Proximar Seafood AS — AGM Information 2021

May 28, 2021

To the shareholders of Proximar Seafood AS

NOTICE OF ANNUAL GENERAL MEETING

Friday 4 June 2021 at 10:00 (CET)

The ordinary general meeting of Proximar Seafood AS is hereby convened. The general meeting is carried out digitally through a Microsoft Teams meeting. The shareholders are asked to cast their vote by a proxy (Appendix 1). See further information below.

All information about the general meeting as well as all documents to be considered at the general meeting are attached, and are also available on the following website: https://proximarseafood.com/newsarticles/annualgeneralmeeting2021.

Agenda:

1 Opening of the general meeting by the Chair of the Board

2 Election of chair for the meeting and person to co-sign the minutes

The Board proposes that Per Grieg is elected as chair of the meeting.

3 Approval of the notice and agenda

The Board proposes that the notice and the agenda be approved.

4 Approval of the annual accounts and annual report for the 2020 financial year for Proximar Seafood AS, including distribution of dividends

Reference is made to the annual report, the annual accounts, the Board's report and the auditor's statement for the financial year 2020, please see Appendix 2. The Board proposes that no dividends will be paid for the financial year 2020.

The Board proposes that the General Meeting approves the annual accounts and the annual report for the financial year 2020 for Proximar Seafood AS.

5 Approval of remuneration to the company's external auditor for 2020

The Board proposes that the remuneration of NOK 45,000 to the company's external auditor, Deloitte AS, for the financial year 2020 be approved. Information on other costs of Deloitte AS is included in note 6 to the annual accounts for Proximar Seafood AS, which is available on the company's website.

6 Election of Board Members

The Board proposes that the General Meeting votes on the proposal for the election of board members in one unified vote. The board members' period of service is proposed to be set at 2 years. Pursuant to this proposal, the Board of Directors will have the following shareholder-elected directors:

• Katrine Trovik (chairperson),
• Per Grieg,
• Espen Aubert and
• Fridtjof Falck

7 Determination of remuneration to Board Members

Reference is made to the Board's recommendation attached as Appendix 3 and available on the company's website. The Board of Directors proposes that the General Meeting approves the recommendation.

8 Election of members to the Nomination Committee

The Board proposes that the General Meeting votes on the proposal for the election of members to the Nomination Committee in one unified vote. The Nomination Committee's period of service is proposed to be set at 2 years. Pursuant to this proposal, the company will have the following members of the nomination committee:

• Helge Nielsen (leader of the committee),
• Eirik Bergh and
• Therese Log Bergjord

9 Authorisation to the Board of Directors to increase the share capital by up to 10%

In order to give the Board financial flexibility and to ensure rapid access to financing or for other general corporate purposes, the Board proposes that it is granted an authorisation to increase the company's share capital. The Board of Directors proposes that a power of attorney of up to 10% of the company's current share capital is granted.

In order to use the power of attorney in the best possible commercial way, it may be appropriate in some situations to make a private placement to investors who are not currently shareholders. It is therefore also proposed that the board of directors be authorised to deviate from the shareholders' pre-emption rights using the authorisation.

On this background, the Board proposes that the Company's General Meeting makes the following resolution on board authorisation:

1. The share capital may be increased by NOK 397,876 in total;

2. The authorisation shall apply until the Company's annual general meeting in 2022, but not further than until and including 30 June 2022;

3. The shareholders' pre-emption rights may be waived, cf. Section 10-5 of the Norwegian Limited Liability Companies Act;

4. The authorisation includes an increase in capital in assets other than money or the right to incur special obligations on the Company.

5. The Company's shares shall not be of various share class;

6. The authorisation does not include a decision on a merger pursuant to Section 13-5 of the Norwegian Limited Liability Companies Act.

10 Amendments to the Articles of Association

The Board proposes that the General Meeting adopts the following amendments to the Articles of Association:

§ 6 Board of directors

The Board proposes that the articles of association's signature provisions be amended from:

"The signatory rights of the company are held by the General Manager alone, or two of the board members jointly."

into

"The signatory rights of the company are held by the General Manager and a board member jointly, or two of the board members jointly."

§ 7 General meeting

The Board proposes that the following addition be made in the articles of association's provision on general meetings:

"Documents concerning matters to be considered at the general meeting do not need to be sent to the shareholders if the documents are available on the company's website. This also applies to documents which by law shall be included in or appended to the notice of the general meeting. A shareholder may nevertheless request that documents concerning matters to be considered at the general meeting be sent."

The articles of association updated in accordance with the suggestions above is attached as Appendix 4.

***

DIGITAL MEETING – REGISTRATION OF ATTENDANCE

The company has decided to hold this year's annual general meeting as a digital meeting. All shareholders are invited to participate online. There will be no opportunity for physical attendance this year due to the COVID-19 situation. Shareholders who want to attend and have the opportunity to ask question at the General Meeting via video, are asked to notify the Company by email to pkg@proximarseafood.no by 3 June 2021 at 16:00 (CET). Such shareholders will then receive an invitation via Microsoft Teams. Shareholders who attend the General Meeting via Teams will not be able to cast their votes directly at the General Meeting. Consequently, these shareholders are asked to cast their vote by a proxy. For further information see below.

