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Mowi ASA

Pre-Annual General Meeting Information May 8, 2024

3665_rns_2024-05-08_270b2bb4-b5e8-4689-ae3f-d985b307515e.pdf

Pre-Annual General Meeting Information

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To the shareholders in Mowi ASA

NOTICE OF ANNUAL GENERAL MEETING 2024

Notice is hereby given of Mowi ASA's annual general meeting:

Date: 30 May 2024

Time: 11:00 CEST

Venue: Digital meeting

The general meeting will be held as a digital meeting only through Lumi. To participate electronically, please use the following link: https://dnb.lumiagm.com/123869064.

The reference number and PIN codes required to access the virtual meeting can be obtained either by logging onto VPS Investor Services (https://investor.vps.no/garm/auth/login) or from the attached proxy form sent to each shareholder. Further information regarding participation in the virtual meeting is included in the guide for digital participation which is available on the Company's website www.mowi.com. Shareholder rights may also be exercised by advance voting or by providing a proxy.

The general meeting will be opened by the Chairperson of the board of directors, Ole-Eirik Lerøy.

After the opening of the meeting a register will be taken of shareholders attending in person or by proxy.

AGENDA:

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

The board of directors proposes that Tone Østensen is elected to chair the meeting, and that a person present at the general meeting is appointed to co-sign the minutes.

2. Approval of the notice and the proposed agenda

3. Briefing on the business

The company's CEO, Ivan Vindheim, will provide a briefing on 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 financial statements and the board of directors' report for 2023 for Mowi ASA and the Mowi group are included in the annual report for 2023. The annual report is available on the company's website www.mowi.com.

5. The board of directors' statement regarding corporate governance

Pursuant to section 5-6 (5) of the Norwegian Public Limited Liability Companies Act (the "Public Limited Companies Act"), the general meeting must discuss the board of directors' report regarding corporate governance. The board of directors' report is included in the annual report for 2023, which is available on the company's website www.mowi.com. The statement is not subject to a vote.

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

The board of directors asks the general meeting to approve allocation of up to 1.8 million options under the company's share option scheme for senior management that was approved by the annual general meeting held on 13 June 2022.

7. Advisory vote on the company's remuneration report for leading personnel for the financial year 2023

In accordance with section 6-16 b of the Public Limited Companies Act, the board of directors has prepared a remuneration report for the leading personnel of the company for 2023. The remuneration report is available at the company's website www.mowi.com. The general meeting is asked to cast an advisory vote on the remuneration report and the board of directors proposes that the general meeting endorses the remuneration report.

8. Determination of the remuneration of the board members

The nomination committee's proposal for remuneration to the board members for the period 2024/2025 is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.mowi.com.

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

The nomination committee's proposal for remuneration to the members of the nomination committee for the period 2024/2025 is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.mowi.com.

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

The fee is set out in note 6 in the disclosure notes part of Mowi ASA's financial statements for 2023 which are included in the annual report for 2023. The board of directors recommends that the fee be set accordingly. The annual report is available on the company's website www.mowi.com.

11. Election of board members

The election period for Kathrine Fredriksen, Peder Strand and Renate Larsen expires at the annual general meeting.

The Nomination Committee proposes that Kathrine Fredriksen and Peder Strand are re-elected as board members for a two-year term and that Kjersti Hobøl and Leif Teksum are elected as new board members.

If the nominees are elected, the shareholder elected members of the Company's board will be: Ole-Eirik Lerøy (Chairperson); Kristian Melhuus (Deputy Chairperson); Kathrine Fredriksen; Peder Strand; Lisbet Karin Nærø; Kjersti Hobøl and Leif Teksum. The Nomination Committee considers all shareholder-elected board members to be independent, except Kathrine Fredriksen and Peder Strand, who are associated with Geveran Trading Co. Ltd.

The nomination committee's proposal with an explanatory statement is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.mowi.com

12. Election of members to the nomination committee

The election period for Anne Lise Ellingsen Gryte expires at the annual general meeting. The nomination committee proposes that Anne Lise Ellingsen Gryte is re-elected as a member and chairperson of the nomination committee for a two-year term.

Merete Haugli will step down from the nomination committee in connection with the general meeting. The nomination committee proposes that Peder Weidemann Egseth is elected as a new member of the nomination committee for a period a two-year term.

