The Annual General Meeting is hereby called

31.03.2023

Notice of the Annual General Meeting:

Attendance form - Proxy AGM 2023:

Notice of the General Meeting in P/F Bakkafrost

The Annual General Meeting of P/F Bakkafrost is hereby called

The meeting will be held at the company’s premises at Bakkavegur 9, FO-625 Glyvrar, on Friday 28 April 2023 at 15:00 GMT.

The meeting will be held with the following agenda:

1. Election of Chairman of the Meeting

2. Briefing from the Board of Directors on the Activities of the Company in the Previous Financial Year

3. Presentation of the Audited Annual Accounts for Approval

The proposed annual report for 2022 with notes for P/F Bakkafrost and the Bakkafrost Group – which also contains the board of directors, the management’s as well as the auditor’s reports for 2022 – is available at the website of the company www.bakkafrost.com.

4. Decision on How to Use Profit or Cover Loss According to the Approved Accounts and Annual Report

The board proposes the following resolution to be passed with regard to the use of profit: ”Dividends of DKK 10.00 per share are paid to the shareholders, in total DKK 591 million. Dividends are paid to shareholders, registered in VPS as of close on 28 April 2023.
After payment of dividends, the distributable equity totals DKK 9,087 million.
The company’s shares will be listed exclusive of dividend from 2 May 2023, and the shares will have a record date on 3 May 2023.
The expected payment date is on or around 22 May 2023.”

5. Election of Board of Directors

Members of the board are elected for one year. Board members may be re-elected. According to the articles of association of the company, the election committee shall recommend the general meeting regarding the election of members of the board of directors.
The board members are Guðrið Højgaard, Annika Frederiksberg, Einar Wathne, Øystein Sandvik and Teitur Samuelsen, in addition to the chairman, who is elected directly by the general meeting.
The election committee recommends that, in addition to the chairman, Guðrið Højgaard, Annika Frederiksberg, Einar Wathne, Øystein Sandvik and Teitur Samuelsen are reelected.
The proposed board members are further described in Appendix 1, including consideration of their independence from Bakkafrost.

6. Election of Chairman of the Board of Directors

According to the articles of association of the company, the chairman of the board is elected directly by the general meeting. The Chairman of the board is Rúni M. Hansen.
The chairman of the board is elected for one year.
The chairman of the board may be re-elected. According to the articles of association of the company, the election committee shall recommend the general meeting regarding the election of the chairman of the board of directors.
The election committee of the company proposes the reelection of Rúni M. Hansen as chairman of the board of directors.

7. Decision about Remuneration for the Board of Directors, the Accounting Committee and Remuneration Committee

The election committee of the company proposes that the remuneration of the board of directors for 2023 is as follows: Board members receive DKK 245,100 per year and the chairman receives DKK 490,200 per year.
The election committee proposes that the remuneration for the accounting committee is set at DKK 50,150 per year.
The election committee proposes that the remuneration for the remuneration committee is set at DKK 25,075 per year.
8. Election of Members to the Election Committee, hereunder Election of Chairman of the Election Committee Leif Eriksrød and Eyðun Rasmussen are up for election for this general meeting. Both are considered independent of Bakkafrost. The other members of the Election Committee are considered independent, except for Rógvi Jacobsen who is not considered independent.
The election committee proposes the re-election of Leif Eriksrød and Eyðun Rasmussen.
The election committee proposes the re-election of Gunnar í Liða as chairman of the election committee.

9. Decision about Remuneration for the Election Committee

The election committee of the company proposes that the remuneration for the election committee members for 2023 is set at DKK 14,000 per year, and the remuneration for the chairman shall be DKK 28,000 per year.

10. Election of Auditor

The auditor of the company is P/F Januar, løggilt grannskoðanarvirki, Óðinshædd 13, 110 Tórshavn with Fróði Sivertsen (since 2017, except in 2021) and John M. Petersen (since 2021) as Key Audit Partners.
The board proposes the re-election of the auditor for the period until the next annual general meeting.

11. Remuneration Policy

Referring to § 10, subsection 4 in the Articles of Association, the board proposes that adopted guidelines about remuneration for the management of the company, approved at the general
meeting in 2018, remain in effect unchanged for the accounting year 2023. The Remuneration Policy is available at the website of the company www.bakkafrost.com. The Remuneration Committee is responsible for enforcing the Remuneration Policy.

12. Proposals for Amendments to the Articles of Association

According to the current Articles of Association it is stipulated, that the board constitute with a chairman and a vice-chairman. The board propose that this provision is amended so that the boar is constituted with a chairman only, and accordingly proposes that the following wording in § 11(1) is deleted “…whilst the vicechairman is appointed by the board of directors…”
Accordingly, the board propose that § 11 of the company’s Articles of Association is amended as follows: “The board of directors has the highest authority regarding the affairs of the company. The board of directors lays down more detailed rules regarding its activities in a working procedure. The chairman of the board of directors is appointed by the general meeting.
In case of parity of votes at meetings of the board of directors, the chairman shall have the casting vote.”
According to § 4B of the company’s Articles of Association the board is authorized to buy own shares on behalf of the company.
According to the Articles of Association this authorization expired on the Annual General meeting of 2022. The board proposes to renew this authorization, which shall be in force until the Annual General Meeting in 2028. According to the current Articles of Association the authorization is limited so that the board may not buy own shares exceeding 10% of the entire share capital of the company. It is proposed that this limitation is deleted.
Accordingly, the board propose that § 4B of the company’s Articles of Association is amended as follows: “In the period from 28. April 2023 until the ordinary general meeting of the company, which will be held in 2028, the board of directors is authorized to buy own shares on behalf of the company. Purchasing of own shares shall be conducted to the official rate of the shares, but the board of directors may in special circumstances deviate from the official price with up to 10%.”

