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AKVA Group Annual Report 2015

Apr 11, 2016

3532_rns_2016-04-11_96b386e2-2a26-416a-9a90-2aba1217d4ad.pdf

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2015 Annual Report

Your Aquaculture Technology and Service Partner

AKVA group Annual Report 2015

4

AKVA group in brief Content

AKVA group is the leading technology and service partner to the aquaculture industry worldwide. The company has 670 employees, offices in 8 countries and a total turnover of NOK 1.4 billions in 2015.

We are a public listed company operating in one of the world's fastest growing industries and supply everything from single components to complete installations, both for cage farming and land based aquaculture. AKVA group is recognized as a pioneer and technology leader through more than 40 years. Our corporate headquarter is in Bryne, Norway.

  • Complete Aquaculture Projects Recirculation Systems Plastic Cages Steel Cages Moorings Nets
  • Net Cleaning Cage Cleaning Workboats Feed Barges Feed Systems Camera & Sensor Systems
  • Underwater Lights Production Software Processing Software Services Rental AKVA group Chile office with well known brands.

  • Highlights 2015 4

  • Financial key figures 5
  • CEO's Report 9
  • Corporate Management 11
  • Board of Directors' Report 13
  • Board of Directors 20
  • Financial statement | Group 23
  • Financial statement | Group, notes 29
  • Financial statement | Parent company 67
  • Financial statement | Parent company, notes 73
  • Auditor's Report 85
  • Articles of Association 87
  • Corporate Social Responsibility 89
  • Corporate Governance 95

  • 2015 was the best financial year ever for AKVA group for the second year in a row

  • Revenue in 2015 of MNOK 1.425 a 14% increase compared to revenue in 2014
  • EBITDA in 2015 of MNOK 135 an increase of 31% compared to EBITDA in 2014
  • Return on Capital Employed (ROCE) of 15%
  • A dividend of NOK 1 per share (total MNOK 25.8) from the dynamic dividend policy was paid in November 2015
  • Good order inflow during the year resulted in the highest order backlog ever
  • A broader mix of product and services contributing to revenues in 2015 compared to earlier years – becoming a stronger and more diversified AKVA group
  • Acquisition of Aquatec Solutions A/S end of September 2015 – strengthening our position in the Land Based segment and gives us a good position for future expected growth in this segment
  • Financially stronger than ever well positioned for further growth

Highlights 2015

Future growth in the service segment will strengthen AKVA group´s market position.

Financial key figures

Profitability

Net Profit (Loss) Attributable to:

Financial position

(in NOK 1 000) 2015 2014 2013 2012 2011
Profitability
Revenues 1 425 338 1 246 059 918 670 831 530 893 552
EBITDA 135 159 103 365 46 905 57 816 61 953
EBIT 87 709 67 635 13 816 26 704 29 253
Profit before tax 78 090 62 894 4 567 17 379 14 256
Net profit 58 400 54 500 2 373 10 274 11 485
Net Profit (Loss) Attributable to:
Non-Controlling interests 1 572 -580 -501 - -
Equity holders of AKVA group ASA 56 828 55 080 2 874 10 274 11 485
Cash flow from operations 95 622 82 485 92 969 41 642 -35 886
Financial key figures
EBITDA margin
9,5 % 8,3 % 5,1 % 7,0 % 6,9 %
EBIT margin 6,2 % 5,4 % 1,5 % 3,2 % 3,3 %
Return on capital employed 14,7 % 14,1 % 3,3 % 6,2 % 6,2 %
(in NOK 1 000)
Return on equity
2015
13,7 %
2014
14,2 %
2013
0,8 %
2012
3,2 %
2011
3,5 %
Profitability
Financial position
Revenues
1 425 338 1 246 059 918 670 831 530 893 552
Non-current assets
EBITDA
467 031
135 159
353 988
103 365
307 801
46 905
278 503
57 816
289 474
61 953
Current assets
EBIT
616 096
87 709
549 833
67 635
414 180
13 816
394 073
26 704
432 189
29 253
Profit before tax
Total assets
78 090
1 083 127
62 894
903 821
4 567
721 981
17 379
672 576
14 256
721 663
Net profit 58 400 54 500 2 373 10 274 11 485
Equity attributable to equity holders of AKVA group ASA
Net Profit (Loss) Attributable to:
424 988 387 577 336 601 325 274 323 771
Non-controlling interests
Non-Controlling interests
3 444
1 572
1 676
-580
2 255
-501
-
-
-
-
Equity holders of AKVA group ASA
Total equity
56 828
428 432
55 080
389 252
2 874
338 856
10 274
325 274
11 485
323 771
Long-term debt 221 978 131 344 55 934 69 765 112 208
Short-term debt
Cash flow from operations
432 717
95 622
383 225
82 485
327 191
92 969
277 537
41 642
285 684
-35 886
Total equity and liabilities
EBITDA margin
1 083 127
9,5 %
903 821
8,3 %
721 981
5,1 %
672 576
7,0 %
721 663
6,9 %
EBIT margin 6,2 % 5,4 % 1,5 % 3,2 % 3,3 %
Return on capital employed
Gross interest-bearing debt
14,7 %
245 634
14,1 %
142 446
3,3 %
132 888
6,2 %
143 361
6,2 %
182 917
Cash and cash equivalents
Return on equity
160 458
13,7 %
143 935
14,2 %
95 855
0,8 %
69 783
3,2 %
57 281
3,5 %
Net interest-bearing debt 136 117 88 511 74 558 106 564 145 685
Working capital
Financial position
131 120 126 452 106 499 155 665 181 981
Equity ratio
Non-current assets
39,6 %
467 031
43,1 %
353 988
46,9 %
307 801
48,4 %
278 503
44,9 %
289 474
Debt to equity ratio
Current assets
57,3 %
616 096
36,6 %
549 833
39,2 %
414 180
44,1 %
394 073
56,5 %
432 189
Total assets 1 083 127 903 821 721 981 672 576 721 663
(in NOK)
Equity attributable to equity holders of AKVA group ASA
2015
424 988
2014
387 577
2013
336 601
2012
325 274
2011
323 771
Share data
Non-controlling interests
3 444 1 676 2 255 - -
Total equity
Earnings per share
428 432
2,20
389 252
2,13
338 856
0,11
325 274
0,40
323 771
0,53
Diluted earnings per share
Long-term debt
2,20
221 978
2,13
131 344
0,11
55 934
0,40
69 765
0,53
112 208
Cash flow per share
Short-term debt
2,15
432 717
-0,17
383 225
0,83
327 191
-0,02
277 537
-0,28
285 684
Dividend per share
Total equity and liabilities
1 083 127
1,00
1,00
903 821
721 981
-
672 576
-
721 663
-
Shareholders´equity per share at year-end 16,45 15,00 13,03 12,59 12,53
Share price at year-end
Gross interest-bearing debt
54,00
245 634
25,00
142 446
13,95
132 888
12,50
143 361
8,25
182 917
Market capitalization at year-end
Cash and cash equivalents
1 395 052
160 458
645 858
143 935
360 389
95 855
322 929
69 783
213 133
57 281
Net interest-bearing debt
Number of shares outstanding at year-end
136 117
25 834 303
88 511
25 834 303
74 558
25 834 303
106 564
25 834 303
145 685
25 834 303
Average number of shares outstanding
Working capital
25 834 303
131 120
25 834 303
126 452
25 834 303
106 499
25 834 303
155 665
21 528 586
181 981

Financial key figures Financial key figures

Share price development

Revenue

Revenue 10-13 11-13 12-13 01-14 04-13 05-13 06-13 01-14 02-14 03-14

Geographic segments 2014 2012 2013 11-13 12-13 01-14 02-14 03-14 04-14 05-14 06-14 06-13 07-13 08-13 09-13 10-13 11-13 12-13 01-14

* Other than salmonides 2011 2012 2013 * Other than salmonides 2010

Financial key figures

EBITDA 10-13 11-13 12-13 09-12 10-12 11-12 07-12 08-12 2014 10-14 11-14 12-14 06-14 07-14 12-15 09-1310-13 11-13 12-13 08-12 09-12 10-12 06-12 07-12 08-12

Revenues other species* 100 125 10-14 11-14 12-14 09-13 10-13 11-13 12-13 01-14 02-14 03-14 04-14 05-14 06-13 07-13 08-13 09-13 10-13 11-13 12-13 01-14 02-14 2011 2012 2013 2014 2015 09-15 10-15 11-15 12-15 04-15 05-15 06-15 07-15 08-15 09-15 10-15 11-15 12-15 100 09-14 10-1411-14 12-14 08-13 09-13 10-13 11-13 12-13 01-14 02-14 03-14 04-14 05-13 06-13 07-13 08-13 09-13 10-13 11-13 12-13 01-14

2013 Chile 11 % 03-15 04-15 12-13 01-14 02-14

CEO´s Report Corporate Management Board of Directors´Report Board of Directors

Dear shareholders and stakeholders

of AKVA group

2015 has been another good year for AKVA group, actually the best year in the Group's history. However, at least as important as the financial perfor

-

mance, is how this has been achieved. Years of effort from many employees to make the Group more streamlined and

efficient is shining through in our results. Our work to make the Group more diversified and solid is paying off. We entered the year optimistic believ

-

ing that we could outperform the good performance of 2014. We ended the year having done that, and therefore look to the future with more confidence knowing AKVA group is stronger and

able to take the next steps.

Yes, it is true that the market has been with us for the last few years, so also in 2015. High salmon price, particularly in the Nordic market, has helped the salmon producers as well as us. The investment climate in this market has been good for the whole year, fueling a good performance in our Nordic market segment. However even more positive, is that the performance in our other salmon producing regions, UK, Chile, Australasia and Canada has also been very good in 2015. These are regions where the salmon farmers have not had the same high salmon prices as in the Nordic region, but despite this, we have seen growth in our sales, revenues and results. This indicates that our performance is due to more than just a booming salmon market. We have become more efficient, more relevant in our product portfolio, as well as better at steering and allocating resources to what generates business, which in turn, means better financial results.

A prime example of this is the development we have seen in Chile during 2015. The year started out quite optimistic but it soon became clear that the industry again was heading for another downturn.

Our local management recognized the situa tion, initiated the necessary adjustments in our operations; avoiding "management by hope". Our cost base and exposure were sig nificantly reduced during the year, while at the same time the sales of services increased. The outcome is one of the best financial performances in Chile ever, despite a very difficult market. We are left with an organiza tion ready to take on new opportunities when the market improves, and are able to serve the industry as the partner we want to be.

Also market areas outside the salmon industry have shown positive movement during 2015. In particular, our operation in Turkey where we are serving the sea bass and sea bream industry in the Mediterranean, has had a very positive development. Coming from years when the market has been down, a very capable local management, mentored and helped by our Scottish organization has turned a business area from being lossmaking going nowhere, to become one of the best in AKVA group. This is one of the markets where we expect further development in the years to come, a development the Group will be happy to support.

A main development seen clearly in 2015 has been how the diversification of AKVA group has helped our overall performance. One side of this is that 2015 is the first year where nearly all entities of AKVA group are contributing in a positive way to the financial performance. The Group has become less dependent on one or a few business units. We are developing a broader and more solid base for our performance.

The market has also changed over the last two years. The demand in the salmon sector has shifted from infrastructure products towards more efficiency products, which is typical for an industry that has limited possibilities for growth. If we had remained what we were; this shift would have hurt our performance in 2015.

Bryne, Norway April 11th 2016 Trond Williksen Chief Executive Officer

What we in fact have seen is that new product groups and business areas have taken over, lifting us to new levels. Our effort over the last few years to develop recurring business lines, such as developing our technology services and rentals, as well as continuing to develop our Software business, is clearly paying off. These lines of business have made crucial contributions to our performance in 2015. The exciting thing is that we still are in an early stage of taking out the potential of these new areas and therefore we can continue to build on them in the years to come.

Another area that is starting to become a significant part of AKVA group is our activities in the Land Based segment, which historically was a lossmaking part of our business. Over the last two years and in 2015 in particular, this has changed. The demand for Land Based solutions for efficient post smolt production in the salmon industry, as well as for Land Based production of other species has been growing rapidly. Our strategic positioning towards this segment has also started to pay off. 2015 was the first year when the financial performance in this technology segment started to become a significant positive contributor to the Group. In 2015 we further strengthened our position within the segment through the acquisition of Aquatec Solutions A/S, which used to be one of the main competitors to AKVA group. Aquatec has a very solid track record both in terms of technical solutions as well as financial performance. We strongly believe that the investment in this company, together with Plastsveis AS and AKVA group Denmark A/S will become a significant contributor to our performance in the years to come. It also adds to AKVA group's strategic ability to support any production paradigm in any geographic region of the aquaculture industry.

Expanding our presence in emerging markets continues to be a priority. Taking on the development of these markets is however a challenge, this was again seen in 2015.

Our approach is to seek very capable customers as partners in the development of these markets, rather than investing in costly infrastructure in new countries. Through this strategy we have in 2015 managed to secure ground-breaking projects in new markets. At the same time we have seen how vulnerable our activities in these markets are to changes in politics and conditions for trade, for instance, in Russia. In AKVA group we believe that the significant steps we have taken in emerging markets represents just a beginning. Over the years to come, we expect to be able to expand our position in these markets significantly.

We started out in 2015 optimistic and determined to outperform the good performance of 2014. We ended the year having done this, as well as having an improved and more robust AKVA group. We are a better and more experienced organization, and we are more trained and professional in the way we handle our processes; from sales and production through to project execution. We have expanded our recurring business and we have further strengthened our financial position.

The focus in 2016 will be to take AKVA group forward to even better performances. We still believe we have many areas with potential that could be explored to make us an even better organization. We continue to think of ourselves as being on our way – always seeking to become better at what we do. We are ambitious, but determined to stay humble. We want to be the preferred Aquaculture Technology and Service Partner, recognized for our values; Customer focus, Aquaculture knowledge, Reliability and Enthusiasm, and we are in for the long run.

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Corporate Management

Trond Williksen (b. 1963) assumed the position as CEO in March 2011. Prior to joining AKVA group, he was the Executive Vice President for Harvesting in Aker Seafoods ASA, where he also served as the Managing Director of Aker Ocean Harvest AS. During his 20 year long career in fishery and aquaculture, he has led the KPMG Center for Aquaculture and Fisheries, and has also served as the Managing Director of the Norwegian Fish Farmers Association. Trond holds an MBA in Strategy from University of Washington. He is a Norwegian citizen and resides in Bærum, Norway.

Eirik B. Monsen (b. 1974) assumed the position as CFO in December 2011. Prior to joining AKVA group he was the CFO in Telenor Eiendom Holding AS. He has served in several senior positions in the Telenor Group both in Norway and Asia from 2005-2011. He worked in KPMG Financial Services in Oslo from 1998-2005, the last years as a Manager. Eirik has an MBA from the Norwegian School of Economics and Business Administration (NHH). He is also a State Authorized Public Accountant and a Certified EFFAS Financial Analyst (AFA). He is a Norwegian citizen and resides in Stavanger, Norway. Per Andreas Hjetland (b. 1961), joined AKVA group in 2008 where he assumed the position as COO in September 2010. Prior to joining AKVA group, he held several senior positions with international companies. His professional background cover industrial technologies, and he also brings with him extensive experience in business operations, sales & marketing. Per Andreas´academic background was gained at the Technical School of Stavanger. He is a Norwegian citizen and resides in Høle, Norway.

Trond Williksen Chief Executive Officer

Eirik Børve Monsen

Chief Financial Officer

Per Andreas Hjetland

Chief Operations Officer Nordic

Trond Severinsen Chief Operations Officer Export

& Chief Marketing Officer

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Corporate Management

The Board's Annual Report 2015

2015 has been the best financial year ever for AKVA group for the second year in a row. The Group has experienced growth in revenues and improved margins. All three product segments, with a wide range of products and services, contributed to the improved performance. A strong financial position combined with the highest order backlog ever gives AKVA group a good momentum going into the new year.

Total revenue for the Group in 2015 was MNOK 1,425.3 - an increase of 14.4% from 2014. Earnings before interest, tax, depreciation and amortization (EBITDA) was MNOK 135.2 - an increase of 30.8% compared to EBITDA in 2014.

The financial result for 2015 reflects high activity in all product segments during the year. The Cage Based Technology segment had a strong momentum in the Northern Hemisphere throughout the year, and we experienced improved financial performance in our Chilean operation despite a downturn in this market in the second half of the year. The Software segment continued with solid revenue and margins. The Land Based Technology segment improved its performance throughout the year and is becoming a more significant part of the Group, in line with our strategy.

Our main priorities in 2015 have been to develop our service and after sales business according to our strategy, to improve the performance in the Land Based Technology segment and at the same time manage the increased level of activity in the Cage Based Technology segment. We have continued our work to streamline all operations, to tune the fixed cost base, further improve our balance sheet and to maintain high customer satisfaction by delivering premium technology and services.

AKVA group – the business segments

AKVA group is the leading supplier of technology and services to the global aquaculture industry. Our activities include design, sale, purchase, assembly and installation of technology as well as rental, service and consulting services. The Group's main customer base is the global salmon-farming industry. It is a strategic objective to expand AKVA group's activities to aquaculture species other than salmonids.

The Group divides its operations into three business segments: Cage Based Technology (CBT), Software and Land Based Technology (LBT).

Main products in the CBT segment are; feed barges, fish farming cages, centralised feed systems, sensors, cameras, biomass estimation systems, light systems and net cleaning systems. The PolarcirkelTM polyethylene cages are produced at our facility in Mo i Rana, Norway and are one of the world's leading fish cage brands. The PolarcirkelTM brand also includes PolarcirkelTM PE-boats designed for extreme conditions for the fish-farming industry, diving, oil and gas service industry as well as PE pipes up to 900 mm diameter for various purposes. Steel cages sold under the WavemasterTM brand are market leaders in Chile and Canada. WavemasterTM's production facility for steel cages is located in Puerto Montt, Chile. Feed barges are also produced under the brand WavemasterTM. The feed barges have a strong position in the salmon market in the Nordic and Export regions and are supplied with AkvasmartTM centralised feed systems as well as other technologies from AKVA group. The feed barges designed by AKVA group are produced in Tallinn (Estonia) and Ustka (Poland).

Andrew Campbell (b. 1966), joined AKVA group in 2000, and has been General Manager in Chile since 2009. From 1989-2000, he worked as a Production Manager in the salmon industry in New Zealand for the New Zealand Salmon Company Ltd. Andrew holds a bachelor of science degree from New Zealand´s Victoria University, and is a New Zealand citizen with permanent residency in Chile.

Trond Severinsen (b. 1964), joined AKVA group in 1993 as General Manager for the company´s operations in Canada; a role he had until 2003 when he became CMO. He has worked within sales, marketing and R&D related to techology for the fish farming industry since early 1984. Trond had previously worked for Sea Farm trading (1984-90), setting up their Canadian office in 1987. He later ran his own business until 1993. He is a Norwegian citizen and resides in Klepp, Norway.

Andrew Campbell

Chief Operations Officer Americas

Inge Forseth (b. 1971) joined AKVA group in the second half of 2014. His professional career includes national and international managerial positions in companies like Eltek, Autronica and Glen Dimplex. He holds extensive experience from a range of technological fields, covering both the hardware as well as the software area. Inge holds a Master of Science in electrical engineering from the Norwegian University for Science and Technology (NTNU) in Trondheim. He is a Norwegian citizen and resides in Trondheim, Norway.

Inge Forseth Chief Operations Officer Technology & Software

The Software segment provides market leading best of breed software solutions for fish farming as well as for the seafood industry. Our market leading software brands are FishtalkTM and WisefishTM.

Main products in the LBT segment are land based systems for production of freshwater as well as marine fish species using recirculation technology. The systems are designed in Vejle, Fredericia and Copenhagen in Denmark. Plastsveis AS located at Sømna, Norway and Sistemas de recirculacion Limitada in Puerto Varas, Chile are our provider of operational installations of land based facilities. Our LBT setup gives AKVA group a strong position in the market place when it comes to delivering a range of solutions for land based aquaculture.

AKVA group's headquarters is located in Bryne, Norway. The company has offices and service stations along the Norwegian coast and in Chile, Scotland, Canada, Turkey, Iceland, Denmark and Australia. In addition, the Group has representation in numerous other countries across the globe.

Market situation through 2015

In the comments below on the financial accounts, the 2014 figures are presented in brackets following the 2015 stated values, when included.

AKVA group started 2015 with a high order backlog. This, combined with a continued good market activity especially in the CBT segment in the Northern Hemisphere and Chile, gave a very good start financially for the Group in 2015. The Chilean salmon industry faced another downturn in the end of the first half of 2015, however our Chilean operation ended the year well due to a high level of service sales also in the second half of the year.

The CBT segment in the Northern Hemisphere experienced good activity throughout the year, though with a slightly different product mix compared to 2014, i.e. a broader range of products and services contributed to the revenue and margins in 2015. The market activity in the LBT segment continued to improve during 2015. Software maintained its strong market position in 2015.

Revenues from rental, services and maintenance provided by AKVA group continued the positive development in 2015, reflecting a positive trend in an area with strategic priority for the Group.

In 2015 AKVA group had revenues from technology sales and service to aquaculture producers of other species than salmon, of MNOK 144.3 (136.3) equal to 10.1% (10.9%) of total revenues. The Mediterranean and Middle East were the main markets for sales to customers farming other species. Revenue from technology and service to non-seafood markets was MNOK 146.8 (85.8) equal to 10.3% (6.9%) of total revenue.

Continued Operations

In accordance with the Accounting Act § 3-3a we confirm that the Financial Statements have been prepared under the assumption of going concern.

Profit and loss (consolidated)

Total revenue for AKVA group in 2015 was MNOK 1,425.3 (1,246.1) – an increase of 14.4% compared to 2014. EBITDA for 2015 was MNOK 135.2 (103.4) - an increase of 30.8% compared to 2014.

All segments contributed to revenue growth in 2015. The improved margins were mainly explained by improved performance in the LBT and also improved margins in the Software segment.

Group margins in 2015 and 2014 increased compared to previous years. We were able to get scale effects out of our existing production capacity. This was due to a controlled cost base combined with increased volumes. Improved profitability in the LBT segment also contributed to improved Group margins.

Depreciation and amortization in 2015 was MNOK 47.5 (35.7). EBIT for 2015 was MNOK 87.7 (67.6). Net financial expenses was MNOK 9.6 (4.7) and Profit before tax was MNOK 78.1 (62.9). The calculated tax for 2015 is MNOK 19.7 (8.4). Net profit for the year was MNOK 58.4 (54.5).

CBT had operating revenues in 2015 of MNOK 1,070.9 (972.6), an increase of 10.1% compared to 2014. EBITDA was MNOK 94.8 (87.8), an increase of 8.0% compared to 2014. 2015 was another year with good activity in all CBT markets. We experienced slowdown in Chile in the second half of 2015, but due to the good first half and high level of services, also AKVA group Chile ended one of the best years ever margin wise.

Software had operating revenues in 2015 of MNOK 132.1 (106.7) with an EBITDA of MNOK 26.0 (15.3). AKVA group Software AS in Norway continued to deliver steady revenues and healthy earnings in 2015. Wise lausnir ehf on Iceland continued the good performance from previous three years with another best year ever in 2015. WiseDynamics Ltd, a Canadian subsidiary of Wise lausnir, was divested in November 2015. The sale had insignificant impact on Group financials.

LBT had operating revenues in 2015 of MNOK 222.3 (166.7), an increase of 33.3% compared to 2014. EBITDA was MNOK 14.3 (0.3). LBT experienced increased activity and improved performance in 2015 compared to previous years. Plastsveis AS is now delivering stable good revenue and margins.

AKVA group Denmark A/S is profitable, but still has room for improvement financially. The acquisition of Aquatec Solutions A/S was finalized at the end of September 2015. Aquatec Solutions is a profitable company and is expected to contribute positively to the further development of this business area. Market development indicates that LBT will be a larger part of AKVA group going forward. The recent development in the order backlog supports this assumption.

Earnings per share were NOK 2.20 in 2015 versus NOK 2.13 in 2014. The total number of outstanding shares has been 25,834,303 in 2015 and 2014.

Profit and loss AKVA group ASA

Operating revenues for AKVA group ASA in 2015 was MNOK 671.8 (705.0). EBITDA for 2015 was MNOK 38.6 (45.0). Depreciation and amortization in 2015 was MNOK 9.9 (9.2). EBIT for 2015 was MNOK 28.7 (35.8). Net financial income was MNOK 15.3 (26.9) and profit before tax was MNOK 44.0 (62.7). The calculated tax for 2015 was MNOK 7.8 (17.4). Net profit for the year was MNOK 36.3 (45.3).

Statement of Financial Position and cash flow (consolidated)

Total assets at the end of 2015 was MNOK 1,083.1 (903.8). Total liabilities amounted to MNOK 654.7 (514.6) and equity totalled MNOK 428.4 (389.3) giving an equity ratio of 39.6% (43.1%).

Working capital in the consolidated balance sheet, defined as non-interest bearing current assets less non-interest bearing short-term debt, was MNOK 131.1 at the end of 2015 compared to MNOK 126.5 at the end of 2014.

Working capital in percentage of 12 months rolling revenue was 9% at the end of 2015 compared to 10% at the end of 2014. The improved working capital level in percentage is explained by continued focus on balance sheet and capital management during the year.

Equity was positively affected during 2015 by this year's result of MNOK 58.4 (54.5) and by the translation differences and cash flow hedges of MNOK 10.7 (23.1), out of which MNOK 8.9 (7.4) is related to revaluation of goodwill and other intangible assets, according to IFRS. Equity was negatively affected during 2015 by the dividend payment of MNOK 25.7 and the share buyback of MNOK 4.2 in connection with the share incentive scheme to the employees.

Gross interest bearing debt amounted to MNOK 245.6 (142.4) at the end of 2015. Cash and unused credit facilities amounted to NOK 160.5 (143.9) at the end of 2015.

The company was in compliance with all financial covenants during 2015.

Capital expenditure (CAPEX) in 2015 amounted to MNOK 75.8 (49.8), including MNOK 29.7 in rental equipment and MNOK 19.1 (17.9) in capitalised R&D expenses, in accordance with IFRS.

Balance sheet AKVA group ASA

Total assets at the end of 2015 was MNOK 864.2 (734.3). Total liabilities amounted to MNOK 448.1 (324.6) and equity totalled MNOK 416.1 (409.7) giving an equity ratio of 48.1% (55.8%).

In September AKVA group ASA acquired 100 % of the shares in Aquatec Solutions A/S recognizing the purchase as a long term financial asset with a book value of MNOK 102.

