MINUTES OF ORDINARY GENERAL MEETING IN MARINE HARVEST ASA

Transcription

1 MINUTES OF ORDINARY GENERAL MEETING IN MARINE HARVEST ASA On 13 June 2007, the annual general meeting of Marine Harvest ASA was held at Felix Konferansesenter, Bryggetorget 3, Oslo. Agenda: 1. OPENING OF THE MEETING REGISTRATION OF SHAREHOLDERS ATTENDING The general meeting was opened by the Chairman of the Board, Svein Aaser. A list of attending shareholders was made. The chairman announced the number of shares represented in the general meeting. The list is enclosed to the minutes. 2. ELECTION OF A PERSON TO CHAIR THE GENERAL MEETING AND A PERSON TO CO-SIGN THE MINUTES Svein Aaser was unanimously elected to chair the general meeting. Nils Bastiansen was unanimously elected to co-sign the minutes together with the chairman. 3. APPROVAL OF THE NOTICE OF THE MEETING AND THE AGENDA The notice of general meeting and agenda was approved unanimously. 4. APPROVAL OF THE ANNUAL ACCOUNTS AND THE DIRECTORS REPORT FOR 2006 CEO Atle Eide gave a presentation of the Company's activities in 2006 and so far in 2007 and the main items of the annual accounts and the directors report for The report of the auditor was presented. Questions from the shareholders, notably representatives of "Living Ocean Society", Bob Chamberlain and Brian Gunn, were taken. Subsequently, the general meeting decided unanimously to approve the annual accounts and directors report for Marine Harvest ASA for RECOMMENDATION TO RESOLUTION RECEIVED FROM SHAREHOLDER This item on the agenda was, following a proposal from the chairman, referred to and combined with item 7 on the agenda. 6. ADVISORY VOTE ON THE GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES The chairman presented the board's proposal. Nils Bastiansen from Folketrygdfondet commented that a maximum limit for the remuneration payable to management should have been included in the guidelines. When this was not the case, Folketrygdfondet would vote against the board's proposal. The general meeting passed the following resolution: The general meeting approves the Board of Directors statement on salary and other remuneration to senior executives. The resolution was passed with 1,572,656,803 votes against 186,586,599 votes. Protocol from AGM

2 7. APPROVAL OF THE BOARD OF DIRECTOR S PROPOSED OPTION PROGRAMME The proposal from Net Pure Salmon, originally included under item 5 on the agenda, was referred by their representative, Bartlet Nailor. The chairman stated that the board agreed with the proposal in principle but that the board wished to have a certain flexibility in extreme situations. Net Pure Salmon's proposal was thereafter put to a vote. The proposal was supported by 114,345,425 votes. 1,645,330,256 shares voted against the proposal. The proposal was accordingly not approved. The board's proposal was thereafter presented by the chairman. Folketrygdfondet's representative informed the meeting that they would vote against the proposal as a consequence of the program not having any maximum limit expressed by way of an amount. It was therefore not possible to consider the extent of the value transfer from the shareholders the program could result in. The general meeting proceeded to resolve as follows: The general meeting grants the Board of Directors a power of attorney to launch an option programme for the company s senior executives with an allocation limit of maximum 35 million share options per year, in which one option in principle entitles the holder to one share. The option programme shall remain in force for three years. The option programme supplements the senior executives fixed salaries, as well as any other bonus schemes. The Board of Directors decides which senior executives in the group who shall included by the option programme, and is in charge of the distribution between them. The Board of Directors has a power of attorney to enter into agreements on options in accordance with the terms stated in this resolution. The Board of Directors cannot further delegate this power of attorney. The redemption price of the options shall be set at percent of the market rate at the time of allocation (the Redemption Price) based on the average rate in the market the last five days before the allocation takes place. Allocation of options to the company s senior executives shall take place upon the Board of Directors discretion. When exercising discretion, the Board of Directors shall consider the following: Development of the company s result, with particular emphasis on the development of the company s EBIT margins in relation to other, comparable companies Development of the total return (share price and dividend, estimated so that any repurchases of own shares is regarded as distribution of dividend) compared to the company s competitors Implementation of major integration or sales processes The Board of Directors decides how the various aspects of the allocation shall be emphasised. The redemption price of allocated options cannot be adjusted downwards. The option shall normally not be exercisable until three years after the allocation date, and shall lapse if the employee s employment in the company is discontinued, irrespective of why. In special cases, and when establishing the option programme for the first time, the Board of Directors may derogate from this. The options cannot be sold or transferred to others. Upon redemption, up to half of the option value shall be paid in cash to cover any tax claims. The remaining part shall be invested in shares in the company. When the options are redeemed, the company may, as decided by the Board of Directors, let the option holders purchase own shares owned by the company, subscribe for new shares or settle the entire, or parts of, the option value in cash. The option holders are entitled to receive values equivalent to the value of the options at the time of redemption. Shares are subscribed for or purchased at Redemption Price. Shares being subscribed for or purchased in accordance with the option programme shall have a lock-in period of one year from the time when the capital increase is registered or transferred to Protocol from AGM

