SalMar ASA

Legal Proceedings Report • Apr 22, 2025

SalMar - Merger with Wilsgård AS and resolution to increase the share capital

SalMar - Merger with Wilsgård AS and resolution to increase the share capital

Frøya, 22 April 2025

SalMar ASA ("SalMar") refers to the stock exchange notice published on 18

February 2025 regarding SalMar and Wilsgård Sea Service AS's intention to

develop the ownership in Wilsgård AS ("Wilsgård"), including through a

consolidation with the SalMar group.

The boards of Wilsgård, SalMar Farming AS, a wholly-owned subsidiary of SalMar,

("SalMar Farming") and SalMar have today approved a merger plan for a triangular

merger pursuant to Chapter 13 of the Norwegian Public Limited Liability

Companies Act, with SalMar Farming as the acquiring company, Wilsgård as the

transferring company and SalMar as the issuer of the consideration shares in the

merger.

The parties to the merger have agreed on a valuation of Wilsgård amounting to

NOK 1,767 million on a 100% basis. The consideration in the merger will consist

of a combination of consideration shares and a cash consideration, where the

consideration shares make up 80% of the merger consideration and the cash

consideration makes up 20%. SalMar Farming will not receive any merger

consideration.

Based on the board authorization granted by the general meeting in 2024, the

board of SalMar has today resolved to increase the company's share capital in

connection with SalMar's issuance of consideration shares. The share capital

will be increased by NOK 392,054 through the issuance of 1,568,216 shares, each

with a nominal value of NOK 0.25. The parties have agreed a price per SalMar

share of NOK 563.38 in the merger. If SalMar's previously proposed dividend of

NOK 22 per share has been approved with a record date prior to the effective

date of the merger, the price per SalMar share in the merger shall be adjusted

accordingly and the share capital will instead be increased by NOK 407,985.75

through the issuance of 1,631,943 shares, each with a nominal value of NOK 0.25.

Since SalMar's acquisition of NTS and the merger with NRS in 2022, SalMar has

held a 37.5% ownership interest in Wilsgård. Wilsgård currently has a strong

presence on Senja and has 5,844 tonnes MAB in licenses in production areas 10

and 11 in Northern Norway. The merger between Wilsgård and SalMar Farming brings

together two strong players in fisheries and aquaculture, contributing to

regional development. The merger is expected to increase operational efficiency,

reduce costs and enhance financial resilience.

The merger is expected to be completed during the summer of 2025, dependent

upon, amongst other things, approval from relevant authorities.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Frode Arntsen, CEO

Tel: +47 482 06 665

E-mail: frode.arntsen@salmar.no (mailto:frode.arntsen@salmar.no)

Håkon Husby, Head of Investor Relations

Tel: +47 936 30 449

Email: hakon.husby@salmar.no