Aker BioMarine — Proxy Solicitation & Information Statement 2010

Sep 3, 2010

Aker BioMarine

part of Aker

Aker BioMarine ASA

Extra ordinary general meeting

Notice is hereby provided of an extraordinary general meeting of Aker BioMarine ASA on Friday 24 September 2010 at 08:30h (CET) at Felix Konferansesenter, Bryggetorget 3 (Aker Brygge) 0250 Oslo. Ballots will be distributed at the meeting venue from 07:30-08:30h on the day of the extraordinary general meeting.

The extraordinary 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. 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 NOK 227,272,727.

The proposed share issue shall finance the Company's participation in the newly established joint venture Trygg Pharma, established 50/50 with Lindsay Goldberg LLC. The funding need in Trygg Pharma relates to the joint venture's acquisition of Epax Holding AS with subsidiaries, as well as general funding to further develop the Trygg Pharma group. References are also made to the Company's press releases published today. Based on the above, the Board of Directors proposes that the extraordinary general meeting adopts the following resolution:

1. The Company's share capital shall be increased from NOK 728,112,121 with NOK 227,272,727 to NOK 955,384,848 by the issue of 227,272,727 new shares, each with the nominal value of NOK 1.
2. The subscription price will be NOK 1.10 per share, with total proceeds from the issue of NOK 249,999,999.70.
3. The Company's shareholders as of the end of the date of the extraordinary general meeting shall have a preferential right to subscribe for the shares.

Tradable subscription rights shall be issued. Over-subscription and subscription without subscription rights is permitted. In the case of oversubscription, allocation of shares which have not been subscribed for on the basis of preferential rights shall be made by the Board of Directors.

In respect of shareholders residing in countries where the legislation does not permit subscription for new shares on the basis of the preferential right (as reasonably determined by the Company), the Company or a party authorised by the Company, shall have the right (but no obligation) to sell such shareholders' subscription rights for a transfer of the net proceeds at the sale to such shareholders.

1. The subscription period will last for two weeks and will commence on and include 30 September 2010 and expire on 14 October 2010 at 17:30h (CET). In the event that the Financial Supervisory Authority of Norway has not approved the prospectus prepared in connection with the rights issue by the expiry of 29 September 2010, the subscription period will commence on the first day of trading at Oslo Bars after such approval and expire at 17:30h (CET) two weeks thereafter. The Board of Directors may prolong the subscription period by up to two weeks.

2. The share issue is fully underwritten by the Company's major shareholder Aker Seafoods Holding AS. Shares not subscribed for by the end of the subscription period will be allocated to Aker Seafoods Holding AS.

3. Share deposits shall be made in cash. Deadline for the payment of the new shares is the seventh day of trading at Oslo Bars after the expiry of the subscription period as described in section 4 above.

At the time of subscription, each subscriber with a Norwegian bank account must provide the Company/Manager with a power of attorney to debit a specified Norwegian bank account for the subscription amount corresponding to the amount of shares allocated after allocation has been made.

For other subscribers, payment shall be made to a separate account in the company's name.

1. Registration of the share issue is conditional upon the conditions for Trygg Pharma AS' obligation to complete the purchase of shares in Epax Holding AS from Austevoll Seafood ASA being fulfilled.
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 Norwegian Register of Business Enterprises, including the right to share dividends which are decided after the registration.
3. With effect from the registration of the rights issue with the Norwegian Register of Business Enterprises 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.
4. No commission shall be paid for the underwriting described in section 5 above.

A copy of last annual accounts, annual report and auditor's statement are made available at the company's offices. Based on the judgment by the board of directors, no major events have occurred following the last balance sheet date. Further details regarding the share issue and important considerations that must be considered before subscribing for new shares will be included in the prospectus that will be prepared in connection with the offering.

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

The company's share capital is NOK 728,112,121 divided into NOK 728,112,121 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 extra ordinary general meeting

Shareholders who wish to participate at the extra ordinary 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 "Investortjenester" (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.

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Notification of attendance must be sent electronically or received no later than September 22, 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 "Investor|jenester" (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 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, September 22, 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 Røkke has appointed attorney Asle 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.

Encl 1 Attendance and proxy form