Risk factors

The aquaculture industry is associated with biological and market risk, and has historically been subject to cyclicality. AKVA group aims to reduce the risks related to these factors through diversification of its products and technologies to various fish species and geographical regions, as well as by increasing revenues from recurring service and after sales.

For AKVA group the financial risks are mainly related to currency risks, interest rate risks, credit risks and liquidity risks. A reduction in currency risks is sought through matching revenues and costs in the same currency, in combination with forward contracts. The Group is also exposed to fluctuations in foreign exchange rates when calculating the equity of foreign subsidiaries into NOK.

Interest bearing debt is based on floating interest rate and net interest costs will consequently increase and decrease according to the variations in the interest level. AKVA group endeavours to maintain sufficient level of free cash at all times to be able to meet its obligations.

Historically the Group has shown low losses on receivables from customers. For larger projects the Group generally receives partial pre-payment from the customers and payments according to the progress of the projects. The credit risk related to customer deliveries is thereby reduced.

AKVA group is exposed to fluctuations in the prices of certain raw materials used in some of the main products. Reduction of this risk is sought through continuous general awareness and specific attention during major contract negotiation periods, as well as by securing the pricing of raw materials immediately after signing contracts.

Product development

In 2015 the Group invested MNOK 49.0 (37.4) in product development, of which MNOK 19.1 (17.9) was capitalised and MNOK 29.9 (19.5) expensed. The investments were used to further improve existing products and to develop new products.

Organisation and work environment

AKVA group had 670 (722) employees at the end of 2015. Women accounted for 18.4% (16.8%) of the employees. The Group aims at having a gender balance across the different levels of the organisation.

The Norwegian Discrimination Act's objective is to promote gender equality, ensure equal opportunities and rights, and to prevent discrimination due to ethnicity, national origin, descent, skin colour, language, religion and faith. The Group is working actively, determined and systematically to encourage the act's purpose within our business. Included in the activities are recruiting, salary and working conditions, promotion, development opportunities and protection against harassment.

The Group's aim is to be a workplace with no discrimination due to reduced functional ability and is working actively to design and implement the physical conditions in such a manner that as many as possible can utilise the various functions.

For employees or new applicants with reduced functional ability, individual arrangements of workplace and responsibility are made.

The Group aims to strengthen the competence of its employees to maintain a position as a leading supplier of technology and service to the global aquaculture industry.

Through recruitment, the company seeks to employ people with high competence within all areas of its business.

Total sick leave in the Group during 2015 amounted to 3.1% (3.1%). Nine (twenty) incidents were registered in the Group during 2015. Efforts have been done in order to prevent similar incidents to happen in the future.

The board considers the working environment in the company to be satisfactory and has not initiated any particular measures in this area during 2015.

The board sincerely thanks the management and staff for their effort and dedication, and their contribution to the good results in 2015.

Future outlook

The total order backlog at the end of 2015 was MNOK 649 (504).

There is positive outlook in all product segments for 2016.

The strong demand in the Nordic market continues into 2016, with shift towards sale of technology for more efficient production.

The Land Based segment has experienced increased activity in 2015 and the higher level of activity is expected to continue. The Land Based segment is becoming a larger part of AKVA group.

UK and Canada experience slightly less project sales so far in the new year compared to last year. Despite this, both entities are expected to perform well.

AKVA group is supplying recirculation system for the largest land based fish farm in Finland.

Corporate governance in AKVA group ASA is described in the last section of the annual report.

Confirmation from the Board of Directors and the CEO

We confirm, to the best of our knowledge, that the financial statements for the period from January 1st to December 31st, 2015 has been prepared in accordance with EU-approved IFRS and gives a true and fair view of the Group and the Company's consolidated assets, liabilities, financial position and results of operations, and that the Report of the Board of directors provides a true and fair view of the development and performance of the business and the position of the Group and the Company together with a description of the key risks and uncertainty factors that the company is facing.

  • We continue our effort to build service and after sales as a key business element in all markets and segments.

Allocation of profit

The board propose the following allocation of the 2015 profit for AKVA group ASA:

Total allocation NOK 36.293.020
Transferred to other equity NOK 36.293.020

At the end of 2015, AKVA group ASA had equity of MNOK 416.1 (409.7), comprised of MNOK 25.7 (25.8) in share capital, MNOK 336.0 (336.0) in share premium, MNOK 1.1 (1.1) in other paid-in capital and MNOK 53.2 (46.7) in other equity.

A dividend of 1.00 NOK per share was paid out on 20 November 2015 totalling a distributed amount of 25,736,303 NOK in accordance with the new dividend policy introduced in 2014.

A report on Corporate Social Responsibility in AKVA group ASA is included in the second last section of the annual report.

AKVA group continue to stay hands on in 2016, adjusting operations according to market development, focusing on long term performance, margins and customer relations. We have improved operational performance and our balance sheet significantly over the last four years, but the effort to achieve further improvements continues.

We have continued low expectations in Chile due to the challenging situation for our Chilean customers. Our exposure in Chile is reduced over the last years.

Our Turkey and Australian operations are expected to continue to perform well in the next quarters with good order backlog.

Export to emerging markets has a more optimistic start of the year than last year. The activity is still expected to fluctuate due to the nature of the business.

Hans Kristian Mong Frode Teigen Evy Vikene Chairperson of the Board

Anne Breiby Nils Viga Anthony James

Deputy Chairperson

Trond Williksen Chief Executive Officer

Tore Obrestad Carina Jensen Henrik A. Schultz

Aino Olaisen

Frode Teigen

Board member

Hans Kristian Mong

Chairperson of the Board

Board of Directors

4

Hans Kristian Mong lives in Egersund, Norway. He is Chairman of the board in Egersund Group. In addition he holds Chairman positions in several companies, including Egersund Net and Egersund Trål. Mr Mong was elected to the Board of Directors at the Annual General Meeting May 9th 2012.

Evy Vikene lives in Stavanger, Norway. She holds a Bachelor´s degree in Aquaculture and Environmental Engineering from the University of Stavanger and an Executive Master of Management from the Norwegian Business School. She worked 10 years in various positions in Nutreco ARC before she joined Skretting AS where she held various management positions with domestic and global responsibility. From early 2013 to mid 2015 she held the position as Head of Development in Fretex Norge AS. She has since mid 2015 held a position in Skretting AS. She is a Director of the Board in Fretex Midt-Norge AS. Mrs Vikene was elected to the Board of Directors at the Annual General Meeting May 7th 2014.

Evy Vikene

Board member

Frode Teigen lives in Egersund, Norway. He is a private investor and is on the Board of several Norwegian companies. Mr. Teigen was elected Board Member at the Annual General Meeting June 10th 2009.

Nils Viga

Board member

Nils Viga lives in Hjelmeland, Norway. He has 3 years education in Aquaculture from Sogn og Fjordane University College and holds a Bachelor´s degree from the University of Bergen. He has held various management positions in Marine Harvest and Hydro Seafoods. He is currently working with development projects in his family business, related to the aquaculture industry. He holds the position as Chairman of the Board in Fister Smolt and he is a Director of the Board in Blue Planet. Mr Viga was elected to the Board of Directors at the Annual General Meeting May 7th 2014.

Anne Breiby

Deputy Chairperson

Anne Breiby lives in Ålesund, Norway. She holds a Cand. Scient degree in Fishery biology from Tromsø University. She held positions in the Norwegian Fishfarmer´s Association and Regional Fishery Administration before serving as a Political advisor for fishery and industry matters in Parliament and Deputy Minister in the Ministry of Industry and Energy. She has broad experience from serving as a Board member for several companies and institutions. Amongst these are Ulstein group ASA, Folketrygdfondet, Sparebanken Møre, Innovation Norway, Nowegian Research Council, REM ASA, Kongsberg Satellite Service AS, Scandinavian Business Seating AS and Fiskeribladet Fiskaren AS. Mrs. Breiby was elected to the Board of Directors at the Annual General Meeting September 25th 2006.

Anthony James lives in Chester, England. He is Chief Investment Officer in Wheatsheaf. He joined Wheatsheaf from Grosvenor, where he spent five years as Group Corporate Finance Director. Prior to Grosvenor, Anthony was Head of Energy & Natural Resources M&A at KPMG Corporate Finance where he led a wide range of acquisition, disposal and other strategic advisory assignments across the sector. His previous roles have included senior finance and corporate development positions at Philips Electronics, both in the Netherlands and China. Mr. James was elected to the Board of Directors at the Annual General Meeting May 8th 2015.

Anthony James

Board member

Aino Olaisen lives in Lovund, Norway. She studied at the Norwegian College of Fishery Science, and she has also studied history and Spanish. Mrs. Olaisen is a Director of the Board in several sea based companies, amongst others Nova Sea. She is also head of the general assembly at Sparebankstiftelsen Helgeland. Mrs. Olaisen was elected to the Board of Directors at the Annual General Meeting May 8th 2015 and has earlier served as board member from 2012 to 2014.

Aino Olaisen

Board member

4

Board of Directors

AKVA group Annual Report 2015

Financial Statement Group (AKVA group)

Henrik A. Schultz lives in Trondheim. He earned a cand. mag. degree in biology/aquaculture at NTNU in 2003, and was first employed in AKVA group in 2007. He is currently employed as biological consultant working with the Fishtalk software. Henrik has previous experience from SATS, Eniro and private startup projects.

Henrik A. Schultz Employee´s representative

Tore Obrestad Employee´s representative

Tore Obrestad lives in Vigrestad, Norway. He qualified as an electro automation systems engineer at education science program at UIS. He has been employed in AKVA group ASA since 1988, incorporating a 4-year sabbatical as a lecturer at a college of further education. He is currently Technical Manager in AKVA group ASA.

Carina Jensen lives in Brønnøysund, Norway. She holds a Bachelor's degree in Micro technology from Buskerud and Vestfold University College. She has been employed in Plastsveis AS since 2012 as a quality manager, where she also is a board member. Carina has previous experience from REC Wafer Norway AS.

Carina Jensen

Employee´s representative

Group Note 2015 2014 2013
OPERATING REVENUES
Sales revenues 19 1 420 712 1 246 059 918 670
Other income 22 4 626 - -
Total revenues 2 1 425 338 1 246 059 918 670
OPERATING EXPENSES
Cost of goods sold 11 837 754 759 890 556 603
Payroll expenses 3,15,21 341 094 279 945 229 329
Other operating expenses 4,8,12,17,20 111 332 102 859 85 832
Total operating expenses 1 290 179 1 142 694 871 765
OPERATING PROFIT BEFORE DEPRECIATION AND
AMORTIZATION (EBITDA) 135 159 103 365 46 905
Depreciation and amortization 7,9 47 450 35 729 33 088
OPERATING PROFIT (EBIT) 87 709 67 635 13 817
FINANCIAL INCOME AND EXPENSES
Financial income 17,18 2 984 4 015 1 841
Financial expenses 17,18 (12 603) (8 757) (11 091)
Net financial income (expense) (9 619) (4 741) (9 250)
PROFIT BEFORE TAX 78 090 62 894 4 568
Taxes 5 19 690 8 394 2 193
NET PROFIT FOR THE YEAR 58 400 54 500 2 374
NET PROFIT (LOSS) ATTRIBUTABLE TO:
Non-controlling interests 1 572 -580 -501
Equity holders of AKVA group ASA 56 828 55 080 2 875
Earnings per share (NOK) 6 2,20 2,13 0,11
Diluted earnings per share (NOK) 6 2,21 2,13 0,11

Consolidated Income Statement 01.01 - 31.12. (in NOK 1 000) Consolidated Income Statement 01.01. - 31.12.

Consolidated Statement of Comprehensive Income 01.01 - 31.12. (in NOK 1 000) Consolidated Statement of Comprehensive Income 01.01. - 31.12. ( in NOK 1 000)

Group Note 2015 2014 2013
NET PROFIT FOR THE YEAR 58 400 54 500 2 374
Other comprehensive income
Items that may be reclassified subsequently to
income statement:
Translation differences on foreign operations
Income tax effect
21 555
-5 820
24 554
-6 630
13 367
-3 743
Total 15 735 17 925 9 624
Gains and losses arised during the year on cash flow hedges -6 912 7 055 1 738
Income tax effect
Total
1 866
-5 046
-1 905
5 150
-487
1 251
Items that will not be reclassified to income statement:
Actuarial deviations on net pension obligations - - 376
Income tax effect
Total
-
-
-
-
-105
271
Total other comprehensive income, net of tax 10 689 23 075 11 146
TOTAL COMPREHENSIVE INCOME FOR THE YEAR, NET
OF TAX 69 089 77 575 13 520
Attributable to:
Non-controlling interests 1 572 -580 -501
Equity holders of AKVA group ASA 67 517 78 154 14 021

We experience an increase in demand of larger feed barges.

Group Note 2015 2014 2013
NON-CURRENT ASSETS
Intangible assets
Deferred tax asset
Goodwill
5
7
12 659 20 874 25 117
269 453 202 688 178 018
Other intangible assets 7 78 677 54 521 47 696
Total intangible assets 360 789 278 083 250 831
Tangible fixed assets
Land and building 9 13 335 10 665 2 804
Machinery and equipment 9 90 160 63 344 52 199
Total tangible fixed assets 103 495 74 009 55 003
Long-term financial assets
Other long-term financial assets 10,12 2 747 1 896 1 967
Total long-term financial assets 2 747 1 896 1 967
Total non-current assets 467 031 353 988 307 801
CURRENT ASSETS
Stock 11 180 677 167 238 144 188
Receivables
Accounts receivables 12,18,19 289 216 262 894 155 539
Prepayments to suppliers 8 925 7 943 4 879
Other receivables
Total receivables
18,19 27 760 57 824 51 244
325 902 328 660 211 662
Cash and cash equivalents 13 109 517 53 935 58 330
Total current assets 616 096 549 833 414 180
TOTAL ASSETS 1 083 127 903 821 721 981

EQUITY

LIABILITIES

Consolidated Statement of Financial Position 31.12. (in NOK 1 000) Consolidated Statement of Financial Position 31.12. (in NOK 1 000)

Current liabilities

Group Note 2015 2014 2013
EQUITY
Equity attributable to equity holders of AKVA group ASA 14,21,24,25 424 988 387 577 336 601
Non-controlling interests 3 444 1 676 2 255
Total equity 428 432 389 252 338 856
LIABILITIES
Provisions
Deferred tax liabilities 5 18 107 - -
Pension obligations 15 - - 181
Total provisions 18 107 - 181
Other long term liabilities
Liabilities to financial institutions 16,20 188 375 128 667 55 048
Other long term liabilities 22 15 495 2 677 704
Total other long term liabilities 203 870 131 344 55 752
Current liabilities
Liabilities to financial institutions 13,16,18,20 57 258 13 779 77 840
Trade payables 128 189 135 413 88 957
Current tax payables 5 4 223 2 340 818
Public duties payable 19 341 12 410 13 981
Prepayments from customers 19 115 898 112 955 59 982
Other current liabilities 17,18,22 107 808 106 329 85 613
Total current liabilities 432 717 383 225 327 191
Total Liabilities 654 695 514 569 383 125
TOTAL EQUITY AND LIABILITIES 1 083 127 903 821 721 981

Bryne, Norway, 11 April 2016.

Hans Kristian Mong Nils Viga Chairperson of the Board

Frode Teigen Evy Vikene

Henrik A. Schultz

Chief Executive Officer

Anne Breiby Deputy Chairperson

Anthony James

Aino Olaisen Tore Obrestad Anne Breiby Nils Viga Anthony James

Land based operating revenues increased 33.3% compared to 2014.

Hans Kristian Mong Frode Teigen Evy Vikene Chairperson of the Board

Carina Jensen Trond Williksen Chief Executive Officer

Deputy Chairperson

Tore Obrestad Carina Jensen Henrik A. Schultz

Aino Olaisen

Overdraft on cash pool is included in financing activities, but is not included in cash and Overdraft on cash pool is included in financing activities, but is not included in cash and cash equivalents as of 31.12. AKVA group

Group Note 2015 2014 2013
Cash flow from operating activities:
Cash flow from operating activities:
Profit before taxes
AKVA group
Profit before taxes
Taxes
Taxes
Gain on disposal of fixed assets
Consolidated Statement of Cash flow 01.01.-31.12.
Gain on disposal of fixed assets
Depreciation and amortization
(in NOK 1 000)
Change in pension obligation
Depreciation and amortization
Change in pension obligation
Changes in stock, accounts receivable and trade paybles
Changes in stock, accounts receivable and trade paybles
Changes in other receivables and payables
Group
Note
2015
Net foreign exchange difference
Changes in other receivables and payables
Cash flow from operating activities:
Net foreign exchange difference
Net cash flow from operating activities
Profit before taxes
Net cash flow from operating activities
Taxes
-5 300
7,9
7,9
15
15
2014
78 090 62 894
373
78 090
78 090
-5 300
-5 300
-290
-290
47 450
47 450
-
-
34 032
2013
34 032
-4 571
-4 571
4 568
-42
62 894
62 894
373
373
-406
-406
35 729
35 729
-
-
-53 789 -26 990
-53 789 -26 990
3 858
3 858
7 028
95 622 82 485 92 969
7 028
95 622 82 485 92 969
4 568
4 568
-42
-42
175
175
33 088
33 088
-305
-305
40 903
40 903
17 096
17 096
-2 512
-2 512
Cash flow from investment activities
Gain on disposal of fixed assets
-290
Depreciation and amortization
7,9 47 450 35 729 33 088
Cash flow from investment activities
Change in pension obligation
15
-
-406
-
175
-305
Investments in fixed assets
Changes in stock, accounts receivable and trade paybles
Investments in fixed assets
Change in goodwill
Changes in other receivables and payables
34 150
Net foreign exchange difference
-4 570
Change in goodwill
Proceeds from sale of fixed assets
Net cash flow from operating activities
Proceeds from sale of fixed assets
Net repayment of long-term receivables
Net repayment of long-term receivables
Cash flow from investment activities
Acquisition and sale of subsidiary net of cash acquired
Acquisition and sale of subsidiary net of cash acquired
Net cash flow from investment activities
Investments in fixed assets
7,9 -75 755 -49 765 -39 847
Net cash flow from investment activities
Change in goodwill
-
Proceeds from sale of fixed assets
7,9
2 342
7,9
7,9
7,9
7,9
22
22
-
815
-53 789 -26 990 40 903
3 858 17 096
-
7 028 -2 512
-
2 342
95 741 82 485 92 969
2 342
-422
-422
-538
416
-75 755 -49 765 -39 847
-75 755 -49 765 -39 847
-
-
815
815
71
71
-42 605 -17 311 -18 478
-42 605 -17 311 -18 478
-116 439 -66 190 -58 638
-116 439 -66 190 -58 638
-538
-538
416
416
-190
-190
Cash flow from financing activities
Net repayment of long-term receivables
-540
Cash flow from financing activities
Acquisition and sale of subsidiary net of cash acquired
22 -42 605 -17 311 -18 478
71
-190
Repayment of borrowings
Net cash flow from investment activities
Repayment of borrowings
Proceed from borrowings
Cash flow from financing activities
Proceed from borrowings
Increase of share capital and share premium fund
Increase of share capital and share premium fund
Dividend payment
Repayment of borrowings
Proceed from borrowings
Dividend payment
Change related to other financial activities
Increase of share capital and share premium fund
-
Change related to other financial activities
Net cash flow from financing activities
Dividend payment
24 -25 736 -25 834
24
24
25
-
25
-116 557 -66 190 -58 638
117 696
117 696
-
-
-13 368 -66 146 -23 419
117 696 69 031 10 000
-4 173
-
-4 173
-
-13 368 -66 146 -23 419
-13 368 -66 146 -23 419
69 031
69 031
-
-
-25 736 -25 834
-25 736 -25 834
-1 344
74 419 -24 294 -14 060
-1 344
10 000
10 000
-
-
-
-
-641
-641
Net cash flow from financing activities
Change related to other financial activities
25 -4 173 -1 344
Net cash flow from financing activities
Net change in cash and cash equivalents
change in cash and cash equivalents
Net foreign exchange differences
Net change in cash and cash equivalents
Net foreign exchange differences
Net foreign exchange differences
Cash and cash equivalents at 01.01
1 980
Cash and cash equivalents at 01.01
Cash and cash equivalents at 01.01
Cash and cash equivalents at 31.12
Cash and cash equivalents at 31.12
13 109 517 53 935 58 330
3 603
13
-641
74 419 -24 294 -14 060
53 602
53 602
1 980
53 603 -7 998 20 272
1 980
53 935
1 261
53 935 58 330 36 797
53 935
74 419 -24 294 -14 060
-7 998
-7 998
3 603
3 603
58 330
58 330
109 517 53 935 58 330
20 272
20 272
1 261
1 261
36 797
36 797
Group Share Share Other Total Translation Other Total Retained Total Non- Equity
Note capital premium paid-in paid in differences equity other earnings equity controlling shareholders
capital capital equity interest AKVA group
Equity as at 01.01.2013 25 834 329 715 1 951 357 500 -47 587 1 825 -45 762 13 536 325 274 - 325 274
Net movement in cash flow hedges - - - -
-
1 251 1 251 - 1 251 - 1 251
Translation difference - - - -
9 624
- 9 624 - 9 624 - 9 624
Actuarial deviations on net pension obligations - - - -
-
271 271 - 271 - 271
Total other comprehensive income - - - -
9 624
1 522 11 146 - 11 146 - 11 146
Profit (loss) for the period - - - -
-
- - 2 374 2 374 -501 2 875
Total comprehensive income - - - -
9 624
1 522 11 146 2 374 13 520 -501 14 021
Non-controlling interests arising on a business
combination
22 - - - -
-
- - - - 2 756 -2 756
Recording of option agreement 21 - - 62 62 - - - - 62 - 62
Equity as at 31.12.2013 14 25 834 329 715 2 013 357 562 -37 963 3 346 -34 616 15 910 338 856 2 255 336 601
Equity as at 01.01.2014 25 834 329 715 2 013 357 562 -37 963 3 346 -34 616 15 910 338 856 2 255 336 601
Net movement in cash flow hedges - - - -
-
5 150 5 150 - 5 150 - 5 150
Translation difference - - - - 17 925 - 17 925 - 17 925 - 17 925
Total other comprehensive income - - - - 17 925 5 150 23 075 - 23 075 - 23 075
Profit (loss) for the period - - - -
-
- - 54 500 54 500 -580 55 080
Total comprehensive income - - - - 17 925 5 150 23 075 54 500 77 575 -580 78 154

Consolidated Statement of Cash flow 01.01.-31.12. (in NOK 1 000) Consolidated Statement of Cash flow 01.01 - 31.12 (in NOK 1 000) Consolidated Statement of Cash flow 01.01.-31.12. (in NOK 1 000)

Recording of option agreement 21 - - -1 344 -1 344 - - - - -1 344 - -1 344
Equity as at 31.12.2014 14 25 834 329 715 -759 354 790 -20 038 - -20 038 54 500 389 252 1 676 387 577
Equity as at 01.01.2015 25 834 329 715 -759 354 790 -20 038 - -20 038 54 500 389 252 1 676 387 577
Net movement in cash flow hedges - - - - - -5 046 -5 046 - -5 046 - -5 046
Translation difference - - - - 15 735 - 15 735 - 15 735 - 15 735
Total other comprehensive income - - - - 15 735 -5 046 10 689 - 10 689 - 10 689
Profit (loss) for the period - - - - - - - 58 400 58 400 1 572 56 828
Total comprehensive income - - - - 15 735 -5 046 10 689 58 400 69 089 1 572 67 517
Dividend 24 - - - - - - - -25 736 -25 736 - -25 736
Non-controlling interests arising on a business
combination
- - - - - - - - - 196 -196
Share buyback 25 -123 - -123 - -4 050 -4 050 - -4 173 - -4 173
Equity as at 31.12.2015 14 25 711 329 715 -759 354 667 -4 303 -9 096 -13 399 87 164 428 432 3 444 424 988

29 l 112

4

Notes to the Consolidated Financial Statement

(in NOK 1 000) Consolidated Statement of changes in equity (in NOK 1 000) cash equivalents as of 31.12.

Cash flow hedge reserves is presented under other equity with a after-tax amount of MNOK 5.0. Cash flow hedge reserves is presented under other equity with an after-tax amount of MNOK 5.0.

AKVA group Annual Report 2015

Content notes

Summary of significant accounting policies Segment information Wages and remunerations Government grants and subsidies 05 Taxes Net earnings per share Intangible assets Research and development Tangible fixed assets Subsidiaries and other long-term investments 11 Stock Receivables

13 Bank deposits

14 Shareholders
15 Pensions
16 Liabilities to financial institutions
17 Specification of items that are grouped
in the financial statement
18 Financial instruments and risk management
19 Long-term contracts
20 Leasing
21 Options to employees
22 Acquisitions and disposals
23 Related parties
24 Dividend
25 Share buyback
26 Subsequent events

The consolidated financial statements are prepared on the assumption of uniform accounting policies for identical transactions and other events under equal circumstances.

Cash and cash equivalents

Cash and cash equivalents in the statement of financial position includes cash in hand and at bank. Cash equivalents are short-term liquid investments that can be converted into cash within three months and to a known amount, and which contain insignificant risk elements.

The cash and cash equivalent amount in the cash flow statement do not include overdraft facilities. See note 13 for information about unused overdraft facilities.

Revenue recognition

Revenue is recognized when it is probable that transactions will generate future economic benefits that will flow to the company and the size of the amount can be reliably estimated, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, and net of value added tax and discounts (if any).

Revenues from the sale of goods are recognized when the significant risks and reward of ownership of the goods have passed to the buyer, usually on delivery of the goods.

Revenues relating to construction contracts are recognized in the income statement in line with the project's progress and when the project's results can be reliably estimated. In general the progress of these projects are decided by the cost incurred compared to total budgeted cost for the project. For barges and cages the progress is based on documentation of milestones.

The milestones for barges are: - All the parts of the hull are cut and the process is ready for paneling

  • Paneling is done and the barge is ready to assembly
  • Assembly is done and the barge is ready for the painting process
  • Painting process is done and the barge is ready to be outfitted
  • Barge is approved in factory acceptance test at the yard (FAT)
  • The barge is accepted by AKVA group and ready for towing.

The milestones for cages are:

  • Pipes and brackets are produced and designated for a specific customer. Project number needs to correspond with the labeling on the designated pipes and brackets
  • When delivered and installed at customers site.

When the project's results can not be reliably estimated, only revenues equal to the accrued project costs will be taken to revenue.

Any estimated loss on a contract will be recognized in the income statement for the period when it is identified that the project will lead to a loss.

Revenues from sale of professional services are recognized in the income statement when the services are performed.

Rental income arising from operating leases is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature.