If the nominees are elected, the nomination committee will consist of the following members:

Anne Lise Ellingsen Gryte, Chairperson

Ann Kristin Brautaset

Peder Weidemann Egseth

The nomination committee's proposal with an explanatory statement is included in the nomination committee's enclosed recommendation. The nomination committee's recommendation is also available on the company's website www.mowi.com.

13. Authorisation to the board of directors to distribute dividends

Reference is made to the company's strategy on quarterly distribution of dividends, if deemed appropriate based on the company's financial situation. To facilitate distribution of dividends throughout the year, the board of directors proposes 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 annual general meeting in 2025, however no longer than 30 June 2025."

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

At the annual general meeting in 2023, the board of directors was authorised to purchase the company's own shares with a nominal value of up to NOK 387,833,318. The authorisation is valid until the annual general meeting in 2024, however no longer than 30 June 2024. The amount represented approx. 10% of the company's share capital at that time. The board of directors has used its authorisation to purchase 147,297 shares in the market at an average price of NOK 195.50 per share. The purchases were made in connection with the company's share purchase programme for employees.

The board of directors wishes to continue to be able to purchase the company's shares in situations where this is considered beneficial to the shareholders. The board of directors proposes that the general meeting grants a new authorisation to the board of directors to acquire shares in the company with a total nominal value of up to 10% of the company's current share capital.

The board of directors thus proposes 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 annual general meeting in 2025, however no longer than 30 June 2025."

As of this date, Mowi ASA does not hold any own shares.

15. Authorisation to the board of directors to (a) issue new shares and (b) issue convertible loans

At the annual general meeting in 2023, the board of directors was authorised 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 to issue convertible loans shall not in aggregate exceed 10% of the company's share capital. The authorisation is valid until the annual general meeting in 2024, however no longer than 30 June 2024. The amount represented approx. 10% of the company's share capital at that time.

At the annual general meeting in 2023, the board of directors was also authorised to take up convertible loans with a total principal amount of NOK 3,200,000,000. Upon conversion the company's share capital can 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 to issue new shares shall not in aggregate exceed 10% of the company's share capital. The authorisation is valid until the annual general meeting in 2024, however no longer than 30 June 2024.

The board of directors proposes to renew the authorisations, so that the share capital in each case can be increased by a nominal amount of up to NOK 387,833,318 corresponding to approx. 10% of the current share capital, provided that the combined number of shares that are issued pursuant to the two authorisations shall not in aggregate exceed 10% of the company's current share capital.

Similar to previous authorisations, the purpose of the authorisations is to provide the board of directors with financial flexibility (i) to finance further growth, (ii) to offer shares or convertible loans to finance acquisitions, (iii) to offer shares as consideration in acquisitions where this is deemed a favourable form of settlement to the company and (iv) to simplify the procedure in connection with capital increases to fulfil the company's obligations under its share option scheme for senior executives and the share purchase programme for employees.

To obtain flexibility, the board of directors proposes that the authorisations include the right to set aside the shareholders' pre-emptive rights.

(A) Authorisation to the board of directors to issue new shares

Based on the above, the board of directors proposes the following resolution:

"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 of directors 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 annual general meeting in 2025, however no longer than 30 June 2025."

(B) Authorisation to the board of directors to take up convertible loans

Based on the above, the board of directors proposes the following resolution:

"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 annual general meeting in 2025, however no longer than 30 June 2025."

_____ o 0 o _____

Registration

The general meeting will only be held as a digital meeting with electronic voting, with no physical attendance for shareholders. The details for participation are set out in a separate guide for online participation, which is available at the Company's website.

The online remote participation is being organised by DNB Bank ASA, Registrar's Department and its supplier Lumi. By participating online via Lumi shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow the live webcast. No preregistration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.

Shareholders who do not wish to participate in the online general meeting in person have the right to be represented by proxy. If so, a written and dated proxy form must be received by DNB Bank ASA Securities Service no later than 29 May 2024 at 16:00 hours (CEST). A proxy form, with instructions on how to use it, is attached as an appendix to this notice. Identity papers of both the proxy and the shareholder, and a company certificate if the shareholder is a legal entity, must be enclosed with the completed proxy form.

