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4. Equal treatment of shareholders and transactions with related parties

Marine Harvest ASA has one class of shares.

Any purchase or sale by the Company of its own shares will either be carried out through the Oslo Stock Exchange or at prices quoted on the Oslo Stock Exchange. 

Any transaction between the Company and a related party will be based on arms’ length terms or supported, if relevant, with a valuation obtained from an independent third party. Marine Harvest ASA will make sure that major transactions with related parties are approved by its AGM in accordance with the Public Limited Liability Companies Act. 

The Board is currently authorised to set the pre-emption rights of existing shareholders in equity issues aside if it exercises its authority to issue new shares, cfr. above. The purpose of this is to simplify the procedure in connection with capital increases to finance further growth and/or the offering of shares as consideration in acquisitions where this is deemed a favourable form of settlement. The Board intends to include such characteristics in the proposal to the 2013 AGM (for authorisations to issue shares). 

The acquisition of Morpol ASA, 18 December 2012, was financed by issuance of 83 600 527 shares with a subscription price of NOK 5.0837 per share (totalling NOK 425 million) to Friendmall Ltd and Bazmonta Holding Ltd, the prior owner of the shares in Morpol ASA. In addition there was a private placement to Geveran Trading Co. Ltd. of 83 60 0 527 at the same subscription price, to finance part of the cash consideration in the acquisition. The subscription price was equal to the volume weighted average price of the Marine Harvest share 12-14 December 2012. There was no significant change in the market price of the Marine Harvest share subsequent to the issuance of new shares.

Members of the Board and the corporate management team have an obligation to disclose any material interest in a transaction where the Group is a party to the Board pursuant to the Company’s Code of conduct. The code has recently been updated to further elaborate on obligations in this regard. The code of conduct is available at the web site www.marineharvest.com.

Published date: 04 Jul 2013