Lerøy Seafood Group ASA (the "Company") has today granted Restricted Share Units (RSUs) to members of the Group Executive Management under the Company's long-term share-based incentive programme (the "LTI Programme").
The purpose of the LTI Programme is to align the interests of executive management with those of the Company's shareholders, support the Company's long-term value creation, and promote retention and continuity within senior management by linking a significant portion of remuneration to the Company's long-term financial and share price performance.
The LTI Programme has been established within the framework of the Guidelines on Remuneration for Executive Personnel in Lerøy Seafood Group, as approved by the Annual General Meeting on 27 May 2026. Further details are set out in the Company's Remuneration Report for 2025.
Grant of RSUs
RSUs have been granted to members of the Group Executive Management as set out below. Under the LTI Programme, each annual grant represents a target value of up to 50% of fixed annual base salary, structured in three equal tranches with performance periods of one, two and three years, respectively.
The number of RSUs granted has been calculated based on the average closing price of the Company's share over ten trading days ending on 31.12.2025.
Transitional arrangement
As part of the transition to the new LTI Programme, short-term compensation has been reduced from a maximum of 100% to a maximum of 50% of fixed annual base salary, with the remaining 50% to be provided through the LTI Programme.
Because the LTI Programme builds up over three years, participants face a shortfall in the initial period compared to the current structure. To compensate for this shortfall, a one-off transitional grant of additional RSUs has been made.
The one-off transitional grant is subject to the same performance criteria and vesting conditions as the ordinary annual grant and is intended to support continuity and competitiveness during the transition year.
The one-off grant constitutes a deviation from the Guidelines on Remuneration for Executive Personnel, approved by the Board pursuant to its authority under section 6 of the Guidelines. The Board has considered the grant to be necessary and justified in the shareholders' common interest in retaining and incentivising key members of executive management. The grant does not establish a precedent for future grants.
Terms and structure
The final delivery of shares is conditional upon:
- achievement of predefined performance criteria, including relative Total Shareholder Return (TSR) and relative EBIT per kilogram, measured against a defined peer group; and continued employment with the Company.
- the vesting period is longer than the performance period, during which participants have no ownership rights to the shares. This mechanism serves as an effective safeguard equivalent to clawback, through forfeiture of earned rights in the event of certain termination scenarios ("bad leavers").
The RSUs do not confer any shareholder rights, including voting rights or dividend rights, until any shares are delivered to the participant's VPS account.
The number of shares ultimately delivered will depend on the level of performance achieved for each performance period and may be subject to an uplift mechanism related to dividend, holding and vesting requirements.
The Company currently intends to settle any delivery of shares under the LTI Programme by transfer of existing treasury shares held by the Company, and not by issuance of new shares.
Number of granted RSUs:
| Position | Ordinary annual grant | One-off transitional grant | Granted RSUs |
| CEO | 44 877 | 44 877 | 89 754 |
| COO VAPS&D | 26 088 | 26 088 | 52 176 |
| COO Farming | 26 088 | 26 088 | 52 176 |
| CHRO | 23 426 | 23 426 | 46 851 |
| CFO | 36 736 | 36 736 | 73 472 |
Disclosure
The final number of shares delivered to each participant, if any, will be disclosed through a separate stock exchange announcement at the time of delivery.
Subject to satisfaction of the applicable performance and vesting conditions, the first potential delivery of shares is expected to take place in the first half of 2027, the second potential delivery in the first half of 2028 and the final potential delivery in the first half of 2029.
For further information, please contact:
Sjur S. Malm, CFO Lerøy Seafood Group ASA, +47 41 77 20 20
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
