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IP - Proximar Seafood AS Q2 and H1 2025 results: Entering the second half with full production capacity, refinancing plan in place - Attachment: Proximar Presentation Q2 and H1 2025.pdf

Company: Proximar Seafood AS Date: 2025-08-22 Language: English Register to download
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#### **Presentation of Q2 and H1 2025**

Company Presentation

### 22.08.2025

![](_page_0_Picture_3.jpeg)

#### **Disclaimer**

This presentation contains certain forward-looking information and statements. Such forward-looking information and statements are based on the current, estimates and projections of Proximar Seafood AS ("the Company") or assumptions based on information currently available to the Company. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. The Company cannot give assurance to the correctness of such information and statements. These forwardlooking information and statements can generally be identified by the fact that they do not relate only to historical or current facts. Forwardlooking statements sometimes use terminology such as "targets", "believes", "expects", "aims", "assumes", "intends", "plans", "seeks", "will", "may", "anticipates", "would", "could", "continues", "estimate", "milestone" or other words of similar meaning and similar expressions or the negatives thereof.

By their nature, forward-looking information and statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements that may be expressed or implied by the forward-looking information and statements in this presentation. Should one or more of these risks or uncertainties materialize, or should any underlying assumptions prove to be incorrect, the Company's actual financial condition or results of operations could differ materially from that or those described herein as anticipated, believed, estimated or expected.

Any forward-looking information or statements in this presentation speak only as at the date of this presentation. Except as required by the Oslo Stock Exchange rules or applicable law, the Company does not intend, and expressly disclaims any obligation or undertaking, to publicly update, correct or revise any of the information included in this presentation, including forward-looking information and statements, whether to reflect changes in the Company's expectations with regard thereto or as a result of new information, future events, changes in conditions or circumstances or otherwise on which any statement in this presentation is based.

Given the aforementioned uncertainties, prospective investors are cautioned not to place undue reliance on any of these forward-looking statements.

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#### **Agenda**

- Highlights of the quarter
- Sales & Marketing
- Production

#### • Financial Summary and Refinancing

#### • Summary & Outlook

### **A significant first mover advantage in the Japanese market with substantial cost advantage by local production**

**- More than 1 000 tonnes already harvested and sold since start of harvest!**

#### **Norwegian company operating a land-based RAS facility producing premium Atlantic salmon in Japan Facility**

• Long-term sales and distribution agreement with Marubeni Corporation – **attaining premium pricing** and substantial local cost advantage

Company Presentation

- More than 1000 tonnes fish harvested and sold since September 2024 and currently **harvesting fish on a weekly basis**
- Stage I target production **5,300 tonnes** (HOG)
- **Prime location** close to the iconic Mount Fuji, adjacent market in greater Tokyo of ~38 million people
- **Stage 2** will take advantage of the significant first mover advantage in Japan well ahead of competitors

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![](_page_3_Picture_9.jpeg)

![](_page_3_Picture_10.jpeg)

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4

### **Highlights of the 2nd quarter 2025: Entering the second half with full production capacity**

#### **Harvesting on a weekly basis**

- **Harvested 321 tonnes** in the quarter
- **99.2% superior** grade
- Average harvested weight **~2.3 kg (HOG)**
- Fuji Atlantic salmon being served by **sushi chain Sushiro during entire EXPO**

Company Presentation

#### **Strong relative price achievement during 2Q**

- **Continued strong price achievement** for the market size fish, average price achievement impacted by larger share of below 3 kg due to biofilter issues in 1H
- **~NOK 75 / kg** realized on average
- For the 3kg+, price achievement ~**NOK 108 / kg**

![](_page_4_Picture_11.jpeg)

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#### **Refinancing in progress**

- The progress for **refinancing was impacted by the mortality inciden**t 27th of May, delaying the process
- **Working capital requirements** were bridged short term, and ongoing process on larger financing plan

#### **Full utilization restored at facility**

- **~99% survival rate (ex incidents),** good fish health
- Reduced feeding in grow-out due to **biofilter incidents** impacting harvest sizes and volumes
- Expect **harvest size and production to gradually improve** through 2H 2025

![](_page_4_Picture_20.jpeg)

![](_page_4_Picture_21.jpeg)

# **Continuing building biomass, growth rates impacted by biofilter incidents – market prices softer but cost advantage remains stable**

![](_page_5_Figure_1.jpeg)

Q3 25 Q4 25 Q1 26 Q2 26

![](_page_5_Figure_2.jpeg)

Company Presentation

Sources: Kontali, Japan Ministry of Finance, SSB, FishPool, Euronext. company data \* Including part-time, temporary workers and long-term outsourced harvesting staff

1H 2024 1H 2025 2Q 2024 2Q 2025

30/09/2024 31/12/2024 31/03/2025 30/06/2025

#### **Significant transportation costs to Japan continues to demonstrate support for Proximar's competitive edge**

**Import cost of Norwegian fresh Atlantic salmon in Japan**

![](_page_6_Figure_2.jpeg)

Import price 3.5 % import tax Local handling

Source: Japan Ministry of Finance, Central bank of Norway, company data

The softening of Atlantic

salmon prices has impacted market prices

However, the prices in the Japanese market remain above NOK 100 / kg showing the significant advantage of Proximar's business model

![](_page_6_Picture_8.jpeg)

Company Presentation

# **~1 000 tonnes of high-quality fish harvested since September 2024 – a milestone achievement!**

- ~1 000 tonnes (live fish weight) harvested of which 99%+ superior graded fish, demonstrating **capability to produce high quality** Atlantic salmon
- **Volume and prices** affected by lower average size of fish at harvest following prolonged period of reduced feeding
- Focus to establish stable supply and market size fish, **improving price achievement** and predictability going forward

Company Presentation

- Continuing to see **strong demand and interest** in the Japanese market, underlying fundamentals remain strong
- **Premium pricing for market size fish around NOK 100<sup>1</sup>** despite the weak pricing environment of Atlantic salmon – demonstrating the significant cost advantage of Proximar in Japan

| Highlights / summary harvest & sales 30/9 to Aug 15<br>2025 |                  |                             |                    |  |  |
|-------------------------------------------------------------|------------------|-----------------------------|--------------------|--|--|
| Volumes HOG                                                 | % Superior grade | Avg. harvest size (LWE/HOG) | Price achievement1 |  |  |
| 815 tonnes                                                  | 99.3%            | 3.06 / 2.54                 | ~NOK 85            |  |  |

Weekly harvest continues, with higher volumes scheduled from September and onwards

Strong price achievement for 3kg+ fish @ ~NOK 100

Fuji Atlantic Salmon on the menu of several high-end restaurants, and being served at Sushiro during Osaka EXPO 2025

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#### **Proximar continues to experience strong interests in Japan –focus on food security and local economic development**

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Company Presentation

Fuji Atlantic Salmon is served at Sushiro Osaka Expo store

National TV (NHK) covered Proximar om 26th June

Proximar held a presentation at Osaka Expo in June

![](_page_8_Picture_5.jpeg)

### **Biological performance remains good but impacted by lower feeding. Now back to regular feeding**

• **Fish health remains good and high survival rate continues.** However, growth was impacted by lower feeding following the biofilter incidents

| Grow out survival rate Q2 |     |  |  |  |
|---------------------------|-----|--|--|--|
| Excluding incidents       | 99% |  |  |  |

