Aker BioMarine — AGM Information 2010

Mar 18, 2010

KPMG

KPMG AS
P.O. Box 7000 Majorstuen
Sørkedalsveien 6
N-0306 Oslo

Telephone +47 04063
Fax +47 22 60 96 01
Internet www.kpmg.no
Enterprise 935 174 627 MVA

To the Annual Shareholders’ Meeting of Aker BioMarine ASA

Statement of Contract with Aker ASA

The responsibility of the board and our assignment

At the request of the Board of Directors of Aker BioMarine ASA (“the Company”), we, as independent experts, will provide a statement pursuant to §3-8, cf. §2-6, of the Norwegian Public Limited Liability Companies Act. The Board of Directors is responsible for the valuations performed.

Our responsibility is to prepare a statement regarding the agreement for the assignment of receivables and to declare whether the value of the receivables assigned and received are reasonably equal. Per the agreement, the Company assigns receivables due from Ocean Harvest AS, for consideration in the form of a receivable from Aker ASA (“Aker”) of equal face value.

Our statement consists of two sections. The first section is a presentation of information pursuant to §2-6, first paragraph, sentence 1 through 4 of the Norwegian Public Limited Liability Companies Act. Section number two is our statement where we declare whether the value of the receivables assigned and received are reasonably equal.

Description of the assets

The Company’s Board of Directors has approved the agreement where the Company and Aker agree that the Company shall assign its position as creditor against debtor, Ocean Harvest AS, in the principal amount of NOK 162 400 000 to Aker, for a consideration in the form of a receivable from Aker equal to the principal amount plus any accrued interests.

The agreement is part of a larger restructuring of the Company’s debt and equity structure which, amongst other things, enables the Company to extend the maturity date of the bonds by three years, and to render it possible for Aker to issue a standard, immediate recourse guarantee in favor of Norsk Tillitsmann ASA on behalf of the bondholders of the Company’s bond.

Principle for valuation

The parties have assumed going concern of the debtor, and the receivables are valued at principal amount. This is assumed to reflect fair market value of the receivable

Offices in:

| KPMG AS, a Norwegian member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.
Statisticians/inte revisorer · medlemmer av Den norske Revisorforening | Oslo
Boda
Atle
Arendal
Børgen
Elvarum
Finnsnes
Herner | Grimsted
Haugesund
Krohensland
Larvik
Ma i Rora
Molde
Narvik
Røros | Sandefjord
Sandnesjøen
Støvenger
Stord
Tromsø
Trondheim
Tønsterg
Ålesund |
| --- | --- | --- | --- |

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KPMG

Matters which may be of importance in the evaluation of the agreement

The execution of this agreement is contingent on Aker issuing a standard, immediate recourse guarantee in favor of Norsk Tillitsmann ASA on behalf of the bondholders of the FRN Aker BioMarine ASA Callable Bond Issue 2007/2010.

The completion of this agreement is pending the completion of a share offering by the Company of minimum NOK 586 000 000 in cash.

The receivable obtained as consideration from Aker, along with all existing receivables from Aker of NOK 354 686 762, are to be offset against the Company’s payable to Aker. The total principal amount to be offset is NOK 517 086 762.

To our knowledge there are no other significant conditions of importance in the evaluation of this agreement with Aker.

Basis for our statement

We have conducted our procedures in accordance with the Norwegian Standard of Audit attestation assignments SA 3802. The standard requires that we plan and perform procedures to obtain reasonable assurance about whether the value of the receivables assigned and received are reasonably equal. Our work includes assessing the valuation of the receivables received and consideration paid, including the principles of the valuation as well as considering the applied models for valuation and the underlying assumptions used in the models.

In our view, the procedures we performed provides us reasonable basis for our statement.

Statement

In our opinion, the receivable to be assigned by the Company is valued in accordance with the above described principles and the value of the receivables assigned and received are reasonably equal.