3 the option holder s VPS account. The Board of Directors may derogate from the lock-in period if special circumstances so require. 114,449,425 shares voted against the proposal while the remaining shares supported the same. 8. APPROVAL OF INSTRUCTIONS TO THE NOMINATION COMMITTEE The chairman presented the board's proposal. Folketrygdfondet's representative proposed that the proposal by the board was amended so as to delete the following sentence: "Maximum one member of the nomination committee can be a member of the board." The chairman then proposed that the instructions were approved as amended by Folketrygdfondet's proposal. The proposal was approved against 152,770 votes. 9. DETERMINATION OF THE REMUNERATION PAYABLE TO THE NOMINATION COMMITTEE The remuneration payable to the Nomination Committee for the period 2006/2007 was unanimously set at NOK for the chairman and NOK for the members. 10. DETERMINATION OF THE REMUNERATION PAYABLE TO THE BOARD OF DIRECTORS The remuneration payable to the Board of Directors for the period 2006/2007 was unanimously set at NOK for the Chairman of the Board and NOK for the directors. Furthermore, the general meeting resolved that 50% of the estimated director s fees for the period 2007/2008 shall be paid on account as of 31 December The estimate of the amount to be paid shall be based on the same rates as for the period 2007/2008. However, the Vice Chairman of the Board s remuneration is set at NOK Final approval of the directors' fees shall take place at the Annual General Meeting in The resolution was passed unanimously. 11. APPROVAL OF THE AUDITOR S FEE The general meeting passed the following resolution: The auditor s fee for the financial year 2006 was set at NOK for audit services and NOK for other services. The resolution was passed with 1,687,002,957 votes in favour, 72,361,174 votes against. 12. ELECTION OF NOMINATION COMMITTEE MEMBERS The general meeting elected the following members to the company s Nomination Committee: Gabriel Smith (Chairman) Erling Lind Yngve Myhre Smith was elected for a period of one year, whereas Lind and Myhre were elected for a period of two years. The resolution was passed with 1,758,484,058 votes in favour and 1,191,623 against. 13. ELECTION OF DIRECTORS It was reported that Arne Hjeltnes and Jon Gunner Pedersen had withdrawn from the company s Board of Directors. Protocol from AGM

