General meetings
This document has been prepared in both Norwegian and English. In case of any discrepancy between the two versions, the Norwegian version shall prevail.
MINUTES FROM ORDINARY GENERAL MEETING IN BIOFISH HOLDING AS
On 6 June 2024 at 15:00 CET, an ordinary general meeting was held in Biofish Holding AS (the Company). The meeting was held physically at Kokstadflaten 35, 5257 Kokstad and electronically through Lumi.
The following matters were discussed:
1. Opening of the General Meeting and registration of attending shareholders
The Chair of the Board opened the general meeting. List of attending shareholders is appended hereto as Appendix 1.
In total 51,389,507 shares of the Company’s total 101,735,058 shares were represented. Thus, 50.51 per cent of the Company’s total share capital was represented.
2. Election of chairperson and person to co-sign the minutes
Torbjørn Gjelsvik was elected to chair the meeting and Johnny Duedahl was elected to co-sign the minutes together with the chairperson.
3. Approval of the notice and the agenda
The General Meeting adopted the following decision:
“The notice of and agenda for the meeting were approved.”
4. Approval of the annual accounts, and an audit report for 2023
In accordance with the proposal from the board of directors, the General Meeting adopted the following decision:
“The annual accounts together with the auditor’s report for the Company for the financial year of 2023 is approved, including the proposed disposal of the annual result as set out herein.”
5. Determination of remuneration to Board members
In accordance with the proposal from the board of directors, the General Meeting resolved that remuneration is paid to the members of the Board for their efforts during the financial year of 2024 as follows: –
– the chair of the board: NOK 300,000
– other board members: NOK 200,000
The remuneration shall be paid quarterly.
6. Approval of remuneration to the auditor
In accordance with the proposal from the board of directors, the General Meeting adopted the following decision:
The auditor’s remuneration for 2023 is approved and shall be covered as per invoice.
7. Election of Board members
In accordance with the proposal from the board of directors, the General Meeting adopted the following decision:
The Company’s Board of Directors shall comprise of the following persons:
– Torbjørn Gjelsvik (chairperson)
– Jens-Julius Nygaard (board member)
– Bent-Are Brunes Ratvik (board member)
– Kjetil Grønskag (board member)
– Margrethe Smith (board member)
In addition, the employees of the Company shall be entitled to appoint one observer to the board.
8. Election of members to the nomination committee
In accordance with the proposal from the board of directors, the General Meeting decided that a nomination committee shall be established. The following persons are elected to the nomination committee:
– Eric Jacobs (chair)
– Eirik Knutsen (member)
9. Approval of remuneration to the nomination committee
The Board of Directors propose that a remuneration of NOK 25,000 per year is paid to each of the members of the nomination committee.
10. Audit committee election
In accordance with the proposal from the board of directors, the General Meeting resolved that the audit committee shall consist of the following persons:
– Jens-Julius Nygaard (chair)
– Margrethe Smith (member)
11. Approval of remuneration to the audit committee
In accordance with the proposal from the board of directors, the General Meeting decided that a remuneration of NOK 50,000 per year is paid to each of the members of the audit committee.
12. Main office location change in the Company’s articles of association
In accordance with the proposal from the board of directors, the General Meeting decided to amend the articles of association section 2 to the following:
The registered office of the company is Kvam municipality.
The Company’s new articles of association are attached these minutes as Appendix 3.
13. Power of attorney – capital increase
The Board of Directors currently has the authority to increase the share capital without the approval of the general meeting in connection with the raising of equity for future investments within. The Company’s scope and general corporate purposes or to strengthen the Company’s capital.
In accordance with the proposal from the board of directors, the general meeting decided that the existing authorization is replaced with a new authorization to increase the share capital of the Company as follows:
(i) In accordance with section 10-14 of the Companies Act, the Board of Directors is granted an authorization to increase the Company’s share capital by up to NOK 20,347,011, equivalent to 20% of the Company’s share capital, by issuance of up to 20,347,011 shares, each with a nominal value of NOK 1.
