Marine Harvest Group share option scheme – Fishfarmer Magazine

Marine Harvest Group share option scheme 26 June, 2014 –

AT the MHG 2014 annual general meeting, approval was given of the issue of 1.5m options under the Share Option Scheme for Senior Executives (scheme).

The options have a strike price corresponding to 107.5% of the volume weighted average share price on OSE the day of the AGM, being NOK 81,722.

On 23 June 2014, the Board of Directors resolved the allocation of the options to a total of 18 individuals.

The scheme is based on annual allocations of a number of European call options with a strike price of 107.5 per cent of the volume weighted average share price of Marine Harvest’s shares on OSE on the date of the annual general meeting where the issuance of options are approved .

The options have a term of four years but will become exercisable immediately if a mandatory bid is made for all of the shares in Marine Harvest or if Marine Harvest is the non-surviving entity in a merger with another company.

If the holder of the options exercises the options, the company may settle its obligation through the issue of new shares or, alternatively, by selling treasury shares to the option holder.

There will be no lock-up obligation on the shares the option holder receives through the exercise of the option.

The exercise of the option is conditional upon the option holder being employed in a non-terminated position in the Marine Harvest Group at the date of exercise.

The number of shares and the strike price will be adjusted for dividends and changes in the equity capital during the term of the option according to the Oslo Stock Exchange’s derivative rules.

Total profit through the exercise of the option in a year is kept at two years’ salary for the option holder. If the profit exceeds this limit, the number of shares to be issued will be reduced accordingly.

The scheme assumes that the board will propose an allocation of options to the annual general meeting each year.

The following primary insiders in the company have been allocated options according to the above and have, following this and adjustments for dividends paid, the following number of shares and options in the company:

                                                 Total no      Options    Options     Options                                                   shares       granted    granted     granted                                                  owned        in 2012     in 2013     in 2014                                                                                             

Alf-Helge Aarskog (CEO)           138,434      564,068   564,068     535,201

Ivan Vindheim (CFO)                       524      112,814    112,814     107,040

Marit Solberg (COO Farming)     47,677      112,814    112,814     107,040

Ola Brattvoll (COO S&M)              9,095       112,814    112,814    107,040

Ben Hadfield (COO Feed)            6,734             –           45,125      107,040