Oslo, 15. March 2010
KPMG AS

Vegard Tangerud
State Authorized Public Accountant

Note: This translation from Norwegian has been prepared for information purposes only

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KPMG

KPMG AS

P.O. Box 7000 Majorstuen

Sørkedalsveien 6

N-0306 Oslo

Telephone +47 04063

Fax +47 22 60 96 01

Internet www.kpmg.no

Enterprise 935 174 627 MVA

To the Annual Shareholders’ Meeting of Aker BioMarine ASA

Statement of Contract with Aker ASA

The responsibility of the board and our assignment

At the request of the Board of Directors of Aker BioMarine ASA (“the Company”), we, as independent experts, will provide a statement pursuant to §3-8, cf. §2-6, of the Norwegian Public Limited Liability Companies Act. The Board of Directors is responsible for the valuations performed.

Our responsibility is to prepare a statement regarding the Counter Indemnity Agreement and to declare whether the value of the guarantee received and the consideration paid is reasonably equal. Per the agreement, Aker ASA (“Aker”) issues a standard, immediate recourse guarantee in favor of Norsk Tillitsmann ASA (“the Loan Trustee”) on behalf of the bondholders of the FRN Aker BioMarine ASA Callable Bond Issue 2007/2010 (“the Bond Loan”). Aker receives consideration of a 5 percent guarantee premium of the total amount covered by the guarantee at any time.

Our statement consists of two sections. The first section is a presentation of information pursuant to §2-6, first paragraph, sentence 1 through 4 of the Norwegian Public Limited Liability Companies Act. Section number two is our statement where we declare that the value of the guarantee received and the consideration paid is reasonably equal.

Description of the assets

In connection with the amendment of the terms of the Bond Loan where the maturity date is extended by three years, the holders of the Bond Loan have requested Aker to issue a standard, immediate recourse guarantee. The Company has negotiated an agreement with Aker including the terms for providing this guarantee.

The issuance of the guarantee from Aker is contingent on several issues, and is part of a larger restructuring of the Company’s debt and equity structure.

As long as the guarantee is effective, the Company irrevocably and unconditionally agrees to pay Aker a 5 percent guarantee premium of the total amount covered by the guarantee at any time. The guarantee fee is calculated on a monthly basis and is payable when the guarantee and loan are due.

Principle for valuation

The guarantee premium paid is assumed to represent fair market value.

Offices in:

| KPMG AS, a Norwegian member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. | Oslo
Bede
Atta
Arendal
Bergen
Elverum
Fennos
Hamar | Ginnstad
Haugesund
Kristiansand
Løvik
Mo i Rana
Molde
Nevik
Roros | Sandefjord
Sandreusjoen
Stavanger
Stord
Tramsa
Trondheim
Tensberg
Alesund |
| --- | --- | --- | --- |

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KPMG

The basis for calculation of the guarantee premium is the difference between assessed credit spread of Aker and the Company.

Matters which may be of importance in the evaluation of the agreement

Aker has secured their recourse right in the following assets belonging to the Company:

• Shares in Natural Nutrition Development Ltd AS (business registration number 950 292 709)
• Shares in Trygg Pharma AS (business registration number 994 555 405)
• Receveivables (factoring security)
• Inventory
• Chattels

The agreement is contingent upon Aker’s approval, and upon the Company completing a share offering in which a minimum of NOK 586 million in cash is raised.

To our knowledge there are no other significant conditions of importance in the evaluation of this agreement with Aker.

Basis for our statement

We have conducted our procedures in accordance with the Norwegian Standard of Audit attestation assignments SA 3802. The standard requires that we plan and perform procedures to obtain reasonable assurance about whether the value of the guarantee received and the consideration paid is reasonably equal. Our work includes assessing the valuation of the guarantee received, including the principles of valuation as well as considering the applied models for valuation and the underlying assumptions used in the models.

In our view, the procedures we performed provides us reasonable basis for our statement.

Statement

In our opinion, the guarantee to be received by the Company in the Counter Indemnity Agreement is valued in accordance with the above described principles and that the value of the guarantee received and the consideration paid is reasonably equal.

Oslo, 15. March, 2010
KPMG AS

Vegard Tangerud
State Authorized Public Accountant

Note: This translation from Norwegian has been prepared for information purposes only

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