The proxy form may be sent electronically through the company's website www.mowi.com or through VPS Investor Services. To submit a proxy form through the company's website, the supplied PIN code and reference number must be entered. Alternatively, the forms may be sent by email to [email protected] or by ordinary mail to DNB Bank ASA Securities Services, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Proxies with voting instructions to the Chairperson of the board of directors cannot be submitted electronically, 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, Norway.

A shareholder who cannot attend the general meeting may prior to the general meeting cast a vote on each agenda item via www.mowi.com and VPS Investor Services (the supplied PIN code and reference number must be entered). The deadline for prior voting is 29 May 2024 at 16:00 hours (CEST). Until the deadline, votes already cast may be changed or withdrawn.

Pursuant to section 5-2 (1) of the Public Limited Companies Act, only shareholders in the Company five working days before the general meeting, i.e. on 23 May 2024 (the record date) are entitled to participate and vote at the general meeting.

In accordance with section 1-8 of the Public Limited Companies Act, as well as regulation on intermediaries covered by the Central Securities Depositories and Securities Settlement Act section 4-5 and related implementing regulations, notice to shareholders that hold their shares through custodians are submitted to the custodians who pass the notice on to the shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies or enrolment to the company. Such notifications must pursuant to section 5-3 of the Public Limited Companies Act, have been received by the company no later than 2 working days before the general meeting, i.e. on 28 May 2024, for such shareholders to be allowed to attend and vote.

Mowi ASA is a Norwegian public limited liability company governed by Norwegian law, including the Public Limited Companies Act and the Securities Trading Act. As of the date of this notice, the company has issued 517,111,091 shares, each of which carries one vote. The shares also carry equal rights in all other respects. As of the date of this notice, the company does not hold any own shares.

A shareholder may have items included on the agenda of the general meeting, provided that each such item is forwarded in writing to the board of directors, together with a draft resolution or arguments why the item should be included, no later than 7 days prior to expiry of the deadline for submitting a notice to the general meeting.

A shareholder may bring advisors to the general meeting and let one advisor speak on its behalf.

A shareholder may require that board members and the managing director provide available information which may influence the assessment of (i) the financial statements and the annual report, (ii) the items submitted for the shareholders' voting, (iii) the company's financial situation, including any business activities the company conducts in other companies, and (iv) other matters to be discussed by the general meeting, unless the required information cannot be provided without causing undue harm to the company.

This notice and the documents referred to herein are available on the company's website www.mowi.com. This document with appendices will be sent free of charge by ordinary mail to those shareholders who so request. If a shareholder wishes to receive the documents not enclosed with the notice by ordinary mail, the company can be contacted by telephone on +47 21 56 23 12, or by email to [email protected].

Bergen, 8 May 2024

for the board of directors in Mowi ASA

Ole-Eirik Lerøy Chairperson

Appendices:

  • 1. The nomination committee's recommendation
  • 2. Proxy form

MOWI ASA

RECOMMENDATION FROM THE NOMINATION COMMITTEE TO THE ORDINARY GENERAL MEETING 2024

The Nomination Committee (the "Nomination Committee") of Mowi ASA (the "Company") consists of the following members: Anne Lise E. Gryte (Chair), Ann Kristin Brautaset and Merete Haugli.

In accordance with section 5 of the Company's articles of association, the Nomination Committee submits its recommendation to the general meeting regarding the election of shareholder-elected members to the Company's board, the election of members to the nomination committee, and the remuneration of the board and nomination committee members. The Nomination Committee's guidelines and mandate are available on the Company's website. The instructions for the Nomination Committee were last adopted by the general meeting on 13 June 2022 and are available at https://mowi.com/investors/corporate-governance/nomination-committee/.

In the period after the ordinary general meeting in 2023, the Nomination Committee has held 20 meetings, including individual meetings with the board's chairman, the individual board members (shareholder-elected and employeeelected) and the CEO. The Nomination Committee has also consulted directly with Mowi's largest shareholders. The Nomination Committee has further reviewed the board's self-evaluation. For the purposes of facilitating that shareholders have direct access, the Nomination Committee's contact information has been available on the Company's website. The Nomination Committee has not received any input from shareholders in this period. The Nomination Committee would like to emphasise that it appreciates input from all shareholders and invites them to contact the Nomination Committee. The Nomination Committee believes it has had sufficient resources and competence available during this period.