Company Presentation

- **Biological performance and quality proven**, reflected in the high rate of superior fish and price achievement for market size fish
- **Water quality remains good** and within the relevant tolerance levels. A heat wave impacted temperatures in July and August, already mitigated by adding extra cooling capacity
- Following extensive sampling in July and August, **growth is now according to expectations and aligned with feeding levels** - will continue going forward to monitor growth and performance
- All modules now at **full capacity permitting 100% feeding**
- **Average harvest sizes expected to gradually increase** through H2 2025, distribution of size expected to normalize with regular and stable feeding increasing average harvest size and price achievement

![](_page_9_Picture_8.jpeg)

Reduced feeding regime last ~12 months, following turbidity issues 2H 2024 and biofilter repairs 1H 2025

As normal feeding can finally resume, growth is expected to get back to expectations and aligned with production plan

Reason underperformance clearly related to reduced feeding

Current standing biomass 1,401 tonnes

### **Financial summary 2nd quarter and 1st half 2025**

| P&L                                     | Q2 2025     | H1 2025  | Q2 2024 | 2024       |
|-----------------------------------------|-------------|----------|---------|------------|
| Revenue and other income                | 38 095      | 68 341   | 0       | 3 509      |
| Operating expenses (excl. depreciation) | -93 340     | -143 222 | -1 979  | -47 765    |
| EBITDA non-adjusted                     | -55 245     | -74 881  | -1 979  | -44 256    |
| Sum of one-off special items*           | *27 547     | 34 019   | -8 129  | -<br>9 018 |
| EBITDA adjusted                         | -27 698     | -40 862  | -10 108 | -53 274    |
| Depreciation                            | -19 191     | -38 290  | -10 271 | -49 667    |
| Net financials                          | -<br>19 723 | -37 241  | -13 547 | -47 349    |
| Earnings before taxes                   | -94 160     | -150 412 | -25 798 | -141 270   |

\* Excluding one-offs (MNOK 11 following mortality incident, MNOK 13 in write-down of long-term receivables) and fair value adjustment (~MNOK 4)

• ~MNOK 11 of repair costs booked in Q2 expected to be covered by insurance with payouts expected in Q3

Company Presentation

| Balance sheet                              | 30 June 2025 | 30 June 2024 | 31 December 2024 |
|--------------------------------------------|--------------|--------------|------------------|
| Non-current assets                         | 1 384 180    | 1 255 295    | 1 439.607        |
| Inventory and biological assets            | 120 059      | 55 105       | 123 318          |
| Other short term-<br>and trade receivables | 12 519       | 11 972       | 15 256           |
| Cash and bank deposits                     | 9 611        | 53 373       | 60 934           |
| TOTAL ASSETS                               | 1 526 368    | 1 375 747    | 1 639 115        |
| Equity                                     | 223 423      | 414 194      | 396 544          |
| Non-current liabilities                    | 132 064      | 933 659      | 127 617          |
| Current liabilities                        | 1 170 881    | 27 893       | 1 114 953        |
| TOTAL EQUITY AND LIABILITIES               | 1 526 368    | 1 375 747    | 1 639 115        |

~MNOK 24 in sales and ~ MNOK 14 in insurance payouts the quarter

**EBITDA of ~ MNOK -28 after adjusting for:**

~11 MNOK related to mortality reported in May

~13 MNOK related to writedown of long-term receivables

~4 MNOK related to fair value adjustment

EBITDA-deviation from expectations also related to lower price achievement and lower harvesting volumes

Proximar expects ~11 MNOK additional insurance payouts in Q3

60 MNOK in additional working capital financing secured short term

### **Executing the comprehensive refinancing plan - fully underwritten rights issue and debt reduction**

- Addressing **working capital requirements and cash buffer** requested by the syndicated banks in conjunction with the extension of the maturity of the JPY 8.8 billion bank loan
- Over the last year several alternative financing solutions have been explored also to **refinance the convertible bond**
- The comprehensive refinancing plan includes:

Company Presentation

- **Fully underwritten MNOK 150 rights issue** securing equal treatment to all shareholders
- Amendments to convertible bond, involving lower interest costs and renegotiated conversion terms, and **voluntary conversion at same terms as rights issue**
- Amendments to the company's debt capital: **12-month extension of the syndicated bank loan**  (final documentation process ongoing)
- **Extension of other loans with maturity in 2H 2025**, including shareholder loan of MNOK 104

![](_page_11_Picture_8.jpeg)

MNOK 150 rights issue fully underwritten

Proximar is continuing to see strong interest in Japan and will continue efforts to further strengthen the investor base

### **Outlook 2025: Fish size and harvesting numbers to pick up – yielding higher prices and stronger financials**

- **Strong long-term outlook;** Solid system performance, strong fish health, high quality, and solid prices driver for positive outlook
- **Proven ability to produce premium Atlantic salmon**, with 1,000+ tonnes harvested (live weight) over the past 10 months
- **Capacity back on track:** Growth rates and harvest size expected to improve and align with plan, supporting financial performance/outlook
- On track for **full facility utilization by 2027**
- Short-term uncertainty related to growth rates and harvest sizes in the coming months, but the **number of fish scheduled for harvest in 2025 and 2026 remains intact** – extensive monitoring and sampling of growth rates over the next months, following full feeding

**# fish schedule for harvest in total for 2025 and 2026 ~900 000 ~1 000 000**

• **Insurance:** 

Company Presentation

- ~60% of repair costs reimbursed; full recovery (minus deductible) expected in Q3
- Business Interruption claim process started for operational losses

![](_page_12_Picture_11.jpeg)

Expect gradually increasing harvest weights going forward, transferring to higher price achievements

More detailed guidance for 2025/2026 to be provided in conjunction with the prospectus for the rights issue– main uncertainty for 2025 related to the average harvest weight

Harvest plan could also be impacted by optimization and timing – overall priority to get on track for 2026

#### *1 000+ tonnes harvested* **- production expected to gradually improve, driving earnings and profitability**

#### **Summary:**

Company Presentation

- The **facility finally back to full utilization** and feeding capacity
- Good and stable performance driving expectations on **production recovery**
- **Good fish health and high survival rate** continues
- Strong price achievement for market size fish, solid **fundamentals for good profitability in place** as harvest sizes are improved going forward
- Refinancing in progress to strengthen the company going forward **and improving the capital structure**
- More than **1 000 tonnes Atlantic salmon harvested since September 2024**, a milestone and proof of production capability and quality
- **Proximar is uniquely positioned** with a robust business model years ahead of competitors

**Well-positioned to deliver on long term targets as full capacity is restored and feeding is permitted to resume according to production plan**

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# **Q & A**

Company Presentation

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1 5

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# Consolidated Financial Statement Q2/H1 2025

PRIVATE AND CONFIDENTIAL

Company Presentation

1 6

#### **Statement from the Board of Directors**

We hereby confirm that the financial statements for the period from 1 January through 30 June 2025 to the best of our knowledge have been prepared in accordance with IAS 34 Interim Financial Reporting and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Proximar Seafood Group.

To the best of our knowledge, the quarterly report gives a true and fair view of the main events during the accounting period and their effect on the accounts for the first half of the year, in addition to a description of the most significant risks and elements of uncertainty facing the Group and description of major transactions with related parties.

