Austevoll Seafood ASA

Item 7 a) Determination of remuneration for the Board of Directors
Determination of remuneration for the Board of Directors. Pursuant to the Norwegian Public Limited Liability Companies Act, the general meeting shall vote on remuneration for the Chair and members of the Board. In item 7 a), the Nomination Committee has proposed fees for the Board members, including a fee of NOK 600,000 for the Chair for the 2026/27 general meeting period. However, the company’s remuneration report for leading personnel states that the Chair receives a consultancy fee from Laco AS of NOK 3,675,000 and a board fee of NOK 575,000 for 2025, which is re-invoiced to Austevoll Seafood ASA. The consultancy fee is related to the work as Chair of Austevoll Seafood ASA. There is therefore a significant discrepancy between the Nomination Committee’s proposed fee for the Chair and the information presented in the Board’s remuneration report for leading personnel.

The notice of the general meeting, item 7 a), appears misleading, as the proposed fee does not represent the actual remuneration received by the Chair. This is in breach of Section 6-10 of the Norwegian Public Limited Liability Companies Act. The Chair receives remuneration beyond what is proposed by the Nomination Committee and must therefore be considered to be in conflict with good corporate governance and standard practice in listed companies, cf. the Norwegian Code of Practice for Corporate Governance (NUES), section 7. On this basis, Folketrygdfondet votes against item 7 a).

Item 11 Remuneration report for leading personnel
Folketrygdfondet votes against item 11 concerning the remuneration report for leading personnel. The remuneration report states that the Chair has received NOK 4,250,000 for work as Chair and consultancy services. Reference is made to our rationale for voting against item 7 a), and to the fact that the Chair’s remuneration is not anchored in the Nomination Committee’s recommendation.