Interest is recognized in the income statement as financial income. Royalties will be recognized in the income statement in relation to the terms and conditions of the various royalty agreements. Dividends are recognized in the income statement when the shareholders' rights to receive dividend have been determined.

4

Note 1 Summary of significant accounting policies

AKVA group ASA is a public limited liability company registered in Norway. The company is subject to the provisions of the Norwegian Act relating to Public Limited Liability Companies. The company's head office is located in Nordlysveien 4, N-4340 Bryne, Norway.

These consolidated Financial Statements have been approved for issuance by the Board of Directors on 11.04 2016 and is subject for approval by the Annual General Meeting on 10.05 2016.

Basis for preparation

The consolidated financial statements of the AKVA group have been prepared in accordance with the international accounting standards published by the International Accounting Standards Board and the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) as per 31 December 2015.

The consolidated financial statements have been prepared on a historical cost basis, except for derivatives and contingent considerations measured at fair value.

Functional currency and Presentation currency

The Group presents its financial statements in NOK. This is also the parent company's functional currency. For consolidation purposes, the balance sheet figures for subsidiaries with a different functional currency, translated at the rate applicable at the balance sheet date, and the income statement have been translated at monthly average rates. Exchange differences are recognized in other comprehensive income. When foreign subsidiaries are sold, the accumulated exchange differences relating to the subsidiary are taken to profit or loss.

Basis of consolidation

The Group's consolidated financial statements comprise AKVA group ASA and companies in which AKVA group ASA has a controlling interest. A controlling interest is normally attained when the Group owns, either directly or indirectly, more than 50% of the shares in the company and is capable of exercising control over the company. Non-controlling interest are included in the Group's equity.

The acquisition method is applied when accounting for business combinations. Companies which have been bought or sold during the year are consolidated from/until the date when the purchase/sale is carried out.

Investments in associates (normally investments of between 20% and 50% of the companies' equity) in which AKVA group ASA exercises a considerable influence are accounted for by applying the equity method. The carrying value of the investments is reviewed when there are indications of a decline in value or when there is no longer any need for previously recognized impairment losses. When the Group's share of the loss exceeds the investment, the investment is carried at zero value. If the Group's share of the loss exceeds the investment, this will be recognized to the extent that the Group has obligations to cover this loss.

All other investments are accounted for in accordance with IAS 39, Financial Instruments.

Inter-company transactions and balances, including internal profits and unrealized gains and losses are eliminated in full. Unrealized gains that have arisen due to transactions with associates are eliminated against the Group's share in the associate. Unrealized losses are correspondingly eliminated, but only to the extent that there are no indications of a fall in the value of the asset that has been sold internally.

Segments

For management purposes, the Group is organized into three business areas according to their range of products/services. These business areas comprise the basis for primary segment reporting. Financial information relating to segments and geographical divisions is presented in note 2.

In the segment reporting, the internal gain on sales between the various segments is eliminated.

Currency

Transactions in foreign currencies

The consolidated financial statements are presented in NOK, which is AKVA group ASA's functional currency. Transactions in foreign currencies are initially recognized in the functional currency at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency using the exchange rate at the reporting date.

All exchange differences are recognized in the income statement with the exception of exchange differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity, or monetary items that are regarded as a part of the net investments. These exchange differences are recognized as a separate component of other comprehensive income until the disposal of the net investment or settlement of the monetary item, at which time they are recognized in the income statement. Tax charges and credits attributable to exchange differences on those borrowings are also recognized in other comprehensive income. Non-monetary items that are measured at historical cost in foreign currency are translated using the exchange rates at the dates of the initial transactions.

Foreign operations

Assets and liabilities in foreign subsidiaries, including goodwill and adjustments for fair value included in the consolidation are translated into NOK using the exchange rate at the balance sheet date.

Revenues and costs from foreign operations are translated into NOK using the monthly average exchange rate. The exchange differences arising from the translation are recorded against other comprehensive income.

When translating foreign currencies into NOK the Group is using the mid-rate on the balance date listed by Norges Bank, the Central Bank of Norway. Norges Bank has however not quoted the exchange rate between NOK and ISK since mid-December 2008. The rate used for NOK vs ISK at the balance date in the consolidation is the rate quoted by the Central Bank of Iceland. Neither does Norges Bank quote the exchange rate between NOK and CLP. This exchange rate is calculated based on the quoted rates of NOK per USD and CLP per USD by Norges Bank and the Central Bank of Chile respectively.

Hedging

As part of the international activity the Group's assets and liabilities as well as expected cash inflow and cash outflow are exposed to changes in the currency rates.

Such risk is sought reduced by using currency forward contracts. The currency risk is managed by the parent company in cooperation with the subsidiaries.

Before a hedging transaction is carried out, the Group's finance department assesses whether a derivative is to be used to a) hedge the fair value of an asset or liability, b) hedge a future cash flow from an investment, debt payment or future identified transaction or c) hedge a net investment in a foreign operation.

The Group's criteria for classifying a derivative as a hedging instrument are as follows: (1) the hedge is expected to be effective in that it counteracts changes in the fair value of or cash flows from an identified asset - a hedging efficiency within the range of 80-125% is expected, (2) the effectiveness of the hedge can be reliably measured, (3) there is adequate documentation when the hedge is entered into that the hedge is effective, (4) for cash-flow hedges, the forthcoming transaction must be probable, and (5) the hedge is evaluated regularly and has proven to be effective.

(a) Fair value hedges:

Derivatives designated as hedging instruments are measured at their fair value and changes in the fair value are recognized in the income statement as they arise. Correspondingly, a change in the fair value of the hedged object which is due to the risk that the object is hedged against is recognized in the income statement.

The hedge accounting is discontinued if:

  • i) the hedging instrument expires or is terminated, exercised or sold, or
  • ii) the hedge does not meet the above mentioned hedge requirements, or
  • iii) the Group chooses to discontinue hedge accounting for other reasons

If the hedge assessment is terminated, the changes which have been made in the carrying amount of the hedged object are amortized over the remaining economic life using the effective interest rate method if the hedging instrument is a financial instrument that has been recognized according to the effective interest rate method.

(b) Cash-flow hedges

Changes in the fair value of a hedging instrument that meet the criteria for cash flow hedge accounting are taken directly to other comprehensive income.

The ineffective part of the hedging instrument is recognized directly in the income statement.

If the hedge of a cash flow results in an asset or liability being recognized, all former gains and losses recognized directly in other comprehensive income are transferred from other comprehensive income and included in the initial measurement of the asset or liability. For other cash-flow hedges, gains and losses recognized directly in other comprehensive income are taken to the income statement in the same period as the cash flow which comprises the hedged object is recognized in the income statement.

If the hedge no longer meets the criteria for hedge accounting, the hedge accounting is discontinued. The cumulative gain or loss on the hedging instrument recognized directly in other comprehensive income remains separately recognized in other comprehensive income until the forecast transaction occurs.

If the hedged transaction is no longer expected to occur, any previously accumulated gain or loss on the hedging instrument that has been recognized directly in other comprehensive income will be recognized in profit or loss.

Loans

Loans are recognized at the amount received, net of transaction costs. The loans are thereafter recognized at amortized costs using the effective interest rate method, with the difference between the net amount received and the redemption value being recognized in the income statement over the term of the loan.

Borrowing costs are capitalized when the interest costs are incurred during the non-current asset's construction period.

The borrowing costs are capitalized until the date when the non-current asset is ready for use. If the cost price exceeds the non-current asset's fair value, an impairment loss is recognized. Borrowing costs are recognized in the income statement when they arise. Borrowing costs are capitalized to the extent that they are directly related to the purchase, construction or production of a non-current asset.

Financial instruments

According to IAS 39, Financial Instruments: Recognition and measurement, financial instruments are classified in the following categories: held-to-maturity, at fair value through profit or loss, loans and receivables, and available-for-sale. Financial instruments with fixed or determinable cash flows and a fixed maturity that the Group has the positive intention and ability to hold to maturity are classified as held-to-maturity investments.

Financial instruments that are held with the intention of making a gain on short-term fluctuations in prices are classified as financial assets at fair value through profit or loss.

Financial instruments that are held to maturity are included in the non-current asset unless the maturity date is less than 12 months after the balance sheet date. Financial instruments at fair value through profit or loss are classified as current assets, and financial instruments that are available for sale are presented as current assets if the management has decided to sell the instrument within 12 months of the balance sheet date.

Financial assets with fixed or determinable cash flows that are not quoted in an active market are classified as loans and receivables, with the exception of instruments that the Group has designated as being at fair value with changes in value through profit or loss or available for sale.

All purchases and sales of financial instruments are recognized on the transaction date. The transaction costs are included in the cost price.

For financial assets that are classified as available for sale, the accumulated gain or loss that has been previously recognized directly in other comprehensive income is recognized in the income statement for the period when objective information on the fall in value is available. The part of the debt instrument that can be recovered is valued at the fair value of the future cash flow discounted at a rate equal to the yield on an identical financial asset. A reversal of a previous impairment loss is recognized when there is new objective information on an event relating to a previous impairment loss. A reversal of a previous impairment loss is recognized directly in other comprehensive income for equity instruments, but is recognized in the income statement for other financial assets.

Changes in the fair value of financial instruments classified as financial instruments at fair value through profit or loss are recognized in the income statement and included in the net financial income (expenses).

Investments held to maturity are carried at amortized cost.

Trade receivables

Trade receivables are carried at amortized cost. The interest element is disregarded if it is insignificant. Should there be objective evidence of a fall in value, the difference between the carrying amount and the present value of future cash flows is recognized as a loss, discounted by the receivable amount's effective interest rate.

Inventories

Inventories, including work in progress, are valued at the lower of cost and fair value less costs to sell. The fair value less costs to sell is the estimated selling price in the ordinary course of business, less the estimated cost of completion and estimated costs necessary to make the sale. Inventories are measured using the FIFO principle. Finished goods and work in progress include variable costs and fixed costs that can be allocated to goods based on normal capacity. Obsolete inventories have been fully recognized as impairment losses.

Non-current assets

Non-current assets are carried at cost less accumulated depreciation and impairment losses. When assets are sold or disposed of, the gross carrying amount and accumulated depreciation are derecognized, and any gain or loss on the sale or disposal is recognized in the income statement.

The gross carrying amount of non-current assets is the purchase price, including duties/taxes and direct acquisition costs relating to making the non-current asset ready for use. Subsequent costs, such as repair and main-tenance costs, are normally recognized in profit or loss as incurred. When increased future economic benefits as a result of repair/maintenance work can be proven, such costs will be recognized in the balance sheet as additions to noncurrent assets.

Depreciation is calculated using the straightline method over the following periods:

Machinery and equipment 3 - 5 years
Buildings 10 years
Land No depreciation

The depreciation period and method are assessed each year to ensure that the method and period used harmonize with the financial realities of the non-current asset. The same applies to the scrap value.

Operating leases

Leases for which most of the risk and return associated with ownership of the asset have not been transferred to the Group are classified as operating leases. Operating lease payments are classified as operating costs and recognized in the income statement during the contract period.

Finance leases

Finance leases are leases under which the Group assumes most of the risk and return associated with the ownership of the asset. At the inception of the lease, finance leases are recognized at the lower of their fair value and the present value of the minimum lease payments, minus accumulated depreciation and impairment losses. When calculating the lease's present value, the implicit interest cost in the lease is used if it is possible to calculate this. If this can not be calculated, the company's marginal borrowing rate is used. Direct costs linked to establishing the lease are included in the asset's cost price.

The same depreciation period as for the company's other depreciable assets is used. If it is not reasonably certain that the company will assume ownership when the term of the lease expires, the asset is depreciated over the term of the lease or the asset's economic life, whichever is the shorter.

Intangible assets

Intangible assets are recognized in the Statement of financial position if it can be proven that there are probable future economic benefits that can be attributed to the asset which is owned by the company, and the asset's cost price can be reliably estimated. Intangible assets are recognized at their cost price. Intangible assets with indefinite useful lives are not amortized, but impairment losses are recognized if the recoverable amount is less than the cost price. The recoverable amount is calculated each year or if there are any indications of a fall in value. Intangible assets with a finite useful life are amortized and any need for impairment losses to be recognized is considered. Amortization is carried out using the straight-line method over the estimated useful life. The amortization estimate and method will be subject to an annual assessment based on the pattern of consumption of future economic benefits.

Patents and licenses

Amounts paid for patents and licenses are recognized in the Statement of financial position and depreciated using the straight-line method over the expected useful life. The expected useful life of patents and licenses varies from 5 to 20 years.

Software

Expenses related to the purchase of new computer programs are recognized in the Statement of financial position as an intangible non-current asset provided these expenses do not form part of the hardware acquisition costs. Software is amortized using the straight-line method over 3 years. Expenses incurred as a result of maintaining or upholding the future usefulness of software are expenses as incurred unless the changes in the software increase the future economic benefit from the software.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level.

Goodwill

Goodwill

Excess value on the purchase of operations that cannot be allocated to assets or liabilities on the acquisition date is classified in the Statement of financial position as goodwill. In the case of investments in associates, goodwill is included in the cost price of the investment.

The identifiable assets and liabilities on the transaction date are to be recognized at fair value on the transaction date.

The allocation of costs in a business combination is changed if new information on the fair value becomes available and is applicable on the date when control is assumed. The allocation may be altered until the annual accounts are presented or prior to the expiry of a 12-month period.

Goodwill is tested annually for impairment. In connection with this, goodwill is allocated to cash-generating units or groups of cashgenerating units that are expected to benefit from synergies from the business combination.

Negative goodwill

Negative goodwill upon the acquisition of operations is recognized in profit or loss after the acquired assets and liabilities have been re-identified and reassessed in order to ensure that the negative goodwill is not due to an error in the valuation of assets or liabilities.

Research and development

Expenses relating to research are recognized in the income statement when they are accrued. Expenses relating to development are recognized in the income statement when they are incurred unless the following criteria are met in full:

  • The product or process is clearly defined and the cost elements can be identified and measured reliably;
  • The technical solution for the product has been demonstrated;
  • The product or process will be sold or used in the company's operations;
  • The asset will generate future economic benefits; and
  • Sufficient technical, financial and other resources for completing the project are present.

When all the above criteria's are met, the costs relating to development start to be recognized in the balance sheet. Costs that have been charged as expenses in previous accounting periods are not recognized in the balance sheet.

Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. During the period of development, the asset is tested for impairment annually.

The amortization period will normally not exceed five years.

Impairment of assets

Financial instruments

Financial instruments are reviewed at each balance sheet date in order to discover any decrease in value.

Financial assets which are valued at amortized cost are written down when it is probable that the company will not recover all the amounts relating to contractual issues for loans, receivables or hold-to-maturity investments. The amount of the impairment loss is recognized in the income statement. Any reversal of previous impairment losses is recognized when a reduction in the need to write down the asset can be related to an event after the impairment loss has been recognized. Such a reversal is presented as income. However, an increase in the carrying amount is only recognized to the extent that it does not exceed what the amortized cost would have been if the impairment loss had not been recognized.

Other assets

An assessment of impairment losses on other assets is made when there is an indication of a fall in value. If an asset's carrying amount is higher than the asset's recoverable amount, an impairment loss will be recognized in the income statement. The recoverable amount is the higher of the fair value less costs to sell and the discounted cash flow from continued use. The fair value less costs to sell is the amount that can be obtained from a sale to an independent third party minus the sales costs. The recoverable amount is determined separately for all assets but, if this is impossible, it is determined together with the entity to which the assets belong.

With the exception of goodwill, impairment losses recognized in the income statements for previous periods are reversed when there is information that the need for the impairment loss no longer exists or is not as great as it was. The reversal is recognized as revenue or an increase in other reserves. However, no reversal takes place if the reversal leads to the carrying amount exceeding what the carrying amount would have been if normal depreciation periods had been used.

Equity

Equity and liabilities

Financial instruments are classified as liabilities or equity in accordance with the underlying financial reality.

Interest, dividends, gains and losses relating to a financial instrument classified as a liability will be presented as an expense or revenue. Amounts distributed to holders of financial instruments which are classified as equity will be recognized directly in equity.

Other equity (a) Translation differences

Translation differences arise in connection with currency differences when foreign entities are consolidated.

Currency differences relating to monetary items (liabilities or receivables), which are in reality part of a company's net investment in foreign entities are treated as exchange differences.

When a foreign operation is sold, the accumulated exchange differences linked to the entity are reversed and recognized in the income statement in the same period as the gain or loss on the sale is recognized.

(b) Hedge reserve

The hedge reserve includes the total net change in the fair value of the cash-flow hedge until the hedged cash flow arises or is no longer expected to arise.

Provisions

Provisions are recognized when, and only when, the company has a valid liability (legal or constructive) as a result of events that have taken place and it can be proven probable (more probable than not) that a financial settlement will take place as a result of this liability, and that the size of the amount can be measured reliably. Provisions are reviewed on each balance sheet date and their level reflects the best estimate of the liability.

When the effect of time is insignificant, the provisions will be equal to the size of the expense necessary to be free of the liability. When the effect of time is significant, the provisions will be the present value of future payments to cover the liability. Any increase in the provisions due to time is presented as interest costs.

Contingent liabilities acquired upon the purchase of operations are recognized at fair value even if the liability is not probable. The assessment of probability and fair value is subject to constant review. Changes in the fair value are recognized in the income statement.

Employee benefits

Defined contribution plan

All Group companies have pension schemes based on contributions from the company to the employees. The companies' payments are recognized in the income statements for the year to which the contribution applies. The companies have no further commitments towards pensions when the agreed contributions are paid.

Severance pay

In some countries, the companies are obliged by law to provide severance pay for redundancies due to reductions in the workforce. The costs relating to severance pay are set aside once the management has decided on a plan that will lead to reductions in the workforce and the work of restructuring has started or the reduction in the workforce has been communicated to the employees.

Share options

The fair value of the share options is measured at the grant date and the cost is recognized in the income statement, together with a corresponding increase in other paid-in capital, over the period in which the performance and/or service conditions are fulfilled. The fair value is calculated using a Black & Scholes model.

Government grants

Grants from the authorities are not recognized until it is reasonable assurance that the company will meet the conditions stipulated in connection with the receipt of the grants and that the grants will be granted. The recognition of grants is postponed and amortized over the same period the costs which the grants are intended for are incurred. Grants are recognized as deductions from the cost that the grant is meant to cover. Grants received to buy non-current assets are capitalized.

Income tax

The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all taxable temporary differences, with the exception of:

  • Goodwill for which amortization is not deductible for tax purposes
  • Temporary differences relating to invest ments in subsidiaries, associates or joint ventures when the Group decides when the temporary differences are to be reversed and this is not expected to take place in the foreseeable future.

Deferred tax assets are recognized in the Statement of financial position when it is probable that the company will have a sufficient profit for tax purposes to utilize the tax asset. At each balance sheet date, the Group carries out a review of its unrecognized deferred tax assets and the value it has recognized. The companies recognize formerly unrecognized deferred tax assets to the extent that it has become probable that the company can utilize the deferred tax asset. Similarly, the company will reduce its deferred tax assets to the extent that it can no longer utilize these.

Deferred tax and deferred tax assets are measured on the basis of the decided future tax rates applicable to the companies in the Group where temporary differences have arisen.

Deferred tax and deferred tax assets are recognized irrespective of when the differences will be reversed. Deferred tax and deferred tax assets are recognized at their nominal value and classified as non-current asset investments (long-term liabilities) in the Statement of financial position.

The tax payable and deferred tax is recognized directly in equity to the extent that they relate to factors that are recognized directly in equity.

Contingent liabilities and assets

Contingent liabilities are defined as

  • i) possible obligations resulting from past events whose existence depends on future events
  • ii) obligations that are not recognized because it is not probable that they will lead to an outflow of resources
  • iii) obligations that cannot be measured with sufficient reliability

Contingent liabilities are not recognized in the annual financial statements. Significant contingent liabilities are stated, with the exception of contingent liabilities where the probability of the liability occurring is remote.

A contingent asset is not recognized in the annual financial statements, but is stated if there is a certain level of probability that a benefit will accrue to the Group.

Business Combinations

The acquisition of subsidiaries is accounted for using the acquisition method. Acquisition costs incurred are expensed and included in operating expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and relevant conditions as at the acquisition date.

The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition are recognized at their fair values at the acquisition date.

Goodwill arising on acquisition is recognized as an asset measured at the excess of the sum of the consideration transferred, the fair value of any previously held equity interests and the amount of any non-controlling interests in the acquiree over the net amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the total consideration of the business combination, the excess is recognized in the income statement immediately. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognized in the income statement as financial income or expense. If the contingent consideration is classified as equity, it should not be re-measured until it is finally settled within equity.

Allocation of added value arising from a business combination is finalized within twelve months of completed acquisition.

If the business combination is achieved in stages, the fair value of the Group's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date through the income statement.

Events after the balance sheet date

New information on the company's positions at the balance sheet date is taken into account in the annual financial statements. Events after the balance sheet date that do not affect the company's position at the balance sheet date but which will affect the company's position in the future are stated if significant.

Use of estimates when preparing the annual financial statements

Estimates and their underlying assumptions that affect the application of accounting principles and reported amounts of assets and liabilities, income and expenses are based on historic experience and other factors considered reasonable under the circumstances.

The estimates constitute the basis for the assessment of the net book value of assets and liabilities when these values cannot be derived from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statement, is given in the following notes:

• Impairment test for intangible assets

(note 7)

• Amortization periods for intangible assets

(note 7)

  • Capitalized development cost/R&D cost (note 7 and 8)
  • Taxes (note 5)

• Revenue recognition under long term construction contracts (note 19)

The preparation of the Group's consolidated financial statements requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment of the carrying amount of the asset or liability affected in the future.

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment of the carrying amounts of assets and liabilities within the next financial year are discussed below.

Intangible assets

The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date.

4 Financial Statement Group Notes 4

Goodwill and capitalized development cost are tested for impairment annually and at other times when such indicators exist. The Group's impairment test for goodwill and capitalized development cost is based on value in use calculations that use a discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset base of the cash generating unit being tested.

The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the recoverable amount for the cash generating unit, including a sensitivity analysis, are further explained in note 7. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. This is especially relevant to capitalized development costs.

Capitalized development costs

Development expenditures are recognized as an intangible asset when the Group can demonstrate:

  • The technical feasibility of completing the intangible asset so that it will be available for use or sale
  • The Groups intention to complete and the Groups ability to use or sell the asset
  • How the asset will generate future economic benefits
  • The ability to measure reliable expenditure during development
  • The availability of resources to complete the asset

When all the above criteria's are met, the costs relating to development start to be recognized in the balance sheet. Project manager performs a continuous assessment to identify whether the cost relates to the development project or to normal operations. Internal hours used in the development project are capitalized at cost (no mark-up), see note 7.

Costs that have been expensed in previous accounting periods are not recognized in the balance sheet.

Recognized development costs are amortized on a straight-line basis over the estimated useful life for the asset, usually not exceeding 5 years. Amortization starts when the asset is ready for use. No amortization has yet been performed for the development projects. The fair value of the development costs will be calculated when there is an indicator of change in value.

Deferred tax assets

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Long term construction contracts

The percentage-of-completion method is used to account for construction contracts. This method requires estimates of the final revenue and costs of the contract, as well as measurement of progress achieved to date as a proportion of the total work performed.

The Group reviews the estimates of contract revenue and contract costs for ongoing projects on a monthly basis though its internal financial reporting processes. See note 19 for disclosures relating to construction contracts.

New IFRS standards and interpretations

The accounting policies adopted are consistent with those of the previous financial year, except for the amendments to IFRS which have been implemented by the Group during the current financial year. None of the amendements to IFRS for 2015 has had significant effect to the group financials. The interpretations not yet effective will not have any significant impact for the Group.

Annual Improvements 2011 – 2013 Cycle

These amendments apply to annual accounts that started on 1 January 2015 or later. The Group has applied the amendments for the first time in the financial statements for 2015. The amendments cover:

IFRS 13 Fair Value Measurement

The amendment is implemented prospectively and clarifies that the portfolio exception in IFRS 13 can not only be applied to financial assets and financial liabilities, but also to other contract which fall under the scope of IAS 39.

The implementation has not had any effect on the Group's financial statement for 2015.

New standards not yet effective

IFRS 9 Financial Instruments

In July 2014 the IASB published the final element in IFRS 9 and the standard is now complete. IFRS 9 results in amendments to classification and measurement, hedge accounting and impairment. IFRS 9 will replace IAS 39 Financial Instrument: Recognition and Measurement. The parts of IAS 39 that have not been amended as part of this project has been transferred and included in IFRS 9. The standard shall be implemented retrospectively, with the exception of hedge accounting, but it is not a requirement to prepare comparative figures. The rules for hedge accounting shall mainly be implemented prospectively, with certain few exceptions. The Group has no plans regarding early implementation of the standard.

The standard will apply from January 1st 2018 and will not have material impacts for the Group.

IFRS 15 Revenue from Contracts with Customers

The IASB and FASB has published a new converged standard for revenue recognition; IFRS 15 Revenue from Contracts with Customers. The standard replaces all existing standards and interpretations relating to revenue recognition.

The core principle of IFRS 15 is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the con-sideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. With some few exceptions, the standard is applicable for all remunerative contracts and includes a model for recognition and measurement of sale of individual non-financial assets (e.g. sale of property, plant and equipment). IFRS 15 shall be implemented using either the fully retrospective or modified method.

The standard will apply from January 1st 2018. The Group is in progress of assessing the effect of the implementation, but does not expect it to have significant impact on ordinary sales of goods. The new standard will impact the disclosures of the financial statement.

IFRS 16 Leases

IFRS 16 Leases replaces existing IFRS leases requirements, IAS 17 Leases. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, ie the customer ('lessee') and the supplier ('lessor'). The new leases standard requires lessees to recognise assets and liabilities for most leases, which is a significant change from current requirements. For lessor, IFRS 16 substantially carries forward the accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.

The effective date for IASB is from January 1st 2019, but yet to be determined by EU. The Group is in progress of assessing the effect of the implementation.

Annual Improvements 2010-2012

IASBs annual improvements project 2010- 2012 includes amendments to a number of standards:

IFRS 2 Share-based Payment

The amendment is implemented prospectively and clarifies the definition of performance conditions and service conditions, including the following:

  • A performance condition must contain a service condition
  • A performance target must be met while the counterparty is rendering service
  • A performance target may relate to the operations or activities of an entity, or to those of another entity in the same group
  • A performance condition may be a market or non-market condition
  • If the counterparty, regardless of the reason, ceases to provide service during the vesting period, the service condition is not satisfied

IFRS 3 Business Combinations

The amendment is implemented prospectively and clarifies that contingent consideration in a business acquisition that is not classified as equity in subsequent periods shall be measured at fair value through profit or loss regardless of whether or not it falls within the scope of IAS 39.