**The board of directors and CEO**  Bergen, 21 August 2025

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#### **Consolidated statement of comprehensive income**

*(Amounts in NOK 1.000)*

|                                                                | Note | Q2 2025      | Q2 2024 | YTD 2025 | YTD 2024 | 2024     |
|----------------------------------------------------------------|------|--------------|---------|----------|----------|----------|
| Revenue                                                        |      | 23.784       | -       | 54.031   | -        | 3.509    |
| Other income                                                   | 2    | 14.310       | -       | 14.310   | -        | -        |
| Revenue and other income                                       |      | 38.095       | -       | 68.341   | -        | 3.509    |
| Cost of materials                                              |      | 28.199       | 7.749   | 50.004   | 11.487   | 41.658   |
| Changes in biomass                                             | 3    | -7.725       | -16.619 | -12.803  | -25.766  | -88.218  |
| Net fair value adjustment biomass                              | 3    | 3.948        | -8.129  | 10.420   | -10.107  | -9.018   |
| Personnel expenses                                             |      | 11.431       | 9.666   | 20.929   | 17.372   | 39.857   |
| Depreciation and Amortisation                                  | 4, 5 | 19.191       | 10.271  | 38.290   | 21.390   | 49.667   |
| Loss on disposal of PPE                                        | 2, 4 | 27.379       | -       | 27.379   | -        | -        |
| Other operating expenses                                       | 6    | 30.107       | 9.312   | 47.293   | 18.349   | 63.488   |
| Operating expenses                                             |      | 112.531      | 12.250  | 181.513  | 32.726   | 97.432   |
| Operating loss                                                 |      | -<br>-74.437 | -12.250 | -113.171 | -32.726  | -93.923  |
| Interest income                                                |      | 0            | 459     | 21       | 511      | 1.098    |
| Other financial income                                         |      | 145          | 1.194   | 387      | 2.688    | 9.952    |
| Interest expenses                                              |      | 18.945       | 13.498  | 34.920   | 23.322   | 52.990   |
| Other financial expenses                                       |      | 923          | 1.702   | 2.729    | 2.436    | 5.409    |
| Loss before tax                                                |      | -94.160      | -25.798 | -150.412 | -55.284  | -141.270 |
| Income tax expense (income)                                    |      | 908          | 6.011   | 3.111    | 6.480    | -2.066   |
| Net loss for the period                                        |      | -95.068      | -31.809 | -153.523 | -61.764  | -139.204 |
| Other comprehensive income/loss for the year                   |      |              |         |          |          |          |
| Items that may be reclassified subsequently to profit or loss: |      |              |         |          |          |          |
| Currency effect on investment in subsidiaries                  |      | -2.111       | -27.232 | -8.706   | -28.959  | 890      |
| Currency effect on loans to subsidiaries                       |      | -4.129       | -27.324 | -14.142  | -29.452  | 3.668    |
| Income tax related to these items                              |      | 908          | 6.011   | 3.111    | 6.480    | -807     |

**Total compre. loss for the financial year, net of tax -100.400 -80.354 -173.259 -113.696 -135.453** 

18

### **Consolidated statement of financial position**

*(Amounts in NOK 1.000)*

|                                                            | Note | 30 June<br>2025 | 30 June<br>2024 | 2024      |
|------------------------------------------------------------|------|-----------------|-----------------|-----------|
| ASSETS                                                     |      |                 |                 |           |
| Non-current assets                                         |      |                 |                 |           |
| Assets under construction                                  | 4    | 11.655          | 390.901         | 154.177   |
| Land                                                       | 4    | 88.962          | 84.289          | 91.987    |
| Property, plant and equipment incl. right-of<br>use assets | 4, 5 | 1.282.798       | 779.729         | 1.178.858 |
| Intangible assets                                          |      | 238             | -               | 277       |
| Long term receivables                                      | 6    | 527             | 376             | 14.307    |
| Total non-current assets                                   |      | 1.384.180       | 1.255.295       | 1.439.607 |
| Current Assets                                             |      |                 |                 |           |
| Inventory                                                  |      | 2.923           | 2.366           | 4.600     |
| Biological assets                                          | 3    | 117.136         | 52.739          | 118.718   |
| Trade receivables                                          |      | 949             | -               | -         |
| Other short term<br>receivables                            |      | 11.570          | 11.972          | 15.256    |
| Cash and bank deposits                                     |      | 9.611           | 53.373          | 60.934    |
| Total current assets                                       |      | 142.188         | 120.451         | 199.508   |
| TOTAL ASSETS                                               |      | 1.526.368       | 1.375.747       | 1.639.115 |

**EQUITY AND LIABILITIES**

| Equity                                      |   |           |           |           |
|---------------------------------------------|---|-----------|-----------|-----------|
| Share capital                               | 8 | 14.217    | 14.217    | 14.217    |
| Share premium reserve                       |   | 223.287   | 458.588   | 373.561   |
| Other equity                                |   | 23.998    | 19.591    | 23.998    |
| Translation differences                     |   | -38.079   | -78.202   | -15.232   |
|                                             |   |           |           |           |
| Total equity                                |   | 223.423   | 414.194   | 396.544   |
| Liabilities                                 |   |           |           |           |
| Non-current liabilities                     |   |           |           |           |
| Convertible bond loan                       | 9 | -         | 208.090   | -         |
| Non-current interest bearing<br>debt        | 9 | 122.300   | 625.163   | 116.332   |
| Long term liabilities to related parties    | 9 | -         | 100.792   | -         |
| Lease liabilities                           | 9 | 9.764     | 1.578     | 11.285    |
| Total non-current liabilities               |   | 132.064   | 935.623   | 127.617   |
| Current liabilities                         |   |           |           |           |
| Current portion of interest bearing<br>debt | 9 | 1.093.777 | -         | 1.062.977 |
| Current portion of lease liabilities        | 9 | 3.652     | 956       | 4.229     |
| Trade payables                              |   | 41.176    | 16.158    | 37.821    |
| Contract liabilities                        | 3 | 20.987    | -         | -         |
| Public duties payable                       |   | 267       | 576       | 576       |
| Other short term<br>liabilities             |   | 11.023    | 8.240     | 9.351     |
| Total current liabilities                   |   | 1.170.881 | 25.929    | 1.114.953 |
| Total liabilities                           |   | 1.302.945 | 961.553   | 1.242.571 |
| TOTAL EQUITY AND LIABILITIES                |   | 1.526.368 | 1.375.747 | 1.639.115 |
|                                             |   |           |           |           |