Pursuant to the Company's articles of association, the board shall consist of six to 12 members elected for up to two years at a time. The board currently consists of six shareholder-elected members. In addition, there are three members elected by and among the employees in Norway.

Over the past year, the Nomination Committee has conducted a thorough process to assess the board, its composition and its collective competence, cf. section 7 of the Norwegian Code of Practice for Corporate Governance.

The Board of Directors

The Nomination Committee strives to balance continuity and renewal, ensuring that board members stay updated and have high competence, insight, and understanding of Mowi's business. Regarding competence, the Nomination Committee believes that the board should be diverse, covering all relevant areas of expertise, including extensive sector knowledge, finance, accounting, industry, branding, sales, marketing, and international competence. The Nomination Committee has also considered the Company's strategy and how the board composition can best support the strategy. Furthermore, the board is obligated to fulfil the gender representation requirements of the Public Limited Companies Act, which requires minimum 40 percent representation of each gender on the board. In addition to gender balance, the Nomination Committee considers it important that there is diversity among board members in terms of age, education, professional experience, and geographical experience. The Nomination Committee has particularly considered the board member's independence and capacity. Through its work and discussions held, the Committee has identified a need to strengthen the board in general c-suite and strategy experience, as well as industry competence. In the Committee's opinion, this can be achieved partly by increasing the number of board members.

The Company's board consists of the following six shareholder-elected members for the period 2023-2024: Ole-Eirik Lerøy (Chairperson), Kristian Melhuus (Deputy Chair), Kathrine Fredriksen, Lisbet K. Nærø, Peder Strand and Renate Larsen. Kathrine Fredriksen, Renate Larsen og Peder Strand are up for election on this year's general meeting.

The Nomination Committee recommends Kjersti Hobøl and Leif Teksum as new board members of the Company. The candidates should be elected for up to two years, but not beyond the annual general meeting in 2026. The Committee considers the candidates independent of the Company's executive personnel, material business connections and main shareholders.

Kjersti Hobøl has extensive CEO and board experience. She is the CEO of the retail chain Nille and is a board member of XXL, Elektroimportøren, Orkla Foods and Aspelin Ramm. Leif Teksum is a business executive with extensive experience as a board member and executive. He has over 30 years of experience from DNB, where he was amongst other responsible for the seafood sector for a period. In addition, he has board experience from, among others, Yara International, Austevoll Seafood, Selvaag Gruppen, Nordic Trustee and Rana Gruber.

The Nomination Committee believes Hobøl and Teksum have relevant experience and for the board due to their industry and leadership experience, which will bring new perspectives into the board. Renate Larsen will not stand for re-election.

Based on the above considerations, the Nomination Committee recommends the following:

  • Kathrine Fredriksen is re-elected as a board member for a period of two years;
  • Peder Strand is re-elected as a board member for a period of two years;
  • Kjersti Hobøl is elected as a board member for a period of two years; and
  • Leif Teksum is elected as a board member for a period of two years.

Consequently, the Nomination Committee proposes that the Company's board for the period 2024-2025 shall consist of the following shareholder-elected board members: Ole-Eirik Lerøy (Chairperson); Kristian Melhuus (Deputy Chair); Kathrine Fredriksen; Peder Strand, Lisbet K. Nærø; Kjersti Hobøl and Leif Teksum.

The Nomination Committee considers all board members to be independent in accordance with the Norwegian Code of Practice for Corporate Governance, except for Kathrine Fredriksen and Peder Strand, who are associated with Mowi's largest shareholder, Geveran Trading Co. Ltd.

The Nomination Committee believes that the board members provide a composition that ensures that it can safeguard the interests of the community of shareholders and that it meets the Company's needs for competence, experience, capacity and diversity.

CVs for the board members are available on the Company's website: https://mowi.com/investors/corporategovernance/leadership/.

