Aker BioMarine — Proxy Solicitation & Information Statement 2010

Mar 18, 2010

Aker BioMarine

Aker BioMarine ASA

Notice of annual general meeting

Notice is hereby provided of the annual general meeting of Aker BioMarine ASA on Thursday 8 April 2010 at 08:00h (CET) at Felix Konferansesenter, Bryggetorget 3 (Aker Brygge) 0250 Oslo. Ballots will be distributed at the meeting venue from 07:00-08:00h on the day of the annual general meeting.

The annual general meeting will be held for the purposes stated below:

1. Opening of the annual general meeting and election of person to co-sign meeting minutes along with meeting chair.

2. Ordinary Agenda Items
   2.1. Presentation of business activities.
   2.2. Approval of the 2009 annual accounts of Aker BioMarine ASA and consolidated accounts and the Board of Directors' Report.
   2.3. Determination of Board members' remuneration.
   2.4. Determination of Nomination Committee members' remuneration.
   2.5. Approval of auditors' fees.
   2.6. Handling of the Board of Directors' statement on the determination of salary and other remuneration to leading employees of the company. The statement is contained in note 30 to the consolidated accounts in the Annual Report.
   2.7. Election of Board members.
   2.8. Election of Nomination Committee members.
   2.9. Reduced notice period of extraordinary general meeting.

3. Amendments to Articles of Association

During 2009 certain amendments were made to chapter 5 to the Public Limited Companies Act, regarding annual general meetings. Provided documents concerning items to be discussed at the general meeting are made available at the company's web-site, section 5-11a, in the Public Limited Companies Act allows companies to determine in their articles of association that the requirement to mail the documents to the shareholders, does not apply.

Section 5-11b to the Public Limited Companies Act, sets a new deadline for notification of general meeting to at a minimum of 21 days prior to the date of the meeting.

In section 5-8b to the Public Limited Companies Act allows for companies to determine in their articles of association that the shareholders shall be able to cast votes in writing, including by electronic communication, in a period prior to the general meeting (vote in advance).

Consequently, the Board proposes to amend the Articles of Association accordingly.

The Board further proposes adjustment of the wording of the Articles of Association by changing the title of the chairman of the Board. This change is only applicable for the Norwegian version of the articles of association whereas the Norwegian word for chairman is changed to a gender neutral term.

Based on this, the Board proposes that the general meeting adopts the following resolution:

"Section 9 of the Articles of Association is amended as follows:

Notice of the General Meeting shall be made by written notification to all shareholders with a known address.

Provided documents concerning items to be

discussed at the General Meeting are made available at the company's web-site, the requirement of mailing the documents to the shareholders does not apply. This also applies for documents which, according to the law, shall be included in or attached to the notice of General Meeting. Despite this, each shareholder is entitled to request that the documents concerning items to be discussed at the General Meeting are mailed.

The company may set a deadline in the Notice of General Meeting for registration of attendance to the General Meeting, which shall not fall earlier than five (5) days prior to the General Meeting.

The Board can decide that the shareholders shall be able to cast votes in writing, including by electronic communication, in a period prior to the General Meeting. For such voting an adequate method to authenticate the sender shall be used.

The Chairman of the Board or a person designated by him shall preside at the General Meeting. The Annual General Meeting shall discuss and decide on the following matters.

a) Approval of the annual accounts and the annual report, including distribution of dividend, if any.
b) Other matters that pursuant to law or the Articles of Association fall under the authority of the general meeting."

1. Approval of Agreement with Aker ASA regarding assignment of receivables and settlement of debt

The Board of Directors has proposed that the Company enters into an agreement regarding sale of the Company's receivable from Ocean Harvest AS to Aker ASA for a consideration equal to the nominal value of the receivable. Simultaneously, the Company will net its debt positions towards Aker ASA.