#### **Consolidated statement of cash flows**

*(Amounts in NOK 1.000)*

|                                                                                                                             | Note | Q2 2025            | Q2 2024            | YTD 2025           | YTD 2024           | 2024                 |
|-----------------------------------------------------------------------------------------------------------------------------|------|--------------------|--------------------|--------------------|--------------------|----------------------|
| Cash flow from operating activities                                                                                         |      |                    |                    |                    |                    |                      |
| Loss before tax                                                                                                             |      | -94.160            | -25.798            | -150.412           | -55.284            | -141.270             |
| Depreciation                                                                                                                |      | 19.191             | 10.271             | 38.290             | 21.390             | 49.667               |
| Change trade receivables                                                                                                    |      | 2.376              | -                  | -949               | -                  | -                    |
| Change other receivables                                                                                                    |      | -1.596             | -                  | 3.686              | 29.067             | 33.020               |
| Net fair value adjustment biomass                                                                                           | 3    | 3.948              | -8.129             | 10.420             | -10.107            | -9.018               |
| Change in biological asset                                                                                                  |      | -7.725             | -14.092            | -12.803            | -22.882            | -88.218              |
| Change in inventory                                                                                                         |      | 955                | -846               | 1.677              | -1.343             | -3.577               |
| Change trade payables                                                                                                       |      | 12.648             | 1.581              | 3.355              | -1.506             | 20.157               |
| Change in contract liabilities                                                                                              |      | 20.987             | -                  | 20.987             | -                  | -                    |
| Other accruals etc.                                                                                                         |      | 41.106             | -12.703            | 42.159             | -6.613             | -12.908              |
| Net interest expense                                                                                                        |      | 16.771             | 12.867             | 30.900             | 22.688             | 49.180               |
| Net cash flow from operating activities                                                                                     |      | 14.503             | -36.848            | -12.690            | -24.591            | -102.968             |
| Cash flow from investing activities<br>Purchase of property, plant and equipment<br>Net cash flow from investing activities | 2    | -18.860<br>-18.860 | -34.100<br>-34.100 | -48.854<br>-48.854 | -71.413<br>-71.413 | -101.014<br>-101.014 |
| Cash flow from financing activities                                                                                         |      |                    |                    |                    |                    |                      |
| Proceeds from capital increases                                                                                             |      | -                  | -                  | -                  | 156.795            | 156.795              |
| Proceeds from loans and borrowings                                                                                          | 9    | 6.866              | -                  | 50.991             | -                  | 154.936              |
| Transaction costs                                                                                                           | 9    | -43                | -                  | 75                 | -1.269             | -3.378               |
| Payments on leasing obligations                                                                                             | 5, 9 | -878               | -530               | -2.105             | -1.101             | -2.556               |
| Payments on loans and borrowings                                                                                            | 9    | -1.300             | -                  | -3.028             | -15.000            | -17.616              |
| Net interest paid                                                                                                           |      | -22.529            | -15.514            | -35.295            | -26.493            | -62.715              |
| Net cash flow from financing activities                                                                                     |      | -17.883            | -16.044            | 10.639             | 112.932            | 225.466              |
| Net change in cash and bank deposits                                                                                        |      | -22.239            | -86.992            | -50.904            | 16.928             | 21.484               |
| Cash and bank deposits as at first in period                                                                                |      | 32.139             | 140.508            | 60.934             | 39.159             | 39.159               |
| Exchange gain (loss) on cash and cash equivalents                                                                           |      | -290               | -141               | -419               | -2.715             | 290                  |
| Cash and bank deposits as at last in period                                                                                 |      | 9.610              | 53.374             | 9.611              | 53.373             | 60.934               |

### **Consolidated statement of changes in equity**

| (Amounts in NOK 1.000)                         | Note | Share<br>capital | Share premium<br>reserve | Other equity | Translation<br>differences | Total equity |
|------------------------------------------------|------|------------------|--------------------------|--------------|----------------------------|--------------|
| Balance at 1 January 2024                      |      | 5.967            | 366.597                  | 19.591       | -19.790                    | 372.364      |
|                                                |      |                  |                          |              |                            |              |
| Loss for the period                            |      |                  | -139.204                 |              |                            | -139.204     |
| Currency effect on investment in subsidiaries* |      |                  |                          |              | 890                        | 890          |
| Currency effect on loans to subsidiaries       |      |                  | -807                     |              | 3.668                      | 2.861        |
| Total comprehensive loss for the period        |      | -                | -140.011                 | -            | 4.558                      | -135.453     |
| Conversion option for issued bond, net of tax  |      |                  |                          | 4.407        |                            | 4.407        |
| Capital Increase                               |      | 8.250            | 146.976                  |              |                            | 155.226      |
| Balance at 31 December 2024                    |      | 14.217           | 373.561                  | 23.998       | -15.232                    | 396.544      |
| Balance at 1 January 2025                      |      | 14.217           | 373.561                  | 23.998       | -15.232                    | 396.544      |
| Loss for the period                            |      |                  | -153.523                 |              |                            | -153.523     |
| Currency effect on investment in subsidiaries* |      |                  |                          |              | -8.706                     | -8.706       |
| Currency effect on loans to subsidiaries       |      |                  | 3.111                    |              | -14.142                    | -11.030      |
| Total comprehensive loss for the period        |      | -                | -150.412                 | -            | -22.847                    | -173.259     |
| Capital Increase                               |      | -                | 139                      |              |                            | 139          |
| Balance at 30 June 2025                        |      | 14.217           | 223.287                  | 23.998       | -38.079                    | 223.423      |

\* Currency effect on investments in subsidiaries relates to exchange differences arising from net investment in foreign entities and are recognized in other comprehensive income.

### **Note 1 - Summary of significant accounting policies**

The Proximar Group is an early-stage Norwegian registered seafood company engaged in land-based fish farming, with its head quarter located in Bergen, Norway. Proximar Group has a production facility for Atlantic salmon close to Mount Fuji, Japan, through the fully owned Japanese subsidiary Proximar Ltd.

The Group's interim consolidated statements for the six months ended 30 June 2025 were prepared in accordance with IAS 34 Interim Financial Reporting under International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU").

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this interim financial report is to be read in conjunction with the Group's Annual Report for the year ended 31 December 2024 and any public announcements made by Proximar Seafood AS during the interim reporting period. The interim report is unaudited and is presented in Norwegian kroner ("NOK").

The Group's accounting policies adopted are consistent with those applied in the Group's 2024 Annual Report.

Company Presentation

### **Note 2 - Summary of significant accounting policies**

With references to previous stock exchange releases regarding biofilter incidents.

As a result of the incidents NOK 27.4 million has been recognized in the income statement under "loss on disposal of PPE". Almost all of the dameged equipment have been replaced and are in use as of 30 June. The equipment has been capitalized under asset group RAS with NOK 30 million. Some final completion works remain (estimated cost of NOK 2.7 million) and will be finished shortly after the reporting date.

As per 30 June the company has received an insurance compensation of NOK 14.3 million related to the damage, the compensation has been recognized as "other operating income". Further compensation from the insurance claim is expected. However, in accordance with IFRS, no additional amounts have been recognized as income as of the reporting date, as the final claim and settlement has not been finalized yet and cannot yet be measured with sufficient reliability.

#### **Note 3 – Biological assets (1/3)**

#### **Valuation of biological asset**

Company Presentation

Biological assets are, in accordance with IAS 41 and IFRS 13, measured at fair value less the associated sales costs, unless the fair value cannot be measured reliably (in which case the cost-method will be applied as for the hatchery and nursery facility).

For salmon in the grow-out facility a present value model is applied to estimate fair value. Changes in fair value of biological assets are recognized in the statement of comprehensive income.

In the hatchery and nursery facility, biomass is measured at cost less impairment losses. Cost is deemed a reasonable approximation for fair value for eggs and smolt as there is little biological transformation (IAS 41.24). Cost includes purchase price for eggs and direct attributable cost. The Group is still in a ramp-up phase, and hence the facility's production capacity is not fully used. The cost of production is therefore adjusted for unutilized production capacity, which is allocated directly to the profit and loss statement as a cost item.

Fair value of biological assets is calculated based on a cash flow-based present value model. Cash inflows are calculated as functions of estimated volume multiplied with estimated price. Fish ready for harvest (mature fish) is valued at the expected sales price with a deduction of cost related to harvest, transport etc. For fish not ready for harvest (immature fish), the model uses an interpolation methodology where the known data points are the value of the fish when being transferred to the post smolt grow-out facility and when recognized as mature fish. Cash outflows are based on historical data and estimation of known cost categories such as feed, personnel and electricity.

In accordance with IAS 41.16, a provision for onerous contracts is recorded by assessing if there are contracts in which the unavoidable costs of meeting the Company's obligations under the contract (where fair value adjustment of biological assets is included in the unavoidable costs) exceed the economic benefits expected to be received.

The estimated fair value of the biomass will always be based on uncertain assumptions. Estimates are applied to the following factors: biomass volume, the quality of the biomass, size distribution, costs, mortality and market prices. Assumptions are described in the annual report.

In Q2 2025, the company received an advance payment under a contract for the delivery of fish scheduled for Q3 2025. The contract specifies an estimated volume and an estimated price, however, the final price will be determined upon delivery based on market conditions and/or quality parameters. As of 30 June, the conditions for reliable measurement of the transaction price are not met. Consequently, no potential loss effects from the contract have been recognized as of that date.