***

Board Remuneration

The Nomination Committee has considered the level and structure of the board's remuneration. The Nomination Committee proposes an increase in the board's remuneration of approximately 5.2% for the board members and chairperson (rounded). The reason for the Nomination Committee's proposal is the desire to increase remuneration in line with the general wage inflation. The Nomination Committee has decided to recommend that the remuneration to the vice chair and the other board members shall be the same. The remuneration for the members of the audit committee is proposed to be increased correspondingly, i.e., by 5.2%, so that it follows the general development.

The Nomination Committee has looked at a representative selection of companies on the Oslo Stock Exchange, and the Company's board remuneration is in the higher percentile among the companies on the Oslo Stock Exchange. The remuneration to the employee-elected board members has in recent years been the same as for the other board members, and has thus been higher than it is for employee-elected board members in all the selected companies used as reference in this respect. Among the approximately 20 companies the Nomination Committee has used as reference, more than half differentiate on remuneration to shareholder-elected and employee-elected members, where the tendency seems to be that the employee-elected board members receive a remuneration that is about half of the shareholder-elected board members' remuneration. The Nomination Committee believes that the board remuneration is generally at the right level in light of the company's size, value and the need to attract the necessary competence and experience. The competitive aspect, however, does not apply to the employee-elected board members, which is also an election among employees in Norway and not amongst the employees globally. The Nomination Committee considers that the level of board remuneration for the employee-elected members is not in-sync with the normal salary levels in Mowi, and also out of sync with what employee-elected board members receive in remuneration in other companies on the Oslo Stock Exchange. The Nomination Committee has also emphasized that the employeeelected board members, receive salary and work remuneration from the company in addition to board remuneration, that board work can mainly be performed during working hours, and that digital board meetings limit travel time for the individual. It is important for the Nomination Committee to emphasize that the differentiation of remuneration for shareholder-elected and employee-elected board members is a result of an assessment of the competitive picture and the total compensation of the individual board member and not an expression that the employee-elected board members are not valued. The Nomination Committee is also aware that the members use parts of their free time on preparation for board meetings and meetings, etc. outside normal working hours. The board remuneration is intended to compensate for this.

On this basis, the Nomination Committee proposes to reduce the remuneration of the employee-elected board members by approximately 25% from today's remuneration. As the remuneration is reduced, the instruction to use part of the Board remuneration to buy shares in Mowi will from now on only apply to shareholder-elected board members, and not to employee-elected members of the board. In addition, the Nomination Committee proposes that deputy board members receives a fixed amount for each meeting attended.

On this basis, the Nomination Committee proposes the following to the Company's general meeting:

  1. Proposed remuneration for the board members, including employee-elected board members for the period 2024- 2025 (remuneration for the previous period in brackets):
Chairperson: NOK 1,620,000 (1,540,000)
Deputy Chair: NOK 620,000 (798,000)
Board members: NOK 620,000 (590,000)
Employee-elected board NOK 442,500 (590,000)
members:

Deputy board member: NOK 30,000 per meeting

The Nomination Committee wishes to facilitate board members' ownership of shares in Mowi, in line with the Norwegian Code of Practice for Corporate Governance, which recommends that the board be encouraged to own shares in the Company. All shareholder-elected board members should, therefore, use at least NOK 100,000 of their remuneration, less any tax on this amount, to acquire shares in the Company until the next ordinary general meeting.

  1. Proposed remuneration for members of the audit committee for the period 2024-2025 (remuneration for the previous period in brackets):
Chair NOK 168,000 (160,000)
Member NOK 110,000 (105,000)

***

Nomination Committee

The Nomination Committee is elected for a period of two years.

The Nomination Committee's chair, Anne Lise E. Gryte, is up for election this year. Anne Lise E. Gryte is proposed to be re-elected for a new period of two years. Merete Haugli will step down from the Nomination Committee in connection with the general meeting. The Nomination Committee wishes to thank Haugli for her contribution to the Nomination Committee over many years.

According to section 6 of the articles of association, the Nomination Committee shall consist of three members. The Nomination Committee proposes that Peder Weidemann Egseth is elected as a new member of the Nomination Committee for a period of two years.

Peder Weidemann Egseth is an independent business advisor for companies and players in the seafood industry, a role he recently assumed after working in Seafood Norway as a specialist responsible for tax, duties and business policy, and the Confederation of Norwegian Enterprise. Egseth also has broad political experience after working as a State Secretary and political advisor for the Office of the Prime Minister and the Conservative Party's Parliamentary Group and the Ministry of Foreign Affairs. Egseth has a bachelor's degree in finance from BI.

