Mowi ASA

Capital/Financing Update • Mar 16, 2015

MHG - Marine Harvest launches voluntary incentive payment offer to convert the EUR350 million 2.375 per cent 2018 convertible bond

MHG - Marine Harvest launches voluntary incentive payment offer to convert the EUR350 million 2.375 per cent 2018 convertible bond

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT

IN THE UNITED STATES

Oslo, Norway, 16 March 2015 - Marine Harvest ASA ("Marine Harvest" or the

"Company") announces today that is launching a voluntary incentive payment offer

to convert any and all of the EUR350 million principal amount of 2.375% Marine

Harvest convertible bonds due 2018 (the "2018 Bonds"). The purpose of the

voluntary incentive payment offer is to position the Company's balance sheet to

support further organic growth and strategic investments.

Marine Harvest will today make an offer of a cash incentive payment to the

holders of 2018 Bonds who elect to exercise their conversion rights from the

date of this public announcement until 19 March 2015 at 5:00pm CET (the

"Acceptance Period"). Marine Harvest may at its sole discretion extend the

Acceptance Period one or more times. The Company may elect to withdraw the

voluntary incentive payment offer if the arithmetic mean of the volume weighted

average price of its shares between opening to close of trading on the Oslo

Stock Exchange on 16 March 2015 and between opening to close of trading on the

Oslo Stock Exchange on 17 March 2015 falls below EUR11.045 (corresponding to more

than a 6 per cent. reduction from the closing price of the Marine Harvest shares

on 13 March 2015 in EUR of EUR11.75). Otherwise, Marine Harvest will, if it accepts

any acceptances, accept all acceptances of the voluntary incentive payment offer

in respect of 2018 Bonds that are validly tendered in accordance with the terms

of the voluntary incentive payment offer document during the Acceptance Period.

Bondholders exercising their conversion rights during the Acceptance Period will

receive (i) 11,410.3149 Marine Harvest ordinary shares per EUR100,000 principal

amount of the 2018 Bonds, (ii) a cash consideration of approximately EUR9,428.80

per EUR100,000 principal amount of the 2018 Bonds (as adjusted in accordance with

the incentive offer document) and (iii) accrued interest on the 2018 Bonds from

8 November 2014 (included) to 25 March 2015 (excluded).

The voluntary incentive payment offer will not affect the rights of holders of

2018 Bonds who do not wish to exercise their conversion rights during the

Acceptance Period.

A limited number of investors have been pre-sounded, and investors representing

in aggregate EUR141.9 million or 40.5% of the outstanding amount of the Bonds have

indicated that they will accept the voluntary incentive payment offer. Marine

Harvest expects to announce the results of the voluntary incentive payment offer

on 20 March 2015.

ABG Sundal Collier and Credit Suisse are managing the voluntary incentive

payment offer.

Questions should be directed to:

Ivan Vindheim, CFO, Mobile: +47 958 71 310

The offering has been made to eligible counterparties as and to non-United

States persons in reliance on Regulation S under the Securities Act of 1933, as

amended (the "Securities Act"). This disclosure shall not constitute an offer to

sell or the solicitation of an offer to buy the shares, nor shall there be any

sale of the shares in any jurisdiction in which such offer, solicitation or sale

is unlawful.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

Forward looking statements

This release may be deemed to include forward-looking statements, such as

statements that relate to Marine Harvest's purpose for the voluntary incentive

payment offer, extension of the offer, withdrawal of the offer, acceptance of

the offer, consideration to be paid in the offer, investor interest in the offer

and the expected settlement date of the offer. Forward-looking statements are

typically identified by words or phrases, such as "expect", "will" and similar

expressions. Forward-looking statements are Marine Harvest's current estimates

or expectations of future events or future results. Actual results could differ

materially from those indicated by these statements because the realization of

those results is subject to many risks and uncertainties, including market and

financial risks. All forward-looking statements included in this release are

based on information available at the time of the release, and Marine Harvest

assumes no obligation to update any forward-looking statement.

[HUG#1903688]