The advance payment is presented as a contract liability under current liabilities in the balance sheet.

#### **Note 3 – Biological assets (2/3)**

**Amounts in 1,000 NOK**

Company Presentation

|                                                                               | Tonnes   |         |          |          |         |  |
|-------------------------------------------------------------------------------|----------|---------|----------|----------|---------|--|
| Volume of biological assets                                                   | Q2 2025  | Q2 2024 | YTD 2025 | YTD 2024 | 2024    |  |
| Biological assets beginning of period                                         | 1.126    | 112     | 1.058    | 40       | 40      |  |
| Increase due to production                                                    | 713      | 248     | 1.169    | 329      | 1.062   |  |
| Reduction due to harvest/sale<br>Reduction due to incident based              | -387     |         | -774     |          | -35     |  |
| mortality                                                                     | -158     |         | -158     | -9       | -9      |  |
| Volume of biomass                                                             | 1.295    | 360     | 1.295    | 360      | 1.058   |  |
|                                                                               | NOK 1000 |         |          |          |         |  |
| Reconciliation of changes in the<br>carrying amount of biological             |          |         |          |          |         |  |
| assets                                                                        | Q2 2025  | Q2 2024 | YTD 2025 | YTD 2024 | 2024    |  |
| Biological assets beginning of period                                         | 114.592  | 30.392  | 118.718  | 19.750   | 19.750  |  |
| Cost to stock in in period *                                                  | 52.239   | 16.619  | 97.157   | 27.526   | 93.809  |  |
| Cost of harvested fish                                                        | -33.615  |         | -72.473  |          | -3.908  |  |
| Mortality for fish in period (incident                                        |          |         |          |          |         |  |
| based mortality)*                                                             | -10.899  |         | -11.880  | -1.760   | -1.682  |  |
| Net fair value adjustment in period **<br>Currency translation differences in | -3.948   | 8.129   | -10.420  | 10.107   | 9.018   |  |
| period *                                                                      | -1.232   | -2.402  | -3.966   | -2.884   | 1.731   |  |
| Total carrying amount of<br>biological assets period end                      | 117.136  | 52.739  | 117.136  | 52.739   | 118.718 |  |

\* Changes in biomass in profit and loss is translated to the presentation currency using the average exchange rate for the period. Carrying amount is presented in the presentation currency using the exchange rate at the reporting date.

\*\* Fair value adjustment is calculated using the average exchange rate for the reporting month.

The company is in an early stage of the production ramp-up at the facility in Japan and the facility's production capacity is not fully utilized. Cost of production is therefore adjusted for unutilized production capacity. As per 30 June 2025 this adjustment amounted to NOK 21.2 million which has been expensed directly in the profit and loss statement. As per 31 December 2024 this adjustment amounted to NOK 48 million which has been expensed directly in the profit and loss statement.

#### **Note 3 – Biological assets (3/3)**

**Amounts in 1,000 NOK**

Company Presentation

#### **Specification of biological assets**

|                      | Number of fish | Biomass  | Cost of        | Fair value                   |         |
|----------------------|----------------|----------|----------------|------------------------------|---------|
| Biological assets    | (1000)         | (tonnes) | production *** | adjustment **Carrying amount |         |
| Smolt                | 923            | 18       | 14.396         |                              | 14.396  |
| Non-harvestable fish | 1.154          | 1.277    | 104.141        | -1.402                       | 102.739 |
| Total 30 June 2025   | 2.076          | 1.295    | 118.537        | -1.402                       | 117.136 |

|                      | Number of fish | Biomass  | Cost of        | Fair value                   |        |
|----------------------|----------------|----------|----------------|------------------------------|--------|
| Biological assets    | (1000)         | (tonnes) | production *** | adjustment **Carrying amount |        |
| Smolt                | 1.143          | 22       | 13.525         |                              | 13.525 |
| Non-harvestable fish | 483            | 339      | 29.108         | 10.107                       | 39.214 |
| Total 30 June 2024   | 1.626          | 360      | 42.632         | 10.107                       | 52.739 |

|                        | Number of fish | Biomass  | Cost of        | Fair value |                              |
|------------------------|----------------|----------|----------------|------------|------------------------------|
| Biological assets      | (1000)         | (tonnes) | production *** |            | adjustment **Carrying amount |
| Smolt                  | 1.025          | 26       | 16.722         |            | 16.722                       |
| Non-harvestable fish   | 1.020          | 1.032    | 92.978         | 9.018      | 101.996                      |
| Total 31 December 2024 | 2.045          | 1.058    | 109.700        | 9.018      | 118.718                      |

\*\* Fair value adjustment is calculated using the average exchange rate for the reporting month.

\*\*\* Cost of production is presented with exchange rate for the reporting date in this table. Production cost is adjusted for unutilized production capacity.

### **Note 4 - Land, property, plant and equipment (1/2)**

Company Presentation

| Split between Right-of-use assets and owned     |           |           |           |
|-------------------------------------------------|-----------|-----------|-----------|
| assets:                                         | YTD 2025  | YTD 2024  | 2024      |
| Carrying amount RoU-assets                      | 13.451    | 2.504     | 15.371    |
| Carrying amount owned assets                    | 1.369.963 | 1.252.416 | 1.409.652 |
| Total property, plant and equipment incl. right |           |           |           |
| of-use assets                                   | 1.383.414 | 1.254.920 | 1.425.022 |

|                                             | Assets under |        |           |         | Equipment and |           |
|---------------------------------------------|--------------|--------|-----------|---------|---------------|-----------|
| Period ended 30 June 2025                   | construction | Land   | Buildings | RAS     | vehicles      | Total     |
| Cost at 1 January 2025                      | 154.177      | 91.987 | 643.589   | 452.865 | 130.800       | 1.473.418 |
| Additions in the year/reclassifications     | -137.452     | -      | 22.879    | 177.760 | 6.026         | 69.213    |
| Disposals                                   |              |        |           |         | -766          | -766      |
| Disposals related to biofilter incidents ** |              |        |           | -28.422 |               | -28.422   |
| Currency effect*                            | -5.071       | -3.025 | -21.167   | -14.894 | -2.159        | -46.316   |
| Cost at 30 June 2025                        | 11.655       | 88.962 | 645.301   | 587.309 | 133.900       | 1.467.128 |
| Accumulated depreciation at 1 January 2025  |              |        | 29.623    | 18.018  | 16.125        | 63.767    |
| Depreciation in the year                    |              |        | 12.885    | 12.699  | 10.600        | 36.184    |
| Disposals                                   |              |        |           |         | -766          | -766      |
| Disposals related to biofilter incidents ** |              |        |           | -1.042  |               | -1.042    |
| Currency effect*                            |              |        | -360      | -355    | -263          | -977      |
| Accumulated depreciation at 30 June 2025    |              |        | 42.148    | 29.320  | 25.697        | 97.164    |
| Net carrying amount at 30 June 2025         | 11.655       | 88.962 | 603.154   | 557.989 | 108.203       | 1.369.963 |

