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Mowi ASA

Major Shareholding Notification Mar 2, 2016

3665_mrq_2016-03-02_8c983be5-ed36-4902-92dc-c9e60f895786.html

Major Shareholding Notification

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Marine Harvest - Geveran Trading Co. Ltd completes sale of 37.8 million shares in Marine Harvest ASA

Marine Harvest - Geveran Trading Co. Ltd completes sale of 37.8 million shares in Marine Harvest ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY

OR INDIRECTLY, IN OR INTO THE UNITED STATES,

AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN

WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD

BE UNLAWFUL.

Limassol, 1 March 2016

Marine Harvest - Geveran Trading Co. Ltd completes

sale of 37.8 million shares in Marine Harvest ASA

Reference is made to the announcement released 1 March

2016, where Geveran Trading Co. Ltd ("Geveran"), which

is indirectly controlled by trusts established by John

Fredriksen for the benefit of his immediate family,

announced a contemplated sale of approximately 37.8

million shares in Marine Harvest ASA (the "Company",

ticker "MHG"), representing approximately 8.4% of the

share capital and voting rights in the Company.

Geveran has today completed the sale of 37,800,000

shares in the Company at a price of NOK 117 per share

(the "Placement").

The trade date for the Placement is 2 March 2016, with

settlement expected to occur on 4 March 2016.

Following the Placement, Geveran owns 79,551,603

shares in Marine Harvest, representing 17.67% of the

share capital and voting rights in the Company.

Subject to certain customary exceptions, Geveran has

undertaken not to dispose of any shares in the Company

within 180 days following the offering without the

prior written consent of Morgan Stanley.

Morgan Stanley acted as sole bookrunner (the "Sole

Bookrunner") and Carnegie Investment Bank acted as co-

lead manager in connection with the Placement.

Geveran is committed to the future long term

development of Marine Harvest.

This information is subject to the disclosure

requirements pursuant to sections 4-2 and 4-3 of the

Norwegian Securities Trading Act.

Important Notice

The distribution of this announcement and the offer

and sale of the shares in certain jurisdictions may be

restricted by law. The shares may not be offered to

the public in any jurisdiction in circumstances which

would require the preparation or registration of any

prospectus or offering document relating to the shares

in such jurisdiction. No action has been taken by the

Seller or the Sole Bookrunner or any of their

respective affiliates that would permit an offering of

the shares or possession or distribution of this

announcement or any other offering or publicity

material relating to such securities in any

jurisdiction where action for that purpose is

required. Persons into whose possession this

announcement comes are required to inform themselves

about and to observe any such restrictions. Any

failure to comply with these restrictions may

constitute a violation of the securities laws of any

such jurisdiction.

This press release is for information purposes only

and does not constitute or form a part of an offer to

sell or a solicitation of an offer to purchase any

security of the Company in the United States or in any

other jurisdiction where such offer or solicitation is

unlawful. The securities of the Company described in

this press release have not been and will not be

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

amended (the "Securities Act"), or any applicable

state or foreign securities laws and may not be

offered or sold in the United States absent

registration or an exemption from the registration

requirements of the Securities Act. There will be no

public offering of securities in the United States.

This information is subject of the disclosure

requirements pursuant to section 5-12 of the Norwegian

Securities Trading Act.

In member states of the European Economic Area ("EEA")

which have implemented the Prospectus Directive (each,

a "Relevant Member State"), this announcement and any

offer if made subsequently is directed exclusively at

persons who are "qualified investors" within the

meaning of the Prospectus Directive ("Qualified

Investors"). For these purposes, the

expression "Prospectus Directive" means Directive

2003/71/EC (and amendments thereto, including the 2010

PD Amending Directive, to the extent implemented in a

Relevant Member State), and includes any relevant

implementing measure in the Relevant Member State and

the expression "2010 PD Amending Directive" means

Directive 2010/73/EU. In the United Kingdom this

announcement is directed exclusively at Qualified

Investors (i) who have professional experience in

matters relating to investments falling within Article

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

(Financial Promotion) Order 2005, as amended

(the "Order") or (ii) who fall within Article 49(2)(A)

to (D) of the Order, and (iii) to whom it may

otherwise lawfully be communicated.

In connection with any offering of the shares of the

Company, the Sole Bookrunner and any of their

affiliates acting as an investor for their own account

may take up as a proprietary position any shares and

in that capacity may retain, purchase or sell for

their own account such shares. In addition, the Sole

Bookrunner or its affiliates may enter into financing

arrangements and swaps with investors in connection

with which the Sole Bookrunner (or their affiliates)

may from time to time acquire, hold or dispose of

shares. The Sole Bookrunner does not intend to

disclose the extent of any such investment or

transactions otherwise than in accordance with any

legal or regulatory obligation to do so.

The Sole Bookrunner is acting on behalf of Geveran and

no one else in connection with any offering of the

shares and will not be responsible to any other person

for providing the protections afforded to clients of

the Sole Bookrunner or for providing advice in

relation to any offering of the shares.

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