The agreement is part of a larger restructuring of the Company's debt and equity structure, in which inter alia the maturity date for the Company's bond loan will be extended by three years, it will be arranged for Aker ASA to issue a guarantee for the Company's obligations regarding the bond loan which makes such an extension possible, and that the Company's capital structure is strengthened through the Aker Group's contribution of equity in order to pay the Company's net debt to Aker (see section 6 below). In order to facilitate this general restructuring process, the Company has negotiated an agreement with Aker ASA which governs the netting of the Company's debt positions. The effectuation of the agreement is conditional upon Aker ASA having issued a guarantee for the Company's bond loan (see section 6 below).

The Board of Directors has obtained a statement from an independent expert, in accordance with the Public Limited Companies Act, section 3-8 and section 2-6, duly provided in Appendix 1 to this Notice.

The Board of Directors proposes that the annual general meeting adopts the following resolution:

"The annual general meeting approves the agreement with Aker ASA regarding the sale of receivables and the settlement of debt positions, and authorises the Board of Directors to make minor changes to the agreement."

1. Approval of Agreement with Aker ASA regarding guarantee

The Company's bond holders have required as a condition for the three-year extension of the mature

date of the bond loan that Aker ASA issues a guarantee for the Company's remaining obligations under the bond loan agreement. The Company has negotiated an agreement with Aker ASA which governs terms and conditions for such a guarantee from Aker ASA. The Agreement is subject to approval by Aker ASA. The Board of Directors has obtained a statement from an independent expert, in accordance with the Public Limited Companies Act, section 3-8 and section 2-6, duly provided in Appendix 2 to this Notice.

The Board of Directors proposes that the annual general meeting adopts the following resolution:

"The annual general meeting approves the agreement regarding a guarantee from Aker ASA with the appurtenant mortgage agreements, and authorises the Board of Directors to make minor changes to the agreement."

1. Capital Increase

The Board of Directors proposes that a share issue be carried out with the aim of increasing the Company's share capital with no less than NOK 586,000,000 and no more than NOK 638,000,000.

The proposed share issue is part of a general solution where the equity of the Company is strengthened and the Company's debt is reduced as described in section 4 of this Notification, and in order for the maturity date of the Company's bond loan to be extended by three years. The Company has agreed that NOK 488,000,000 of the share issue proceeds be used to repay the Company's debt towards the Aker group, and it is a condition for Aker Seafoods Holding AS' subscription in the share issue that NOK 488,000,000 of the proceeds is used to pay the Company's debts to Aker.

Based on the above, the Board of Directors proposes that the annual general meeting adopts the following resolution:

1. "The Company's share capital shall be increased by no less than NOK 586,000,000 and no more than NOK 638,000,000 through share issue of no less than 586,000,000 and no more than 638,000,000 new shares, each with the nominal value of NOK 1. The subscription rate per share will be NOK 1, and share deposits shall be made in cash.

2. Shareholders in the Company at the end of 8 April 2010, who are duly registered as such in the Company's shareholders register with the Norwegian Central Securities Depository (VPS) at the end of 13 April 2010, will have priority rights at the subscription of shares, and will receive one (1) subscription right per 0.14124156897 share they are registered as holders of at the end of 13 April 2010. Shareholders acquiring shares 8 April or sooner, who are not registered in the Company's shareholder register in VPS by the end of 13 April 2010 will not be provided with subscription rights. Each subscription right gives right to subscribe for one (1) new share in the Company. Subscription rights are tradable. Fractional subscription rights will not be issued.

Aker Seafoods Holding AS will, at the execution of their subscription rights, maximum be allotted and considered to subscribe for shares according to the following formula:

The maximum number of allotted and purchased

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shares = 488,000,000 + (4.99000826856x(A-98,000,000))

in which A represents the total number of shares subscribed by investors and existing shareholders in the share issue except Aker Seafoods Holding AS. This implies that Aker Seafoods AS' subscription rights do not grant the right to be allotted and subscribe for more than 488,000,000 shares until at least 98,000,000 shares have been subscribed by other parties than Aker Seafoods Holding AS, and furthermore that Aker Seafoods Holding AS' subscription rights to not grant the right to be allotted more than 83.305532226 per cent of the shares beyond 586,000,000 shares. In the event that A-98,000,000 represents a negative number, Aker Seafoods Holding AS' subscription rights grants the right to 488,000,000 shares.