IFRS 8 Operating Segments

The amendments are implemented retrospectively and clarify that if the operating segments are combined, the entity must disclose the economic characteristics (e.g., sales and gross margins) used to assess whether the segments are 'similar'.

IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets

The amendment is implemented retrospectively and clarifies that the revaluation method may be used by reference to observable data, either by adjusting the gross carrying amount to the market value or by determining the market value at the carrying amount and adjusting the gross carrying amount proportionately so that the carrying amount is equal to the market value. The accumulated depreciation/amortization is the difference between the gross and carrying amount of the asset.

IAS 24 Related Party Disclosures

The amendment is implemented retrospectively and clarifies that an entity providing management personnel services ("a management entity") and key management personnel to management is a related party and has to apply the disclosure requirements for related parties.

The above listed amendments has none or minor effect for the Group.

Annual Improvements 2012-2014

IASBs annual improvements project 2012–2014 includes amendments to a number of standards:

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations

The amendment is implemented prospectively and clarifies that an entity reclassifying an asset or disposal group directly from held for sale to held for distribution (or vice versa), this is regarded as a continuation of the original disposal plan. There is therefore no interruption in the application of the requirements of IFRS 5.

IFRS 7 Financial Instruments - Disclosures

The amendment relates to disclosure regarding an entity's continuing involvement in the transferred assets. It clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. The assessment of which management contracts involve continuing involvement in a financial asset must be undertaken retrospectively, but the note disclosures must not be provided before the enterprise implements the amendment to IFRS 7.

IAS 19 Employee Benefits

The amendment clarifies that the assessment of the liquid market for high quality corporate bonds shall be made based on the currency in which the pension liability is denominated, rather than the country where the pension liability is based. This means that high quality corporate bonds issued by entities domiciled in other countries shall be taken into consideration in the assessment, provided that the bonds are issued in the same currency as that in which the pension benefits will be paid. This amendment must be applied prospectively.

The Group does not expect that implementation of the amendments listed above will have a material effect on the financial statement of the Group on the date of implementation.

"Hurtigruten", the famous coastal steamers, choose Polarcirkel boats.

AKVA group´s feed barges have load capacity from 96 to 850 metric tons.

Business segments

Cage Based Technology

Software

Land Based Technology

Intra segment revenue is immaterial.

Cage Based Technology (in NOK 1 000) 2015 2014 2013
Operating revenue 1 070 927 972 585 723 987
Operating expenses 976 102 884 812 693 508
Operating profit before depreciation and amortization (EBITDA) 94 825 87 773 30 479
Depreciation and amortization 33 254 26 717 26 047
Operating profit (EBIT) 61 571 61 056 4 432
Investments in the period 59 551 37 168 26 599
Software (in NOK 1 000) 2015 2014 2013
Operating revenue 132 092 106 737 97 699
Operating expenses 106 092 91 444 78 248
Operating profit before depreciation and amortization (EBITDA) 26 000 15 293 19 451
Depreciation and amortization 10 331 7 072 5 362
Operating profit (EBIT) 15 669 8 222 14 089
Investments in the period 8 611 9 060 11 865

The sales of other items than professional services in this segment are immaterial.

Land Based Technology (in NOK 1 000) 2015 2014 2013
Operating revenue 222 319 166 737 96 984
Operating expenses 207 984 166 438 100 009
Operating profit before depreciation and amortization (EBITDA) 14 335 298 -3 025
Depreciation and amortization 3 865 1 941 1 679
Operating profit (EBIT) 10 469 -1 642 -4 704
Investments in the period 7 592 3 537 1 383

The sales of services in this segment are immaterial.

Note 2 Segment information Note 2 Segment information

Recirculation technology forms the main part of our Land Based Aquaculture Technology, which is developing into a major trend in global aquaculture. This technology allow the re-use (recirculation) of close to 100% of the water by cleaning the water and restoring important water quality parameters, using advanced water treatment technology. Main components used include mechanical filters, UV treatment, biofilters, degasser units, oxygenation, cooling/heating systems and lifting pumps. The main reason for reporting this separately is due to the very different nature of this business compared to the other more traditional part of AKVA group's business and products. Recirculation projects tend to be 10-20 times larger (in average project value) compared to other delivery projects (other AKVA group products). The sales process is substantially more complex and time consuming as it often requires extensive pre-project engineering, site evaluations and harder to get financing. Main subsidiaries in the Group for Land Based Technology are AKVA group Denmark A/S (Denmark), Plastsveis AS (Norway) and Aquatec Solutions A/S (Denmark).

Main products include all FishtalkTM software brands such as: Production control, planning, traceability and ERP software for both the aquaculture and the fishing industry. Main markets include Norway, Iceland, Canada, Chile and UK. AKVA group is the market leader in software both to the aquaculture and fishing industries in these markets. Main offices for the software activities are in Norway (Trondheim) and Iceland (Reykjavik and Akureyri).

Main products include PolarcirkelTM, WavemasterTM and AkvasmartsTM hardware brands such as: Plastic cages, steel cages, feed barges, feed systems, sensor- and camera systems, underwater lights and net cleaning systems. Various degrees of cage farming projects are also delivered in main export markets. These also include nets and mooring systems from other recognized sub-suppliers. Through Helgeland Plast AS in Norway, AKVA group also supplies polyethylene work boats and pipes to aquaculture and other industries.

For more detailed description and information about products and services included in the business areas, please go to "Products" at www.akvagroup.com and download the short version of the product catalogues.

TOTAL (in NOK 1 000) 2015 2014 2013
Operating revenue 1 425 338 1 246 059 918 670
Operating expenses 1 290 179 1 142 694 871 765
Operating profit before depreciation and amortization (EBITDA) 135 159 103 365 46 905
Depreciation and amortization 47 450 35 729 33 088
Operating profit (EBIT) 87 709 67 635 13 817
Assets 1 083 127 903 821 721 981
Liabilites 654 695 514 569 383 125
Investments in the period 75 755 49 765 39 847

The figures listed below are based on where the legal entities are located.

2015
Geographical information (in NOK 1 000) Norway Chile Canada Scotland Iceland Other Group
Operating revenue - external customers 783 853 148 177 95 903 140 226 80 257 176 923 1 425 338
Assets 606 568 140 221 40 037 81 350 35 111 179 840 1 083 127
Investments in the period 44 899 3 543 317 16 379 3 454 7 163 75 755
2014
Geographical information (in NOK 1 000) Norway Chile Canada Scotland Iceland Other Group
Operating revenue - external customers 799 337 146 374 51 953 76 405 62 721 109 268 1 246 059
Assets 470 120 202 069 45 068 78 076 29 988 78 500 903 821
Investments in the period 28 365 2 193 2 322 9 225 4 133 3 527 49 765
2013
Geographical information (in NOK 1 000) Norway Chile Canada Scotland Iceland Other Group
Operating revenue - external customers 456 187 154 056 22 841 51 917 51 732 181 936 918 670
Assets 407 280 150 356 21 085 55 098 25 731 62 432 721 981
Investments in the period 23 353 3 933 169 6 950 4 231 1 211 39 847

Revenues by customer

The revenue from the 5 largest customers within all segments and geographic areas are as follows:

Revenues by customer (in NOK 1 000) 2015 2014 2013
Customer A 185 705 127 945 85 964
Customer B 81 213 79 582 44 375
Customer C 73 998 57 227 38 525
Customer D 46 503 51 530 31 971
Customer E 44 070 49 890 27 582

Revenue from customer A is mainly in the cage based technology segment, with a small portion in the land based technology segment.

Note 2 continues

Payroll expenses (in NOK 1 000) 2015 2014 2013
Salaries 293 524 248 058 201 764
Payroll tax 18 920 16 708 12 164
Pension costs 11 129 8 054 7 165
Other benefits
Note 3
17 521 7 126 8 236
Total payroll expenses 341 094 279 945 229 329
Wages and remunerations
Number of employees at year end: 670 722 571
Payroll expenses (in NOK 1 000)
The average number of employees in full time equivalent in the group during the year is:
2015
690
2014
662
2013
612

Note 3 Wages and remunerations Note 3 Wages and remunerations

Eirik Børve Monsen (CFO) 1 380 68 17 200 - Loan and pledge

Per Andreas Hjetland (COO Nordic) 1 255 73 30 335 - Trond Severinsen (COO Export & CMO) 1 081 74 127 185 - The Group has not given any loans or pledges to members of the Board or Group management as of December 31st.

Andrew Campbell (COO Americas) 1 103 - 64 369 -
Inge Forseth (COO Technology & Software)*
Remuneration to group management 2014 (in NOK 1 000)
Odd Martin Solem ( former COO Technology & Software)
404
Salary
474
66
Pension
29
11
Other
3
Accrued -
-
not paid
-
Bonus**
-
Options
-
* Inge Forseth assumed his position at September 1st 2014.
Trond Williksen (CEO) 2 136 72 132 100 1 344
** Change of principle compared to previous years. Comparable figures for 2013 are included in the tables below.
Eirik Børve Monsen (CFO)
1 380 68 17 200 -
Per Andreas Hjetland (COO Nordic) 1 255 73 30 335 -
Trond Severinsen (COO Export & CMO) 1 081 74 127 185
Accrued -
-
Remuneration to group management 2013 (in NOK 1 000)
Andrew Campbell (COO Americas)
Salary
1 103
Pension
-
Other
64
not paid
369
Options
-
Inge Forseth (COO Technology & Software)* 404 66 11 Bonus**
-
-
Odd Martin Solem ( former COO Technology & Software) 474 29 3 - -

Eirik Børve Monsen (CFO) 1 324 64 14 157 - Per Andreas Hjetland (COO Nordic) 1 216 69 23 95 - Trond Severinsen (COO Export & CMO) 1 044 68 128 71 - * Inge Forseth assumed his position at September 1st 2014. ** Change of principle compared to previous years. Comparable figures for 2013 are included in the tables below.

Odd Martin Solem (COO Technology & Software) 1 031 65 8 - -
Andrew Campbell (COO Americas)
Remuneration to group management 2013 (in NOK 1 000)
1 160
Salary
-
Pension
64
Other
Accrued -
41
not paid
Bonus**
-
Options
Trond Williksen (CEO) 2 102 67 130 - -
Eirik Børve Monsen (CFO) 1 324 64 14 157 -
Per Andreas Hjetland (COO Nordic) 1 216 69 23 95 -
Trond Severinsen (COO Export & CMO) 1 044 68 128 71 -
Odd Martin Solem (COO Technology & Software) 1 031 65 8 - -
Andrew Campbell (COO Americas) 1 160 - 64 41 -
Accrued -
Payroll tax
Remuneration to group management 2015 (in NOK 1 000)
Pension costs
Remuneration to group management 2015 (in NOK 1 000)
Remuneration to group management 2015 (in NOK 1 000)
Other benefits
Salary
Salary
Salary
18 920
Pension
11 129
Pension
Pension
17 521
16 708
Other
8 054
Other
Other
7 126
12 164
not paid
Accrued -
Accrued -
Bonus
7 165
not paid
not paid
Bonus
8 236
Bonus
Options
Options
Options
Total payroll expenses
Trond Williksen (CEO)
2 213 341 094
61
279 945
136
229 329
*
-
Trond Williksen (CEO)
Eirik Børve Monsen (CFO)
Trond Williksen (CEO)
2 213
1 406
2 213
61
61
61
136
13
136


-
-
-
-
Eirik Børve Monsen (CFO)
Per Andreas Hjetland (COO Nordic)
Number of employees at year end:
Eirik Børve Monsen (CFO)
1 406
1 272
1 406
61
61
670
61
13
10
722
13

360

571
-
-
-
-
Per Andreas Hjetland (COO Nordic)
The average number of employees in full time equivalent in the group during the year is:
Trond Severinsen (COO Export & CMO)
Per Andreas Hjetland (COO Nordic)
1 272
1 091
1 272
61
690
61
61
10
167
662
10
360
183

612
360
-
-
-
Trond Severinsen (COO Export & CMO)
Andrew Campbell (COO Americas)
Trond Severinsen (COO Export & CMO)
1 091
1 336
1 091
61
-
61
167
48
167
183
290

183
-
-
-
Andrew Campbell (COO Americas)
Inge Forseth (COO Technology & Software)
Andrew Campbell (COO Americas)
1 336
1 181
1 385
-
61
-
48
11
48
290
347

290
-
-
-
Inge Forseth (COO Technology & Software)
Inge Forseth (COO Technology & Software)
1 181
1 181
61
61
11
11
347*
Accrued -
347
-
-

Remuneration to group management 2014 (in NOK 1 000) Salary Pension Other

The agreed remuneration for Trond Williksen is an annual fixed salary of MNOK 2.213. He is also entitled to full payment during sick leaves up 52 weeks and a monthly car allowance of KNOK 10. Trond Williksen has a 3 years bonus arrangement limited up to 100% of the annual salary Bonus Trond Williksen (CEO) 2 213 61 136 - - The agreed remuneration for Trond Williksen is an annual fixed salary of MNOK 2.213. He is also entitled to full payment during sick leaves up to 52 weeks and a monthly car allowance of KNOK 10. Trond Williksen has a 3 years bonus arrangement limited up to 100% of the annual The agreed remuneration for Trond Williksen is an annual fixed salary of MNOK 2.213. He is also entitled to full payment during sick leaves up to 52 weeks and a monthly car allowance of KNOK 10. Trond Williksen has a 3 years bonus arrangement limited up to 100% of the annual salary in the three year period ending on December 31st 2016. Williksen can claim 12 months of salary if his contract is terminated.

Remuneration to group management 2013 (in NOK 1 000) Salary Pension Other

Loan and pledge The Group has not given any loans or pledges to members of the Board or Group management as of December 31st. Accrued - Per Andreas Hjetland (COO Nordic) 1 272 61 10 360 - Trond Severinsen (COO Export & CMO) 1 091 61 167 183 - Andrew Campbell (COO Americas) 1 385 - 48 290 - Inge Forseth (COO Technology & Software) 1 181 61 11 347 - The current incentive scheme for the Group holds two elements: (1) Strategic Value Incentive Scheme; providing incentives to the CEO and CFO relative to the actual development in the Company's market capitalization in the 3 year period ending on December 31st 2016 limited to an amount equal to the CEO and CFO's respective fixed salary in the same period. (2) Operational Incentive Scheme; providing incentives to managers of business areas and key subsidiaries relative to actual annual financial and operational performance. In addition, a share incentive scheme for all employees was introduced in 2015. The share incentive scheme gave all employees an opportunity to invest in AKVA group The current incentive scheme for the Group holds two elements: (1) Strategic Value Incentive Scheme; providing incentives to the CEO and CFO relative to the actual development in the Company's market capitalization in the 3 year period ending on December 31st 2016 limited to an amount equal to the CEO and CFO's respective fixed salary in the same period. (2) Operational Incentive Scheme; providing incentives to managers of business areas and key subsidiaries relative to actual annual financial and operational performance. In addition, a share incentive scheme for all employees was introduced in 2015. The share incentive scheme gave all employees an opportunity to invest in AKVA group ASA shares with a given amount and rebate. The terms and conditions for the share incentive scheme was equal for all employees.

Remuneration to group management 2015 (in NOK 1 000) Salary Pension Other

Remuneration to group management 2014 (in NOK 1 000) Salary Pension Other 52 weeks and a monthly car allowance of KNOK 10. Trond Williksen has a 3 years bonus arrangement limited up to 100% of the annual salary The general bonus plan does not exclude special bonus payments for particularly demanding projects.

Trond Williksen (CEO) 2 136 72 132 100 1 344 *Total accrued provision for bonuses to group management at year end was MNOK 5.9 for the agreements mentioned above.

Note 3 continues

Effective tax rate (in NOK 1 000) 2015 2014 2013
Expected income taxes, statutory tax rate of 27% 24 190 16 975 1 279
Permanent differences (27%) 2 786 1 660 109
Effect of change in tax rate and revaluation -18 -1 032 -2 332
Deviation between Norwegian and foreign tax rate -3 245 -658 384
Excess(-)/insufficient(+) provisions in former years 452 -1 272 34
Change in non-recognized deferred tax asset -4 476 -7 280 2 720
Income tax expense 19 690 8 394 2 193

Effective tax rate in percent of profit before tax 25,2 % 13,3 % 48,0 %

Fees to the Board of Directors
Fees to the Board of Directors
Position
Position
2015
2015
2014
2014
2013
2013
received
Hans Kristian Mong
Hans Kristian Mong
Chairperson of the Board
Chairperson of the Board
280
280
280
280
233
233
Anne Breiby
Anne Breiby
Deputy Chairperson of the Board
Deputy Chairperson of the Board
200
200
200
200
183
183
Frode Teigen
Frode Teigen
Member of the Board
Member of the Board
165
165
155
155
131
131
Evy Vikene
Evy Vikene
Member of the Board
Member of the Board
125
125
63
63
-
-
Nils Viga
Nils Viga
Member of the Board
Member of the Board
150
150
78
78
-
-
Aino Kristin Lindal Olaisen
Aino Kristin Lindal Olaisen
Member of the Board
Member of the Board
88
88
-
-
-
-
Note 5
Note 5
Note 5
Anthony James
Anthony James
Member of the Board
Member of the Board
63
63
-
-
-
-
Taxes
Taxes
Taxes
Tore Obrestad
Tore Obrestad
Member of the Board
Member of the Board
30
30
30
30
30
30
Carina Jensen
Carina Jensen
Member of the Board
Member of the Board
30
30
8
8
-
-
Henrik A. Schultz
Henrik A. Schultz
Member of the Board
Member of the Board
30
30
8
8
-
-
Aino Kristin Lindal Olaisen
Aino Kristin Lindal Olaisen
Former member of the Board
Former member of the Board
-
-
83
83
135
135
Ingvald Løyning
Ingvald Løyning
Former member of the Board
Former member of the Board
-
-
73
73
63
63
Kjell A. Corneliussen
Kjell A. Corneliussen
Former member of the Board
Former member of the Board
-
-
23
23
30
30
Eivind Brendryen
Eivind Brendryen
Former member of the Board
Former member of the Board
-
-
28
28
25
25
Amund Skarholt
Amund Skarholt
Former Chairperson of the Board
Former Chairperson of the Board
-
-
-
-
160
160

Establishment of salaries and other remuneration to executive management Establishment of salaries and other remuneration to executive management

The remuneration of the executive management is based on the principle that the base salary shall promote value creation in the company and contribute to coincident interests between owners and the executive management. The remuneration of the executive management is based on the principle that the base salary shall promote value creation in the company and contribute to coincident interests between owners and the executive management.

As the leading aquaculture technology supplier, AKVA group is dependent to offer salaries and remunerations that secure that the most compentent management is recruited. It is the policy of the Board of Directors that in order to recruit the most competent management, the company has to offer salaries and remunerations which are satisfactory to the management and are able to compete in an international market. As the leading aquaculture technology supplier, AKVA group is dependent to offer salaries and remunerations that secure that the most compentent management is recruited. It is the policy of the Board of Directors that in order to recruit the most competent management, the company has to offer salaries and remunerations which are satisfactory to the management and are able to compete in an international market. As the leading aquaculture technology supplier, AKVA group is dependent to offer salaries and remunerations that secure that the most compentent management is recruited. It is the policy of the Board of Directors that in order to recruit the most competent management, the company has to offer salaries and remunerations which are satisfactory to the management and are able to compete in an international market.

Note 4 Government grants and subsidies Government grants and subsidies (in NOK 1 000)

The Board of Directors has established a remuneration comittee which shall act as a preliminary organ in relation to the Boards role in the establishment of remuneration to the Chief executive officer and other members in the group management. The Board of Directors has established a remuneration comittee which shall act as a preliminary organ in relation to the Boards role in the establishment of remuneration to the Chief executive officer and other members in the group management.

It is the company's policy that the remuneration of the executive management principally is based on a fixed monthly salary which reflects the tasks and responsibility of the employment. This remuneration is established on an individual basis. The fixed monthly salary is determined amongst other of the following factors: It is the company's policy that the remuneration of the executive management principally is based on a fixed monthly salary which reflects the tasks and responsibility of the employment. This remuneration is established on an individual basis. The fixed monthly salary is determined amongst other of the following factors:

Government grants received (in NOK 1 000)
Government grants received (in NOK 1 000)
2015
2014
2015
2013
2014
2013
"Skattefunn" 1 216
1 698
1 216
767
1 698
767
Other 849
1 500
849
101
1 500
101
Total 2 250
3 198
2 250
868
3 198
868
Note 5
Note 5
Taxes
Taxes
Tax expense (in NOK 1 000)
Tax expense (in NOK 1 000)
2015
2014
2015
2013
2014
2013
Current taxes payable
Current taxes payable
6 217
3 036
6 217
1 317
3 036
1 317
Adjustment related to previous year
Adjustment related to previous year
-608
-2 395
-608
-194
-2 395
-194
Change in deferred taxes
Change in deferred taxes
14 299
7 754
14 299
325
7 754
325
Effect of change in tax rate in Norway
Effect of change in tax rate in Norway
-218
-
-218
746
-
746
Total tax expense
Total tax expense
19 690
8 394
19 690
2 193
8 394
2 193

• Experience and competence of the executive manager • Experience and competence of the executive manager

  • Responsibility • Responsibility
  • Competion from the market • Competion from the market

Total variable remuneration shall not in normal cases exceed the value of the fixed remuneration. AKVA group introduced in 2006 a stock option plan. Stock options are granted to the executive management and other senior employees. Total variable remuneration shall not in normal cases exceed the value of the fixed remuneration. AKVA group introduced in 2006 a stock option plan. Stock options are granted to the executive management and other senior employees.

The change in deferred taxes in the statement of financial positions is larger than what is reflected in the income tax expense. The main reason for this is deferred tax acquired in business combination. The change in deferred taxes in the statement of financial positions is larger than what is reflected in the income tax expense. The main reason for this is deferred tax acquired in business combination.

The agreed pension plan is the same for the executive management as for the rest of the Norwegian employees. The agreed pension plan is the same for the executive management as for the rest of the Norwegian employees.

Note 4

Salary payments after termination of employment is normally related to confidentiality and restrictive competitor agreements in which these payments shall only compensate for the constraints to the resigned employees permission to enter into a new employment agreement. Agreements of payment after termination of employment shall as a basis be reduced with salaries from other employees. AKVA group ASA does not use agreements of salary payments after termination of employment without a distinct reason. employers. Salary payments after termination of employment is normally related to confidentiality and restrictive competitor agreements in which these payments shall only compensate for the constraints to the resigned employees permission to enter into a new employment agreement. Agreements of payment after termination of employment shall as a basis be reduced with salaries from other employees. AKVA group ASA does not use agreements of salary payments after termination of employment without a distinct reason.

Calculation of the basis for taxation
Calculation of the basis for taxation
2015
2014
2015
2013
2014
2013
Profit before tax
78 090
62 893
78 090
4 567
62 893
4 567
Permanent differences
Permanent differences
29 304
6 153
29 304
388
6 153
388
Change in temporary differences related to acquisitions and revaluations
Change in temporary differences related to acquisitions and revaluations
55 301
-11 095
55 301
-608
-11 095
-608
Change in temporary differences
Change in temporary differences
-115 344
-48 676
-115 344
-1 938
-48 676
-1 938
Permanent differences related to acquisitions
Permanent differences related to acquisitions
-20 605
3 835
-20 605
2 544
3 835
2 544
Tax base
26 746
13 111
26 746
4 953
13 111
4 953
Specification of temporary differences
Specification of temporary differences
2015
2014
2015
2013
2014
2013
Current assets
25 050
-29 237
25 050
-2 438
-29 237
-2 438
Fixed assets
85 109
60 168
85 109
57 392
60 168
57 392
Provisions
-12 606
-15 302
-12 606
-16 085
-15 302
-16 085
Pension obligations
Pension obligations
-246
-1 114
-246
-69
-1 114
-69
Losses carried forward
Losses carried forward
-82 417 -101 561 -174 401 -82 417 -101 561 -174 401
Other
1 367
-12 042
1 367
-12 163
-12 042
-12 163
Total
16 256
-99 088 -147 764
16 256
-99 088 -147 764
Calculated deferred tax assets
Calculated deferred tax assets
12 659
22 627
12 659
36 448
22 627
36 448
Calculated deferred tax
Calculated deferred tax
-16 419
-16 419
-
-
-
-
Effect of change in tax rate in Norway
Effect of change in tax rate in Norway
-218
-
-218
746
-
746
Deferred tax asset not recognised in balance sheet
Deferred tax asset not recognised in balance sheet
-1 470
-1 753
-1 470
-12 077
-1 753
-12 077
Deferred tax asset
Deferred tax asset
12 659
20 874
12 659
25 117
20 874
25 117
Deferred tax liability
Deferred tax liability
18 107
18 107
-
-
-
-
Fees to auditor (in NOK 1 000) 2015 2014 2013
Fees to auditor (in NOK 1 000) 2015 2014 2013
Audit 1 967 1 571 1 305
Audit 1 967 1 571 1 305
Tax services 663 916 708
Tax services 663 916 708
Attestation services 10 - 39
Attestation services 10 - 39
Other services 733 448 63
Other services 733 448 63
Total 3 373 2 935 2 115
Total 3 373 2 935 2 115

All fees to the auditor is excluded of VAT. All fees to the auditor is excluded of VAT.

Henrik A. Schultz, Carina Jensen and Tore Obrestad are elected amongst the employees and are the employee representatives in the Board of Directors. In addition to the board fee they have all received salary, pension contribution and other remunerations. Henrik A. Schultz has in 2015 received KNOK 520 in salary, KNOK 17 in contribution to the pension scheme and KNOK 5 in other remuneration. Carina Jensen has in 2015 received KNOK 550 in salary, KNOK 17 in contribution to the pension scheme and KNOK 36 in other remuneration. Tore Obrestad has in 2015 received KNOK 782 in salary, KNOK 35 in contribution to the pension scheme and KNOK 163 in other remuneration. Henrik A. Schultz, Carina Jensen and Tore Obrestad are elected amongst the employees and are the employee representatives in the Board of Directors. In addition to the board fee they have all received salary, pension contribution and other remunerations. Henrik A. Schultz has in 2015 received KNOK 520 in salary, KNOK 17 in contribution to the pension scheme and KNOK 5 in other remuneration. Carina Jensen has in 2015 received KNOK 550 in salary, KNOK 17 in contribution to the pension scheme and KNOK 36 in other remuneration. Tore Obrestad has in 2015 received KNOK 782 in salary, KNOK 35 in contribution to the pension scheme and KNOK 163 in other remuneration.

