Board of Directors proposes AGM to shorten share buyback period to 1 year; details on board changes, audit committee independence, and remuneration policy.

With reference to the announcement made 27 March 2023 regarding Notice of the Annual General Meeting 30 April 2024.

As a response to feedback from shareholders, The Board of Directors intend to change the previously announced proposed amendment to § 4B in the Articles of Associations, to reduce the proposed mandated period to 1 year from the previously proposed 5 years.

Consequently, the board propose that § 4B of the company’s

Articles of Association is amended as follows:

“In the period from 30. April 2024 until the ordinary general meeting of the company, which will be held in 2025, 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%. The company may not own more than 10% of the entire share capital of the company.”

Additional information on the independency of the audit committee:

The audit committee is elected by the board of directors and is currently consisting of Rúni M. Hansen (chair), Øystein Sandvik and Teitur Samuelsen. Following the AGM on 30 April 2024, the board of directors intends to replace Rúni M. Hansen as member of the audit committee with an independent member from the board, hereby ensure majority of independent members in the audit committee.

Additional information on the reason for adding one more member to the board of directors:

The election committee suggests electing Alf-Helge Aarskog as an additional board member, which will raise the number of board members from 6 to 7. As a result, the proportion of female board members will decrease from 33% to 29%. This is however a temporary situation as Øystein Sandvik plans to step down from the board of directors at the AGM in 2025. 

Additional information on the remuneration policy

Bakkafrost’s remuneration policy is unchanged since 2018. The policy is a high-level policy, setting the overall purpose and boundaries for remuneration to management.

In the integrated annual report, more details are disclosed regarding remuneration to the management as well as employees in general. Going forward, starting from next year, Bakkafrost will publish a separate Remuneration Report, to clarify the remuneration policy and how this is enforced.

One such element already disclosed in the integrated annual report for 2023, is Bakkafrost’s share-based bonus system for all employees, including the management. This aligns employee incentives with shareholder’s interest by using KPI’s like adjusted Earnings per share, EBIT as well as sustainability KPI’s (survivability and feed conversion ratios) to determine the size and distribution of bonuses. All bonus is delivered as shares, hence making all employees shareholders, and long-term incentives are secured by awarding a part of the bonus shares as restricted shares, which are released to the employees in the 3rd year after being awarded, but only if they are still employed with the company at that time. For the Group Management 50% of the total bonus is delivered as restricted shares only to be released 3 years later, contingent on continuous employment.

Contacts:

• Regin Jacobsen, CEO of P/F Bakkafrost: +298 235001 (mobile)
• Høgni Dahl Jakobsen, CFO of P/F Bakkafrost: +298 235060 (mobile)