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Aker BioMarine Proxy Solicitation & Information Statement 2010

Sep 24, 2010

3527_rns_2010-09-24_1ec71b76-8a72-44b4-88ef-997a6670a715.pdf

Proxy Solicitation & Information Statement

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Extraordinary General Meeting

Oslo, September 24 2010

The preferred partner

img-0.jpeg

AkerBioMarine

part of Aker


Agenda

  1. Opening of the EGM and election of person to co-sign meeting minutes along with meeting chair
  2. Capital Increase

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The preferred partner

© Aker

AkerBioMarine®

part of Aker


Agenda

  1. Opening of the EGM and election of person to co-sign meeting minutes along with meeting chair
  2. Capital Increase

The preferred partner

© Aker

AkerBioMarine®

part of Aker


2. Proposed resolution (i)

  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. Oversubscription 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.

  4. 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 Børs 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.

  5. 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.

The preferred partner

© Aker

AkerBioMarine™

part of Aker


2. Proposed resolution (ii)

  1. Share deposits shall be made in cash. Deadline for the payment of the new shares is the seventh day of trading at Oslo Børs 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.

  2. 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.

  3. 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.

  4. 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.

  5. No commission shall be paid for the underwriting described in section 5 above.

The preferred partner

© Aker

AkerBioMarine™

part of Aker


Disclaimer

  • This Document includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Document are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Aker BioMarine ASA and Aker BioMarine ASA’s (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for Aker BioMarine’s businesses, oil prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Document. Although Aker BioMarine ASA believes that its expectations and the Document are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Document. Aker BioMarine ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Document, and neither Aker BioMarine ASA nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use.

  • The Aker BioMarine group consists of many legally independent entities, constituting their own separate identities. Aker BioMarine is used as the common brand or trade mark for most of this entities. In this document we may sometimes use "Aker BioMarine", "Group, "we" or "us" when we refer to Aker BioMarine companies in general or where no useful purpose is served by identifying any particular Aker BioMarine company.

The preferred partner

AkerBioMarine

© Aker

part of Aker Status and outlook | 6

© Aker ASA | April 2010