The Group has a tax loss carry forward of MNOK 82.4 whereof MNOK 82.3 is available indefinitely for offset against future taxable profits of the companies in which the losses arose. The deferred tax asset recognized in the Statement of Financial Position is made probable due to future earnings in the subsidiaries and tax planning. The Group has a tax loss carry forward of MNOK 82.4 whereof MNOK 82.3 is available indefinitely for offset against future taxable profits of the companies in which the losses arose. The deferred tax asset recognized in the Statement of Financial Position is made probable due to future earnings in the subsidiaries and tax planning.

2015 Goodwill Development
costs
Product
rights,
patents &
trademarks
2015
Total
Acquisition cost at 01.01. 203 083 130 227 117 155 450 466
Additions related to investments in subsidaries 59 274 - 20 900 80 175
Acquisition cost during the year - 18 619 495 19 113
Revaluations 7 490 3 652 2 111 13 254
Disposals during the year - - -31 -31
Acquisition cost 31.12. 269 848 152 498 140 631 562 977
Accumulated amortization at 01.01. 395 86 766 106 095 193 256
Amortization during the year - 11 290 7 219 18 510
Revaluations - 2 699 289 2 988
Accumulated amortization disposals during the year - - 92 92
Accumulated amortization 31.12. 395 100 756 113 695 214 846
Net book value at 31.12. 269 453 51 742 26 935 348 130

Note 7 Note 7

Intangible assets Intangible assets (in NOK 1 000)

Note 5 continues

Note 7 continues

Acquisition cost at 01.01.
Additions related to investments in subsidaries
Acquisition cost during the year
Revaluations
Disposals during the year
Acquisition cost 31.12.
2014 Goodwill Development
costs
Product
rights,
patents &
trademarks
2014
Total
Acquisition cost at 01.01. 178 413 112 050 113 192 403 655
Additions related to investments in subsidaries 17 699 - 1 009 18 708
Acquisition cost during the year - 16 022 1 900 17 921
Revaluations 6 971 2 155 1 058 10 184
Disposals during the year - - -3 -3
Acquisition cost 31.12. 203 083 130 227 117 155 450 466
Accumulated amortization at 01.01. 395 76 281 101 265 177 941
Amortization during the year - 8 986 4 605 13 591
Revaluations - 1 499 228 1 727
Accumulated amortization disposals during the year - - -3 -3
Accumulated amortization 31.12. 395 86 766 106 095 193 256
Net book value at 31.12. 202 688 43 461 11 060 257 209
Product
Development rights,
patents &
2013
2013 Goodwill costs trademarks Total
Acquisition cost at 01.01. 159 531 93 097 110 469 363 097
Additions related to investments in subsidaries 11 573 - 1 365 12 938
Acquisition cost during the year 538 16 487 - 17 025
Revaluations 6 770 2 467 1 358 10 595
Disposals during the year - - - -
Acquisition cost 31.12. 178 413 112 050 113 192 403 655
Accumulated amortization at 01.01. 395 64 576 96 879 161 850
Amortization during the year - 10 287 4 235 14 522
Revaluations - 1 419 152 1 570
Accumulated amortization disposals during the year - - - -
Accumulated amortization 31.12. 395 76 281 101 265 177 941
Net book value at 31.12. 178 018 35 769 11 926 225 714

Expiry dates of Tax Loss Carry Forwards (in NOK 1000) Expiry dates of Tax Loss Carry Forwards

-82 337
-82 337
-
-
-
-
-
-
-81
-81
-
-
-
-

About 34% of the tax loss carry forwards is related to Norwegian tax jurisdiction, while 54% i related to AKVA group Denmark A/S. Both the Danish and the Norwegian companies included in the Group are expected to have positiv earnings in the coming years and the tax loss carry forwards can be offset against these profits. is related to AKVA group Denmark A/S. e About 34% of the tax loss carry forwards is related to Norwegian tax jurisdiction, while 54% i related to AKVA group Denmark A/S. Both the Danish and the Norwegian companies included in the Group are expected to have positiv earnings in the coming years and the tax loss carry forwards can be offset against these profits.

The current market conditions look promising for the salmon industry worldwide. The current market conditions look promising for the salmon industry worldwide.

Note 6 Note 6 Note 6

Net earnings per share Net earnings per share Net earnings per share

2015 2014 2013
2015 2014 2013
Ordinary profit / net income (in NOK 1 000) 56 828 55 080 2 875
Ordinary profit / net income (in NOK 1 000) 56 828 55 080 2 875
Number of ordinary shares outstanding as of 31.12. 25 834 303 25 834 303 25 834 303
Number of ordinary shares outstanding as of 31.12. 25 834 303 25 834 303 25 834 303
Weighted average number of ordinary shares 25 834 303 25 834 303 25 834 303
Weighted average number of ordinary shares 25 834 303 25 834 303 25 834 303
Earnings per share (NOK) 2,20 2,13 0,11
Earnings per share (NOK) 2,20 2,13 0,11
Diluted number of shares 25 711 303 25 834 303 25 834 303
Diluted number of shares 25 711 303 25 834 303 25 834 303
Diluted earnings per share (NOK) 2,21 2,13 0,11
Diluted earnings per share (NOK) 2,21 2,13 0,11

Goodwill: Goodwill: Goodwill:

After the acquisitions of Wavemaster, Polarcirkel, Maritech, UNI Aqua, Idema, Plastsveis, YesMaritime and Aquatec Solutions, AKVA group is a leading provider with a strong market position in an industry which is based on renewable resources. See impairment test of goodwill below. After the acquisitions of Wavemaster, Polarcirkel, Maritech, UNI Aqua, Idema, Plastsveis, YesMaritime and Aquatec Solutions, AKVA group is a leading provider with a strong market position in an industry which is based on renewable resources. See impairment test of goodwill below. After the acquisitions of Wavemaster, Polarcirkel, Maritech, UNI Aqua, Idema, Plastsveis, YesMaritime and Aquatec Solutions, AKVA group is a leading provider with a strong market position in an industry which is based on renewable resources. See impairment test of goodwill below.

At 31.12.2015 diluted number of shares was lower than number of ordinary shares. See note 25 Share buyback. At 31.12.2015 diluted number of shares was lower than number of ordinary shares. See note 25 Share buyback.

Development Costs: Development Costs: Development Costs:

The company has capitalised all direct costs related to development of software and tangible products that are expected to create economic benefits and meet the requirements for capitalisation in IAS 38. See also note 8. The company has capitalised all direct costs related to development of software and tangible products that are expected to create economic benefits and meet the requirements for capitalisation in IAS 38. See also note 8. The company has capitalised all direct costs related to development of software and tangible products that are expected to create economic benefits and meet the requirements for capitalisation in IAS 38. See also note 8.

Product rights, patents & trademarks: Product rights, patents & trademarks: Product rights, patents & trademarks:

The acquisition cost is related to the acquisition of Superior Systems AS (2001), Vicass (2002), Cameratech (2004), Ocean Service Log (2004), Polarcirkel/Wavemaster (2006), Maritech/UNI Aqua (2007), Idema Aqua (2008), Plastsveis (2013), YesMaritime (2014) and Aquatec Solutions (2015). The acquisition cost is related to the acquisition of Superior Systems AS (2001), Vicass (2002), Cameratech (2004), Ocean Service Log (2004), Polarcirkel/Wavemaster (2006), Maritech/UNI Aqua (2007), Idema Aqua (2008), Plastsveis (2013), YesMaritime (2014) and Aquatec Solutions (2015). The acquisition cost is related to the acquisition of Superior Systems AS (2001), Vicass (2002), Cameratech (2004), Ocean Service Log (2004), Polarcirkel/Wavemaster (2006), Maritech/UNI Aqua (2007), Idema Aqua (2008), Plastsveis (2013), YesMaritime (2014) and Aquatec Solutions (2015).

Impairment test of goodwill: Impairment test of goodwill: Impairment test of goodwill:

Both the parent company and the subsidiaries use linear amortisation of all intangible assets. The useful economic life for the intangible assets are estimated as: Development 3-5 years, patents 20 years, trademarks 5 years and product rights 5-10 years. amorization

Intangible assets with indefinite useful life and goodwill are not amortised. However, these assets are tested annualy for impairment. Goodwill acquired through business combinations has been allocated to the following cash-generating units: Intangible assets with indefinite useful life and goodwill are not amortised. However, these assets are tested annualy for impairment. Goodwill acquired through business combinations has been allocated to the following cash-generating units: Intangible assets with indefinite useful life and goodwill are not amortised. However, these assets are tested annualy for impairment. Goodwill acquired through business combinations has been allocated to the following cash-generating units: amortized

Impairment test of goodwill:

Note 7 continues

Note 8

Research and development Note 8 Research and development

During the year the Group expensed MNOK 29.9 (MNOK 19.5 in 2014 and MNOK 19.5 in 2013) on research and development on new products and technology as well as upgrades on existing products. The amount does not include capitalised development costs according to IAS 38 (see details in note 7).

Book value of goodwill: 2015 2014 2013 CAGE BASED TECHNOLOGY Book value of goodwill: 2015 2014 2013 CAGE BASED TECHNOLOGY

Total
Total
269 453
269 453
202 688 178 018 202 688 178 018
LAND BASED TECHNOLOGY
LAND BASED TECHNOLOGY
Recirculation technology
Recirculation technology
90 996
90 996
29 619
29 619
28 558
28 558
SOFTWARE
SOFTWARE
Software and IT-services
Software and IT-services
38 530
38 530
34 797
34 797
32 440
32 440
Farming services 17 699 17 699 -
Farming services 17 699 17 699 -
Idema 26 621 26 621 26 621
Idema 26 621 26 621 26 621
Steel cages 46 252 44 628 41 197
Steel cages 46 252 44 628 41 197
Plastic cages 49 355 49 324 49 203
Plastic cages 49 355 49 324 49 203

Discounted cash flow models are used to determine the recoverable amount for the cash-generating units. The Group has projected cash flows based on financial budgets and forecasts approved by the Board of Directors. Beyond the explicit budget and forecast period of five years, the cash flows are extrapolated using a constant nominal growth rate. Discounted cash flow models are used to determine the recoverable amount for the cash-generating units. The Group has projected cash flows based on financial budgets and forecasts approved by the Board of Directors. Beyond the explicit budget and forecast period of five years, the cash flows are extrapolated using a constant nominal growth rate.

2015 Land and
building
Machinery
and
equipment
Total
Acquisition cost at 01.01. 15 664 191 754 207 419
Additions from investment in subsidaries - 1 629 1 629
Additions during the year 2 847 53 794 56 641
Revaluations - 7 639 7 639
Disposals during the year - -3 961 -3 961
Acquisition cost 31.12. 18 511 250 855 269 367
Accumulated depreciation 01.01. 4 999 128 410 133 410
Accumulated depreciations from acquisition - 1 129 1 129
Depreciation during the year 177 28 764 28 941
Revaluations - 4 275 4 275
Accumulated depreciation disposals during the year - -1 882 -1 882
Accumulated depreciation 31.12. 5 176 160 696 165 872
Net book value 31.12. 13 335 90 160 103 495

Key assumptions used for calculations: Key assumptions used for calculations:

Growth rates Growth rates

The expected growth rates from the cash-generating units converges from its current level experienced over the last few years to the long term growth level expected for the aquaculture industry. Cash flow beyond a five year period are extrapolated using a 3.0% growth rate. The expected growth rates from the cash-generating units converges from its current level experienced over the last few years to the long term growth level expected for the aquaculture industry. Cash flow beyond a five year period are extrapolated using a 3.0% growth rate.

Both the parent company and the subsidiaries use linear depreciation for all tangible assets. The useful economic life (in years) is estimated to: > 10 3-5

Note 9 Note 9

Tangible fixed assets Tangible fixed assets (in NOK 1 000)

Gross margin Gross margin

The gross margins are only with immaterial changes based on achieved gross margins during the last three years, and is aligned with achivements the last year. It is assumed the gross margin will be stable in the years to come. It is expected that any change in the raw material prices during a reasonable time period will be reflected in product market prices and thus not have any material effect on achieved gross margins. The gross margins are only with immaterial changes based on achieved gross margins during the last three years, and is aligned with achivements the last year. It is assumed the gross margin will be stable in the years to come. It is expected that any change in the raw material prices during a reasonable time period will be reflected in product market prices and thus not have any material effect on achieved gross margins.

2014 Land and
building
Machinery
and
equipment
Total
Acquisition cost at 01.01. 7 642 146 939 154 580
Additions from investment in subsidaries - 13 931 13 931
Additions during the year 8 023 23 531 31 554
Revaluations - 8 572 8 572
Disposals during the year - -1 218 -1 218
Acquisition cost 31.12. 15 664 191 754 207 419
Accumulated depreciation 01.01. 4 838 94 739 99 577
Accumulated depreciations from acquisition - 7 396 7 396
Depreciation during the year 161 21 976 22 137
Revaluations - 5 009 5 009
Accumulated depreciation disposals during the year - -710 -710
Accumulated depreciation 31.12. 4 999 128 410 133 410
Net book value 31.12. 10 665 63 344 74 009

Market share Market share

The calculations are based on the assumption that market share will not change significantly from the date of the calculation. The calculations are based on the assumption that market share will not change significantly from the date of the calculation.

Discount rates Discount rates

Both the parent company and the subsidiaries use linear depreciation for all tangible assets. The useful economic life (in years) is estimated to: > 10 3-5

Discount rates are based on Weighted Average Cost of Capital (WACC) derived from the Capital Asset Pricing Model (CAPM) methodology. The cost of a company's equity and debt, weighted to reflect its capital structure of 72|28 respectively, derive its weighted average cost of capital. The discount rates take into account the debt premium, market risk premium, gearing, corporate tax rate and asset beta. Discount rates are based on Weighted Average Cost of Capital (WACC) derived from the Capital Asset Pricing Model (CAPM) methodology. The cost of a company's equity and debt, weighted to reflect its capital structure of 72|28 respectively, derive its weighted average cost of capital. The discount rates take into account the debt premium, market risk premium, gearing, corporate tax rate and asset beta.

In the recoverable amount assessment, the Group has applied estimated cash flows after tax and a corresponding discount rate after tax of 6,96% for all three cash-flow generating units. A variation of +/- 1% does not materially affect the conclusion. The recoverable amounts would not change significantly if pre-tax cash flows and a pre-tax discount rate of 7,20% had been applied instead. In the recoverable amount assessment, the Group has applied estimated cash flows after tax and a corresponding discount rate after tax of 6,96% for all three cash-flow generating units. A variation of +/- 1% does not materially affect the conclusion. The recoverable amounts would not change significantly if pre-tax cash flows and a pre-tax discount rate of 7,20% had been applied instead.

Sensitivity to changes in assumptions IAS 36.134(f) Sensitivity to changes in assumptions IAS 36.134(f)

With regards to the assessment of value-in-use of the different cash-generating units, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount short term. With regards to the assessment of value-in-use of the different cash-generating units, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount short term.

Impairment test of goodwill:

Note 9 continues

2013 Land and
building
Machinery
and
equipment
Total
Acquisition cost at 01.01. 7 615 112 928 120 543
Additions related to investments in subsidiary during the year - 8 128 8 128
Additions during the year 56 23 304 23 360
Revaluations - 3 856 3 856
Disposals during the year -29 -1 278 -1 307
Acquisition cost 31.12. 7 642 146 939 154 580
Accumulated depreciation 01.01. 4 670 70 110 74 780
Accumulated depreciation acquired companies - 4 969 4 969
Depreciation during the year 168 18 398 18 566
Revaluations - 2 014 2 014
Accumulated depreciation disposals during the year - -753 -753
Accumulated depreciation 31.12. 4 838 94 739 99 577
Net book value 31.12. 2 804 52 200 55 003
Both the parent company and the subsidiaries use linear depreciation for all tangible

assets. The useful economic life (in years) is estimated to: > 10 3-5

Note 10 Note 10

Subsidiaries consolidated in the group accounts
Company
Acquisition
year
Location Share
ownership
Voting rights
AKVA group North America Inc. 1995 Canada 100 % 100 %
AKVA group Scotland Ltd. 1997 Scotland 100 % 100 %
AKVA group Software AS 1997 Norway 100 % 100 %
AKVA group Chile S.A. 1998 Chile 100 % 100 %
AKVA Ltd 1) 1998 Scotland 100 % 100 %
AKVA group Services AS 2001 Norway 100 % 100 %
AKVAsmart Ltd. (Turkey) 2005 Turkey 100 % 100 %
Helgeland Plast AS 2006 Norway 100 % 100 %
Wise lausnir ehf 2007 Iceland 100 % 100 %
AKVA group Denmark A/S 2007 Denmark 100 % 100 %
Polarcirkel AS 2010 Norway 100 % 100 %
Plastsveis AS 2013 Norway 70 % 70 %
YesMaritime AS 2014 Norway 100 % 100 %
Rogaland Sjøtjenester AS 2) 2014 Norway 100 % 100 %
Wise Blue AS 3) 2015 Norway 100 % 100 %
Aquatec Solutions A/S 2015 Denmark 100 % 100 %
Sistemas de Recirculacion Ltda4) 2015 Chile 100 % 100 %

Subsidiaries and other long-term investments Subsidiaries and other long-term investments (in NOK 1 000 unless stated otherwise)

1) Subsidiary of AKVA group Scotland Ltd.

2) Subsidiary of YesMaritime AS

3) Subsidiary of Wise lausnir ehf

4) Subsidiary of Aquatec Solutions A/S

Share ownership and voting rights has been unchanged since acquistions date.

Other long-term investments Currency Share
capital
Number of
shares
Par value
(NOK)
Book value Owner ship
Centre for Aquaculture Competence AS NOK
Blue Planet AS
NOK 450
1 350
150
2
1 000
50 000
153
100
33 %
7 %
Other investments NOK 431 <5 %
Total 684

Note 11 Note 11 Note 11

The write down of obsolete stock at year end is related to finished goods.

Stock Stock Stock (in NOK 1 000) Government grants and subsidies Note 11

(in NOK 1 000) Note 12 Note 12 Note 12 Receivables Adjustment related to previous year -608 -2 395 -194 Change in deferred taxes 14 299 7 754 325 Note 12

Receivables due in more than Receivables (in NOK 1000) Receivables (in NOK 1 000) (in NOK 1 000) Effect of change in tax rate in Norway -218 - 746 Receivables Receivables

Bad debt provision 1.1 9 456 11 755 8 600 Change in temporary differences -115 344 -48 676 -1 938 The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is: The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is:

Bad debt provision 1.1
Bad debt provision 1.1
Increase in bad debt provision related to acquisitions
12 531
12 531
1 218
9 456
9 456
11 755
1 698
11 755
187
Current assets Increase in bad debt provision related to acquisitions
Increase in bad debt provision related to acquisitions
Recorded bad debt cost during the year
Change for the year
25 050
-29 237
1 218
1 218
2 231
-2 438
-
1 494
1 698
1 698
2 303
255
187
187
-1 603
Fixed assets Change for the year
Change for the year
Change in bad debt provision
Used from the provision
85 109
60 168
-
-
2 500
-2 952
57 392
-3 583
2 303
2 303
-1 603
3 539
-671
-1 603
276
Provisions Used from the provision
Total bad debt cost during the year
Used from the provision
Unused amounts reversed
-12 606
-15 302
4 731
-3 583
-3 583
-1 458
-16 085
-2 327
-671
3 794
-671
-254
276
276
-1 158
Pension obligations Unused amounts reversed
Unused amounts reversed
Bad debt provision 31.12.
-246
-1 114
-2 327
-2 327
7 838
-69
-254
-254
-1 158
12 531
-1 158
9 456
Losses carried forward Of the recorded bad debt cost during the year all was covered by bad debt provision.
Bad debt provision 31.12.
Bad debt provision 31.12.
-82 417 -101 561 -174 401
7 838
7 838
12 531
12 531
9 456
9 456
Stock (in NOK 1 000)
Government grants received (in NOK 1 000)
Stock (in NOK 1 000)
Stock (in NOK 1 000)
Stock (in NOK 1 000)
Stock (in NOK 1 000)
2014
2013
2015
2015
2014
2013
2015
2015
2012
2014
2014
Stock (in NOK 1 000)
2014
2013
2013
2013
2015
Raw materials (at cost)
Raw materials (at cost)
Work in progress (at cost)
53 461
38 611
1 216
1 698
60 002
767
7 615
66 130
53 461
3 949
22 065
38 611
Raw materials (at cost)
Raw materials (at cost)
Raw materials (at cost)
Work in progress (at cost)
Finished goods (at net realisable value)
60 002
60 002
849
1 500
8 627
101
106 162 101 628
53 461
53 461
7 615
73 540
Raw materials (at cost)
38 611
38 611
60 002
3 949
Work in progress (at cost)
Work in progress (at cost)
Work in progress (at cost)
Total
Finished goods (at net realisable value)
8 627
8 627
167 238 144 188 161 736
2 250
3 198
112 047
868
7 615
7 615
106 162
3 949
3 949
Work in progress (at cost)
8 627
101 628
Finished goods (at net realisable value)
Finished goods (at net realisable value)
Finished goods (at net realisable value)
Total
Write-down of obsolete stock 1.1
Total
Total
112 047
112 047
180 676
3 622
1 894
180 676
180 676
106 162
106 162
167 238
1 321
167 238
Total
167 238
Finished goods (at net realisable value)
101 628
101 628
112 047
144 188
144 188
144 188
180 676
Write-down of obsolete stock during the year
Write-down of obsolete stock 1.1
Write-down of obsolete stock 31.12
1 391
5 013
5 013
3 578
1 684
571
3 578
1 892
1 894
Write-down of obsolete stock 1.1
Write-down of obsolete stock 1.1
Write-down of obsolete stock 1.1
Write-down of obsolete stock during the year
5 013
5 013
719
3 578
3 578
1 435
Write-down of obsolete stock 1.1
1 894
1 894
5 013
1 684
Write-down of obsolete stock during the year
Write-down of obsolete stock during the year
Write-down of obsolete stock during the year
The write down of obsolete stock at year end is related to finished goods.
Write-down of obsolete stock 31.12
719
719
5 732
1 435
1 435
5 013
Write-down of obsolete stock during the year
1 684
1 684
3 578
Receivables due in more than
Receivables due in more than one year
Other long-term receivables
Receivables due in more than
Receivables due in more than
Receivables due in more than
one year
The change in deferred taxes in the statement of financial positions is larger than what is reflected in the income tax expense. The main reason
2015
1 368
4 505
2015
2014
1 287
Receivables due in more than
2014
2013
2013
Total
one year
one year
one year
for this is deferred tax acquired in business combination.
Other long-term receivables
1 368
4 505
2015
2015
2014
2 063
1 287
one year
2014
2013
1 368
2013
2015
4 505
Other long-term receivables
Accounts receivables
Total
Other long-term receivables
Other long-term receivables
Other long-term receivables
Total
Calculation of the basis for taxation
2015
2 063
2 063
2 063
2 063
2 063
2014
2013
1 368
1 368
1 368
Other long-term receivables
1 368
4 505
1 368
4 505
4 505
4 505
2 063
4 505

Permanent differences 29 304 6 153 388 Accounts receivables Accounts receivables

Bad debt provisions
26 746
Used from the provision
Bad debt provisions
Bad debt provisions
Bad debt provisions
13 111
4 953
2015
-671
276
2015
2015
2014
2014
-48
Bad debt provisions
2014
2013
2013
2013
2015
Unused amounts reversed
Bad debt provision 1.1
Specification of temporary differences
2015
-254
-1 158
12 531
2014
2013
-1
9 456
11 755
Bad debt provision 31.12.
Bad debt provision 1.1
Bad debt provision 1.1
Bad debt provision 1.1
Increase in bad debt provision related to acquisitions
12 531
9 456
12 531
12 531
1 218
11 754
9 456
Bad debt provision 1.1
9 456
11 755
1 698
11 755
12 531
187
Increase in bad debt provision related to acquisitions
Increase in bad debt provision related to acquisitions
Increase in bad debt provision related to acquisitions
Recorded bad debt cost during the year
Change for the year
25 050
1 218
1 218
2 231
1 494
-29 237
-2 438
-
1 698
Increase in bad debt provision related to acquisitions
1 698
187
255
2 303
187
1 218
-1 603
Change for the year
Change for the year
Change for the year
Change in bad debt provision
Used from the provision
85 109
-
-
2 500
-2 952
60 168
57 392
-3 583
2 303
Change for the year
2 303
-1 603
3 539
-671
-1 603
-
276
Total bad debt cost during the year
Used from the provision
Used from the provision
Used from the provision
Unused amounts reversed
-12 606
4 731
-1 458
-3 583
-3 583
-15 302
-16 085
-2 327
3 794
-671
Used from the provision
-671
276
-254
-3 583
276
-1 158
Unused amounts reversed
Unused amounts reversed
Unused amounts reversed
Bad debt provision 31.12.
-246
-2 327
-2 327
-1 114
7 838
-69
-254
Unused amounts reversed
-254
-1 158
12 531
-1 158
-2 327
9 456
Losses carried forward Of the recorded bad debt cost during the year all was covered by bad debt provision.
Bad debt provision 31.12.
Bad debt provision 31.12.
Bad debt provision 31.12.
7 838
7 838
-82 417 -101 561 -174 401
12 531
Bad debt provision 31.12.
12 531
9 456
9 456
7 838
Recorded bad debt cost during the year
1 367
Reference is made to note 18 for more details of credit and currency risk related to accounts receivables.
-4 605
-12 042
-12 163
2 231 1 494
Recorded bad debt cost during the year
Recorded bad debt cost during the year
Recorded bad debt cost during the year
Change in bad debt provision
16 256
-4 605
-4 605
-99 088 -147 764
4 525
2 231
Recorded bad debt cost during the year
2 231
1 494
2 500
1 494
-4 605
-2 952
Change in bad debt provision
Change in bad debt provision
Change in bad debt provision
As of 31.12. the Group had the following ageing profile of outstanding accounts receivables:
Total bad debt cost during the year
4 525
4 525
-80
2 500
Change in bad debt provision
2 500
-2 952
4 731
-2 952
4 525
-1 458
Total bad debt cost during the year
Total bad debt cost during the year
Total bad debt cost during the year
-80
-80
4 731
Total bad debt cost during the year
4 731
-1 458
-1 458
-80

Receivables due in more than Receivables due in more than Receivables due in more than Receivables due in more than

2013 155 539 74 433 36 867 9 396 7 394 27 449 Deferred tax asset 12 659 20 874 25 117 Reference is made to note 18 for more details of credit and currency risk related to accounts receivables. Reference is made to note 18 for more details of credit and currency risk related to accounts receivables. Reference is made to note 18 for more details of credit and currency risk related to accounts receivables. Reference is made to note 18 for more details of credit and currency risk related to accounts receivables.