4 No directors were standing for election. Cecilie Fredriksen was elected personal deputy board member for Tor Olav Trøim. The resolution was passed unanimously. 14. AMENDMENT TO 5 OF THE ARTICLES OF ASSOCIATION In accordance with the Board of Directors proposal, the general meeting resolved to amend 5 of the Articles of Association to read: The Company s Board of Directors shall consist of from six to 12 directors. Directors are to be elected for two years at a time. The chairman and vice chairman are to be elected by the general meeting. The resolution was passed unanimously. Subsequently, Leif Frode Onarheim was elected Vice Chairman of the Board. The resolution was passed unanimously. 15. AMENDMENT TO 5A OF THE ARTICLES OF ASSOCIATION In accordance with the Board of Directors proposal, the general meeting resolved to amend 5A by renumbering it 6 and renumbering the subsequent articles as to read: The company is to have a Nomination Committee consisting of a total of three members who are to be elected by the general meeting. The Nomination Committee s chairman is to be elected by the general meeting. The Nomination Committee s members are to be elected for two years at a time. The Nomination Committee is to present its recommendations to the general meeting. The Nomination Committee s recommendations shall also contain proposals regarding remuneration to the directors. The general meeting may determine more detailed guidelines for the Nomination Committee s work. The resolution was passed unanimously. 16. AUTHORISATION OF THE BOARD TO ISSUE SHARES The chairman presented the board's proposal. Some shareholders, notably Folketrygdfondet, commented that the scope of the authority was too wide. The authority should have been limited to 10% of the share capital. The general meeting proceeded to pass the following resolution: The general meeting decides, pursuant to section of the Norwegian Public Limited Companies Act, to authorise the Board to increase the share capital by up to NOK by the issurance of up to shares, each with a nominal value of NOK The increase in share capital in accordance with the authorisation is to be carried out in the way and on the date that the Board finds the most expedient at any time based on the company s and shareholders best interests. The authorisation may be used once or several times up to the stated amount. The authorisation entitles the Board to waive the shareholder s pre-emptive right to new shares in accordance with section 10-4 of the Norwegian Public Limited Companies Act. The authorisation covers mergers and demergers, of sections 13-5 and 14-6 of the Public Limited Companies Act. Payments for the shares may be made in assets other than money. The Board is to determine the more detailed subscription terms and conditions, including the subscription price, and make any amendments to the Articles of Association that are necessary as a result of increases in capital based on the authorisation. The authorisation is to apply until the date of the Company s annual general meeting in 2008, but not for longer than until 30 June The authorisation replaces previous share-issue authorisations to the Board that have not expired. The resolution was passed with 1,620,089,427 against 139,586,254 votes. Protocol from AGM

5 17. AUTHORISATION TO ACQUIRE THE COMPANY S OWN SHARES In accordance with Board of Directors proposal, the general meeting passed the following resolution: The Board is authorised to acquire the Company s own shares on behalf of the Company, including establishing a consensual charge on the Company s own shares, for a total nominal amount of up to NOK , equal to 10 percent of the current share capital. The highest amount that can be paid per share is NOK 12 and the lowest is NOK 3. The acquisition and sale of the Company s own shares may take place as the Board finds expedient, although not by subscribing for own shares. General principles governing the equal treatment of shareholders and the prohibition against giving shareholders and unreasonable advantage at the expense of other shareholders must be complied with by the Board. Should the Company s own shares be sold, the authorisation also covers the purchase of new shares to replace those sold as long as the total shareholding of own shares does not exceed the 10 percent limit. The authorisation shall apply until the date of the Company s annual general meeting in 2008, but not for longer than until 30 June This authorisation replaces previous authorisations to purchase the Company s own shares. The resolution was passed with 1,758,599,181 against 1,076,500 votes. 18. AUTHORISATION TO ISSUE NEW SHARES LINKED TO EMPLOYEE OPTIONS The chairman presented the board's proposal. Folketrygdfondet's representative referred to the explanation of its vote in relation to item 7 on the agenda and informed the meeting that they would vote against the proposal. The general meeting then proceeded to pass the following resolution: In accordance with the Board s proposal, the general meeting decided, pursuant to section of the Public Limited Companies Act, to authorise the Board to increase the share capital by up to NOK through the insurance of up to shares to employees in accordance with existing and future option contracts. This authorisation does not cover mergers or demergers, of section 13-5 and 14-6 of the Norwegian Public Limited Companies Act. Payments may not be made in assets other than money. An increase in share capital in accordance with the authorisation is otherwise to be carried out in the way and on the date that the Board finds most expedient based on the company s and shareholders best interest. The authorisation may be used once or several times up to the stated amount. The authorisation entitles the Board to waive the shareholders pre-emptive right to new shares pursuant to section 10-4 of the Public Limited Companies Act. The Board is to determine the more detailed subscription terms, including the subscription price, and make any amendments to the Articles of Association that become necessary as a result of increases in capital pursuant to the authorisation. The authorisation is to be valid until the date of the Company s annual general meeting in 2008, but not for longer than until 30 June The authorisation replaces previous share-issue authorisations to the Board linked to employee options. The resolution was passed with 1,645,446,256 against 114,229,425 votes. ***** There was no further agenda, and thus the general meeting was adjourned. Svein Aaser Nils Bastiansen Annexes: Annex 1: List of participating shareholders. Protocol from AGM

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