Expert Corporate Governance Service (ECGS)
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Mowi - AGM 29 May 2019

In general, Mowi is in compliance with the Norwegian regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 6, the board of directors seeks approval of the Company's remuneration guidelines. The proposed remuneration structure is not in line with ECGS' guidelines. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 7, the board of directors seeks approval of a LT incentive plan. ECGS does not approve of LT incentive plans that do not operate one or more challenging performance conditions. Thus, ECGS recommends to vote OPPOSE.

Under ITEM 9, approval is sought to increase the compensation of the nomination committee by more than 40%. ECGS does not approve of such significant increases without adequate justification. Since the proposal is not adequately justified, ECGS recommends to vote OPPOSE.

Under ITEM 10, the board of directors seeks approval of the auditor's remuneration. In view of the current term in office of the auditor, ECGS recommends to vote OPPOSE.

Under ITEMS 11a-11c, the (re-)election of the board of directors is proposed.In view of insufficient independent representation on the board, ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Ole-Eirik Lerøy (ITEM 11a) and Mr. Kristian Melhuus (ITEM 11c).

Under ITEM 14, the board of directors seeks authority to repurchase own shares. Even though the magnitude of the authorisation requested would meet its guidelines, ECGS notes that it is mandatory under the Norwegian Public Limited Companies Act for share repurchase authorisations covering multiple purposes, to hold a separate vote on each different purpose. Since the authority requested is proposed to cover multiple purposes, ECGS recommends to vote OPPOSE.

Finally, under ITEM 15b, the board of directors seeks authorisation to issue shares. Although the authority requested as such would meet its guidelines, ECGS is not in favour of the combination of authorities under ITEMS 15a and 15b, together corresponding to 20.0% of the Company's share capital, for unspecified beneficiaries. ECGS therefore recommends to vote OPPOSE.

Mowi ASA

Marine Harvest is a seafood company engaged in the production of farmed salmon. Co. offers fresh and processed salmon and other processed seafood to customers in 70 countries worldwide. Co. focuses on three principal types of production activities: salmon feed production in Norway, fish farming and primary processing of fish in Norway, Scotland, Canada, Chile, Ireland, and the Faroe Islands, and secondary processing of seafood in Norway, Chile, Ireland, the United States, the United Kingdom, France, Belgium, the Netherlands, Poland, the Czech Republic, Japan, Vietnam, Taiwan, and South Korea.


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