MINUTES ORDINARY GENERAL MEETING 2011 MARINE HARVEST ASA

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1 MINUTES OF ORDINARY GENERAL MEETING 2011 MARINE HARVEST ASA On 9 May 2011 at 2.30 p.m., the ordinary general meeting of Marine Harvest ASA was held in Shippingklubben, Haakon VIIs gt. 1, 0112 Oslo, Norway. Shareholders representing 196,563,321 shares as well as shareholder representatives representing 1,365,765,570 shares, attended. Thus, a total of 1,562,328,891 shares were represented at the general meeting. This represented approximately 43.7% of the company s outstanding shares. Ole-Eirik Lerøy, chairman of the board, Alf-Helge Aarskog, CEO, Jørgen K. Andersen, CFO, Eirik Moe, the company s auditor, and attorney-at-law Erling Lind, the chairman of the nomination committee, were present. The general meeting was opened by Ole-Eirik Lerøy, chairman of the board. He stated that the negotiations would be carried out in Norwegian. The meeting had the following agenda: 1. ELECTION OF A CHAIRPERSON TO PRESIDE OVER THE MEETING AND AN INDIVIDUAL TO SIGN THE MINUTES TOGETHER WITH THE ELECTED CHAIRPERSON Ole-Eirik Lerøy was elected chairperson. Ann Kristin Brautaset was elected to sign the minutes together with the chairperson. The elections were unanimous. 2. APPROVAL OF THE NOTICE AND PROPOSED AGENDA The notice of general meeting distributed on 18 April 2011 containing a proposed agenda for the general meeting, was unanimously approved. The chairperson then declared the general meeting lawfully convened. 3. BRIEFING ON THE BUSINESS Alf-Helge Aarskog, CEO, provided a briefing on the business of the Marine Harvest Group. Questions from the shareholders were answered. 4. APPROVAL OF THE ANNUAL ACCOUNTS AND THE BOARD ANNUAL REPORT FOR 2010 FOR MARINE HARVEST ASA AND THE MARINE HARVEST GROUP Jørgen Andersen, CFO, provided a review of the main points in the board s proposed annual accounts for the company and group for Reference was made to the board s and the auditor s statements included in the company s annual report for M /1/ /EL 1

2 The board's proposed annual accounts for Marine Harvest ASA and the Marine Harvest Group and the board's report for 2010 are approved. The resolution was passed by 1,562,102,409 votes in favour. 226,482 shares voted against. 5. ALLOCATION OF THE RESULT FOR THE FINANCIAL YEAR 2010 AND DIVIDEND DISTRIBUTION Reference was made to the board s proposed allocation of the result for the financial year 2010 and dividend distribution. It was stated that the amount transferred from other equity was NOK 5 million higher than reflected in the annual accounts for This was due to the effect of the recent capital increase related to the implementation of the company s share price-based bonus scheme for senior executives. Marine Harvest ASA s profit for the financial year 2010 of NOK 2,363,000,000, together with NOK 502,000,000 transferred from other equity capital, in total NOK NOK 2,865,000,000, (NOK 0.80 per share), is distributed as dividend to the Company s shareholders registered in the Norwegian Central Securities Register as of 9 May 2011." The resolution was unanimous. 6. AUTHORITY TO THE BOARD TO PURCHASE THE COMPANY S SHARES The board s proposal as stated in the notice was presented and substantiated. "The board is, pursuant to Section 9-4 of the Public Limited Companies Act, authorised to purchase and hold shares in the Company up to a maximum total nominal par value of NOK 268,585,000, which equals approx. 10% of the current share capital. The shares may be purchased at a maximum price of NOK 12 per share and a minimum price corresponding to their nominal value, NOK 0.75 per share. The authority covers all forms of acquisition of shares in the Company and the encumbering of these per agreement. Shares purchased in accordance with this authority may be divested in any way, including sales in the open market and as consideration in transactions. The general principles of equal treatment shall always be observed in relation to transactions with shareholders based on the authority 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. This authority shall remain valid until the next annual general meeting, however no longer than 1 July 2012." The resolution was passed by 1,553,012,173 votes in favour. 9,314,718 shares voted against. 2,000 shares refrained from voting. 7. AUTHORITY TO THE BOARD TO RESOLVE TO INCREASE THE SHARE CAPITAL The chairman of the board began by stating that the board, based on various feedback from major shareholders, had decided to adjust the proposals made in items 7 and 8 of M /1/ /EL 2