The Nomination Committee believes that Egseth will bring a useful perspective to its work, with his knowledge of the seafood industry and political knowledge and network.

Accordingly, the Nomination Committee proposes that the Nomination Committee for the period 2024-2025 shall consist of Anne Lise E Gryte (Chair), Ann Kristin Brautaset and Peder Weidemann Egseth.

Remuneration for the Nomination Committee

The Nomination Committee recommends that the remuneration for the Nomination Committee's members be increased in line with the increase proposed for the board members, i.e. with 5.2%. The Nomination Committee, therefore, proposes the following remuneration for its members for the period 2024-2025:

Chair NOK 126,000 (120,000)
Member NOK 68,000 (65,000)

***

***

The Nomination Committee's recommendation is unanimous.

Oslo, 5 May 2024

The Nomination Committee in Mowi ASA

Anne Lise E. Gryte

Ann Kristin Brautaset

Merete Haugli

Ref no: PIN - code:

Notice of Annual General Meeting

Annual General Meeting in Mowi ASA will be held on 30 May 2024, at 11:00 am (CEST) as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: ______________ and vote for the number of shares registered in the shareholder register in Euronext Securities Oslo (ESO) per Thursday 23 May 2024 Record date.

The deadline for electronic registration of advance votes, proxy of and instructions is 29 May 2024 at 4:00 pm (CEST).

Electronic registration

Alternatively, use the "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Step 1 – Register during the enrollment/registration period:

  • Either through the company's website www.mowi.com using a reference number and PIN code (for those of you who receive the notice by post-service), or
  • Log in through VPS Investor services; available at https://investor.vps.no/garm/auth/login or through own account manager (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" - There is no need for registration for online participation

"Advance vote" - If you would like to vote in advance of the meeting

"Delegate Proxy" - Give proxy to the Chairperson of the board of directors or another person

"Close" - Press this if you do not wish to make any registration

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiagm.com/123869064. You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00 am – 3:30 pm).

If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

Ref no: PIN-code:

(mark off):

Form for submission by post or e-mail for shareholders who cannot register their elections electronically.

The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 29 May 2024 at 4:00 pm (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate.

*Will be unsecured unless the sender himself secure the e-mail.

___________________________________shares would like to be represented at the general meeting in Mowi ASA as follows

☐ Open proxy of attorney to the chairperson of the board of directors or the person he or she authorizes (do not mark the items below)

  • ☐ Proxy of attorney with instructions to the chairperson of the board of directors or the person he or she authorizes (mark "For", "Against" or "Abstain" on the individual items below)
  • ☐ Advance votes (mark "For", "Against" or "Abstain" on the individual items below)

___________________________________________________________________

☐ Open proxy to the following person (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)

(enter the proxy solicitors name in the block letters) Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00 am – 3:30 pm) for login details.

Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board of directors' and the nomination committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.

Agenda for the Annual General Meeting 30 May 2024 For Against Abstain
1. a – Election of a chairperson
1. b – Election of person to countersign the minutes together with the chairperson
2. Approval of the notice and the proposed agenda
3. Briefing on the business No voting
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
5. The board of directors' statement regarding corporate governance No voting
6. Approval of allocation of options to the company's senior management
7. Advisory vote on the company's remuneration report for leading personnel for the financial year 2023
8. Determination of the remuneration of the board members
9. Determination of the remuneration of the members of the nomination committee
10. Determination of the remuneration of the company's auditor for 2023
11. Election of board members
a)
Kathrine Fredriksen
b)
Peder Strand
c)
Kjersti Hobøl
d)
Leif Teksum
12. Election of members to the nomination committee
a)
Anne Lise Ellingsen Gryte
b)
Peder Weidemann Egseth
13. Authorisation to the board of directors to distribute dividends
14. Authorisation to the board of directors to purchase the company's own shares
15. Authorisation to the board of directors to (a) issue new shares and (b) issue convertible loans
(A) Authorisation to the board of directors to issue new shares
(B) Authorisation to the board of directors to take up convertible loans

The form must be dated and signed

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