### **Note 4 - Land, property, plant and equipment (2/2)**

|                                                               | Assets under   |                |           | Equipment and |            |           |
|---------------------------------------------------------------|----------------|----------------|-----------|---------------|------------|-----------|
| Year ended 31 December 2024                                   | construction   | Land           | Buildings | RAS           | vehicles   | Total     |
| Cost at 1 January 2024                                        | 339.042        | 91.436         | 629.664   | 169.440       | 64.484     | 1.294.067 |
| Additions in the year/reclassifications                       | -186.906       | -              | 10.133    | 282.404       | 66.026     | 171.656   |
| Disposals                                                     |                |                |           |               |            | -         |
| Currency effect*                                              | 2.042          | 551            | 3.792     | 1.020         | 290        | 7.695     |
| Cost at 31 December 2024                                      | 154.177        | 91.987         | 643.589   | 452.865       | 130.800    | 1.473.418 |
| Accumulated depreciation at 1 January 2024                    |                |                | 4.082     | 5.968         | 5.629      | 15.680    |
| Depreciation in the year                                      |                |                | 25.082    | 11.834        | 10.314     | 47.230    |
| Disposals                                                     |                |                |           |               | -          | -         |
| Currency effect*                                              |                |                | 458       | 216           | 182        | 857       |
| Accumulated depreciation at 31 December 2024                  |                |                | 29.623    | 18.018        | 16.125     | 63.767    |
| Net carrying amount at 31 December 2024                       | 154.177        | 91.987         | 613.966   | 434.847       | 114.675    | 1.409.652 |
| Estimated useful life and depreciation plan is as<br>follows: |                |                |           |               |            |           |
| Economic life                                                 | Not applicable | Not applicable | 25 years  | 25 years      | 3-15 years |           |
| Depreciation plan                                             | Not applicable | Not applicable | Linear    | Declining     | Linear     |           |
|                                                               |                |                |           |               |            |           |

\*Currency effect relates to exchange differences arising from net investment in foreign entities.

\*\* See note 2

Company Presentation

#### **Note 5 - Leases (1/2)**

#### **Amounts in 1,000 NOK**

Proximar Seafood AS leasing agreements consists of buildings and equipment used in the administration. The leasing contract of buildings ended May 2024. Rent agreement starring in April 2025 for office in Bergen is considered as agreement of low value.

Proximar Ltd. leasing agreements consists of buildings, machine and vehicles used for personnel and in the operation activities. The leasing contract of buildings has a duration until June 2026. The leasing contract of machines has a duration until July 2027, September 2027, March 2030, April 2030 and October 2030. The leasing contract of vehicles has a duration until June 2025, November 2026, January 2027, April 2027 and May 2027.

#### **Amounts recognised in the balance sheet**

Company Presentation

The balance sheet shows the following amounts relating to leases:

| Period ended 30 June 2025                  | Farming equipment | Property | Vehicles | Total  |
|--------------------------------------------|-------------------|----------|----------|--------|
| Cost at 1 January 2025                     | 14.034            | 2.803    | 1.006    | 17.843 |
| Additions in Q1                            | 214               |          | 131      | 345    |
| Additions in Q2                            | 139               |          | 163      | 302    |
| Disposals                                  |                   |          | -784     | -784   |
| Currency effect*                           | -473              | -92      | -18      | -583   |
| Cost at 30 June 2025                       | 13.914            | 2.710    | 498      | 17.123 |
|                                            |                   |          |          |        |
| Accumulated depreciation at 1 January 2025 | 518               | 1.170    | 784      | 2.472  |
| Depreciation in Q1                         | 620               | 357      | 8        | 985    |
| Depreciation in Q2                         | 623               | 351      | 148      | 1.121  |
| Disposals                                  |                   |          | -784     | -784   |
| Currency effect*                           | -52               | -58      | -13      | -122   |
|                                            |                   |          |          |        |
| Accumulated depreciation at 30 June 2025   | 1.709             | 1.820    | 144      | 3.672  |
|                                            |                   |          |          |        |
| Net carrying amount at 30 June 2025        | 12.205            | 891      | 354      | 13.451 |

\*Currency effect is included in the line item "Property, plant and

equipment incl. right-of-use assets" in the balance sheet.

| Period ended 30 June 2024                       | Farming equipment | Property | Vehicles | Total |
|-------------------------------------------------|-------------------|----------|----------|-------|
| Cost at 1 January 2024                          | 3.316             | 1.008    | 4.324    |       |
| Additions in Q1<br>-                            | 1.786             | -        | 1.786    |       |
| Additions in Q2                                 | 953               | -        | 953      |       |
| Disposals                                       | -3.323            | -8       | -3.331   |       |
| Currency effect*<br>-                           | -164              | -66      | -230     |       |
| Cost at 30 June 2024<br>-                       | 2.568             | 934      | 3.502    |       |
|                                                 |                   |          |          |       |
| Accumulated depreciation at 1 January 2024<br>- | 2.935             | 466      | 3.402    |       |
| Depreciation in Q1<br>-                         | 462               | 82       | 544      |       |
| Depreciation in Q2                              | 416               | 80       | 496      |       |
| Disposals                                       | -3.341            | -8       | -3.349   |       |
| Currency effect*<br>-                           | -53               | -43      | -96      |       |
|                                                 |                   |          |          |       |
| Accumulated depreciation at 30 June 2024<br>-   | 420               | 577      | 998      |       |
|                                                 |                   |          |          |       |
| Net carrying amount at 30 June 2024<br>-        | 2.148             | 357      | 2.504    |       |

#### **Note 5 - Leases (2/2)**

#### **Amounts in 1,000 NOK**

| Year ended 31 December 2024                  | Farming equipment | Property<br>Vehicles |       | Total  |  |
|----------------------------------------------|-------------------|----------------------|-------|--------|--|
| Cost at 1 January 2024                       |                   | 3.316                | 1.008 | 4.324  |  |
| Additions in the year                        | 14.048            | 2.739                | -     | 16.787 |  |
| Disposals in the year                        |                   | -3.323               | -8    | -3.331 |  |
| Currency effect*                             | -13               | 71                   | 6     | 63     |  |
| Cost at 31 December 2024                     | 14.034            | 2.803                | 1.006 | 17.843 |  |
|                                              |                   |                      |       |        |  |
| Accumulated depreciation at 1 January 2024   |                   | 2.935                | 466   | 3.402  |  |
| Depreciation in the year                     | 519               | 1.588                | 329   | 2.437  |  |
| Disposals in the year                        |                   | -3.341               | -20   | -3.361 |  |
| Currency effect*                             | -1                | -12                  | 9     | -5     |  |
| Accumulated depreciation at 31 December 2024 | 518               | 1.170                | 784   | 2.472  |  |
|                                              |                   |                      |       |        |  |
| Net carrying amount at 31 December 2024      | 13.516            | 1.632                | 222   | 15.371 |  |

\*Currency effect is included in the line item "Property, plant and equipment incl.

right -of -use assets" in the balance sheet.

Company Presentation

| Lease liabilities                                          | Q2 2025 | Q2 2024 | 2024   |
|------------------------------------------------------------|---------|---------|--------|
| Maturity analysis<br>- contractual undiscounted cash flows |         |         |        |
| Less than one year                                         | 4.162   | 1.636   | 4.629  |
| One to five years                                          | 9.997   | 967     | 10.742 |
| More than five years                                       | 639     |         | 1.653  |
| Total undiscounted lease liabilities at period end         | 14.797  | 2.604   | 17.023 |