3 the agenda so that the proposed authority to increase the Company s share capital was reduced to a maximum of 179,057,000 shares representing approximately 5% of the outstanding share capital, whereas the proposed authority to raise convertible bond loans was reduced to a maximum par value of NOK 3,200 million at the most, convertible to 640 million new shares with a total par value of NOK 480 million. The board s adjusted proposal was then referred to and substantiated: "The board is, pursuant to Section of the Public Limited Companies Act, authorised to increase the Company s share capital by issuing new shares with a total par value of up to NOK 134,292,750 represented by up to 179,057,000 shares, each with a par value of NOK The authority can be used as a basis for one or several capital increases. The subscription terms for new shares issued pursuant to this authority shall, within the limits stated herein, be set by the board. This authority includes the right to set aside the shareholders pre-emption right to subscribe for new shares pursuant to Section 10-4 of the Public Limited Companies Act. The board may decide that the consideration to be paid by subscribers in capital increases resolved on the basis of this authority may consist of other assets than cash and/or by set-off. The authority includes the right for the board to let the Company, in connection with a capital increase, assume special obligations under Section 10-2 of the Public Limited Companies Act. If settlement of a subscription shall be made by transferring assets other than cash to the Company, the board may decide that such assets shall be transferred directly to a subsidiary subject to a corresponding settlement taking place between the subsidiary and the Company. The authority also applies to capital increases in connection with mergers pursuant to Section 13-5 of the Public Limited Companies Act. The authority includes the right and obligation to change article 4 of the articles of association in accordance with the amount of any capital increase(s) resolved on the basis of the authority. The term of this authority shall be from the date of its approval and until the annual general meeting in 2012, however no longer than 1 July The resolution was passed by 1,558,594,779 votes. 3,734,112 shares voted against the proposal. One shareholder asked the board, when considering the use of authorities, to also take into account the interests of the minor shareholders. 8. AUTHORITY TO THE BOARD TO RAISE LOANS WHICH GIVE THE CREDITORS A RIGHT TO DEMAND THE ISSUE OF SHARES AS SETTLEMENT The board s adjusted proposal was referred to and substantiated. The board is, pursuant to Section 11-8 of the Public Limited Companies Act, authorised to take up loans on terms which give the creditors a right to demand that shares are issued by the Company as settlement of their claim for repayment within the following limits: i. the total principal amount for such loans shall not exceed NOK 3,200 million; M /1/ /EL 3

4 ii. iii. iv. the number of shares to be issued in settlement of such loans shall not exceed 640 million, representing an increase in the Company s share capital of maximum 480 million; the board shall set the other terms for such loan; the authority includes the right to set aside the shareholders pre-emption rights to subscribe to such loans pursuant to Section 11-4 of the Public Limited Companies Act; v. the authority is valid until the ordinary general meeting in 2012, however no longer than 1 July The resolution was passed by 1,142,080,849 votes. 279,632,542 shares voted against the proposal, and 140,615,500 shares refrained from voting. 9. CHANGE IN THE ARTICLES OF ASSOCIATION The board s proposal to move the Company s head office from Oslo to Bergen, included in the notice, was referred to and substantiated. Subsequently, the general meeting decided to change article 2 of the articles of association to read: "The registered address of the Company shall be in the municipality of Bergen." The resolution was passed by 1,562,128,891 votes. 200,000 shares voted against the proposal. 10. DETERMINATION OF FEES Subsequently, the general meeting resolved that the directors shall receive the following fees for their work in the period 2010/2011: The chairman of the board NOK 750,000 The deputy chairman of the board NOK 350,000 Directors NOK 275,000 The resolution was passed by 1,559,937,720 votes. 2,189,171 shares voted against the proposal, and 202,000 shares refrained from voting. 11. ELECTION OF DIRECTORS The following persons were elected to the board with the stated election periods: Ole-Eirik Lerøy, re-elected for 2 years Leif Frode Onarheim, re-elected for 2 years Mike Parker, elected for 2 years Ole-Eirik Lerøy was elected chairman of the board, and Leif Frode Onarheim was elected deputy chairman of the board. The resolution was passed by 1,476,422,194 votes. 78,414,664 shares voted against the proposal, and 7,492,033 shares refrained from voting. M /1/ /EL 4

5 12. ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE AND DETERMINATION OF REMUNERATION TO ITS MEMBERS Arne Hjeltnes was elected as a new member of the nomination committee after Yngve Myhre for a period of 2 years. Merete Haugli was re-elected for a period of 2 years. The resolution was made by 1,559,131,362 votes. 2,997,529 shares voted against the proposal, and 200,000 shares refrained from voting. The general meeting resolved that the members of the nomination committee shall be remunerated as follows for their work in the period 2010/2011: The chairman of the committee NOK 60,000 Members of the committee NOK 30,000 The resolution was passed by 1.559,131,362 votes. 2,997,529 shares voted against the proposal, and 200,000 shares refrained from voting. 13. ELECTION OF AUDITOR The board proposed to re-elect Ernst & Young as auditor of the Company. The reason why this was put on the agenda was that the Company, during the course of 2011, had considered alternative suppliers. The process resulted in the proposal. "Ernst & Young AS is re-elected as the Company s auditor. The chairman of the board stated that the auditor had asked for a remuneration of NOK 1.7 million for the audit in The general meeting supported this. The resolution was passed by 1,262,917,362 votes. 158,203,388 shares voted against the proposal, and 141,208,141 shares refrained from voting. 14. STATEMENT ON THE DETERMINATION OF SALARY AND OTHER REMUNERATION FOR SENIOR EXECUTIVES The general meeting passed the following resolution: The general meeting notes the statement relating to the salary and other compensation paid to senior executives in 2010 and supports the principles for determination of the same which the board intends to apply for the financial year The resolution was passed by 1,556,570,772 votes. 5,551,419 shares voted against the proposal, and 206,700 shares refrained from voting. There was no further agenda. Ole-Eirik Lerøy Chairperson Ann Kristin Brautaset M /1/ /EL 5