The Group has a tax loss carry forward of MNOK 82.4 whereof MNOK 82.3 is available indefinitely for offset against future taxable profits of
Total
the companies in which the losses arose. The deferred tax asset recognized in the Statement of Financial Position is made probable due to
Total
Total
Not due
Not due
Not due
Due <30
Due <30
Due <30
Due 31-60
Total
days
Due 31-60
Due 61-90
Due 31-60
Due 61-90
Not due
days
Due > 91
Due 61-90
Due > 91
Due > 91
Due <30
days
future earnings in the subsidiaries and tax planning. days days
days
days
days
days
days
days
2015 2015
2015
2014
2015
289 217
289 217
289 217
168 938
262 894
168 938
168 938
45 148
163 545
45 148
289 217
45 148
14 978
36 622
14 978
2015
168 938
14 978
18 336 41 816
30 260
18 336 41 816
18 336 41 816
45 148
10 772 21 694
2014 2014
2013
2014
262 894
262 894
163 545
155 539
163 545
36 622
74 433
262 894
36 622
30 260
36 867
2014
163 545
30 260
10 772 21 694
9 396
10 772 21 694
36 622
7 394 27 449
2013 2013 155 539
2013
155 539
74 433
74 433
36 867
36 867
9 396
155 539
2013
9 396
74 433
7 394 27 449
7 394 27 449
36 867

Effect of change in tax rate in Norway -218 - 746 Of the recorded bad debt cost during the year all was covered by bad debt provision. Of the recorded bad debt cost during the year all was covered by bad debt provision. Of the recorded bad debt cost during the year all was covered by bad debt provision.

As of 31.12. the Group had the following ageing profile of accounts receivables: As of 31.12. the Group had the following ageing profile of accounts receivables: As of 31.12. the Group had the following ageing profile of accounts receivables:

The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is: The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is:

AKVA group ASA

The company's share capital is MNOK 25.8 divided into 25.8 million shares, each with a par value of NOK 1. The company has only one category of shares and all shares entitle shareholders to equal rights in the company.

The 20 largest shareholders at 31.12.15 Number of
shares
Ownership in
% of total
shares
EGERSUND GROUP AS 13 203 105 51,11 %
WHEATSHEAF INVESTMENT 3 900 000 15,10 %
VERDIPAPIRFONDET ALFRED 814 886 3,15 %
MP PENSJON PK 539 300 2,09 %
SKANDINAVISKA ENSKILDA 518 000 2,01 %
EIKA NORGE 489 417 1,89 %
STATOIL PENSJON 397 904 1,54 %
VERDIPAPIRFONDET DNB 390 000 1,51 %
VPF NORDEA KAPITAL 301 700 1,17 %
MERTOUN CAPITAL AS 300 000 1,16 %
OLE MOLAUG EIENDOM AS 238 692 0,92 %
VERDIPAPIRFONDET EIKA 208 100 0,81 %
DAHLE BJØRN 196 300 0,76 %
VPF NORDEA AVKASTNING 180 000 0,70 %
ROGALAND SJØ AS 173 550 0,67 %
HAVBRUKSCONSULT AS 166 000 0,64 %
UBS (LUXEMBOURG) S.A 146 537 0,57 %
SIX SIS AG 130 000 0,50 %
Treasury shares held by AKVA GROUP ASA 123 000 0,48 %
MOLAUG OLE 114 752 0,44 %
Other shareholders 3 303 060 12,79 %
Total 25 834 303 100,00 %
Shares owned by members of the Board of Directors Number of
shares
Options
Frode Teigen and Hans Kristian Mong as owners of Egersund Group AS* 13 203 105 -
Anne Breiby (Kjerby AS) 63 800 -
Nils Viga (Askvig AS) 100 000 -
Tore Obrestad 2 368 -

* Frode Teigen, through Kontrazi AS, and Hans Kristian Mong, through Mongbakken AS, owns 50 % each in Egersund Group AS

Shares owned by group management Number of
shares
Options
Trond Williksen (CEO) 40 000 -
Eirik Børve Monsen (CFO) 20 000 -
Per Andreas Hjetland (COO Nordic) 2 500 -
Trond Severinsen (COO Export & CMO) 22 425 -

Note 13 Note 13

Bank deposits (in NOK 1000) Bank deposits

Note 14 Shareholders Shareholders Due > 91

2015 2014 2013
Restricted bank deposits
Overdraft limit
10 114
90 000
9 250
90 000
6 509
94 000
Utilised end of year 39 058 - 56 475

Note 14

4 Financial Statement Group Notes 4 Note 16

As of December 31st the Group has no pension liablity. As of December 31st the Group has no pension liablity.

AKVA group ASA's shares in Aquatec Solutions A/S, in total 500 at value DKK 1.000, are also pledged as security for the liabilities. AKVA group ASA's shares in Aquatec Solutions A/S, in total 500 at value DKK 1.000, are also pledged as security for the liabilities.

As of December 31st 2015 bank guarantees of MNOK 36.5 is issued on behalf of the Group. As of December 31st 2015 bank guarantees of MNOK 36.5 is issued on behalf of the Group.

Repayment of debt Repayment of debt

Note 15 Note 15 Pensions Pensions Long-term liabilities due in more than 5 years 2015 2014 2013

Pensions (in NOK 1000) (in NOK 1 000) (in NOK 1 000) Liabilities to financial institutions 3 960 2 560 77 000

AKVA group ASA has in 2015 increased the debt for financing the acquisition of Aquatec Solutions A/S with a new bank loan of MNOK 64.47 at Danske Bank. AKVA group ASA has in 2015 increased the debt for financing the acquisition of Aquatec Solutions A/S with a new bank loan of MNOK 64.47 at Danske Bank.

The pension schemes in all the Norwegian legal entities are defined contribution plans where agreed contributions are expensed as paid. The companies have no further commitments towards pensions when the agreed contributions are paid. All pension costs are included in payroll expenses in the profit and loss statement. The pension schemes in all the Norwegian legal entities are defined contribution plans where agreed contributions are expensed as paid. The companies have no further commitments towards pensions when the agreed contributions are paid. All pension costs are included in payroll expenses in the profit and loss statement. 2015 2014 2013 Liabilities secured with assets 245 633 142 446 132 888

Note 16 Note 16 Note 16 Repayment of debt

The Groups's long-term debt matures as follows: 2015 2014 2013
The Groups's long-term debt matures as follows: 2015 2014 2013
Less than 1 Year 18 760 13 779 10 625
Less than 1 Year 18 760 13 779 10 625
2-3 Years 35 574 32 383 24 633
2-3 Years 35 574 32 383 24 633
4-5 Years 148 281 93 725 20 105
4-5 Years 148 281 93 725 20 105
More than 5 Years 3 960 2 560 77 000
More than 5 Years 3 960 2 560 77 000
Total long-term debt 206 575 142 446 132 363
Total long-term debt 206 575 142 446 132 363
Average interest rate 3,11 % 3,35 % 3,71 %
Average interest rate 3,11 % 3,35 % 3,71 %

Liabilities to financial institutions (in NOK 1 000) Liabilities to financial institutions Liabilities to financial institutions AKVA group ASA has in 2015 increased the debt for financing the acquisition of Aquatec Solutions A/S with a new bank loan of MNOK 64.47 at

Secured assets:
2015
2014 2013
Contribution plans
Contribution plans
Accounts receivable
114 358
2015
2015
90 285
2014
2014
27 152
2013
2013
92 129
82 788
82 889
Contributions expensed during the year
Contributions expensed during the year
Other assets
11 129
11 129
58 114
40 624
7 774
7 774
250 000
5 776
5 776

*As of December 31st 2015 an amount of MNOK 18.76 of the long-term debt due within one year is, in accordance with IFRS, reclassified to short-term interest bearing debt in the balance sheet. *As of December 31st 2015 an amount of MNOK 18.76 of the long-term debt due within one year is, in accordance with IFRS, reclassified to short-term interest bearing debt in the balance sheet.

According to Norwegian legislation the entities need to have a pension scheme for the employees. The existing pension schemes meet the requirements in the legislation. According to Norwegian legislation the entities need to have a pension scheme for the employees. The existing pension schemes meet the requirements in the legislation. As of December 31st 2015 bank guarantees of MNOK 36.5 is issued on behalf of the Group.

The Groups's long-term debt matures as follows:
Long-term liabilities due in more than 5 years
Long-term liabilities due in more than 5 years
2015
2015
2014
2015
2014
2013
2014
2013
2013
Less than 1 Year
Liabilities to financial institutions
18 760
13 779
35 574
32 383
3 960
10 625
24 633
2 560
77 000
Liabilities to financial institutions
Total
Total
3 960
148 281
3 960
93 725
3 960
2 560
2 560
20 105
2 560
77 000
77 000
77 000
More than 5 Years 3 960
2 560
2015
77 000
2014
2013
Total long-term debt
Liabilities secured with assets
Liabilities secured with assets
2015
206 575
142 446
245 633
245 633
2014
132 363
142 446
142 446
2013
132 888
132 888
Average interest rate
Secured assets:
3,11 %
3,35 %
2015
3,71 %
2014
2013
Secured assets:
*As of December 31st 2015 an amount of MNOK 18.76 of the long-term debt due within one year is, in accordance with IFRS, reclassified to
Accounts receivable
2015
114 358
2014
90 285
2013
27 152
Accounts receivable
Stock
short-term interest bearing debt in the balance sheet.
114 358
92 129
90 285
82 788
27 152
82 889
Stock
Other assets
92 129
58 114
82 788
40 624
82 889
250 000
Other assets
Total
Total
58 114
264 601
264 601
40 624
213 697
213 697
250 000
360 041
360 041

The Groups's long-term debt matures as follows: 2015 2014 2013

Note 16 continues

Note 18 Note 18

Financial instruments and risk management (in NOK 1 000) Financial instruments and risk management (in NOK 1 000)

Determination of fair value

The fair value of "hold-to-maturity" investments (with the exception of deposits mentioned above) is determined using available market prices.

1) The amount is included in Other receivables in the Consolidated Statement of Financial Positions 2) The amount is included in Other currrent liabilities in the Consolidated Statement of Financial Positions

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques: Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

The carrying amount of cash and cash equivalents and overdraft facilities is approximately equal to fair value since these instruments have a short term to maturity. Similarly, the carrying amount of trade receivables and trade payables is approximately equal to fair value since they are entered into on "normal" terms and conditions.

2015 2014 2013
Book value Fair value Book value Fair value Book value Fair value
Financial assets
Cash 109 517 109 517 53 935 53 935 58 330 58 330
Trade receivables 289 216 289 216 262 894 262 894 155 539 155 539
Other current assets 36 686
31 268
36 686
31 268
65 766 65 766 56 123 56 123
Other long-term financial assets 2 063 2 063 1 369 1 369 1 464 1 464
Forward currency contracts1) 1 507 1 507 - - - -
Financial liabilities
Bank overdraft 39 058 39 058 - - 56 475 56 475
Trade payables 128 189 128 189 135 413 135 413 88 957 88 957
Forward currency contracts2) - - -4 543 -4 543 334 334
Interest-bearing loans and borrowings
Loans 206 575 206 575 142 446 142 446 76 414 76 414

Note 17 Note 17 Specification of items that are grouped in the financial statement

The fair value of forward exchange contracts is determined using the forward exchange rate at the balance sheet date. The fair value of currency swaps is determined by the present value of future cash flows. The fair value of options is determined using option pricing models. For all the above mentioned derivatives, the fair value is confirmed by the financial institution with which the Group has entered into the contracts.

Set out below is a comparison by category of carrying amounts and fair values of all of the Group's financial instruments.

The loan notes is at floating interest rates which implies a book value in accordance to fair value.

The following of the Group's financial instruments are not measured at fair value: cash and cash equivalents, trade receivables, other current receivables, overdraft facilities, long-term debts, financial leasing obligations and "hold-to-maturity" investments.

The fair value of financial assets classified as "available for sale" and "financial assets at fair value through profit or loss" is determined by reference to published price quotations in an active market.

As December 31st 2015, the Group held financial instruments measured at fair value as mentioned below:

Loan covenants to Danske Bank

In the loan documents from Danske Bank the following loan covenants are set: following financial loan covenants are set:

Total financial expenses 12 603 8 757 11 091

Specifications of items that are grouped in the financial statement (in NOK 1 000) (in NOK 1 000) Note 17 Specification of items that are grouped in the financial statement Note 17 Specification of items that are grouped in the financial statement Net interest-bearing debt over twelve months rolling EBITDA was 1.0 as of December 31st 2015. The equity ratio in AKVA group ASA was 48.2 % as of December 31st 2015. Net interest-bearing debt over twelve months rolling EBITDA was 1.0 as of December 31st 2015. The equity ratio in AKVA group ASA was 48.2 % as of December 31st 2015.

  • The ratio net interest-bearing debt over twelve months rolling EBITDA < 3,50 for 2015 and onwards Loan covenants to Danske Bank In the loan documents from Danske Bank the following loan covenants are set: Loan covenants to Danske Bank In the loan documents from Danske Bank the following loan covenants are set:
  • Equity share for AKVA group ASA > 30%
  • Equity in NOK for AKVA group ASA > 250 million - The ratio net interest-bearing debt over twelve months rolling EBITDA < 3,50 for 2015 and onwards - Equity share for AKVA group ASA > 30% - The ratio net interest-bearing debt over twelve months rolling EBITDA < 3,50 for 2015 and onwards - Equity share for AKVA group ASA > 30%

Net interest-bearing debt over twelve months rolling EBITDA was 1.0 as of December 31st 2015. The equity ratio in AKVA group ASA was 48.2 % as of December 31st 2015. - Equity in NOK for AKVA group ASA > 250 million Net interest-bearing debt over twelve months rolling EBITDA was 1.0 as of December 31st 2015. - Equity in NOK for AKVA group ASA > 250 million Net interest-bearing debt over twelve months rolling EBITDA was 1.0 as of December 31st 2015.

  • Deposits to lessors under operating leases, refer to Note 20. The fair value of financial assets and liabilities recognized at their carrying amount is calculated as the present value of estimated cash flows discounted by the interest rate that applies to corresponding liabilities and assets at the balance sheet date. This applies to :

Other financial expenses 4 191 1 734 2 867 Total financial expenses 12 603 8 757 11 091

The Group was compliant with all covenants in 2015. The equity ratio in AKVA group ASA was 48.2 % as of December 31st 2015. The equity ratio in AKVA group ASA was 48.2 % as of December 31st 2015. Loan covenants to Danske Bank Loan covenants to Danske Bank

The terms for the interest bearing debt are based on market conditions. The interest rate is a floating rate and it is based on NIBOR + a margin. + a margin. The Group was compliant with all covenants in 2015. The terms for the interest bearing debt are based on market conditions. The interest rate is a floating rate and it is based on NIBOR + a The Group was compliant with all covenants in 2015. - The ratio net interest-bearing debt over twelve months rolling EBITDA < 3,50 for 2015 and onwards - Equity share for AKVA group ASA > 30% - The ratio net interest-bearing debt over twelve months rolling EBITDA < 3,50 for 2015 and onwards - Equity share for AKVA group ASA > 30%

Financial Income
Financial Income
Other interest income
2015
2 393
2014
2015
2 239
2013
2014
609
The terms for the interest bearing debt are based on market conditions. The interest rate is a floating rate and it is based on NIBOR + a
The terms for the interest bearing debt are based on market conditions. The interest
Agio gain
- is a floating rate and it is based on NIBOR + a
1 208
852
margin.
Other interest income
Other interest income
2 393 2 239
2 393
609
2 239
Other financial income
Agio gain
Agio gain
591
-
568
1 208
-
381
852
1 208
Total financial income
Note 17
Other financial income
Other financial income
2 984
591
4 015
568
591
1 841
381
568
Specification of items that are grouped in the financial statement
Specification of items that are grouped in the financial statement
Total financial income
Total financial income
2 984 4 015
2 984
1 841
4 015
(in NOK 1 000) 2015 2014 2013
Financial Expenses
Financial Income
Financial Expenses
Income
Financial Expenses
2015
2014
2015
2015
2013
2014
2015
2013
2013
2014
Interest expenses 7 747 7 023 8 224
Agio loss
Other interest income
Interest expenses
Other interest income
Interest expenses
Other financial expenses
666
2 393
2 239
7 747
2 393
4 191
-
7 023
2 239
609
7 747
1 734
-
8 224
609
7 023
2 867

Other financial expenses 4 191 1 734 2 867 Total financial expenses 12 603 8 757 11 091

Total financial income
Total financial expenses
income
Total financial expenses
2 984
12 603
4 015
2 984
1 841
8 757
4 015
12 603
11 091
1 841
8 757
Other operating expenses 2015 2014 2013
Financial Expenses
Other operating expenses
Financial Expenses
Other operating expenses
2015
Accomodation, materials, equipment and maintenance
2014
2015
51 159
2013
2014
2015
46 477
2013
2013
2014
38 906
Marketing, travelling and communication
Interest expenses
Accomodation, materials, equipment and maintenance
Interest expenses
Accomodation, materials, equipment and maintenance
36 565
7 747
51 159
7 023
7 747
30 549
8 224
46 477
7 023
51 159
29 762
38 906
8 224
46 477
Other operating expenses
Marketing, travelling and communication
Agio loss
Marketing, travelling and communication
23 607
666
36 565
-
666
25 832
30 549
36 565
-
-
17 164
29 762
30 549
-
Total other operating expenses
Other financial expenses
Other operating expenses
financial expenses
Other operating expenses
111 332
4 191
23 607
1 734
4 191
102 859
2 867
25 832
1 734
23 607
85 832
17 164
2 867
25 832
Total financial expenses
Total other operating expenses
Total other operating expenses
12 603
111 332
8 757
111 332
11 091
102 859
85 832
102 859
Other operating expenses
Other current liabilities
Other operating expenses
Other current liabilities
Accrued costs
2015
2014
2015
52 188
2013
2014
2015
74 218
2013
2013
2014
38 409
Warranty provisions
Accomodation, materials, equipment and maintenance
Accrued costs
Accomodation, materials, equipment and maintenance
Accrued costs
16 512
51 159
46 477
52 188
51 159
11 370
38 906
74 218
46 477
52 188
6 608
38 409
74 218
906
Other current liabilities
Marketing, travelling and communication
Warranty provisions
Marketing, travelling and communication
Warranty provisions
39 108
36 565
30 549
16 512
36 565
20 741
29 762
11 370
30 549
16 512
40 597
29 762
6 608
11 370
Total other current liabilities
Other operating expenses
Other current liabilities
operating expenses
Other current liabilities
107 808
23 607
25 832
39 108
23 607
106 330
17 164
20 741
25 832
39 108
85 614
40 597
17 164
20 741
Total other operating expenses
Total other current liabilities
operating expenses
Total other current liabilities
111 332
107 808
111 332
102 859
107 808
85 832
106 330
102 859
85 614
85 832
106 330

Other financial income 591 568 381 Total financial income 2 984 4 015 1 841

income 591 568 381

Note 18 continues

Assets measured at fair value
Assets measured at fair value
value
31.12.2015
31.12.2015
Level 1
Level 1
Level 2
Level 2
Level 2
Level 3
Level 3
Financial assets at
Financial assets at fair value through profit and loss
Financial assets at fair value through profit and loss
profit and loss
-
-
-
-
-
-
-
-
-
-
-
-
Foreign exchange forward contracts
Foreign exchange forward contracts
Foreign exchange forward contracts
1 507
1 507
1 507
-
-
-
1 507
1 507
1 507
-
-
-
There have been no
between Levels
period.
There have been no transfers between Levels during the period.
There have been no transfers between Levels during the period.

Currency risk Currency risk risk

Foreign currency sensitivity Foreign currency sensitivity

income statement during the same period. All currency contracts expire 2016.
income statement during the same period. All currency contracts expire in 2016.
income statement during the same period. All currency contracts expire in 2016.
the Group had the following positions through forward contracts, all contracts with maturity in 2016:
Currency (in 1 000)
Currency (in 1 000)
Currency (in 1 000)
Currency
Bought/sold
Bought/sold
Net currency amount
Euro
Euro
Euro
Danish Kroner
EUR
EUR
EUR
DKK
Bought
Bought
Sold
737
11 000
4 737
4 737
Norwegian Kroner
Norwegian Kroner
Norwegian Kroner
British Pound
NOK
NOK
NOK
GBP
Sold
Sold
44 093
44 093
44 093
2 700
Norwegian Kroner NOK Bought 49 165
Note 18 continues Note 18 continues
Assets measured at fair value
Assets measured at fair value
value
31.12.2015
31.12.2015
Level 1
Level 1
Level 2
Level 2
Level 2
Level 3
Level 3
31.12.2015
Financial assets at
Financial assets at fair value through profit and loss
Financial assets at fair value through profit and loss
profit and loss -
-
-
-
-
-
-
-
-
-
-
-
Foreign exchange forward contracts
Foreign exchange forward contracts
Foreign exchange forward contracts
1 507
1 507
1 507
-
-
-
1 507
1 507
1 507
-
-
-
There have been no There have been no transfers between Levels during the period.
There have been no transfers between Levels during the period.
between Levels
period.
Currency risk
Currency risk
risk
As part of
As part
to
The
risk is managed
is
As part of the international activity the Group's assets and liabilities as well as expected cash inflow and cash outflow are exposed
As part of the international activity the Group's assets and liabilities as well as expected cash inflow and cash outflow are exposed
assets and liabilities as
to changes in the currency rates. Such risk is sought reduced by using currency forward contracts.
to changes in the currency rates. Such risk is sought reduced by using currency forward contracts.
the currency rates. Such risk sought reduced by using
The currency risk is managed by the parent company in cooperation with the subsidiaries.
The currency risk is managed by the parent company in cooperation with the subsidiaries.
as expected cash inflow and cash outflow are exposed
parent company in cooperation with the subsidiaries.
31.12.2014
In order to hedge the value of the items in the balance sheet denominated in a foreign currency
In order to hedge the value of the items in the balance sheet denominated in a foreign currency
In order to hedge the value of the items in the balance sheet denominated in a foreign currency
the Group had the following positions through forward contracts, all contracts with
the Group had the following positions through forward contracts, all contracts with maturity in 2016:
the Group had the following positions through forward contracts, all contracts with maturity in 2016:
2016:
Currency
Currency (in 1 000)
Currency (in 1 000)
000)
Bought/sold
Bought/sold
Bought/sold Net currency amount
Net currency amount
Net currency amount
31.12.2013
Assets measured at fair value
Danish Kroner
Danish Kroner
Danish Kroner
DKK
DKK
DKK
31.12.2015
Sold
Sold
Level 1 Level 2 Level 3
11 000
11 000
11 000
British Pound
British Pound
British Pound
Financial assets at fair value through profit and loss
GBP
GBP
GBP
-
Sold
Sold
Sold
- - 2 700
2 700
2 700
-
Norwegian Kroner
Norwegian Kroner
Norwegian Kroner
Foreign exchange forward contracts
NOK
NOK
NOK
1 507
Bought
Bought
- 1 507 49 165
49 165
49 165
-
Profit and loss from
loss
There have been no transfers between Levels during the period.
Profit and loss from the above currency contracts are recorded directly via the income statement under financial items.
Profit and loss from the above currency contracts are recorded directly via the income statement under financial items.
above currency
are recorded directly
items.
As the
and
At the end of the year the Group had
The expected cash
income
As the Group has revenues and costs denominated in different currencies the net value
As the Group has revenues and costs denominated in different currencies the net value of the expected future cash inflow
As the Group has revenues and costs denominated in different currencies the net value of the expected future cash inflow
to changes in the currency rates. Such risk is sought reduced by using currency forward contracts.
is exposed to changes in the currency rates.
and cash outflow is exposed to changes in the currency rates. One way to reduce such risk is by using currency forward contracts.
and cash outflow is exposed to changes in the currency rates. One way to reduce such risk is by using currency forward contracts.
The currency risk is managed by the parent company in cooperation with the subsidiaries.
At the end of the year the Group had the following positions in forward contracts in order to hedge expected future cash flow.
At the end of the year the Group had the following positions in forward contracts in order to hedge expected future cash flow.
The expected cash flows subject to hedging are expected to take place during the first half of 2016 and hence be recognized in the
The expected cash flows subject to hedging are expected to take place during the first half of 2016 and hence be recognized in the
In order to hedge the value of the items in the balance sheet denominated in a foreign currency
to hedging are expected to take
income statement during the same period. All currency contracts expire 2016.
income statement during the same period. All currency contracts expire in 2016.
income statement during the same period. All currency contracts expire in 2016.
the Group had the following positions through forward contracts, all contracts with maturity in 2016:
way to reduce such risk
such
in forward contracts in
during the first half of 2016 and hence
hedge expected expected future cash
using currency forward contracts.
cash flow.
Currency (in 1 000)
Currency (in 1 000)
Currency (in 1 000)
Currency
Bought/sold Bought/sold Net currency amount Credit risk
Euro
Euro
Euro
Danish Kroner
EUR
EUR
EUR
DKK
Bought
Bought
Sold
11 000
4 737
4 737
737
Norwegian Kroner
Norwegian Kroner
Norwegian Kroner
British Pound
Norwegian Kroner
NOK
NOK
NOK
GBP
NOK
Sold
Sold
Bought
44 093
44 093
44 093
2 700
49 165
At the end of the year it was recorded a loss of MNOK
it
At the end of the year it was recorded a loss of MNOK 4.584 directly against the other comprehensive income related to hedging of expected
At the end of the year it was recorded a loss of MNOK 4.584 directly against the other comprehensive income related to hedging of expected
directly against the other comprehensive
other
related to of expected Market risk
future cash flow.
future cash flow.
future cash flow.
Profit and loss from the above currency contracts are recorded directly via the income statement under financial items.
The
or actually takes place, the
actual cash
valued at estimated fair
The forward contracts are valued at estimated fair value. When the expected cash flow is translated into an item in the balance sheet
The forward contracts are valued at estimated fair value. When the expected cash flow is translated into an item in the balance sheet
At the end of the year a loss of MNOK 0.310 was recorded as an unrealised gain. The forward contracts are valued at estimated fair value.
or actually takes place, the recorded profit loss booked directly against the equity is reversed and included in the income statement together
or actually takes place, the recorded profit loss booked directly against the equity is reversed and included in the income statement together
with the actual cash item in question. Any non-effective part of the hedge is booked as currency loss or gain under financial items in
with the actual cash item in question. Any non-effective part of the hedge is booked as currency loss or gain under financial items in
with the actual cash item in question. Any non-effective part of the hedge is booked as currency loss or gain under financial items in
As the Group has revenues and costs denominated in different currencies the net value of the expected future cash inflow
question. Any non-effective part of
When the expected cash flow is translated into an item
profit loss booked directly against the equity is reversed and included in
balance sheet
statement together
the income statement.
the income statement.
the income statement.
and cash outflow is exposed to changes in the currency rates. One way to reduce such risk is by using currency forward contracts.
At the end of the year the Group had the following positions in forward contracts in order to hedge expected future cash flow.
uncertainty.
which predominantly
before
sales
Currency (in 1 000)
(sales in Europe and
In the long run it is not possible to hedge the effects of changing currency rates. In 2015 the Group had export sales of MNOK 133 of products
In the long run it is not possible to hedge the effects of changing currency rates. In 2015 the Group had export sales of MNOK 133 of products
In the long run it is not possible to hedge the effects of changing currency rates. In 2015 the Group had export sales of MNOK 133 of products
The expected cash flows subject to hedging are expected to take place during the first half of 2016 and hence be recognized in the
which predominantly had its cost base in NOK. A 10% strenghtening of the NOK would then decrease the earnings with about MNOK 13.3
which predominantly had its cost base in NOK. A 10% strenghtening of the NOK would then decrease the earnings with about MNOK 13.3
income statement during the same period. All currency contracts expire in 2016.
cost base in NOK. A 10% strenghtening of the NOK
before possible price increases in the market. About 47% of this exposure was related to sales in GBP (sales in UK), 27% related to
before possible price increases in the market. About 47% of this exposure was related to sales in GBP (sales in UK), 27% related to
About
sales in EUR (sales in Europe and the Middle East), and 14% related to sales in CAD (sales in Canada).
sales in EUR (sales in Europe and the Middle East), and 14% related to sales in CAD (sales in Canada).
market. About 47% of this exposure was related to sales in GBP (sales
Middle East), and 14% related to sales in CAD (sales in Canada).
Bought/sold
in
then decrease the earnings with about MNOK 13.3
related to
used):
To
Euro
is working towards a more
To decrease this exposure the Group is working towards a more flexible cost structure and have more diversified costs in terms of currencies.
To decrease this exposure the Group is working towards a more flexible cost structure and have more diversified costs in terms of currencies.
EUR
Bought structure and have more diversified costs of currencies.
4 737
Norwegian Kroner
Foreign currency sensitivity
Foreign currency sensitivity
NOK Sold 44 093
In the management foreign currency risk
assets and liabilities as
future cash flow.
financing structure within the Group, most of the monetary
within
has most of
partial analysis in order to do an
partial analysis
equity at year end.
equity at year end.
equity at year end.
year end.
At the end of the year it was recorded a loss of MNOK 4.584 directly against the other comprehensive income related to hedging of expected
company seeks to reduce
In the management of foreign currency risk the company seeks to reduce the effect from currency rate changes on monetary
In the management of foreign currency risk the company seeks to reduce the effect from currency rate changes on monetary
assets and liabilities as well as the value of the future cash flows denominated in a foreign currency. Through the internal
assets and liabilities as well as the value of the future cash flows denominated in a foreign currency. Through the internal
as the value
cash flows
financing structure within the Group, most of the monetary asset and liability risk is allocated to the parent company, which also
financing structure within the Group, most of the monetary asset and liability risk is allocated to the parent company, which also
of the
risk with regards to
has most of the cash flow risk with regards to currency fluctuation. The major currencies are EUR and DKK. Below it is made a
has most of the cash flow risk with regards to currency fluctuation. The major currencies are EUR and DKK. Below it is made a
The forward contracts are valued at estimated fair value. When the expected cash flow is translated into an item in the balance sheet
partial analysis in order to do an estimate of the impact from a change in EUR and DKK on the pre-tax profit and on the book
partial analysis in order to do an estimate of the impact from a change in EUR and DKK on the pre-tax profit and on the book
or actually takes place, the recorded profit loss booked directly against the equity is reversed and included in the income statement together
a
and liability risk
major currencies are EUR and
impact from a change in EUR and DKK on
the currency rate changes on monetary
in a foreign currency. Through the internal
to the parent company, which
pre-tax profit and on the book
made a
31.12.2015 KNOK effect on profit before tax by
+10%/-10% change in
KNOK effect on book equity by
+10%/-10% change in
EUR DKK EUR DKK
10 % 757 -2 392 4 557 0
-10 % -757 2 392 -4 557 0
31.12.2014 KNOK effect on profit before tax by KNOK effect on book equity by
+10%/-10% change in +10%/-10% change in
EUR USD EUR USD
10 % -2 894 533 9 116 0
-10 % 2 894 -533 -9 116 0
31.12.2013 KNOK effect on profit before tax by KNOK effect on book equity by
+10%/-10% change in +10%/-10% change in
EUR USD EUR USD
10 % -1 065 -134 3 243 -241
-10 % 1 065 134 -3 243 241