1. Over-subscription and subscription without subscription rights are permitted.
2. Allocation of shares subscribed in the share issue is made by the Company's Board of Directors. The following allocation principles shall apply (with the modifications for Aker Seafoods Holding AS as described in section 2 above):

(i) Shares will be allotted to subscribers based on allotted and acquired subscription rights which are duly exercised during the subscription period.
(ii) In the event that not all issued subscription rights are exercised, subscribers who have subscribed on the basis of subscription rights and who have over-subscribed, will be allotted further new shares proportionally to the number of subscription rights they have exercised. If it is impossible to execute proportional allotment, the Company will allot shares by lottery.
(iii) New shares that have not been allotted in accordance with section (i) and (ii) above will be allotted to subscribers who do not hold subscription rights. Attempts will be made at allotting shares proportionally based on the respective subscription amounts, with proviso for rounding off of amounts.

1. The Company will prepare a prospectus to be approved by Oslo Bars in connection with the share issue. Unless the Board of Directors decides otherwise, the prospectus will not be registered with or approved by any foreign stock exchange authorities. New shares cannot be acquired by investors in jurisdictions in which the offering of new shares is prohibited. The Company or parties authorised by the Company may, for shareholders who in the view of the Company are not entitled to acquire new shares as a consequence of legal restrictions or other regulations in the jurisdiction where the share holder is residing or a citizen, sell the share holder's subscription rights for a transfer of the net proceeds at the sale to the shareholder.
2. The subscription period will commence on 15 April 2010 and expire on 29 April at 17:30h (Oslo time). In the event that the prospectus has not been approved before the intended commencement of the subscription period, the subscription period will commence on the fourth day of trading at Oslo Bars after such approval and expire at 17:30h (Oslo time) two weeks thereafter.
3. Deadline for the payment of the new shares is 10 May 2010, or on the seventh day of trading at Oslo Bars after the expiry of the subscription period in the event that the subscription period is delayed as described in section 6 above. At the time of subscription, allottees who acquire shares against cash payment and who have a Norwegian bank account must provide the

Company with a power of attorney to debit a specified Norwegian bank account for the subscription amount equal to the number of allotted shares. At the time of allotment, the allotted amount will be debited from the allottee's account. Debiting will be performed on or around the deadline.

1. Shareholders' preferential right to new shares is set aside as described in this decision.
2. The new shares will provide the same rights as existing shares in the Company, and rights will be valid from the time of registration of the capital increase in the Register of Business Enterprises, including the right to share dividends which are decided after the registration.
3. Section 3 in the Articles of Association will be changed in order to reflect the Company's share capital and number of shares after the share issue."

The shares of the company and the right to vote for shares

The company's share capital is NOK 90,112,121 divided into 90,112,121 shares. Each share carries one vote.

Each shareholder has the right to vote for the number of shares owned by the actual shareholder and registered in the shareholder's register with the Norwegian Central Securities Depository (VPS) at the time of the general meeting. If a share acquisition has not been registered with the Norwegian Central Securities Depository (VPS) at the time of the general meeting, voting rights for the acquired shares may only be exercised if the acquisition is reported to the Norwegian Central Securities Depository (VPS) and proven at the general meeting. In a share transfer, the parties may agree that the seller can exercise the rights as holder of the shares until the shares has been transferred to the acquirer.

