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SalMar ASA

Legal Proceedings Report Nov 7, 2022

3731_rns_2022-11-07_e638fa98-2692-4ea1-a31a-34e2c43d7545.html

Legal Proceedings Report

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SalMar - Merger between SalMar and NRS completed - new share capital

SalMar - Merger between SalMar and NRS completed - new share capital

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG

KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD

BE UNLAWFUL

Frøya, 7 November 2022

Reference is made to the stock exchange announcement made by SalMar ASA

("SalMar") on 31 October 2022 in connection with the recommended voluntary offer

by SalMar (the "Offeror") to acquire all outstanding shares in NTS ASA ("NTS")

(the "Offer") and the merger between SalMar and Norway Royal Salmon ASA ("NRS")

(the "Merger").

The Merger has after close of trading on Oslo Børs today (the "Merger Effective

Date") been completed by registration in the Norwegian Register of Business

Enterprises. Consequently, the last day of trading in the NRS shares was today.

The Merger contemplates that SalMar will absorb all assets, rights and

obligations of NRS and that NRS is dissolved. Shareholders of NRS will receive

merger consideration consisting of 0.303933 shares in SalMar and NOK 52.84 in

cash for each share in NRS they own as at the expiry of the Merger Effective

Date, as such shareholders appear in NRS' shareholders register with Euronext

Securites Oslo (VPS) as at the expiry of 9 November 2022 (the record date for

the Merger).

The merger consideration shares are expected to be delivered to eligible

recipients' securities accounts with the VPS on 11 November 2022. Any trades by

investors prior to delivery of the merger consideration shares must be carried

out in compliance with applicable short sale and other regulations.

As a result of the Merger, SalMar has issued 17,851,550 new shares as merger

consideration, and its new share capital is NOK 33,912,887.25 divided into

135,651,549 shares each share with a par value NOK 0.25.

Reference is made to the stock exchange announcement from SalMar on 31 October

2022 for information on settlement of the Offer.

Arctic Securities AS acts as financial advisor and receiving agent and

Advokatfirmaet BAHR AS acts as legal advisor to SalMar.

For further information, please contact:

Håkon Husby, head of IR SalMar

Tel: +47 936 30 449

Email: [email protected]

This information is information required to be made public pursuant to the EU

Market Abuse Regulation and section 5-12 of the Norwegian Securities Trading

Act. The information was submitted by Håkon Husby at 20:00 (Norwegian time) on

7 November 2022.

About SalMar

SalMar is one of the world's largest and most efficient producers of salmon. The

group has farming operations in Central Norway, Northern Norway and Iceland, as

well as substantial harvesting and secondary processing operations in Norway, at

InnovaMar in Frøya, InnovaNor in Senja and Vikenco in Aukra. In addition, the

company is operating within offshore aquaculture through the company SalMar Aker

Ocean. SalMar also owns 50% of the shares in Scottish Sea Farms Ltd.

See www.salmar.no for more information about SalMar.

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