(ii) The authorization may be used to provide the Company with financial flexibility, including, but not limited to, issuance of shares in connection with investments, acquisitions and mergers.
(iii) The authorization also comprises share capital increases against contribution in kind, etc. and share capital increases in connection with mergers pursuant to section 13-5 of the Companies Act.
(iv) The subscription price and other conditions for subscription are determined by the Board of Directors.
(v) The existing shareholders’ preferential rights to the new shares pursuant to section 10-4 of the Companies Act may be deviated from.
(vi) The authorization is valid for two years from the date of this general meeting.
(vii) The Board is authorized to amend the Company’s Articles of Association to reflect the new number of shares and share capital upon use of the power of attorney.
14. Power of attorney – acquisition of treasury shares
In accordance with the proposal from the board of directors, the general meeting decided to issue an authorization to the board of directors to purchase own shares as follows:
(i) The Board of Directors is granted authorization to acquire shares in Biofish Holding AS on behalf of the Company with a nominal value of up to NOK 20,347,011.
(ii) Shares may be acquired at minimum NOK 1.00 and maximum NOK 10.00 per share. These limitations shall be adjusted in the event of share consolidation, share splits, and similar changes to the Company’s share capital.
(iii) The shares shall be acquired through ordinary purchase on the stock exchange. The Board of Directors is otherwise free to assess how purchase and sale of shares shall be conducted.
(iv) The authority is valid for two years from the general meeting’s decision.
*****
There were no further matters on the agenda and the meeting was thus adjourned.
_________________
Torbjørn Gjelsvik
Chair of the meeting
_________________
Johnny Duedahl
Co-signer
Appendices:
Appendix 1: Register of attending shareholders
Appendix 2: Voting results
Appendix 3: Articles of association
Articles of association
This document has been prepared in both Norwegian and English. In case of any discrepancy between the two versions, the Norwegian version shall prevail.
ARTICLES OF ASSOCIATION FOR BIOFISH HOLDING AS Reg. no. 916 944 748
§ 1 Company name
The name of the company is Biofish Holding AS.
§ 2 Registered office
The registered office of the company is Kvam municipality.
§ 3 Business purpose
The business of the company is to own shares and units in other companies, including companies within the fishery and aquaculture sector, and all other associated activities. The company may acquire and sell shares and units and manage other companies through wholly or partly owned subsidiaries.
§ 4 Share capital
The Company’s share capital is NOK 101,735,058.00 divided on 101,735,058 shares each with a par value of NOK 1.
§ 5 Registration in VPS
The company’s shares shall be registered with Verdipapirsentralen ASA.
§ 6 The Board of Directors
The Board of Directors shall consist of between 3 and 7 members.
§ 7 Signatory rights
The chairman and one board member jointly sign on behalf of the Company.
The Board of Directors may grant power of procuration.
§ 8 Acquisition of shares
The shares are not subject to board approval or right of first refusal in favor of the shareholders in accordance with the private limited liabilities companies act.
§ 9 Annual General Meeting
The following matters shall be discussed and decided at the ordinary general meeting:
a) approval of the annual accounts and the directors’ report, including distribution of dividend, and
b) any other matters that, by law or pursuant to the Articles of Association, is to be discussed and decided at the ordinary general meeting.
When documents relating to matters which shall be considered in the General Meeting have been made available to the shareholders on the company’s website, legislative requirements that documents must be sent to the shareholders in printed form shall not apply. This is applicable also to such documents which, according to legislation, must be included in or attached to the notice of the General Meeting. A shareholder may nevertheless request that documents relating to matters to be dealt with at the general meeting, is sent to him/her.
The Board of Directors may decide that the shareholders may cast their vote in writing, including electronically, during a period prior to the General Meeting. The Board of Directors may establish specific guidelines for such advance voting. It must be stated in the notice of the general meeting which guidelines have been set.
Biofish Holding AS – articles of association 06 06 2024 (pdf)
Nomination committee
Eric Jacobs
Chairman
- Profile
Eirik Knutsen
Member
- Profile