According to the company's assessment, neither the actual owner nor the agent has the right to vote for shares registered on nominee accounts with the Norwegian Central Securities Depository (VPS), cf. the Public Limited Companies Act section 4-10. The actual owner may, however, vote for the shares in the event all necessary steps are taken to terminate the custodian registration of the shares, and the shares are transferred to an ordinary account registered with the Norwegian Central Securities Depository (VPS), in the owner's name. Provided that the owner can document such conduct, and he has an actual ownership interest in the company, he may, in the company's opinion, vote for the shares, even though they are not yet registered on an ordinary VPS-account.

The shareholders' rights

A shareholder cannot demand that new items are added to the agenda now, as the deadline for such request has expired, cf. Public Limited Companies Act section 5-11 second sentence.

A shareholder has the right to make proposals for a resolution regarding the items which will be discussed by the general meeting.

A shareholder has the right to request Board members and CEO to provide necessary information to the general meeting that may influence the approval of the annual accounts and the Board of Directors' report; items brought before the General Meeting for approval; the company's financial state, including information on other businesses the company may have interest in, and other items to be discussed at the general meeting, unless the information requested may not be disclosed without disproportionate damage to the company.

If additional information is necessary, and an answer not will be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such reply shall be available at the company's office and sent to shareholders requesting the information. If the

answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

Registration of attendance to the general meeting

Shareholders who wish to participate at the annual general meeting, either in person or by proxy, may register attendance via Aker BioMarine ASA's website www.akerbiomarine.com (PIN-code and reference number from the Notice of Attendance is required). Alternatively, notice of attendance or proxy may be submitted via "Investorjenester" (Investor services), a service offered by most registrars in Norway, or by completing and returning the enclosed attendance ballot form to Aker BioMarine ASA, c/o DnB NOR Bank ASA, Verdipapirservice, NO-0021 Oslo, Norway, telefax +47 22 48 11 71.

Notification of attendance must be sent electronically or received no later than April 6, 2010 at 12:00 hrs (Oslo time). Shareholders who fail to register by this deadline may be denied access to the annual general meeting and denied the right to vote, cf. the company's Articles of Association section 9.

Proxy

A shareholder, not present himself at the general meeting, may grant proxy to a nominated proxy holder. Any proxy not naming proxy holder will be deemed given to the chairman or a person designated by him. Enclosed with the Notice of general meeting is a form for granting proxy. We kindly ask you to send the proxy to Aker BioMarine ASA c/o DnB NOR Bank ASA, Verdipapirservice, NO-0021 Oslo, Norway, telefax +47 22 48 11 71. The proxy may also be submitted via "Investorjenester" (Investor services) or Aker BioMarine ASA's website www.akerbiomarine.com (PIN-code and reference number from the Notice of Attendance is required)

Shareholders may also grant proxy with voting instructions. A separate proxy form for such detailed voting instructions is enclosed with the Notice of general meeting. Proxy with voting instructions should be sent by mail or telefax to Aker BioMarine ASA v/DnB NOR Bank ASA, Verdipapirservice, NO-0021 Oslo, Norway/telefax +47 22 48 11 71. Online registration of proxy with voting instructions is not possible.

For all proxies with and without instructions, the same deadline applies as for notification of attendance, April 6, 2010 at 12:00h (CET).

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Pursuant to Section 9 of the Articles of Association and Section 5-12 (1) of the Norwegian Public Limited Liability Companies Act, the Chairman of the Board, Kjell Inge Rokke has appointed attorney Ase Aarbakke to open and chair the annual general meeting.

The notice of the annual general meeting and additional information related to the general meeting, is also available at Aker BioMarine's website, www.akerbiomarine.com/Investor/generalforsamling.

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Appendix 1: Statement from independent expert, in accordance with the Public Limited Companies Act, sections 3-8 and 2-6

Appendix 2: Statement from independent expert, in accordance with the Public Limited Companies Act, sections 3-8 and 2-6

Appendix 3: Registration form/proxy form

Appendix 4: Annual Report 2009