The Annual General Meeting is hereby called

The Annual General Meeting is hereby called

01.04.2022

Notice of the Annual General Meeting:

Attendance form - Proxy AGM 2022:

 

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 29 April 2022 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 2021 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 2021 – 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 5.14 per share are paid to the shareholders, in total DKK 304 million. Dividends are paid to shareholders, registered in VPS as of close on 29 April 2022. After payment of dividends, the distributable equity totals DKK 8,901 million.
The company’s shares will be listed exclusive of dividend from 2 May 2022, and the shares will have a record date on 3 May 2022.
The expected payment date is on or around 20 May 2022.”


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 Johannes Jensen, 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, Annika Frederiksberg, Einar Wathne, Øystein Sandvik and Teitur Samuelsen are re-elected.
In addition, the election committee recommends electing Guðrið Højgaard as a new board member. Guðrið Højgaard holds an MSc. in Business Administration & International Marketing, and she is considered independent of the company.
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 re-election of Rúni M. Hansen as chairman of the board of directors.


7. Decision about Remuneration for the Board of Directors and the Accounting Committee
The election committee of the company proposes that the remuneration of the board of directors for 2022 is as follows:
Board members receive DKK 240,333 per year, the deputy chairman receives DKK 300,416 per year, and the chairman receives DKK 480,665 per year.
The election committee proposes that the remuneration for the accounting committee is set at DKK 49,160 per year.


8. Election of Members to the Election Committee, hereunder Election of Chairman of the Election Committee
Gunnar í Liða and Rógvi Jacobsen are up for election for this general meeting. Gunnar í Liða is considered independent of Bakkafrost while Rógvi Jacobsen is not considered to be independent. The other members of the Election Committee are considered independent.
The election committee proposes the re-election of Gunnar í Liða and Rógvi Jacobsen.
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 2022 is unchanged at DKK 12,000 per year, and the remuneration for the chairman shall be DKK 24,000 per year.


10. Election of Auditor
The auditor of the company is P/F Januar, løggilt grannskoðanarvirki, Óðinshædd 13, 110 Tórshavn with Heini Thomsen (since 2019 after cool-off period) 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 2022. The Remuneration Policy is available at the website of the company www.bakkafrost.com. The Audit Committee, which also serves as Remuneration Committee, is responsible for enforcing the Remuneration Policy.


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 26 April 2022 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, 25 April 2022, 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 22 April 2022 at 24:00 GMT, may vote at the general meeting.


Annual Report for 2021 and agenda for the meeting with the complete proposals to be put forward
The annual report 2021 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 2021 – 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 1 April 2022.
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 18 March 2022 and the deadline has therefore expired. If the company receives proposals for the agenda after Friday, 18 March 2022, 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 90,225 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 2022


P/F Bakkafrost


For the Board of Directors


Rúni M. Hansen
Chairman of the Board

Press Contacts:
Regin Jacobsen CEO
+298 23 50 01