SalMar ASA

Share Issue/Capital Change • Oct 13, 2020

SalMar - Icelandic Salmon AS: Contemplated private placement and listing on Merkur Market

SalMar - Icelandic Salmon AS: Contemplated private placement and listing on Merkur Market

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Kverva, 13 October 2020. Reference is made to the announcement by Icelandic

Salmon AS ("Icelandic Salmon", previously named Arnarlax AS), a leading

Icelandic salmon farming company, and a subsidiary of SalMar ASA (the

"Company"), today, regarding a contemplated private placement and listing of the

shares of Icelandic Salmon on Merkur Market.

Icelandic Salmon, has engaged DNB Markets, a part of DNB Bank ASA as Sole Global

Coordinator and Joint Bookrunner, and Arctic Securities AS and Arion Banki hf.

as Joint Bookrunners (jointly, the "Managers") to advise on and effect a

contemplated private placement of up to 5,038,040 shares (the "Private

Placement") consisting of (i) a primary offering of up to 3,756,522 new shares

(the "New Shares") in Icelandic Salmon to raise gross proceeds of up to

approximately NOK 432 million and (ii) a secondary offering of up to 1,281,518

existing shares from the Selling Shareholders (as defined below), equivalent to

proceeds of up to approximately NOK 147 million (together with the New Shares,

the "Offer Shares").

The primary offering, not covered by the cornerstone commitments (see below), is

underwritten by Icelandic Salmon's largest shareholders, SalMar ASA, Pactum AS,

Gyda EHF and Holta Invest AS (jointly, the "Underwriters") pursuant to which the

Underwriters have committed to underwrite the Private Placement at the Offer

Price, in total approximately NOK 86.4 million. In accordance with the

underwriting agreement, the Underwriters are entitled to an underwriting

commission of 1% of the respective Underwriter's underwriting commitment.

Icelandic Salmon intends to use the net proceeds from the primary offering of

the New Shares to fund growth and develop Icelandic Salmon's value chain within

existing license portfolio, including investment in the expansion of smolt

capacity, upgrade processing facility (Bíldudalur), farming equipment, branding

initiatives and biomass build-up.

The price per share in the Private Placement has been set to NOK 115 (the "Offer

Price"), equivalent to a pre-money equity value of Icelandic Salmon of

approximately NOK 3.06 billion based on the 26,614,042 shares currently

outstanding in Icelandic Salmon.

Three cornerstone investors have, subject to certain terms and conditions,

committed to apply for shares for a total amount of up to NOK 345.6 million at

the Offer Price as follows:

i. Gildi-lífeyrissjóður (Gildi Pension Fund), the third largest pension fund

in Iceland with around NOK 47bn in assets under management and over 240

thousand fund members:  NOK 216.0 million, to be allocated Offer Shares

for no less than NOK 194.4 million;

ii. Stefnir Asset Management Company, one of the largest private Icelandic

fund managers: NOK 97.2 million, to be allocated Offer Shares for no less

than NOK 77.7 million; and

iii. Edvin Austbø through Alden AS: NOK 32.4 million, to be allocated Offer

Shares for no less than NOK 21.6 million.

The Selling Shareholders in the secondary offering are: (i) Pactum AS: up to

1,000,000 shares, approximately 55% of current holding (directly and indirectly)

of 1,825,862 shares (6.8%) and (ii)  Gyda EHF, owned by Kjartan Olafsson

(chairman of the board of directors): up to 281,518 shares, approximately 22% of

current holding (directly and indirectly) of 1,281,518 shares (4.8%) (together

the "Selling Shareholders").

The bookbuilding period in the Private Placement will commence today, 13 October

2020, at 09:00 hours (CEST) and close on 14 October 2020 at 16:30 hours (CEST).

The Managers and Icelandic Salmon may, however, at any time in their sole

discretion and on short notice resolve to close or extend the bookbuilding

period. If the bookbuilding period is shortened or extended, any other dates

referred to herein may be amended accordingly.

Icelandic Salmon has applied for, and will, subject to successful completion of

the Private Placement and the necessary approvals from the Oslo Stock Exchange,

list the shares of Icelandic Salmon on Merkur Market (the "Listing"). The first

day of trading on Merkur Market is expected to be shortly after completion of

the Private Placement, and is currently expected to be on or about 27 October

The Private Placement will be directed towards Norwegian and international

investors, in each case subject to an exemption being available from offer

prospectus requirements and any other filing or registration requirements in the

applicable jurisdictions and subject to other selling restrictions. The minimum

application and allocation amount has been set to the NOK equivalent of EUR

100,000. Icelandic Salmon may, however, at its sole discretion, allocate an

amount below EUR 100,000 to the extent applicable exemptions from the prospectus

requirement pursuant to the Norwegian Securities Trading Act and ancillary

regulations are available.

Completion of the Private Placement is conditional upon (i) the necessary

resolutions by the Board to consummate the Private Placement and to issue the

New Shares pursuant to the authorisation given by Icelandic Salmon's general

meeting and (ii) payment being received for the Offer Shares allocated.

Icelandic Salmon may, in its sole discretion in consultation with the Managers,

cancel the Private Placement, at any time and for any reason prior to the

satisfaction of conditions (i) and (ii) without any compensation to the

applicants.

For more information on Icelandic Salmon, reference is made to the announcement

by Icelandic Salmon.

Advisors: DNB Markets, a part of DNB Bank ASA is acting as Sole Global

Coordinator and Joint Bookrunner and Arctic Securities AS and Arion Banki hf.

are acting as Joint Bookrunners in connection with the Private Placement.

Advokatfirmaet Thommessen AS is acting as legal advisor to Icelandic Salmon and

Wikborg Rein Advokatfirma AS is acting as legal advisor to the Managers.

For more information, please contact:

Trine Sæther Romuld

CFO & COO

Tel: +47 991 63 632

Email: trine.romuld@salmar.no

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company or Icelandic

Salmon. Copies of this announcement are not being made and may not be

distributed or sent into any jurisdiction in which such distribution would be

unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

Neither the Company nor Icelandic Salmon intends to register any part of the

offering in the United States or to conduct a public offering of securities in

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation (EU) 2017/1129 as amended (together with any

applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believe that these assumptions were reasonable

when made, these assumptions are inherently subject to significant known and

unknown risks, uncertainties, contingencies and other important factors which

are difficult or impossible to predict, and are beyond their control. Actual

events may differ significantly from any anticipated development due to a number

of factors, including without limitation, changes in public sector investment

levels, changes in the general economic, political and market conditions in the

markets in which the Company operates, the Company's ability to attract, retain

and motivate qualified personnel, changes in the Company's ability to engage in

commercially acceptable acquisitions and strategic investments, and changes in

laws and regulation and the potential impact of legal proceedings and actions.

Such risks, uncertainties, contingencies and other important factors could cause

actual events to differ materially from the expectations expressed or implied in

this release by such forward-looking statements. The Company does not make any

guarantee that the assumptions underlying the forward-looking statements in this

announcement are free from errors nor does it accept any responsibility for the

future accuracy of the opinions expressed in this announcement or any obligation

to update or revise the statements in this announcement to reflect subsequent

events. You should not place undue reliance on the forward-looking statements in

this announcement.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

Neither the Manager nor any of their affiliates makes any representation as to

the accuracy or completeness of this announcement and none of them accepts any

responsibility for the contents of this announcement or any matters referred to

herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company or Icelandic Salmon.

Neither the Manages nor any of its affiliates accepts any liability arising from

the use of this announcement.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.