Repurchase of shares and settlement of 2010 allotments under the senior executive share price based bonus scheme which was terminated by the end of 2011:
On 21 August 2013, Marine Harvest ASA ("Marine Harvest") purchased 3,669,797 own shares (the "Shares") in the market at an average price of NOK 5.8967 per share. The Shares were purchased for resale to 51 senior executives (the "Participants") who took part in the 2010 allotment under the Marine Harvest Share Price Based Bonus Scheme ("Scheme").
The Participants are being paid a cash bonus corresponding to the positive difference between the base value of the units allotted in 2010 and the volume weighted average share price of the Marine Harvest shares on 19 April 2013, being NOK 5.9743 (the "VWAP") multiplied with the number of units (the "Bonus"). Full adjustment for dividend payments from Marine Harvest, from the date of allotment to the date of maturity, is taken into account when calculating the Bonus for each Participant (in accordance with the Oslo Stock Exchange Derivative Rules (A.2.2.8 (1)b)). Furthermore, the bonus is limited to two year's salary.
The Participants are required to use the Bonus after deduction for income tax, to acquire shares in Marine Harvest at a price per share corresponding to the VWAP. To effect such settlement Marine Harvest acquired the Shares and resold them to the Participants on 21 August 2013 at a price corresponding to the VWAP. Marine Harvest has been prevented from settling the bonus earlier due to the price sensitive character of the Cermaq-process and the second quarter 2013 interim report. The Scheme is further described in Note 13 of the annual report of Marine Harvest available at www.marineharvest.com. Following the resale of the Shares Marine Harvest holds 409 698 own shares. The number of shares purchased by each primary insider is set out below.
The new share option scheme for senior executives - Allocation of options 2012/2013:
In the principles applicable to the determination of salary and other remuneration to the senior executives in the Marine Harvest Group presented by the board to this year's general meeting it was disclosed that the share price based bonus system which was included in this group's total remuneration package had been terminated at the end of 2011.
The board decided, when the program was terminated, to substitute it with a comparable scheme based on annual allocation of ordinary options. Further, it was decided to allocate options under the new scheme retroactively as soon as all consequences had been analysed and found acceptable.
The board has, today, approved of a new scheme and the documentation for the terms thereof.
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 share price of Marine Harvest's shares at the date of allocation. The options have a term of 4 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, in March each year, will decide on an allocation of options to the individuals qualified to participate in the scheme.
The board has furthermore decided to allocate 15.5 mill. options with retroactive effect to 20 March, 2012. The strike price for these is NOK 3.49 per share. The date of exercise is 21 March, 2016.
Further, the board has decided to allocate 15.2 mill. options with retroactive effect to 21 March 2013. The strike price for these is NOK 5.64 per share. The exercise date is 21 March 2017.
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The following primary insiders in the company have purchased shares and received options according to the above and have, following this, the following shares and options in the company:
| Name | Shares acquired on 21 August 2013 | Total number of Shares owned | Options granted for 2012 | Options granted for 2013 |
| Alf-Helge Aarskog (CEO) | 783,355 | 1,039,264 | 5,000,000 | 5,000,000 |
| Ivan Vindheim (CFO) | 3,018 | 1,000,000 | 1,000,000 | |
| Marit Solberg (COO Farming) | 143,130 | 388,837 | 1,000,000 | 1,000,000 |
| Ola Brattvoll (COO Sales and Marketing) | 3,018 | 1,000,000 | 1,000,000 | |
| Ben Hadfield (COO Fishfeed) | 49,473 | 49,473 | 400,000 | |
| Øyvind Oaland (Global Director R&D and Technical) | 77,788 | 158,238 | 400,000 | |
| Anne Lorgen Riise (Group Director HR) | 400,000 | |||
| Henrik Heiberg (VP Finance & Treasury) | 38,894 | 225,253 | 500,000 | 400,000 |