Morpol ASA: RECOMMENDATION FROM THE NOMINATION COMMITTEE OF MORPOL ASA FOR THE EXTRAORDINARY GENERAL MEETING OCTOBER 23, 2013

Morpol ASA: RECOMMENDATION FROM THE NOMINATION COMMITTEE OF MORPOL ASA FOR THE
                EXTRAORDINARY GENERAL MEETING OCTOBER 23, 2013

RECOMMENDATION FROM
THE NOMINATION COMMITTEE OF MORPOL ASA
FOR THE EXTRAORDINARY GENERAL MEETING OCTOBER 23, 2013

The mandate of the nomination committee is to propose candidates for the board
of directors and the nomination committee to be elected by the shareholders at
the General Meeting, as set out in the instructions of the nomination
committee (2.1 & 2.2). Further the nomination committee recommends on the
annual compensation to the elected members (2.4).

Marine Harvest ASA has requested that an Extraordinary General Meeting shall
be convened in Morpol. Marine Harvest ASA owns more than 87 % of the shares in
Morpol. The board of directors has convened such meeting, which is to be held
October 23, 2013. Election of board members and members of the nomination
committee is on the agenda. Not remuneration, however, as this has been set
for the term until the Annual General Meeting in the spring of 2014.

The board of directors - composition
The current board consists of Bjørn Myrseth (chairman), Marianne E. Johnsen
(vice chairman), Teresa Sienkiewicz and Kaj Kohave.

The nomination committee has received a proposal from the majority shareholder
Marine Harvest ASA regarding the composition of a new board in Morpol. The
proposed new board will consist of 7 members, whereof 2 independent, 1 of
these is currently on the Morpol board.

The nomination committee has contacted and interviewed the independent
candidates, but not the proposed members that are employees or on the board of
Marine Harvest ASA. For these candidates the nomination committee has relied
on CV information, received from Marine Harvest ASA. We have received
confirmation from Marine Harvest ASA that the internal candidates have
accepted to take on these positions. The independent candidates have confirmed
both their willingness to stand for election and their independence of the
majority shareholder Marine Harvest ASA, and the top management and central
suppliers of Morpol ASA.

In a dialogue with the main shareholder and the three largest minority
shareholders the nomination committee has proposed different alternatives with
the purpose of safeguarding the interest of the minority shareholders. None of
these have resulted in an alternative proposal that would get a majority of
votes at the Extraordinary General Meeting.

The board, as proposed by the majority shareholder, is considered to have
satisfactory collective competence, and the proposal is also in accordance
with the rules of gender representation. The number of independent directors
is in line with the minimum stipulated in the NUES recommendation. The
proposal also satisfies the legal requirements of independence and expertise
for establishing an audit committee.

On this background, the nomination committee submits the following proposal:

Ola Brattvoll (MHG), chairman
Ole-Eirik Lerøy (MHG), board member
Alf-Helge Aarskog (MHG), board member
Ivan Vindheim (MHG), board member
Lise Holen (MHG), board member
Lisbeth Hope Frugård (independent), board member
Teresa Sienkiewicz (independent), board member

Term of office is until the Annual General Meeting in the spring of 2015.

The nomination committee - composition
The nomination committee currently consists of Mai-Lill Ibsen (chairman), Anne
Breiby and Petter Qvam. The nomination committee has held 3 meetings in the
period since the Annual General Meeting in 2013.

The nomination committee has received a proposal from the majority shareholder
Marine Harvest ASA regarding the composition of a new nomination committee,
consisting of three members. The nomination committee has not contacted or
interviewed the two new candidates, but has relied on CV information received
from Marine Harvest ASA, and their confirmation that the candidates have
accepted to take on the positions. The third member (who is currently on the
nomination committee) has confirmed willingness to continue.

The proposal gives the nomination committee some continuity and the continuing
member is considered independent of the majority shareholder Marine Harvest
ASA. The composition of the nomination committee has been discussed with the
shareholders, but this has not resulted in an alternative proposal that would
get a majority of votes at the Extraordinary General Meeting.

On this background, the nomination committee submits the following proposal:

  *Erling Lind, chairman

  *Marit Solberg (MHG), member 

  *Petter Qvam, member

Term of office is until the Annual General Meeting in the spring of 2015.

Information about the board of directors and the nomination committee members'
background and experience can be found attached to this recommendation.

Oslo, October 20, 2013

Mai-Lill Ibsen                Anne Breiby          
     Petter Qvam
Chairman

  CV information - the Board of Directors

  Alf-Helge Aarskog (1967), Chief Executive Officer (CEO) in Marine Harvest
  ASA

Nationality: Norwegian
Education: MSc. in Aquaculture from the Norwegian University of Life Sciences
(UMB), as well as supplementary management education from Harvard Business
School.
Experience: Mr. Aarskog has broad experience from the salmon farming industry.
Prior to his position in Marine Harvest ASA, he was the CEO of the Lerøy
Seafood Group ASA. Previous positions include Executive Vice President of the
Lerøy Seafood Group, Managing Director of Lerøy Midnor AS and Head of
Production in Fjord Seafood ASA, a company later merged with Marine Harvest
ASA.