Interest rate risk

Credit risk

Part of the sale is credit sales where the Group is exposed to credit risk towards the customer. The Group has generally had low losses on outstanding receivables. For larger projects there are normally pre-payments from the customers and milestone payments along the progress of the project which reduce the credit risk towards the customers. To some extent the Group uses trade finance instruments to reduce credit risk. For details of ageing of accounts receivables, see note 12.

Market risk

31.12.2015 KNOK effect on profit before tax by
+10%/-10% change in
KNOK effect on book equity by
+10%/-10% change in
EUR DKK EUR DKK
10 % 757 -2 392 4 557 0
-10 % -757 2 392 -4 557 0
31.12.2014 KNOK effect on profit before tax by KNOK effect on book equity by
+10%/-10% change in +10%/-10% change in
EUR USD EUR USD
10 % -2 894 533 9 116 0
-10 % 2 894 -533 -9 116 0
31.12.2013 KNOK effect on profit before tax by KNOK effect on book equity by
+10%/-10% change in +10%/-10% change in
EUR USD EUR USD
10 % -1 065 -134 3 243 -241
-10 % 1 065 134 -3 243 241
31.12.2015 KNOK effect on profit before tax by
+10%/-10% change in
KNOK effect on book equity by
+10%/-10% change in
EUR DKK EUR DKK
10 % 757 -2 392 4 557 0
-10 % -757 2 392 -4 557 0
31.12.2014 KNOK effect on profit before tax by KNOK effect on book equity by
+10%/-10% change in +10%/-10% change in
EUR USD EUR USD
10 % -2 894 533 9 116 0
-10 % 2 894 -533 -9 116 0
31.12.2013 KNOK effect on profit before tax by KNOK effect on book equity by
+10%/-10% change in +10%/-10% change in
EUR USD EUR USD
10 % -1 065 -134 3 243 -241
-10 % 1 065 134 -3 243 241

In 2015 about 78% of the revenues of the Group came from customers producing salmon. In 2014 the share was 82%. To decrease the Group's dependency of the salmon industry the Group works to increase the share of revenues related to the aquaculture of other species than salmon. Due to the market variation in the different salmon markets the revenues can vary between years. Still, the aquaculture industry in general is expected to be a high growth industry in the foreseeable future although the financial turmoil in the short run increases the uncertainty.

The Group's interest bearing debt is based on a floating interest rate which implies that interest payments over time will fluctuate according to the changes in the interest rate level. The major part of the interest bearing debt is in NOK. To reduce the interest rate risk it is the strategy of the Group to have a balanced mix between equity and debt financing vs the market risk in its industry. With the net interest bearing debt at year end interest cost would have been MNOK 2.5 higher with a 1% higher average interest rate during the year and MNOK 2.5 lower with a 1 % lower average interest rate during the year. ,

Based on the assumption that a change in sales will not affect the product gross margin and that other operating costs short term only will change 50% of the change in sales - a change in the revenues of the Group would have had the following impact on net income (25% tax rate used):

Change in sales
10 %
5 %
2 %
$-2\%$
-5 %
. ה ה ו

To further evaluate the Group's sensitivity to changes in the different markets see more details in note 2 about market size.

Change in net income/ equity
(in NOK 1 000)
10 % 27 103
5 % 13 551
2 % 5 421
-2 % -5 421
-5 % -13 551
-10 % -27 103

The effect on the profit before tax is the result of change in monetary assets and the financial instruments denominated in EUR and USD respectively. The effect on book equity is the effect from the change in fair value of currency contracts assigned to future cash flow hedge. DKK

Note 18 continues

. v
---
٦

Note 19 Note 19

Long-term contracts (in NOK 1000) Long-term contracts (in NOK 1 000)

Revenue and profits on long-term contracts are recognized using the percentage of completion method. This method implies that profit is recognized according to the progress of the work, whereas any losses are fully recorded when incurred. Included in figures are primarily contracts on barges and cages, and only contracts valued over MNOK 3.0 are included.

2015 2014 2013
Total revenues from long-term contracts 714 906 629 698 182 894
Total value of ongoing contracts 31.12. 735 278 698 268 477 471
Total sales included from ongoing contracts 31.12. 408 054 431 749 102 077
Not invoiced work-in-progress included as accounts receivables 57 557 48 150 184
Prepayments from customers 75 397 40 262 41 058
Remaining production on loss contracts 31.12. - - -

The Group has entered into several operating leases for offices, machinery and other equipment. The cost is as follows:

Operating leasing cost 2015 2014 2013
Operational leasing costs 15 919 15 626 7 288
Rent costs on buildings 20 697 16 496 16 762
Total 36 616 32 122 24 050

The future minimum rents related to non-cancellable operationable leases fall due as follows for the Group:

Within 1 year 1 - 5 years After 5 years
Machinery and equipment 1 712 1 886 -
Vehicles and boats 13 255 9 662 -
Offices and buildings 20 982 52 870 12 980
Total 35 948 64 419 12 980

In 2012 the main office lease agreement (headquarter) was renewed for 5 years included an option to extend the lease for 2 more years. In 2015 the rent for main office was MNOK 2.6.

Note 20 Note 20

Leasing (in NOK 1 000) Leasing (in NOK 1000)

Financial leasing cost

The Group's main share of financial lease costs are related to YesMaritime AS and AKVA group Services AS. The Group's total financial lease cost in 2015 is MNOK 3.8.

The future minimum costs related to non-cancellable financial leases fall due as follows for the Group:

Within 1 year 1 - 5 years After 5 years Book
value
2015
Machinery and equipment
Vehicles and boats
4 519
375
11 143
-
-
-
15 994
404
Total 4 894 11 143 - 16 398

The difference between total minimum lease payments at the end of the reporting period and their present value is considered insignificant.

Capital structure and equity

(in NOK 1 000) 2015 2014 2013
Interest bearing debt 245 634 142 446 132 888
Less cash 109 517 53 935 58 330
Net debt 136 117 88 511 74 558
Equity 424 988 387 577 336 601
Total equity and net debt 561 105 476 088 411 159
Debt ratio 24 % 19 % 18 %

Liquidity risk

Financial risk management

The table below summarises the maturity profile of the Group's financial liabilities based on contractual undiscounted payments.

2015 On demand Less than 3
months
3 to 12
months
1 to 5 years > 5 years Total
Interest-bearing loans and borrowings - 43 748 14 070 183 855 3 960 245 633
Trade and other payables 18 563 133 238 13 788 15 495 - 181 085
Financial derivatives - 59 936 27 464 - - 87 399
Total 18 563 236 922 55 322 199 350 3 960 514 117
2014 On demand Less than 3
months
3 to 12
months
1 to 5 years > 5 years Total
Interest-bearing loans and borrowings - 3 445 10 334 126 107 2 560 142 446
Trade and other payables 16 718 134 868 1 784 2 449 - 155 818
Financial derivatives - 47 627 88 129 - - 135 756
Total 16 718 185 940 100 247 128 556 2 560 434 020
2013 On demand Less than 3
months
3 to 12
months
1 to 5 years > 5 years Total
Interest-bearing loans and borrowings - 57 807 9 478 44 934 77 000 189 220
Trade and other payables 14 107 89 682 - 183 - 103 972
Financial derivatives - 69 721 20 195 - - 89 917
Total 14 107 217 210 29 674 45 117 77 000 383 108

Interest-bearing loans and borrowings in 2013 is presented with actual short term amounts at year end and new maturity profile in accordance with refinancing in Danske Bank for downpayments due in 3 months or more. The figures deviates from the balance sheet.

The equity share attributable to AKVA group ASA's shareholders was 39.7 % as of December 31st 2015. 2

The Group monitors its risk to a shortage of liquid funds using cash flow prognosis. The objective is to maintain a balance in the funding through the use of bank overdrafts, bank loans with different pay back periods, debentures and finance lease. The management follows the development of the working capital closely, because the development in the working capital has the most important impact on the liquidity situation on short term.

The primary focus of the Group's capital management is to ensure that it maintains a strong credit rating and healthy capital ratio in order to support its business and maximize shareholders value. The Group manages its capital structure and makes adjustment to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. In 2011 new shares were issued. In 2014 and in 2015 a dividend of NOK 1 per share was done, but no changes were made in number of shares. The Group monitors capital using a gearing ratio, which is net debt divided by total equity plus net debt. The Group includes within net debt, interest bearing loans and borrowings less cash and cash equivalents. Capital includes convertible preference shares, equity attributable to equity holders of the parent less the net unrealized gains reserve.

4revenues included from ongoing contracts 31.12.

Note 21 Note 21 Options to employees

Options to employees (in NOK 1000) (in NOK 1 000)

The company had an option programme covering employees in selected senior positions. The option programme was established in connection with listing of the company at Oslo Stock Exchange in November 2006.

2015 2014 2013
Total available options that can be issued 892 109 1 012 109 1 012 109
Available options not issued at year end 892 109 892 109 892 109
Options exercised during the year - 120 000 -
Outstanding options as per 31.12. - - 120 000

The fair value of the options has been estimated using the Black&Scholes option-pricing model. The average fair value of options granted is based on the following assumptions:

Strike price

The strike price is equal to the the stock exchange price at grant date.

Volatility

The expected volatility is based on historic volatility for peer group companies (35%).

The term of the option

In the calculations the expected period to vesting has been based on actual years to expiry of the options.

Dividend

The calculation is based on no dividend being paid in the vesting period.

Risk-free interest rate

The risk-free interest rate assumed when calculating the fair value was equal to the interest rate on goverment bonds at the time of the calculation.

Note 22 Note 22

Acquisitions and disposals Acquisitions and disposals

In September AKVA group ASA acquired 100 % of the shares in Aquatec Solutions A/S. The payment of the shares was MNOK 44.4 on closing date, with additional payment in October of MNOK 29.9 for an adjusted amount for the net debt and working capital position as of the closing date. Finally, an estimated earn-out payment of MNOK 27.4 is agreed based on the realized EBITDA of Aquatec for 2015 and 2016. The total amount estimated to be MNOK 101.8 for 100 % of the shares.

Aquatec Solutions A/S was established in 2004 and has developed to become a leading provider of technology and solutions for land-based fish farming. The company is located in Vejle, Denmark and had 44 employees, including 19 employees in their subsidiary in Chile, when acquired.

The core business entails supplying land based fish farming technology and solutions for both salt and fresh water fish. Aquatec's offering covers everything from complete fish farming systems to high quality fish farming equipment and components. For facilities in operation Aquatec provides supervision and support.

The acquisition is a natural step to strengthen the land based business area.

The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the company has been consolidated into the AKVA group from October 1st 2015.

Note 23 Related parties Note 23 Related parties Note 23 Related parties

The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. AKVA group ASA has in 2015 transactions, in line with the company's ordinary course of business, to and from related parties of respectively MNOK 2.5 and MNOK 8.7. The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. AKVA group ASA has in 2015 transactions, in line with the company's ordinary course of business, to and from related parties of respectively MNOK 2.5 and MNOK 8.7. The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. AKVA group ASA has in 2015 transactions, in line with the company's ordinary course of business, to and from related parties of respectively MNOK 2.5 and MNOK 8.7.

Outstanding balances at year-end are unsecured and interest free and settlement occurs in cash. As of December 31st the company had MNOK 0.3 in accounts receivable and 1.5 in accounts payable to related parties. Outstanding balances at year-end are unsecured and interest free and settlement occurs in cash. As of December 31st the company had MNOK 0.3 in accounts receivable and 1.5 in accounts payable to related parties. Outstanding balances at year-end are unsecured and interest free and settlement occurs in cash. As of December 31st the company had MNOK 0.3 in accounts receivable and 1.5 in accounts payable to related parties.

The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries. The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries. The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries.

Note 22 continues company has been consolidated into the AKVA group from October 1st 2015. The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the company has been consolidated into the AKVA group from October 1st 2015. The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the company has been consolidated into the AKVA group from October 1st 2015. The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the

Fair value recognized on acquisition
Fair value recognized on acquisition
Fair value recognized on acquisition
Fair value recognized on acquisition
Fair value recognized on acquisition
Fair value recognized on acquisition
(in NOK 1 000)
(in NOK 1 000)
(in NOK 1 000)
(in NOK 1 000)
(in NOK 1 000)
(in NOK 1 000)
Machinery and equipement 1 342
Machinery and equipement 1 342
Machinery and equipement 1 342
Machinery and equipement 1 342
Machinery and equipment 1 342
Machinery and equipment 1 342
Trade receivables 3 324
Trade receivables 3 324
Trade receivables 3 324
Trade receivables 3 324
Trade receivables 3 324
Trade receivables 3 324
Inventories 1 353
Inventories 1 353
Inventories 1 353
Inventories 1 353
Inventories 1 353
Inventories 1 353
Other current assets 24 440
Other current assets 24 440
Other current assets 24 440
Other current assets 24 440
Other current assets 24 440
Other current assets 24 440
Cash 33 955
Cash
Cash
Cash
Cash
Cash
33 955
33 955
33 955
33 955
33 955
64 414
Fair value recognized on acquisition
Fair value recognized on acquisition
Fair value recognized on acquisition
Fair value recognized on acquisition
Fair value recognized on acquisition
(in NOK 1 000)
ASSETS (in NOK 1 000)
(in NOK 1 000)
(in NOK 1 000)
(in NOK 1 000)
(in NOK 1 000)
ASSETS
ASSETS
ASSETS
ASSETS
ASSETS
Machinery and equipement 1 342
Machinery and equipement 1 342
Machinery and equipement 1 342
Machinery and equipement 1 342
Machinery and equipment 1 342
Machinery and equipment 1 342
Trade receivables 3 324
Trade receivables 3 324
Trade receivables 3 324
Trade receivables 3 324
Trade receivables 3 324
Trade receivables 3 324
Inventories 1 353
Inventories 1 353
Inventories 1 353
Inventories 1 353
Inventories 1 353
Inventories 1 353
Other current assets 24 440
Other current assets 24 440
Other current assets 24 440
Other current assets 24 440
Other current assets 24 440
Other current assets 24 440
Cash 33 955
Cash
Cash
Cash
Cash
Cash
33 955
33 955
33 955
33 955
33 955
64 414
64 414
64 414
64 414
64 414
64 414
LIABILITIES
LIABILITIES
LIABILITIES
LIABILITIES
LIABILITIES
LIABILITIES
Deferred tax
Deferred tax
Deferred tax
Deferred tax
Deferred tax
Deferred tax
-6 988
-6 988
-6 988
-6 988
-6 988
-6 988
Trade payables -8 492
Trade payables -8 492
Trade payables -8 492
Trade payables -8 492
Trade payables -8 492
Trade payables -8 492
Other current liabilities
Other current liabilities
Other current liabilities
Other current liabilities
Other current liabilities
Other current liabilities
-22 062
-22 062
-22 062
-22 062
-22 062
-22 062
-37 543
Total identifiable net assets at fair value -37 543
-37 543
-37 543
-37 543
-37 543
26 871
Total identifiable net assets at fair value 26 871
Total identifiable net assets at fair value 26 871
Total identifiable net assets at fair value 26 871
Total identifiable net assets at fair value 26 871
Total identifiable net assets at fair value 26 871
Goodwill arising on acquisition 59 595
Goodwill arising on acquisition 59 595
Goodwill arising on acquisition 59 595
Goodwill arising on acquisition 59 595
Goodwill arising on acquisition 59 595
Goodwill arising on acquisition 59 595
Intagible assets arising on acqusition 15 825
Intagible assets arising on acqusition 15 825
Intagible assets arising on acqusition 15 825
Intagible assets arising on acqusition 15 825
Intangible assets arising on acqusition after deferred tax 15 825
Intangible assets arising on acqusition after deferred tax 15 825
Puchase consideration transferred 102 291
Puchase consideration transferred 102 291
Puchase consideration transferred 102 291
Puchase consideration transferred 102 291
Purchase consideration transferred 102 291
Purchase consideration transferred 102 291
Cash acquired with subsidiary 33 955
Cash acquired with subsidiary 33 955
Cash acquired with subsidiary 33 955
Cash acquired with subsidiary 33 955
Cash acquired with subsidiary 33 955
Cash acquired with subsidiary 33 955
Cash paid -74 389
Cash paid -74 389
Cash paid -74 389
Cash paid -74 389
Cash paid -74 389
Cash paid -74 389
Net cash outflow in 2015 -40 434
Net cash outflow in 2015 -40 434
Net cash outflow in 2015 -40 434
Net cash outflow in 2015 -40 434
Net cash outflow in 2015 -40 434
Net cash outflow in 2015 -40 434
Contingent consideration -27 390
Contingent consideration -27 390
Contingent consideration -27 390
Contingent consideration -27 390
Contingent consideration -27 390
Contingent consideration -27 390
Total consideration -67 824
Total consideration -67 824
Total consideration -67 824
Total consideration -67 824
Total consideration -67 824
Total consideration -67 824
35 580
3 916
31 729
22 018

Goodwill arising on acquisition 59 595 Total identifiable net assets at fair value 26 871 Total identifiable net assets at fair value 26 871 Total identifiable net assets at fair value 26 871 Total identifiable net assets at fair value 26 871 Total identifiable net assets at fair value 26 871

Cash paid -74 389
Cash paid -74 389
Cash paid -74 389
Cash paid -74 389
Cash paid -74 389
Net cash outflow in 2015 -40 434
Net cash outflow in 2015 -40 434
Net cash outflow in 2015 -40 434
Net cash outflow in 2015 -40 434
Net cash outflow in 2015 -40 434
Net cash outflow in 2015 -40 434
Contingent consideration -27 390
Contingent consideration -27 390
Contingent consideration -27 390
Contingent consideration -27 390
Contingent consideration -27 390
Contingent consideration -27 390
Total consideration -67 824
Total consideration -67 824
Total consideration -67 824
Total consideration -67 824
Total consideration -67 824
Total consideration -67 824

The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance. The contingent consideration is the earn-out mentioned in the introduction, where the earn-out for 2016 is based on a best estimate. The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance. The contingent consideration is the earn-out mentioned in the introduction, where the earn-out for 2016 is based on a best estimate. The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance. The contingent consideration is the earn-out mentioned in the introduction, where the earn-out for 2016 is based on a best estimate. The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance. The contingent consideration is the earn-out mentioned in the introduction, where the earn-out for 2016 is based on a best estimate. The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance. The contingent consideration is the earn-out mentioned in the introduction, where the earn-out for 2016 is based on a best estimate. The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance.

valuation of trademark and customer relationsship has been done using the the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized. The goodwill of MNOK 59.6 comprises the fair value of expected synergies arising from the acquisition and the competence of the employees. A valuation of trademark and customer relationship has been done using the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized. The goodwill of MNOK 59.6 comprises the fair value of expected synergies arising from the acquisition and the competence of the employees. A valuation of trademark and customer relationsship has been done using the the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized. The goodwill of MNOK 59.6 comprises the fair value of expected synergies arising from the acquisition and the competence of the employees. A valuation of trademark and customer relationsship has been done using the the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized. The goodwill of MNOK 59.6 comprises the fair value of expected synergies arising from the acquisition and the competence of the employees. A valuation of trademark and customer relationship has been done using the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized. A The goodwill of MNOK 59.6 comprises the fair value of expected synergies arising from the acquisition and the competence of the employees. A valuation of trademark and customer relationsship has been done using the the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized.

Net Profit before tax - comsolidated from 01.10.2015 3 916 Sales revenues in 2015 - consolidated from 01.10.2015 35 580 Net Profit before tax - consolidated from 01.10.2015 3 916 Sales revenues in 2015 - consolidated from 01.10.2015 35 580 Net Profit before tax - comsolidated from 01.10.2015 3 916 Sales revenues in 2015 - consolidated from 01.10.2015 35 580 Net Profit before tax - comsolidated from 01.10.2015 3 916 Sales revenues in 2015 - consolidated from 01.10.2015 35 580 Net Profit before tax - consolidated from 01.10.2015 3 916 Sales revenues in 2015 - consolidated from 01.10.2015 35 580 Net Profit before tax - comsolidated from 01.10.2015 3 916

Net Profit before tax - if consolidated from 01.01.2015 22 018 Sales revenues in 2015 - if consolidated from 01.01.2015 131 729 Net Profit before tax - if consolidated from 01.01.2015 22 018 Sales revenues in 2015 - if consolidated from 01.01.2015 131 729 Net Profit before tax - if consolidated from 01.01.2015 22 018 Sales revenues in 2015 - if consolidated from 01.01.2015 131 729 Net Profit before tax - if consolidated from 01.01.2015 22 018 Sales revenues in 2015 - if consolidated from 01.01.2015 131 729 Net Profit before tax - if consolidated from 01.01.2015 22 018 Sales revenues in 2015 - if consolidated from 01.01.2015 131 729

WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with marginal numbers in the Group financials and the sale gave a marginal gain of MNOK 1.5. WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with Net Profit before tax - if consolidated from 01.01.2015 22 018WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with

The provisional fair value of the identifiable assets and liabilities of Aquatec Solutions A/S as at the date of acquisition was: The provisional fair value of the identifiable assets and liabilities of Aquatec Solutions A/S as at the date of acquisition was: The provisional fair value of the identifiable assets and liabilities of Aquatec Solutions A/S as at the date of acquisition was: The provisional fair value of the identifiable assets and liabilities of Aquatec Solutions A/S as at the date of acquisition was: The provisional fair value of the identifiable assets and liabilities of Aquatec Solutions A/S as at the date of acquisition was:

ASSETS

LIABILITIES LIABILITIES LIABILITIES LIABILITIES LIABILITIES

The transaction costs of MNOK 2.5 have been expensed and are included in other finance cost in the income statement. The transaction cost of MNOK 2.5 have been expensed and are included in other finance cost in the income statement. The transaction cost of MNOK 2.5 have been expensed and are included in other finance cost in the income statement. The transaction costs of MNOK 2.5 have been expensed and are included in other finance cost in the income statement. The transaction cost of MNOK 2.5 have been expensed and are included in other finance cost in the income statement.

company has been consolidated into the AKVA group from October 1st 2015.

company has been consolidated into the AKVA group from October 1st 2015.

