Approval of the 2014 annual accounts of HAVFISK ASA and the group, and the board's report

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Adelia Porter
5 years ago
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1 PROPOSALS FOR RESOLUTIONS BY THE GENERAL MEETING Item 2.2. Approval of the 2014 annual accounts of HAVFISK ASA and the group, and the board's report The annual report which contains the annual accounts for 2014 of HAVFISK ASA and the group, and the board's annual report and the auditor's report for 2014 are available on the company's website. The Board proposes that the general meeting passes the following resolution: The general meeting approves the annual accounts for 2014 for HAVFISK ASA and the group, and the board's annual report. Item 2.3. Determination of board remuneration to members of the board and the audit committee In accordance with the proposal of the Nomination Committee, the remuneration to the Board for the period is unchanged from last year and is set as follows: NOK to the chairman of the board NOK to the deputy chairman of the board NOK to each of the other board members NOK to the chairman of the audit committee NOK to other members of the audit committee Item 2.4. Determination of Nomination Committee member's remuneration In accordance with the proposal of the Nomination Committee, the remuneration to the Nomination Committee for the period is set as follows: NOK to each of member of the Nomination Committee

2 Item 2.5. Approval of auditor's fee The board proposes that the general meeting passes the following resolution: The auditor's fee of NOK for the audit of the annual accounts for 2014 is approved Item 2.6. Consideration of the Board's statement on the determination of salary and other remuneration to leading employees of the company In accordance with section 6-16a of the public limited liability companies act, the board has prepared a statement on the determination of salary and other remuneration to the chief executive officer and the other leading employees of the company. The statement is included in note 29 to the consolidated annual accounts of the group, and can also be found at the company`s website Pursuant to section 5-6 (3) of the Norwegian Public Limited Liability Companies Act, the general meeting shall hold an advisory vote on the guidelines for determining the salary and other remuneration of the leading employees of the company, and approve any remuneration related to shares or the development of the price of the company's shares. The board proposes that the general meeting passes the following resolution. The general meeting endorses the board's statement included in note 29 to the consolidated accounts of the group. A separate statement on salaries is also available at Item 2.7. Consideration of the report on corporate governance in accordance with the Norwegian Accounting Act section 3-3 b The company is obliged to prepare a report on corporate governance in accordance with the Norwegian Accounting Act section 3-3 b. The report is included on page 80 of the annual report. The annual general meeting of the company shall consider this report, cf. the Norwegian Public Limited Liability Companies Act section 5-6 para. 4. The board proposes that the general meeting passes the following resolution. The general meeting endorses the report included on page 80 of the board's annual report.

3 Item 2.8. Election of board members The recommendation of the Nomination Committee is made available on the company's website. In accordance with the proposal of the Nomination Committee, the following persons are elected as board members of the company for an election period of two years: Frank Reite (Chair) Trine Sæther Romuld Øystein Sandvik If the general meeting approves the proposal of the Nomination Committee, the board of HAVFISK ASA will consist of the following members elected by the shareholders: Frank Reite (styreleder) Trine Sæther Romuld Ola Snøve Kari Mette Ski Øystein Sandvik In addition, the following persons will be deputy board members: Bjarne Kristiansen Item 2.9. Election of Nomination Committee members The Nomination Committee proposes that the general meeting pass the following resolution: In accordance with the proposal of the Nomination Committee, the following persons are elected as members of the Nomination Committee of HAVFISK ASA for an election period of two years: Leif-Arne Langøy (leder) Arild Støren Frick

4 If the general meeting approves the proposal of the Nomination Committee, the Nomination Committee of HAVFISK ASA will consist of the following members elected by the shareholders: Leif-Arne Langøy (leder) Gerhard Heiberg Arild Støren Frick Item 3. Authorisation to increase the share capital On 23 May 2014, the board was authorised to increase the company s share capital by up to NOK 42,323,005. This authorisation remains valid until the annual general meeting takes place on 10 April To ensure that the company s strategic goals are met in the best possible way, the board proposes that the board is granted a new authorised by the general meeting to undertake one or more capital increases in the form of private placements. The reason for this proposal is that the company could need additional capital at short notice to fund further development and possible expansion of the business, and to issue shares in settlement of part of the financing of strategic investments and acquisitions. It would accordingly be appropriate to give the board the opportunity to make a continuous assessment of and response to the need for additional capital. The purpose of the authorisation is accordingly to give the board the opportunity to raise capital through a private placement quickly and efficiently once the detailed terms and conditions for such an increase have been determined. As with the authorisation of 23 May 2014, the proposal permits the pre-emptive right of shareholders to subscribe to the new shares pursuant to section 10-4 of the Public Limited Liability Companies Act to be waived in its entirety pursuant to section 10-5 of the Act. The proposed authorisation also comprises decisions to be made in connection with mergers, cf. section 13-5 of the Act, and capital increases by non-cash payment and the right to incur special obligations on the company s behalf, cf. the Act's section The board proposes that the general meeting pass the following resolution: The board is authorised to increase the company s share capital by up to NOK 42,323,005 through subscription of new shares. This authorisation permits the pre-emptive right of shareholders pursuant to section 10-4 of the Act on Public Limited Liability Companies to be waived. The authorisation covers an increase in the capital through payments in non-monetary assets, and the right to incur special obligations on behalf of the company, cf. section 10-2 of the Act. In addition, the authorisation covers decisions on mergers pursuant to section 13-5 of the Act. The authorisation may not be exercised in the event that it triggers a mandatory licence requirement pursuant to the Act on participation in fishing or corresponding rules, or results in more than 40 per cent of the shares in the company being

5 owned by foreigners. The authorisation shall be in force from the date of the general meeting until the earlier of the time the general meeting in 2016 and 30 June Authorisation to purchase own shares On 23 May 2014 the board was authorised to purchase the company s own shares up to a total nominal value of NOK , subject to certain conditions. The authorisation has not been used, and will expire at the time of the annual general meeting on 10 April A new authorisation to purchase own shares will provide the board with necessary flexibility and alternatives, inter alia in connection with acquisitions where the consideration shall consist of shares in the company and establishing share purchase schemes for employees. The board proposes that the general meeting pass the following resolution: The board is authorised to acquire the company s own shares with a total nominal value of NOK 42,323,005, subject to the provision that the company cannot acquire its own shares if the total holding after the acquisition exceeds ten per cent of the share capital. The authorisation shall be used at the discretion of the board, including for the purchase of own shares for use in connection with acquisitions where the consideration shall consist of shares in the company and for establishing share purchase schemes for employees. The authorisation cannot be used to the extent that an acquisition triggers a mandatory licencing requirement pursuant to the Act on participation in fishing or corresponding rules, or results in more than 40 per cent of the shares in the company being owned by non-norwegians. The maximum price that can be paid per share is NOK 100, and the minimum is NOK 1. The board is free to determine how the company s own shares will be acquired and sold. The authorisation shall be in force from the date of the general meeting until the earlier of the time of the general meeting in 2016 and 30 June Authorisation to pay dividends The company's goal is to give its shareholders the best possible return. Over time, the objective is to pay a reasonable proportion of the company s net profit as dividend. According to the annual accounts for 2014 the company has obtained a net profit for In accordance with the company's policy on dividend payments, the board therefore proposes that the general meeting passes following resolution: The board is authorised to pay dividend based on the company's annual accounts for The authorisation shall be in force from the date of the general meeting until the earlier of the time of the general meeting in 2016 and 30 June 2016.

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