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SalMar ASA

Related Party Transaction May 15, 2018

3731_rns_2018-05-15_2f814b0e-799b-4708-8391-47abeb77838c.html

Related Party Transaction

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CONTEMPLATED SALE OF SHARES IN SALMAR ASA - MANDATORY NOTIFICATION OF TRADE

CONTEMPLATED SALE OF SHARES IN SALMAR ASA - MANDATORY NOTIFICATION OF TRADE

NOT FOR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL.

Introduction

Glomar AS ("Glomar") is contemplating a sale of shares in SalMar ASA for an amount of approximately NOK 388 million (the "Share Sale"). Glomar will receive the shares for sale as consideration for Kvarv AS' acquisition of Glomar's 2.53% minority ownership in Kverva AS. Kverva AS is the parent company of Kverva Industrier AS, the majority shareholder in SalMar ASA holding 60,500,000 shares or approximately 53.4%.

The Contemplated Share Sale

Glomar has engaged DNB Markets and Nordea Bank AB (publ), filial i Norge (the "Joint Bookrunners"), to assist in the Share Sale. The Share Sale is directed towards Norwegian and international investors pursuant to and in compliance with applicable exemptions from the obligation to publish a prospectus pursuant to the Norwegian Securities Trading Act or similar legislation in other jurisdictions.

The share price and the number of SalMar shares to be sold in the Share Sale (the "Sale Shares") will be determined following an accelerated book-building process conducted by the Joint Bookrunners. The application period commences today on 15 May 2018 at 17:00 (CEST) and will close on 16 May 2018 at 08:00 hours (CEST). Glomar, in consultation with the Joint Bookrunners, reserves the right to close the application period at any time at its sole discretion, at short notice. The minimum order size and allocation in the Share Sale is a NOK amount equivalent to EUR 100,000, provided that Glomar may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from the prospectus requirement being available. The allocation of shares will be determined at the end of the book-building process. The final allocation will be made at the discretion of Glomar in consultation with the Joint Bookrunners.

Glomar and the Joint Bookrunners reserve the right, at any time and for any reason, to cancel, and/or modify the terms of, the contemplated Share Sale.

Transfer of the Sale Shares from Kverva

Glomar is currently a minority shareholder in Kverva AS (previously Kverva Holding AS), which is the parent company of Kverva Industrier AS (previously Kverva AS).

Glomar and Kvarv AS (the parent company of Kverva AS), have today agreed that Kvarv AS shall acquire Glomar's shares in Kverva AS against the transfer by Kvarv AS of the Sale Shares to Glomar.

Further, Kvarv AS and Kverva Industrier AS have today agreed that Kverva Industrier AS shall transfer the Sale Shares to Kvarv AS as settlement of a group contribution from Kverva Industrier AS to Kvarv AS. The minority shareholders in Kverva AS will receive a cash dividend corresponding to their ownership. Kverva Industrier AS' transfer of the Sale Shares to Kvarv AS and the subsequent transfer by Kvarv AS of the Sale Shares to Glomar are subject to the contemplated Share Sale being completed.

Kvarv AS, Kverva AS and Kverva Industrier AS are directly and indirectly controlled by Gustav Witzøe who is Director of Strategic Projects and a primary insider in SalMar ASA.

Kverva Industrier AS is represented on the Board of Directors of SalMar ASA by Atle Eide (chairman) and Helge Moen. Atle Eide is a board member of Kverva AS and Helge Moen is a board member of Kverva Industrier AS.

Glomar AS is a company owned by Bjørn Ivar Flatgård and his son. Bjørn Ivar Flatgård is the chairman of Kverva AS.

IMPORTANT INFORMATION

This communication may not be published, distributed or transmitted in the United States, Australia, Canada or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of SalMar ASA in the United States, Norway or any other jurisdiction. The securities of SalMar ASA may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of SalMar ASA have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act and to "major U.S. institutional investors" under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States.

In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement relates is available only to 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.

The Joint Bookrunners are acting exclusively for Glomar and no one else and will not be responsible to anyone other than Glomar for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.

Neither the Joint Bookrunners nor any of their respective 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 SalMar ASA. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each of Kvarv AS, Glomar, the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

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.

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