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Mowi ASA

AGM Information May 30, 2024

3665_rns_2024-05-30_b5a153d0-7af3-4f91-972d-7b6f22176125.pdf

AGM Information

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MINUTES

OF

ANNUAL GENERAL MEETING 2024

MOWI ASA

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:

1. Election of a chairperson and a person to countersign the minutes together with the chairperson

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.

2. Approval of the notice and the proposed agenda

The notice and agenda were approved.

A detailed list of the voting results is attached to the minutes.

3. Briefing on the business

The CEO, Ivan Vindheim, provided a briefing of the business of the Mowi group.

4. Approval of the financial statements and the board of directors' report for 2023 for Mowi ASA and the Mowi group, including allocation of the result of the year

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.

5. The board of directors' statement regarding corporate governance

The chair of the meeting referred to the statement regarding principles for corporate governance, which is included in the annual report.

6. Approval of allocation of options to the company's senior management

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.

7. Advisory vote on the company's remuneration report for executive management for the financial year 2023

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.

8. Determination of the remuneration of the board members

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.

9. Determination of the remuneration of the members of the nomination committee

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.

10. Determination of the remuneration of the company's auditor for 2023

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.

11. Election of board members

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.

12. Election of members to the nomination committee

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.

13. Authorisation to the board of directors to distribute dividends

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.

14. Authorisation to the board of directors to purchase the company's own shares

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.

15. Authorisations to the board of directors to (A) issue new shares and (B) issue convertible loans

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

Attendance Summary Report MOWI ASA AGM 30 May 2024

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

MOWI ASA GENERAL MEETING 30 MAY 2024

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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