#### **Lease liabilities included in the statement of financial position at period end**

| Current                                                                                                                                    | 3.652   | 1.578   | 4.229  |
|--------------------------------------------------------------------------------------------------------------------------------------------|---------|---------|--------|
| Non<br>-Current                                                                                                                            | 9.764   | 956     | 11.285 |
| Total                                                                                                                                      | 13.416  | 2.534   | 15.514 |
| Amounts recognised in the statement of profit and loss                                                                                     | Q2 2025 | Q2 2024 | 2024   |
| Interest expense                                                                                                                           | 317     | 32      | 202    |
| Depreciation expense on right<br>-of<br>-use asset                                                                                         | 2.107   | 1.041   | 2.437  |
| Total cash outflows                                                                                                                        |         |         |        |
| Principal payment                                                                                                                          | 2.422   | 1.101   | 2.556  |
| Total cash flow in financing activities                                                                                                    | 2.422   | 1.101   | 2.556  |
| Interest expense                                                                                                                           | 317     | 32      | 202    |
| Expenses relating to short<br>-term leases                                                                                                 |         |         |        |
| Expenses relating to low<br>-value leases                                                                                                  | 21      | 11      | 23     |
| Total cash outflows in operating activities                                                                                                | 337.738 | 44      | 225    |
|                                                                                                                                            |         |         |        |
| Additional information / sensitivity analysis<br>Effect on lease liabilities if the discount rate increases by 1%                          | Q2 2025 | Q2 2024 | 2024   |
| Effect on lease liabilities if the discount rate decreases by 1%                                                                           | -269    | -19     | -329   |
|                                                                                                                                            | 280     | 19      | 343    |
| Other information                                                                                                                          |         |         |        |
| The weighted average lessee's incremental borrowing rate applied to lease liabilities recognised in the statement of<br>financial position |         |         |        |
|                                                                                                                                            |         |         |        |

| 4,47% | 3,46% | 4,41% |
|-------|-------|-------|
|       |       |       |

#### **Note 6 – Long term receivables**

In the process of completing the equipment-installation, the company has paid NOK 30.8 million to subcontractors of the company's contractual counterparty to ensure completion as the contractual counterparty has experienced payment difficulties.

The company has established a claim against its contractual counterparty and has been working on various solutions to obtain settlement for this claim. Developments in 2025 have increased the uncertainty, and as reaching a settlement agreement is uncertain, a provision for loss has been made as of 30 June with the amount paid.

At year end 2024 the company made a lifetime ECL assessment which resulted in a provision for losses of NOK 14.8 million. Additional provision for loss of NOK 12.7 million is included in June 2025. Exchange rate differences is included with NOK 3.3 million in 2025.

### **Note 7 - Earnings per share**

**Amounts in NOK**

Company Presentation

|                                                      | Q2 2025     | YTD 2025     | Q2 2024     | YTD 2024    | 2024         |
|------------------------------------------------------|-------------|--------------|-------------|-------------|--------------|
| Profit (loss) for the year                           | -95.068.228 | -153.523.285 | -31.809.075 | -61.763.846 | -139.204.289 |
| Weighted average number of outstanding shares        |             |              |             |             |              |
| during the year                                      | 142.172.780 | 142.172.780  | 142.172.780 | 137.533.891 | 139.878.824  |
| Earnings (loss) per share -<br>basic and diluted (in |             |              |             |             |              |
| NOK)                                                 | -0,67       | -1,08        | -0,22       | -0,45       | -1,00        |

Earnings per share calculation is based on profit/loss in the consolidated financial statement divided by the weighted average of common shares.

#### **Note 8 - Share capital and shareholders (1/2)**

The share capital of NOK 14.217.278 consisted of 142.172.780 shares, each with a nominal value of NOK 0.1 at the end of June 2025. All shares carry equal rights.

The movement in the number of shares during the year was as follows:

|                                        | 30 June 2025 | 2024        |
|----------------------------------------|--------------|-------------|
| Ordinary shares at beginning of period | 142.172.780  | 59.672.780  |
| Issue of ordinary shares               | -            | 82.500.000  |
| Ordinary shares at 30 June             | 142.172.780  | 142.172.780 |

Shares owned by board members, group management and their related parties at 30 June 2025

|                                                  | Number of  | Ownership  |
|--------------------------------------------------|------------|------------|
| Board of Directors                               | shares     | percentage |
| Per Grieg, Grieg Kapital AS and Kvasshøgdi<br>AS | 21.934.893 | 15,4 %     |
| Viggo Halseth                                    | 123.250    | 0,1 %      |
| Elisabeth Adina Dyvik                            | 95.000     | 0,1 %      |
| Total number of shares held by Board members *   | 22.153.143 | 15,6 %     |

\* Elisabeth Adina Dyvik, Board member, has bought 95.000 shares in April 2025.

#### **Group Management**

Company Presentation

| Total number of shares held by Group management | 4.519.286 | 3,2 % |
|-------------------------------------------------|-----------|-------|
| Lars Stigaard, CTO                              | 275.000   | 0,2 % |
| Dharmarajan<br>Rajeswaran, COO                  | 61.000    | 0,0 % |
| Ole Christian Willumsen CFO                     | 628.286   | 0,4 % |
| Joachim Nielsen, CEO, Loyden AS                 | 3.555.000 | 2,5 % |

### **Note 8 - Share capital and shareholders (2/2)**

List of main shareholders at 30 June 2025

Company Presentation

|                                                               |             | 30 June 2025 |  |
|---------------------------------------------------------------|-------------|--------------|--|
|                                                               | Number of   | Ownership    |  |
| Shareholder                                                   | shares      | percentage   |  |
| Grieg Kapital AS                                              | 14.690.049  | 10,3 %       |  |
| Nordfjord AS                                                  | 10.000.000  | 7,0 %        |  |
| Kvasshøgdi<br>AS                                              | 7.244.844   | 5,1 %        |  |
| Helida<br>AS                                                  | 7.042.000   | 5,0 %        |  |
| Six SIS AG                                                    | 6.900.000   | 4,9 %        |  |
| Myrlid<br>AS                                                  | 6.330.000   | 4,5 %        |  |
| Ristora<br>AS                                                 | 5.877.830   | 4,1 %        |  |
| Daimyo Invest AS                                              | 4.683.240   | 3,3 %        |  |
| Jan Heggelund                                                 | 4.426.594   | 3,1 %        |  |
| OM Holding AS                                                 | 3.841.555   | 2,7 %        |  |
| GBR Holding AS                                                | 3.801.580   | 2,7 %        |  |
| Loyden AS                                                     | 3.555.000   | 2,5 %        |  |
| Vicama<br>AS                                                  | 3.500.000   | 2,5 %        |  |
| UBS Switzerland AG                                            | 2.762.937   | 1,9 %        |  |
| Nordnet<br>Livsforsikring<br>AS                               | 2.331.829   | 1,6 %        |  |
| Nutreco<br>International B.V.                                 | 2.160.493   | 1,5 %        |  |
| Kvasshovd<br>AS                                               | 2.090.000   | 1,5 %        |  |
| Sulefjell<br>AS                                               | 1.843.543   | 1,3 %        |  |
| Pactum AS                                                     | 1.567.023   | 1,1 %        |  |
| HRH I AS                                                      | 1.350.000   | 0,9 %        |  |
| Total number of shares attributed to the largest shareholders | 95.998.517  | 67,5 %       |  |
| The number of shares attributed to the other shareholders     | 46.174.263  | 32,5 %       |  |
| The total number of shares issued and outstanding             | 142.172.780 | 100,0 %      |  |

### **Note 9 - Borrowings and other current liabilities (1/3)**

**Amounts in 1,000 NOK**

Company Presentation

The Company has announced a plan for refinancing in stock exchange message on 9 July. The plan will strengthen the company's liquidity situation, while simultaneously simplifying and strengthening the company's balance sheet. The Company is still working with the plan and loans are presented below with conditions at they were at initial recognition. The Group expects that that the process will change the maturity of both the Japanese syndicated bank loan and loans in the Company. At the date of presentation no new agreements has been signed with the existing lenders, please see further information in note 10.

The Company has received an additional loan from major shareholder Grieg Kapital AS in March 2025, NOK 30 million. The loan matures in September 2025, with first instalment due on 1 August 2025. The agreement is part of the refinancing plan and the maturity for the instalment has been postponed.