PROXY

Shareholders wishing to vote at the annual general meeting may send an proxy form (i) by e-mail to genf@dnb.no or (ii) by mail to DNB Bank ASA, Verdipapirservice, Postboks 1600 Sentrum, 0021 Oslo, Norway. The proxy form must be received by DNB Bank ASA by Thursday 3 June 2021 at 16:00. A proxy form with and without instructions has been distributed to the shareholders as an appendix to this notice. Identification for the shareholder or a company certificate (certificate of incorporation) if the shareholder is a legal person, must be attached to the proxy form.

SHAREHOLDERS' RIGHTS IN CONNECTION WITH GENERAL MEETINGS

Shareholders have the right to submit matters to the agenda of the general meeting, provided that such proposals are sent in writing to the board with a proposal for a resolution or justification for why the matter should be on the agenda of the general meeting, no later than 7 days before the general meeting is to be held. Shareholders have the right to bring an advisor to the general meeting and allow the adviser to speak on behalf of the shareholder. Shareholders have the right to prepare proposals for decisions on matters on the agenda for the general meeting, and to require board members and the general manager to provide available information on matters that may affect the assessment of (i) the approval of the annual accounts and the annual report; (ii) matters submitted to shareholders for decision; and (iii) the company's financial position, including the activities of other companies in which the company participates, and (IV) other matters to be dealt with by the general meeting, unless the information required cannot be provided without disproportionate harm to the company.

PROXIMAR SEAFOOD AS - NUMBER OF VOTING SHARES

Proximar Seafood AS is a limited company subject to Norwegian legislation. Each share has one vote and the shares also have equal rights. There are a total of 39,787,650 shares in Proximar Seafood AS as of the date of this notice. The total number of voting shares is thus 39,787,650.

OTHER CONDITIONS

This notice, other case documents and the company's articles of association are available on the company's website. If the notice and other case documents are requested to be sent, the inquiry can

be directed to: Proximar Seafood AS, by CFO, Pål Grimsrud: pkg@proximarseafood.no. A proxy form for the general meeting has been distributed to the shareholders together with this notice.

Bergen, 28th of May 2021

Per Grieg

Chairman

Overview of attachments to this notice, also available on the company's website:

• Appendix 1 Proxy Form
• Appendix 2 Annual accounts, Board of directors' report and the auditor's statement for the financial year 2020
• Appendix 3 The Board of director's recommendation regarding remuneration to the board
• Appendix 4 Articles of association updated in accordance with the suggestions in item 10

Notice of Annual General Meeting

Meeting in Proximar Seafood AS will be held on 4 th June 2021 at 10:00 a.m. (CET).

The shareholder is registered with the following amount of shares at summons: ________________ and vote for the number of shares owned per Record Date: 3 rd June 2021

IMPORTANT MESSAGE:

Due to the outbreak of the corona virus Covid-19 shareholders are encouraged to abstain from appearing in person at the general meeting, but rather participate by means of advance votes or by granting a proxy. Shareholders not enrolled by the set registration deadline, may be denied attendance. Shareholders should note that additional information on proceedings of the meeting may be given on short notice and announced on the Company's profile on www.newsweb.no and the Company's website.

Deadline for registration of attendance, advance votes, proxy or instructions: 3 rd June 2021 at. 4:00 p.m

Notice of attendance

The General Meeting will not be held as a physical meeting. Shareholders who wish to attendand ask questions at the General Meeting vi video are asked to notify the Company by e-mail to pkg@proximarseafood.no by the deadline set above. Such shareholders will then receive an invite via Microsoft Teams.

Shareholders who attend the General Meeting via Teams will not be able to cast their votes directly at the General Meeting. Consequently, these shareholders are also asked to cast their votes in advance of the General Meeting or provide the Chair of the Board a proxy, with or without voting instructions (see below).

Proxy without voting instructions for Annual General Meeting of Proximar Seafood AS If you are unable to attend the meeting, you may grant proxy to another individual.

This form is to be sent by E-mail to genf@dnb.no, or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. If the shareholder is a Company, the Company's Certificate of Registration must be attached to the proxy.

The undersigned: _________________________________

hereby grants (if you do not state the name the proxy holder, the proxy will be given to the Chair of the Board of Directors)

the Chair of the Board of Directors (or a person authorised by him or her), or

_______________________________________________________________________________

(Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the Annual General Meeting of Proximar Seafood AS on 4 th June 2020.

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

Proxy with voting instructions for Annual General Meeting in Proximar Seafood AS

Proxies with voting instructions can only be registered by DNB, and must be sent to genf@dnb.no (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 3 rd June 2021 at 4:00 p.m. If the shareholder is a Company, the Company's Certificate of Registration must be attached to the proxy.

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

The undersigned: ___________________________________

hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Annual General Meeting of Proximar Seafood AS on 4 th June 2021.

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

Agenda for the Annual General Meeting 2021	For	Against	Abstention
2. Appointment of chairperson and election of person to co-sign the minutes of the general meeting			
3. Approval of the notice of the meeting and the agenda			
4. Approval of the annual accounts and the Directors' report for the financial year 2020 for Proximar Seafood AS and the group, including distribution of dividend.			
5. Approval of remuneration to the auditor for 2020			
6. Election of board members			
6.1 Katrine Trovik (chairperson)			
6.2 Per Grieg			
6.3 Espen Aubert			
6.4 Fridtjof Falck			
7. Remuneration to the board members			
8. Election of members to the nomination committee			
8.1 Helge Nielsen			
8.2 Eirik Bergh			
8.3 Therese Log Bergjord			
9. Authorization to the board to increase the share capital up to 10%.			
10. Adjustments to the articles of association			
10.1 Adjustment of the provision § 6 Signature			
10.2 Adjustment of the provision § 7 General meeting			

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