Ordering of attendance forms and ballot papers

Shareholders, who wish to attend the general meeting, are kindly asked to send the attendance form, available at the company’s website www.bakkafrost.com, to P/F Bakkafrost, Bakkavegur 9, FO-625 Glyvrar, Faroe Islands, or by email to agm@bakkafrost.com, or by fax to no. +298 405009. The attendance form may also be obtained via telephone at +298 405000.

The attendance form must be received by P/F Bakkafrost no later than Tuesday 25 April 2023 at 24:00 GMT.

Admission tickets and ballot papers may also be ordered at the company’s webpage www.bakkafrost.com or the office of the company Bakkavegur 9, FO-625 Glyvrar, or on telephone at +298 405000 and/or fax no. +298 405009. The deadline for ordering admission tickets and ballot forms is Monday, 24 April 2023, at 24:00 GMT.
If you cannot participate in the meeting, you may in writing give a proxy to a third person to attend the general meeting on your behalf.

Proxy–forms for this purpose are available at the website of the company www.bakkafrost.com and the office of the company Bakkavegur 9, FO- 625 Glyvrar, Faroe Islands. Vote by proxy is conditioned upon the presentation of the proxy to the chairman of the meeting. The proxy may also be provided to the company’s board of directors. Such proxies may be sent to the chairman at agm@bakkafrost.com.

It is not possible to vote electronically at the general meeting.

According to the Articles of Association of the company, shares registered not later than one week prior to the general meeting may vote at the general meeting. Accordingly, shares, which are registered no later than 21 April 2023 at 24:00 GMT, may vote at the general meeting.

Annual Report for 2022 and agenda for the meeting with the complete proposals to be put forward

The annual report 2022 with notes for P/F Bakkafrost and the Bakkafrost Group – which also contains the board of directors, the management’s as well as the auditor’s reports for 2022 – and the agenda and the complete proposals to be put forward will be published at the website of the company www.bakkafrost.com from Friday 31 March 2023.
Requests from the shareholders of the company to have a specific item included in the agenda for the general meeting should have been put forward in writing to the board of directors of the company at the address Bakkavegur 9, FO-625 Glyvrar, Faroe Islands, or at the e-mail address agm@bakkafrost.com not later than Friday 17 March 2023 and the deadline has therefore expired. If the company receives proposals for the agenda after Friday, 17 March 2023, the board decides whether the requests have been put forward in such time that the item may be included in the plan.

Share capital, voting rights and financial institute holding accounts on behalf of the company

The company’s share capital is DKK 59,143,000 divided into 59,143,000 shares with a nominal value of DKK 1. The company owns 44,519 shares of the company. These shares do not have any voting rights.

In § 7 in the Articles of Association, it is stated that the shareholders have one vote for each DKK 1 they own in share capital.

In § 8 in the Articles of Association, it is stated: ”A shareholder may participate in the general meeting if he has requested an admission card from the company not later than 3 days prior to the general meeting. Shareholders may participate in person or together with an advisor. The shareholders of the company also have the right to participate in the general meeting by proxy, who can vote on behalf of the shareholder by presenting a written proxy. The proxy may be valid for a specified period, however not for a period longer than 1 year.
Representatives of the press and representatives for Oslo Børs have access to the general meeting.”

In § 7, subsection 2 in the Articles of Association it is stated:

“A shareholder may vote at the general meeting with shares, which are registered not later than 1 week prior to the general meeting”.

The company has appointed Nordea Bank Norge AB (publ) filial i Norge, Essendropsgate 7, Oslo, PO box 1166 Sentrum, 0107 Oslo, Norway, 983258344 MVA as holder of accounts. Shareholders may contact this financial institute to exercise their financial rights in the company.

Glyvrar, 31 March 2023

P/F Bakkafrost

For the Board of Directors

Rúni M. Hansen
Chairman of the Board

Appendix 1 – Proposed board members

RÚNI M. HANSEN
Born 1967. Faroese citizen. Mr Hansen joined Bakkafrost’s Board of Directors in 2009 and has been Chairman since. He is Executive Chairman of the industry holding company Tjaldur and Chairman of the Board of Mintra, a listed company on Oslo Euronext Growth.
Mr Hansen is a member of The UN Global Compact´s Platform for Sustainable Ocean Business. Mr Hansen has extensive experience in the seafood industry and the international energy industry. He was among other members of Equinor ́s Exploration Executive team. During his time in Equinor (former Statoil), he has been based in London, Copenhagen, Oslo and The Faroe Islands. Prior to Equinor he was in the seafood and shipping industry.

Education: MSc. in Economics and Business Administration, Copenhagen Business School. Postgraduate, Lancaster University.