to approve the distribution of dividends based on the company's annual accounts for 2023. The authorisation includes distribution in the form of repayment of paid-in capital.
The authorisation may be used to approve the distribution of dividends up to an aggregate amount that may not exceed NOK 7,500,000,000.
The authority is valid until the ordinary general meeting in 2025, however no longer than 30 June 2025."
A detailed list of the voting results is attached to the minutes.
The board of directors' proposal was presented by the chair of the meeting.
The general meeting then passed the following resolution:
"The board of directors is authorised under section 9-4 of the Public Limited Companies Act to acquire shares in the company ("own shares") on behalf of the company with a total nominal value of up to NOK 387,833,318. Subject to this aggregate amount limitation, the authority may be used on more than one occasion.
When acquiring own shares, the consideration per share may not exceed NOK 500 and may not be less than the shares' nominal value of NOK 7.50.
The authorisation covers all forms of acquisitions of shares in the company and the encumbering of these per agreement. Shares purchased in accordance with this authorisation may be cancelled or divested in any way, including sales in the open market and as consideration in transactions.
The general principles of equal treatment must always be observed in relation to transactions with shareholders based on the authorisation granted.
If the par value of the company's shares changes during the term of this authority, the scope of the authority will change accordingly.
The authority is valid until the ordinary general meeting in 2025, however no longer than 30 June 2025."
A detailed list of the voting results is attached to the minutes.
The board of directors' two proposals were presented by the chair of the meeting.
The general meeting then passed the following resolution A:
"The board of directors is authorised under section 10-14 of the Public Limited Companies Act to increase the company's share capital by up to NOK 387,833,318, provided that the combined number of shares that are issued pursuant to this authorisation and the authorisation in agenda item 15 (B) shall not in aggregate exceed 10% of the Company's current share capital. Subject to this amount limitation, the authorisation may be used on more than one occasion.
The pre-emptive rights of the shareholders under the Public Limited Companies Act section 10-4 may be set aside.
The authorisation covers capital increases against cash and non-cash contributions. The authorisation covers the right to impose special obligations on the company as provided in section 10-2 of the Public Limited Companies Act. The authorisation covers resolutions on mergers as provided in section 13-5 of the Public Limited Companies Act. If the contribution is to be made by a transfer of non-cash assets to the company, the board may decide that such assets are transferred to a subsidiary subject to a corresponding settlement taking place between the subsidiary and the company.
The authorisation is valid until the ordinary general meeting in 2025, however no longer than 30 June 2025."
A detailed list of the voting results is attached to the minutes.
The general meeting then passed the following resolution B:
"The board of directors is authorised under section 11-8 of the Public Limited Companies Act to take up convertible loans with a total principal amount of up to NOK 3,200,000,000. Subject to this total amount limitation, the authorisation may be used on more than one occasion.
Upon conversion of loans taken up pursuant to this authorisation, the company's share capital may be increased by up to NOK 387,833,318, provided that the combined number of shares that are issued pursuant to this authorisation and the authorisation in agenda item 15 (A) shall not in aggregate exceed 10% of the Company's current share capital.
The pre-emptive rights of the shareholders under section 11-4 cf. section 10-4 of the Public Limited Companies Act may be set aside.
The authorisation is valid until the ordinary general meeting in 2025, however no longer than 30 June 2025."
A detailed list of the voting results is attached to the minutes.
As there were no further matters on the agenda the meeting was adjourned.
_______________________ Tone Østensen Chair of the meeting
_______________________ Kristian Ellingsen
| Registered Attendees: | 7 |
|---|---|
| Total Votes Represented: | 354 755 590 |
| Total Accounts Represented: | 2 119 |
| Total Voting Capital: | 517 111 091 |
| % Total Voting Capital Represented: | 68,60 % |
Total Capital: 517 111 091 % Total Capital Represented: 68,60 % Company Own Shares: 0
| Sub Total: | 7 | 0 354 755 590 |
|||
|---|---|---|---|---|---|
| Capacity | Registered Attendees | Registered Non-Voting Attendees | Registered Votes | Accounts | |
| Shareholder (web) | 4 | 0 | 1 618 | 4 | |
| Styrets leder med fullmakt | 1 | 0 | 2 475 094 | 74 | |
| Styrets leder med instruksjoner | 1 | 0 | 131 | 1 | |
| Forhåndsstemmer | 1 | 0 | 352 278 747 | 2 040 |
Freddy Hermansen DNB Bank ASA Avdeling Utsteder
As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 30 May 2024, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
| Issued voting shares: 517 111 091 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| VOTES | % | VOTES | % | VOTES | VOTES | % ISSUED | NO VOTES | ||
| FOR | MOT / | AVSTÅR / | TOTAL | VOTING | IN MEETING | ||||
| AGAINST | WITHHELD | SHARES | |||||||
| VOTED | |||||||||
| 1A | 354 741 449 100,00 | 0 | 0,00 | 13 558 | 354 755 007 | 68,60 % | 583 | ||
| 1B | 354 741 249 100,00 | 0 | 0,00 | 13 758 | 354 755 007 | 68,60 % | 583 | ||
| 2 | 354 741 398 100,00 | 0 | 0,00 | 13 609 | 354 755 007 | 68,60 % | 583 | ||
| 4 | 353 497 390 | 99,69 | 1 101 733 | 0,31 | 156 310 | 354 755 433 | 68,60 % | 157 | |
| 6 | 346 752 333 | 97,75 | 7 988 378 | 2,25 | 14 722 | 354 755 433 | 68,60 % | 157 | |
| 7 | 298 924 631 | 85,26 | 51 664 454 | 14,74 | 4 166 348 | 354 755 433 | 68,60 % | 157 | |
| 8 | 354 086 133 | 99,82 | 654 857 | 0,18 | 14 600 | 354 755 590 | 68,60 % | 0 | |
| 9 | 354 086 133 | 99,82 | 654 806 | 0,18 | 14 651 | 354 755 590 | 68,60 % | 0 | |
| 10 | 326 894 295 | 92,16 | 27 792 545 | 7,84 | 68 750 | 354 755 590 | 68,60 % | 0 | |
| 11A | 335 522 997 | 94,58 | 19 217 985 | 5,42 | 14 608 | 354 755 590 | 68,60 % | 0 | |
| 11B | 340 748 588 | 96,06 | 13 993 740 | 3,94 | 13 262 | 354 755 590 | 68,60 % | 0 | |
| 11C | 353 917 407 | 99,77 | 824 921 | 0,23 | 13 262 | 354 755 590 | 68,60 % | 0 | |
| 11D | 353 861 906 | 99,75 | 880 422 | 0,25 | 13 262 | 354 755 590 | 68,60 % | 0 | |
| 12A | 353 821 279 | 99,74 | 920 892 | 0,26 | 13 262 | 354 755 433 | 68,60 % | 157 | |
| 12B | 354 640 229 | 99,97 | 101 993 | 0,03 | 13 211 | 354 755 433 | 68,60 % | 157 | |
| 13 | 354 724 567 | 99,99 | 18 507 | 0,01 | 12 359 | 354 755 433 | 68,60 % | 157 | |
| 14 | 347 796 198 | 98,05 | 6 917 134 | 1,95 | 42 101 | 354 755 433 | 68,60 % | 157 | |
| 15A | 353 806 989 | 99,74 | 935 435 | 0,26 | 13 009 | 354 755 433 | 68,60 % | 157 | |
| 15B | 353 989 089 | 99,79 | 753 117 | 0,21 | 13 227 | 354 755 433 | 68,60 % | 157 |
Freddy Hermansen DNB Bank ASA Avdeling Utsteder
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