  Ole Eirik Lerøy (1959), Chairman of the Board in Marine Harvest ASA

Nationality: Norwegian
Education: Educated at the Norwegian School of Management 1980-84. AFF
management program 1992.
Experience: Former CEO in Lerøy Seafood Group ASA 1991-2008, former Chairman
of the Norwegian Seafood Federation (FHL) and former chairman of the board of
the Norwegian Seafood Export Council (NSEC). Mr. Lerøy has broad experience
from the seafood industry. He is member of the board of the International
Groundfish Forum.

  Ivan Vindheim (1971), Chief Financial Officer (CFO) in Marine Harvest ASA

Nationality: Norwegian
Education: MSc. in Economics and Business Administration from the Norwegian
School of Economics and Business Administration (NHH), and an MBA from the
same school. He is a State Authorized Public Accountant and a Certified
Financial Analyst. He has in addition studied law.
Experience: Mr. Vindheim has broad experience within finance, financial
control and corporate finance from different management roles; he comes from
the position as CFO in Lerøy Seafood Group ASA. Previous to this job Mr.
Vindheim held a position as Vice President Finance at Rolls-Royce Marine AS.
In the period 1996-2004 he worked for Deloitte.

  Ola Brattvoll (1968): Chief Operating Officer (COO) Sales & Marketing in
  Marine Harvest ASA

Nationality: Norwegian
Education: MSc. from the Norwegian College of Fisheries Science at the
University of Tromsø. Studies in economics and marketing.
Experience: Mr. Brattvoll has extensive experience from the seafood industry,
within marketing and sales at the Norwegian Seafood Export Council, both from
Norway and at the office in Tokyo, Japan. Mr. Brattvoll has also worked within
marketing and sales at Hallvard Lerøy AS, both as Market Director and VP
Sales, prior to joining Marine Harvest in December 2010.

  Lise Merete Holen (1971): Vice President Accounting, Marine Harvest ASA

Nationality: Norwegian
Education: Mrs Holen is a MSc. in Economics and Business Administration from
the Norwegian School of Economics and Business Administration (NHH).

Experience: Mrs Holen has more than 10 years of experience in accounting and
controlling in Marine Harvest and former Fjord Seafood.

  Lisbeth Hope Frugård - Partner in Giraffe Marketing

Nationality: Norwegian
Education: Ms Frugård has a degree in economics and administration from
Rogaland College.

Experience: Extensive management experience from leading Norwegian FMCG
companies. Ms Frugård was the marketing Director in Rieber & Son ASA from
2012- 2013 (aug). From 2008-2011 she was managing director in the Norwegian
advertising agency Tibe Republic. Before that she was Marketing and
Informations manager in Hansa Borg breweries.

  Teresa Sienkiewicz (1964), CEO of Chata Polska

Nationality: Polish.

Education: Holds a Master degree from University in Lublin, which was followed
up by post-graduate studies at Cambridge  University and MBA of University  of 
Central Lancashire.

Experience: More than 20 years  of experience working in managerial  positions 
in different sectors.  She started  her professional  career in  early 90'  in 
automotive sector with  Same-Lamborghini, where  she held a  number of  senior 
operational and financial roles, both in Poland and internationally, including
CFO position for  Poland. She  has held a  number of  management positions  in 
leading food companies and has extensive  experience as a senior executive  in 
listed companies - Tate  & Lyle, Rieber &  Son, Suedzucker AG. Ms  Sienkiewicz 
has been  working  in different  countries  on cross  boarders  projects  with 
multicultural organizations.

  CV information - the Nomination Committee

  Erling Lind, Partner at Wiersholm AS

Nationality: Norwegian
Education: Cand. Jur., University of Oslo
Background: Mr. Lind has been a partner in Wiersholm since 1990. Before that
he was partner in Wiersholm, Backe and Helliesen. He has also been working in
Slaughter and May London. Mr. Lind has been engaged by Marine Harvest ASA for
legal advice from time to time.

Marit Solberg, COO Farming Marine Harvest ASA

Nationality: Norwegian
Education: MSc. in Microbiology from University of Bergen
Experience: Mrs. Solberg held the position as Managing Director of Marine
Harvest in Norway. She has long experience in the aquaculture industry and was
Regional Director for Marine Harvest Norway for several years and previously
held senior management positions in Hydro Seafood as well as MOWI AS. Since
2002 Mrs. Solberg has managed the extensive and highly successful turnaround
of the Marine Harvest operations in Norway. She has a wide background in
technical and production areas as well as merger and change management
experience.

Board appointments: Leader of the Board in the Norwegian Seafood Council.
Previous Board member of Norwegian Seafood Federation Aquaculture (FHL)

Petter Qvam, wealth manager with Skagen AS

Nationality: Norwegian
Education: He holds a degree (Siviløkonom) from University of Lund and an MBA
from Thunderbird School of Global Management.
Experience: Petter Qvam is a wealth manager with SKAGEN AS. He has more than
17 years' experience as managing director of mutual fund companies, amongst
these are Postbanken Verdipapirfond and Landkreditt Forvaltning. He has held
and holds several honorary position's both within the mutual fund industry and
as SKAGEN representative.

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
proposal from the Nomination Committee

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Source: Morpol ASA via Thomson Reuters ONE
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