The Group has, through its subsidiary Proximar Ltd. (Japan), signed a new loan agreement with SIIF Impact Capital Inc., securing JPY 200 million (approx. NOK 14 million) in additional funds. The loan, provided at 5 % p.a., matures in December 2029. The loan is a bond loan and is booked at face value per 30 June. Under certain conditions the loan may be converted into shares in Proximar Ltd., however no equity component has been calculated due to the immateriality of the loan amount.

There were no conversions in the convertible bond loan in Proximar Seafood AS in the second quarter, the loan consists of:

|                             | Principal |
|-----------------------------|-----------|
| Bonds issued October 2022   | 250.000   |
| Converted bonds during 2023 | -25.800   |
| Bonds sold during 2024      | 40.000    |
| Face value at 30 June 2025  | 264.200   |

The interest expensed for the year is calculated by applying an effective interest rate to the debt component for the period from issue to year end. The difference between the amount of the debt component at initial recognition and the carrying amount at year end represents the effective interest rate less interest payable accrued in the period.

| Carrying amount at 31 December 2024                     | 249.325 |
|---------------------------------------------------------|---------|
| Interest charged (using the effective<br>interest rate) | 8.694   |
| Carrying amount at 30 June 2025                         | 258.019 |

### **Note 9 - Borrowings and other current liabilities (2/3)**

**Amounts in 1,000 NOK**

| Non-current liabilities*                     | Borrowing company               | Currency | 30 June 2025 | 30 June 2024 | 31 December 2024 |
|----------------------------------------------|---------------------------------|----------|--------------|--------------|------------------|
| Convertible bond loan                        | Proximar Seafood AS<br>(Norway) | NOK      |              | 208.090      |                  |
| Non-current interest bearing debt            | Proximar Seafood AS<br>(Norway) | NOK      |              | 100.792      |                  |
| Loan to financial institution                | Proximar Ltd (Japan)            | JPY      | 108.309      | 575.451      | 116.332          |
| Convertible bond loan                        | Proximar Ltd (Japan)            | JPY      | 13.991       |              |                  |
| Bullet credit facility                       | Proximar Ltd (Japan)            | JPY      |              | 49.712       |                  |
| Leasing                                      | Proximar Ltd (Japan)            | JPY      | 9.764        | 1.578        | 11.285           |
| Total non-current liabilities*               |                                 |          | 132.065      | 935.623      | 127.617          |
|                                              |                                 |          |              |              |                  |
| Convertible bond loan                        | Proximar Seafood AS<br>(Norway) | NOK      | 258.019      |              | 249.325          |
| Current interest bearing debt                | Proximar Seafood AS<br>(Norway) | NOK      | 133.348      |              | 102.070          |
| Current interest bearing debt                | Proximar Seafood AS<br>(Norway) |          | 7.000        |              |                  |
| Loan to financial institution                | Proximar Ltd (Japan)            | JPY      | 642.943      |              | 657.331          |
| Bullet credit facility                       | Proximar Ltd (Japan)            | JPY      | 52.467       |              | 54.251           |
| Leasing                                      | Proximar Ltd (Japan)            | JPY      | 3.652        | 956          | 4.229            |
| Current portion of interest bearing<br>debt* |                                 |          | 1.097.428    | 956          | 1.067.205        |

\*Carrying amount includes capitalised borrowing cost.

|  |  | Payment profile non-current |
|--|--|-----------------------------|
|--|--|-----------------------------|

Company Presentation

| liabilities                       | 2025      | 2026  | 2027    | Total     |
|-----------------------------------|-----------|-------|---------|-----------|
| At 30 June 2025                   |           |       |         |           |
| Convertible bond loan             | 264.200   | -     | -       | 264.200   |
| Non-current interest bearing debt | 133.348   | -     | -       | 133.348   |
| Loan to financial institution     | 639.915   | 6.344 | 122.833 | 769.092   |
| Bullet credit facility            | 52.467    | -     | -       | 52.467    |
| Leasing                           | 4.162     | 3.483 | 7.153   | 14.797    |
| Total                             | 1.094.092 | 9.826 | 129.987 | 1.233.904 |

#### **Note 9 - Borrowings and other current liabilities (3/3)**

| Description of liabilities        | Currency | Interest rate **  | Final maturity ** | Pledges **             |
|-----------------------------------|----------|-------------------|-------------------|------------------------|
| Convertible bond loan             | NOK      | 7.0 %             | October 2025      | None                   |
| Non-current interest bearing debt | NOK      | NIBOR 1M + 2.25 % | October 2025      | Intercompany claims    |
| Non-current interest bearing debt | NOK      | NOWA 3M + 2.25 %  | September 2025    | Intercompany claims    |
| Loan to financial institution     | JPY      | TIBOR + 4.0 %     | August 2025       | All assets             |
| Loan to financial institution     | JPY      | 5.625 %           | September 2025    | None                   |
| Loan to financial institution     | JPY      | TIBOR + 4.4 %     | September 2027    | Second priority        |
| Loan to financial institution     | JPY      | TIBOR + 5.0 %     | September 2027    | Second priority        |
| Loan to financial institution     | JPY      | 1.3 %             | December 2039     | Third priority         |
| Bullet credit facility            | JPY      | 2.65 %            | December 2025     | Shares in Proximar Ltd |
| Convertible bond loan             | JPY      | 5.0 %             | December 2029     | None                   |

\*\* Maturity and conditions may change according to the ongoing refinancing process.

Credit facility guarantee:

The bullet credit facility is guaranteed by Grieg Kapital AS, who is also a shareholder. As security for Proximar Ltd.'s payment obligations, the Guarantor has a first priority pledge of all shares in Proximar Ltd and a first priority pledge of all claims Proximar Seafood AS has towards Proximar Ltd.

Credit facility covenants: Covenants of Proximar Seafood AS: reporting of financial statements and / or progress reports at given deadlines.

Covenants of Guarantor: to maintain own equity ratio above 50 %, to maintain own total equity above NOK 110 mill, and to maintain liquidity-ratio (ratio of current assets to current liabilities) above 200 % (adjusted for intercompany loans).

Loan to financial institution:

For the syndicated loan provided by the five Japanese banks, the Group has provided all assets and main contracts as pledge and Proximar Seafood AS is the guarantor. There are reporting requirements at given deadlines.

#### **Note 10 – Subsequent events**

On 9 July 2025, the company announced a new financing plan. The comprehensive refinancing plan includes both new equity through a rights issue and a private placement, as well as amendments and refinancing of the company's debt capital. The private placements were completed in July 2025, and the rights issue will be proposed at an extraordinary general meeting in September 2025. Since the rights issue and the private placements were not approved at the reporting date, they are not reflected in the financial statements for the period ended 30 June 2025.

The financing plan is expected to strengthen the company's liquidity position and extend debt maturities. The estimated gross proceeds amounts to NOK 164,2 million and will cover extra working capital of NOK 70 million, required as part of the refinancing of the current syndicated bank loan in Japan, and refinancing a short-term shareholder loan of NOK 30 million. In addition, the amount will cover extra funds for other general corporate purposes as well as increased working capital requirements, following the planned shift in the harvest plan to improve average harvest weights and price achievement.

On 29 July, the company entered into a bridge financing loan agreement with a credit limit of NOK 60 million. The loan consists of two tranches, with the first tranche of NOK 40 million disbursed on 29 July. The loan matures on October 22, 2025.

As this is a non-adjusting event under IAS 10 *Events after the Reporting Period*, no adjustments have been made to the carrying amounts of assets and liabilities as at 30 June 2025.