The partnership is between related parties, as AKVA group ASA and Egersund Net AS are related parties, and the agreement is done pursuant

to the Norwegian Public Limited Companies Act section 3-8. The partnership is between related parties, as AKVA group ASA and Egersund Net AS are related parties, and the agreement is done pursuant to the Norwegian Public Limited Companies Act section 3-8.

AKVA group ASA has a two-step dividend policy: Dividend Dividend AKVA group ASA has a two-step dividend policy:

  • The dividend level shall reflect the present and expected future cash generating potential of AKVA group. AKVA group will target a net interest-bearing debt/equity ratio of less than 0.5x AKVA group ASA has a two-step dividend policy: AKVA group ASA has a two-step dividend policy: • The dividend level shall reflect the present and expected future cash generating potential of AKVA group. AKVA group will target a net interest-bearing debt/equity ratio of less than 0.5x
  • When the target debt vs. equity level is met, at least 60% of the annual free cash flow after operational and financial commitments is intended to be distributed as dividend • The dividend level shall reflect the present and expected future cash generating potential of AKVA group. AKVA group will target a net interest-bearing debt/equity ratio of less than 0.5x • The dividend level shall reflect the present and expected future cash generating potential of AKVA group. AKVA group will target a net interest-bearing debt/equity ratio of less than 0.5x • When the target debt vs. equity level is met, at least 60% of the annual free cash flow after operational and financial commitments is intended to be distributed as dividend

The company aims to pay out dividend twice a year, after the 1st and 2nd half of the year. intended to be distributed as dividend intended to be distributed as dividend The company aims to pay out dividend twice a year, after the 1st and 2nd half of the year.

A dividend of 1.00 NOK per share was paid out on November 20th 2015 totalling a distributed amount of 25,736,303 NOK. The company aims to pay out dividend twice a year, after the 1st and 2nd half of the year. A dividend of 1.00 NOK per share was paid out on November 20th 2015 totalling a distributed amount of 25,736,303 NOK. A dividend of 1.00 NOK per share was paid out on November 20th 2015 totalling a distributed amount of 25,736,303 NOK.

A dividend of 1.00 NOK per share was paid out on November 20th 2015 totalling a distributed amount of 25,736,303 NOK.
Dividend
Dividend
Dividend
2015
2015
2015
2014
2014
2014
2013
2013
2013
Per share
Per share
Per share
1,00
1,00
1,00
1,00
1,00
-
1,00
-
Dividend
Total distributed amount
Total distributed amount

Total distributed amount*
Per share
2015
25 736 303 25 834 303
1,00
2014
25 736 303 25 834 303
25 736 303 25 834 303
-
1,00
2013
-
-

* The total distributed amount in 2015 is reduced with MNOK 0.098 as the company owned 98,000 shares on November 11th, which was the last day inclusive for dividend. Total distributed amount* 25 736 303 25 834 303 - * The total distributed amount in 2015 is reduced with MNOK 0.098 as the company owned 98,000 shares on November 11th, which was the last day inclusive for dividend. * The total distributed amount in 2015 is reduced with MNOK 0.098 as the company owned 98,000 shares on November 11th, which was the last day inclusive for dividend.

Note 25 Share buyback last day inclusive for dividend. Note 25 Share buyback Note 25 Share buyback Note 25 Share buyback

AKVA group ASA has in the period from September 10th to November 27th 2015 purchased 123,000 own shares. The average price per share was NOK 33.86 totalling the purchase price to MNOK 4.2. Share buyback AKVA group ASA has in the period from September 10th to November 27th 2015 purchased 123,000 own shares. The average price per share was NOK 33.86 tottaling the purchase price to MNOK 4.2. AKVA group ASA has in the period from September 10th to November 27th 2015 purchased 123,000 own shares. The average price per share was NOK 33.86 tottaling the purchase price to MNOK 4.2.

Note 24 The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries. company had MNOK 0.3 in accounts receivable and 1.5 in accounts payable to related parties. The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries. Note 24 Dividend Note 24 Dividend

The buyback of shares is done according to a share incentive program launched by the board of directors in a notice on Oslo Stock exchange on December 1st 2015 for certain eligeble employees in AKVA group ASA and its subsidiaries. The intention of the share incentive scheme was to give employees an opptunity to buy shares in the Company at a discounted price. The share price offered to employees was NOK 27,09, and the employees had the period from December 1st to December 14th to confirm their participation. was NOK 33.86 totalling the purchase price to MNOK 4.2. The buyback of shares is done according to a share incentive program launched by the board of directors in a notice on Oslo Stock exchange on December 1st 2015 for certain eligeble employees in AKVA group ASA and its subsidiaries. The intention of the share incentive scheme was to give employees an opptunity to buy shares in the Company at a discounted price. The share price offered to employees was NOK 27,09, and December 1st 2015 for certain eligeble employees in AKVA group ASA and its subsidiaries. The intention of the share incentive scheme was to give employees an opptunity to buy shares in the Company at a discounted price. The share price offered to employees was NOK 27,09, and the employees had the period from December 1st to December 14th to confirm their participation. In total 122,698 of the shares were signed up for, and the shares were transferred to the employees on January 12th 2016. The buyback of shares is done according to a share incentive program launched by the board of directors in a notice on Oslo Stock exchange on December 1st 2015 for certain eligeble employees in AKVA group ASA and its subsidiaries. The intention of the share incentive scheme was to give employees an opptunity to buy shares in the Company at a discounted price. The share price offered to employees was NOK 27,09, and the employees had the period from December 1st to December 14th to confirm their participation.

In total 122,698 of the shares were signed up for, and the shares were transferred to the employees on January 12th 2016. the employees had the period from December 1st to December 14th to confirm their participation. Note 26 Subsequent events In total 122,698 of the shares were signed up for, and the shares were transferred to the employees on January 12th 2016.

Note 26 Subsequent events In total 122,698 of the shares were signed up for, and the shares were transferred to the employees on January 12th 2016. Note 26 AKVA group ASA has in partnership with Sinkaberg-Hansen AS and Egersund Net AS established the company Atlantis Subsea Farming AS with the purpose of developing submersible fish-farming facilities for slamon on an industrial scale. Atlantis has applied for six development licences Note 26 Subsequent events Note 26 Subsequent events

the purpose of developing submersible fish-farming facilities for slamon on an industrial scale. Atlantis has applied for six development licences to enable large-scale development and testing of the new technology and operational concept. The establishment took place on February 1st 2016. AKVA group ASA has in partnership with Sinkaberg-Hansen AS and Egersund Net AS established the company Atlantis Subsea Farming AS with the purpose of developing submersible fish-farming facilities for slamon on an industrial scale. Atlantis has applied for six development licences to enable large-scale development and testing of the new technology and operational concept. The establishment took place on February 1st 2016. The partnership is between related parties, as AKVA group ASA and Egersund Net AS are related parties, and the agreement is done pursuant to to the Norwegian Public Limited Companies Act section 3-8. the purpose of developing submersible fish-farming facilities for slamon on an industrial scale. Atlantis has applied for six development licences to enable large-scale development and testing of the new technology and operational concept. The establishment took place on February 1st 2016. The partnership is between related parties, as AKVA group ASA and Egersund Net AS are related parties, and the agreement is done pursuant

AKVA group ASA has in partnership with Sinkaberg-Hansen AS and Egersund Net AS established the company Atlantis Subsea Farming AS with The establishment took place on February 1st 2016. AKVA group ASA has in partnership with Sinkaberg-Hansen AS and Egersund Net AS established the company Atlantis Subsea Farming AS with Atlantis Subsea Farming AS

Financial Statement Parent company (AKVA group ASA)

Acquisiton of 58% of the shares in AD Offshore AS

On March 31st 2016 AKVA group ASA entered into an agreement with the shareholders of AD Offshore AS to acquire 58% of the shares in AD Offshore AS (ADO).

The purchase price for the purchased shares is based on an enterprise value of ADO on a 100 percent basis of NOK 120,000,000, with adjustments for net debt and deviations from a normalized level of working capital on completion. An estimated final purchase price was paid in cash on completion of the transaction, which took place on April 7th 2016. Completion of the transaction was not subject to regulatory approvals. AKVA group ASA and the owners of ADO have also agreed a mutual option to buy / sell the remaining 42% of the shares in ADO. The option is exercisable from the date that is five years from completion. The pricing of the remaining 42% of the shares is linked to the performance of the company over the next five calendar years. AKVA group ASA will finance the transaction with a loan from Danske Bank.

Parent company Note 2015 2014 2013
OPERATING REVENUES
Sales revenues 2,20 671 753 704 985 497 137
OPERATING EXPENSES
Cost of goods sold
Payroll expenses
11
3,4,16,22
83 385 509 695 555 261 386 690
71 157
64 869
Other operating expenses
Total operating expenses
4,8,12,18,21 40 079 33 613
633 159 660 031 485 526
33 967
OPERATING PROFIT BEFORE
DEPRECIATION AND AMORTIZATION
(EBITDA) 38 594 44 954 11 611
Depreciation and amortization 7,9 9 888 9 180 11 744
OPERATING PROFIT (EBIT) 28 706 35 774 -134
FINANCIAL INCOME AND EXPENSES
Financial income 18 28 439 32 900 20 938
Financial expenses
Net financial income (expense)
18 (13 099) (6 016)
15 340 26 884 12 387
(8 551)
PROFIT BEFORE TAX 44 046 62 658 12 253
Taxes 5 7 753 17 382 4 973
NET PROFIT FOR THE YEAR 36 293 45 276 7 280
ALLOCATION OF PROFIT FOR THE YEAR
Other equity 36 293 45 276 7 280
Total allocated 36 293 45 276 7 280

Income Statement 01.01 - 31.12 (in NOK 1 000) Income statement 01.01. - 31.12.

(in NOK 1 000) Assets 31.12 (in NOK 1 000)

4 Financial Statement Parent company AKVA group ASA

Parent company Note 2015 2014 2013
NON-CURRENT ASSETS
Intangible assets
Deferred tax asset 5 - - 13 268
Goodwill 7 53 000 53 000 53 000
Other intangible assets 7 28 104 26 438 24 658
Total intangible assets 81 103 79 437 90 925
Tangible fixed assets
Land and building 9 12 598 10 610 2 804
Machinery and equipment 9 10 964 8 018 9 030
Total tangible fixed assets 23 561 18 628 11 833
Long-term financial assets
Investments in subsidiaries 10 417 678 315 899 298 399
Loans to group companies 13 88 007 83 186 62 689
Other long-term financial assets 10,12 311 310 310
Total long-term financial assets 505 995 399 395 361 398
Total non-current assets 610 660 497 460 464 156
CURRENT ASSETS
Stock 11 47 166 43 206 40 071
Receivables
Accounts receivables 12,20 79 406 79 795 20 375
Accounts receivables - group companies 13 26 592 27 775 45 818
Prepayments to suppliers 3 233 3 272 1 891
Other receivables 9 579 2 533 5 150
Other receivables - group companies 13 82 599 69 897 27 344
Total receivables 201 409 183 271 100 578
Cash and cash equivalents 14 4 928 10 327 13 028
Total current assets 253 502 236 804 153 677
TOTAL ASSETS 864 162 734 264 617 833
Parent company Note 2015 2014 2013
EQUITY
Paid-in capital
Share capital
15,25,26 25 711 25 834 25 834
Share premium 336 029 336 029 336 029
Other paid in capital 1 116 1 116 2 460
Total paid-in capital 362 856 362 979 364 323
Retained earnings
Other equity 53 220 46 713 27 271
Total retained earnings 53 220 46 713 27 271
Total equity 416 076 409 692 391 593
LIABILITIES
Provisions
Pension obligations 16 - - 101
Deferred tax 5 11 868 4 114 -
Total provisions 11 868 4 114 101
Other long term liabilities
Liabilities to financial institutions
17 176 952 124 075 54 623
Other long term liabilities 23 14 020 - -
Other long term liabilities - group companies - - 97
Total other long term liabilities 190 972 124 075 54 720
Current liabilities
Liabilities to financial institutions 14,17 52 936 13 278 77 325
Trade payables
Trade payables - group companies
13 50 314
9 817
60 898
11 181
37 673
4 418
Taxes payable 5 - - -
Public duties payable 3 219 2 767 3 443
Prepayments from customers 20 52 919 44 908 -
Other current liabilities 18,23 41 871 34 328 48 558
Other current liabilities - group companies 13 34 170 29 023 -
Total current liabilities 245 246 196 382 171 418
Total Liabilities 448 086 324 572 226 239
TOTAL EQUITY AND LIABILITIES 864 162 734 264 617 833

Hans Kristian Mong Nils Viga Chairperson of the Board

Frode Teigen Evy Vikene

Aino Olaisen Tore Obrestad Henrik A. Schultz

Anthony James

Rental of various equipment such as camera systems has been successful in the UK.

Parent company Note 2015 2014 2013
Cash flow from operating activities:
Profit before taxes
Gain on disposal of shares and participations
44 046 - 62 658 - 12 253 -
Depreciation 7,9 9 888 9 180 11 744
Change in pension obligation 16 - - 174
Changes in stock, accounts receivable and trade -14 336 -14 524 46 621
Changes in other receivables and payables
Net cash flow from operating activities
-12 344
27 255
17 606
74 921
22 029
92 823
Cash flow from investment activities
Investments in fixed assets 7,9 -16 488 -17 755 -9 369
Sale of tangible and intangible fixed assets - - 838
Payment shares and participations 23 -73 971 -17 500 -27 185
Other items - - 10
Net cash flow from investment activities -90 459 -35 255 -35 706
Cash flow from financing activities
Repayment of borrowings -13 368 -140 162 -20 889
Proceed from borrowings 105 903 145 567 10 000
Net payment loans to group companies 13 -4 821 -20 594 -44 649
Dividend payment 25 -25 736 -25 834 -
Change related to other financial activities 26 -4 173 -1 344 -150
Net cash flow from financing activities 57 805 -42 367 -55 688
Net change in cash and cash equivalents -5 399 -2 701 1 428
Cash and cash equivalents at 01.01. 10 327 13 028 11 600
Cash and cash equivalents at 31.12. 4 928 10 327 13 028
Cash flow from operating activities:
Cash flow from investment activities
Cash flow from financing activities

Cash Flow Statement 01.01 - 31.12 (in NOK 1 000) (in NOK 1 000)

Cash flow from operating activities:
Profit before taxes
Gain on disposal of shares and participations
44 046 - 62 658 - 12 253 -
Depreciation 7,9 9 888 9 180 11 744
Change in pension obligation 16 - - 174
Changes in stock, accounts receivable and trade -14 336 -14 524 46 621
Changes in other receivables and payables -12 344 17 606 22 029
Net cash flow from operating activities 27 255 74 921 92 823
Cash flow from investment activities
Investments in fixed assets 7,9 -16 488 -17 755 -9 369
Sale of tangible and intangible fixed assets - - 838
Payment shares and participations 23 -73 971 -17 500 -27 185
Other items - - 10
Net cash flow from investment activities -90 459 -35 255 -35 706
Cash flow from financing activities
Repayment of borrowings -13 368 -140 162 -20 889
Proceed from borrowings 105 903 145 567 10 000
Net payment loans to group companies 13 -4 821 -20 594 -44 649
Dividend payment 25 -25 736 -25 834 -
Change related to other financial activities 26 -4 173 -1 344 -150
Net cash flow from financing activities 57 805 -42 367 -55 688
Net change in cash and cash equivalents -5 399 -2 701 1 428
Cash and cash equivalents at 01.01. 10 327 13 028 11 600
Cash and cash equivalents at 31.12. 4 928 10 327 13 028

Carina Jensen Trond Williksen Chief Executive Officer

Anne Breiby Deputy Chairperson Aino Olaisen

Overdraft on cash pool is included in financing activities, but is not included in cash and cash equivalents as of 31.12.

Hans Kristian Mong Frode Teigen Evy Vikene

Chairperson of the Board

Anne Breiby Nils Viga Anthony James Deputy Chairperson

Tore Obrestad Carina Jensen Henrik A. Schultz

Bryne, Norway, 11 April 2016.

Statement of changes in equity (in NOK 1 000) Statement of changes in equity (in NOK 1000)

Parent company Share Share
Note capital premium paid-in paid in equity retained
Other
capital
Total
capital
Other Total
earnings
Total
equity
Equity as at 01.01.2013 25 834 336 029 2 398 364 261 19 817 19 817 384 077
Actuarial deviations on net pension obligations - - - - 174 174 174
Total income and expense recognised directly in equity - - - - 174 174 174
Profit (loss) for the period - - - - 7 280 7 280 7 280
Total income and expense for the year - - - - 7 454 7 454 7 454
Dividend - - - - - - -
Recording of option agreement - - 62 62 - - 62
Equity as at 31.12.2013 25 834 336 029 2 460 364 323 27 271 27 271 391 593
Equity as at 01.01.2014 25 834 336 029 2 460 364 323 27 271 27 271 391 593
Actuarial deviations on net pension obligations - - - - - - -
Total income and expense recognised directly in equity - - - - - - -
Profit (loss) for the period - - - - 45 276 45 276 45 276
Total income and expense for the year - - - - 45 276 45 276 45 276
Dividend 25 - - - - -25 834 -25 834 -25 834
Recording of option agreement 3,22 - - -1 344 -1 344 - - -1 344
Equity as at 31.12.2014 25 834 336 029 1 116 362 979 46 713 46 713 409 692
Equity as at 01.01.2015 25 834 336 029 1 116 362 979 46 713 46 713 409 692
Actuarial deviations on net pension obligations - - - - - - -
Total income and expense recognised directly in equity - - - - - - -
Profit (loss) for the period - - - - 36 293 36 293 36 293
Total income and expense for the year - - - - 36 293 36 293 36 293
Dividend 25 - - - - -25 736 -25 736 -25 736
Share buyback 26 -123 - - -123 -4 050 -4 050 -4 173
Equity as at 31.12.2015 25 711 336 029 1 116 362 856 53 220 53 220 416 076

AKVA groups new software platform ensures full control and improved efficiency.

Content notes

  • 01 Summary of significant accounting policies
  • 02 Segment information
  • 03 Wages and remunerations
  • 04 Government grants and subsidies 05 Taxes
  • 06 Net earnings per share
  • 07 Intangible assets
  • 08 Research and development
  • 09 Tangible fixed assets
  • 10 Subsidiaries and other long-term investments
  • 11 Stock
  • 12 Receivables
  • 13 Intercompany transactions and balances
14 Bank deposits
15 Shareholders
16 Pensions
17 Liabilities to financial institutions
18 Specification of items that are
grouped in the financial statement
19 Financial instruments and risk
management
20 Long-term contracts
21 Operational leases
22 Options to employees
23 Acquisitions
24 Related parties
25 Dividend
26 Share buyback

27 Subsequent events

Notes to the Financial Statement Parent company

4 Notes 475 l 112 Financial Statement Parent company Notes 4

4

Norway Mediterranean Other Total
544 655 93 37 482 582 230
573 194 249 83 172 656 615
363 167 224 99 244 462 636

Note 2 continues

See consolidated accounts note 3 about remuneration to CEO and executive management, and fees to the Board of Directors.

Loan and pledge

Stock options

Geographical information
Operating revenue - external customers (in NOK 1 000)
Norway Mediterranean Other Total
Operating revenue - external customers (in NOK 1 000) 544 655 Norway Mediterranean Other Total
2015 93 37 482 582 230
2015 544 655 93 37 482 582 230
2014 573 194 249 83 172 656 615
2014 573 194 249 83 172 656 615
2013 363 167 224 99 244 462 636

Note 3 Wages and remunerations Wages and remunerations Payroll expenses (in NOK 1 000) 2015 2014 2013

All fees to the auditor is excl. VAT.

Note 4 Note 4

The company has not given any loans or pledges to members of the Board or group management as of December 31st. Stock options

Note 3 Wages and remunerations

Payroll expenses (in NOK 1 000)
Salaries
2015
67 363
2014
59 297
2013
54 559
Payroll tax 8 893 8 282 7 208
Salaries
Pension costs
67 363
3 758
59 297
3 459
54 559
2 383
Payroll tax
Other benefits
8 893
3 372
8 282
120
7 208
719
Pension costs
Total
3 758
83 385
3 459
71 157
2 383
64 869
Other benefits 3 372 120 719
The average number of employees in full time equivalent in
Total
the company during the year is:
83 385
97
71 157
88
64 869
84
The average number of employees in full time equivalent in
the company during the year is:
See consolidated accounts note 3 about remuneration to CEO and executive management, and fees to the Board of Directors.
97 88 84

A new stock option plan was introduced in 2006. See details of stock options in note 3 and in note 21 in consolidated accounts. For details of establishment of salary and other remuneration to executive management, see note 3 in consolidated accounts. For details of establishment of salary and other remuneration to executive management, see note 3 in consolidated accounts.

2015 2014 2013
2013
666 593 683 839 485 536
627 997 637 448 485 536
474 465
38 596 46 391 474 465
11 070
11 070
9 888 9 130 11 744
28 708 37 261 11 744
-674
-674
2015
666 593
627 997
38 596
9 888
28 708
2014
683 839
637 448
46 391
9 130
37 261
Fees to auditor (in NOK 1 000) 2015 2014 2013
Audit 479 391 381
Tax services 223 273 321
Audit 479 391 381
Attestation services - - 37
Tax services 223 273 321
Other services 76 207 -
Attestation services - - 37
Total 778 871 739
Other services 76 207 -
Total
All fees to the auditor is excl. VAT.
778 871 739
Land Based Technology (in NOK 1 000) 2015 2014 2013
Land Based Technology (in NOK 1 000) 2015 2014 2013
Operating revenue 5 160 21 146 11 601
Operating revenue 5 160 21 146 11 601
Operating expenses 5 162 22 583 11 061
Operating expenses 5 162 22 583 11 061
Operating profit before depreciation and amortization (EBITDA) -2 -1 437 540
Operating profit before depreciation and amortisation (EBITDA) -2 -1 437 540
Depreciation and amortization - 50 -
Depreciation and amortisation - 50 -
Operating profit (EBIT) -2 -1 488 540
Operating profit (EBIT) -2 -1 488 540

Government grants and subsidies Government grants and subsidies Government grants (in NOK 1 000) 2015 2014 2013

Government grants (in NOK 1 000) 2015 2014 2013
Other - - 18
"Skattefunn" 820 852 478
Total 820 852 496
Other - - 18
Total 820 852 496

Note 2 Segment information Note 2 Segment information Note 2 Segment information

Total (in NOK 1 000) 2015 2014 2013
Total (in NOK 1 000) 2015 2014 2013
Operating revenue 671 753 704 985 497 137
Operating revenue 671 753 704 985 497 137
Operating expenses 633 159 660 031 485 526
Operating expenses 633 159 660 031 485 526
Operating profit before depreciation and amortisation (EBITDA) 38 594 44 954 11 611
Operating profit before depreciation and amortization (EBITDA) 38 594 44 954 11 611
Depreciation and amortisation 9 888 9 180 11 744
Depreciation and amortization 9 888 9 180 11 744
Operating profit (EBIT) 28 706 35 774 -134
Operating profit (EBIT) 28 706 35 774 -134

Technology. For more detailed description and information about products and services, please go to "Products" at www.akvagroup.com and download the short version of the product catalogues. More information is also given in note 2 in the consolidated accounts. AKVA group ASA sells products and services within the business areas Cage Based Technology and Land Based Technology. For more detailed description and information about products and services, please go to "Products" at www.akvagroup.com and download the short version of the product catalogues. More information is also given in note 2 in the consolidated accounts.

"Skattefunn" 820 852 478
Government grants (in NOK 1 000)
Other
2015
-
2014
-
2013
18
"Skattefunn"
Total
820
820
852
852
478
496
Other - - 18
Total 820 852 496

Summary of significant accounting policies Note 1 Summary of significant accounting policies

AKVA group ASA is a public limited company registered in Norway. The company's head office is located in Nordlysveien 4, N-4340 Bryne, Norway.

Subsidiaries and investments in associates are valued at cost in the company accounts. The investment is valued as cost of acquiring shares in the subsidiary, providing they are not impaired. Write down to fair value will be carried out if the impairment is not considered temporary, and a write down is deemed necessary according to IFRS. Impairments are reversed when the indication no longer exist.

Business segments

The financial statement for AKVA group ASA have been prepared in accordance with the Norwegian accounting Act's §3-9 and the related regulation on simplified IFRS as approved by the Ministry of Finance on January 21st 2008. As a result the principles applied when preparing the balance sheet and the income statement are mainly based on International Financial Reporting Standards as adopted by EU (IFRS) and the disclosure notes have been prepared in accordance with the requirements of the Norwegian Accounting Act and accounting principles generally accepted in Norway (NGAAP). See note 1 in group accounts for more details of the accounting policy. st

Development
costs
Patents &
trademarks
Total
Development
costs
Patents &
trademarks
Total
2015 Goodwill Development
costs
Patents &
trademarks
Total
Acquisition cost at 01.01. 53 000 57 419 36 092 146 511
Acquisition cost during the year - 9 025 - 9 025
Disposals during the year - - - -
Acquisition cost 31.12. 53 000 66 444 36 092 155 536
Accumulated amortization at 01.01. - 36 752 30 321 67 074
Amortization during the year - 4 085 3 274 7 359
Accumulated amortization disposals during the year - - - -
Accumulated amortization 31.12. - 40 837 33 595 74 432
Net book value at 31.12. 53 000 25 606 2 497 81 103
2014 Goodwill Development
costs
Patents &
trademarks
Total
Acquisition cost at 01.01. 53 000 49 006 36 092 138 098
Acquisition cost during the year - 8 413 - 8 413
Disposals during the year - - - -
Acquisition cost 31.12. 53 000 57 419 36 092 146 511
Accumulated amortization at 01.01. - 33 393 27 048 60 440
Amortization during the year - 3 359 3 274 6 633
Accumulated amortization disposals during the year - - - -
Accumulated amortization 31.12. - 36 752 30 321 67 074
Net book value at 31.12. 53 000 20 667 5 771 79 437
2013 Goodwill Development
costs
Patents &
trademarks
Total
Acquisition cost at 01.01. 53 000 44 412 36 092 133 504
Acquisition cost during the year - 4 594 - 4 594
Disposals during the year - - - -

Intangible assets Note 7

2013 Goodwill Development
costs
Patents &
trademarks
Total
Acquisition cost at 01.01. 53 000 44 412 36 092 133 504
Acquisition cost during the year - 4 594 - 4 594
Disposals during the year - - - -
Acquisition cost 31.12. 53 000 49 006 36 092 138 098
Accumulated amortization at 01.01. - 27 562 23 774 51 336
Amortization during the year - 5 831 3 274 9 105
Accumulated amortization disposals during the year - - - -
Accumulated amortization 31.12. - 33 393 27 048 60 440
Net book value at 31.12. 53 000 15 613 9 044 77 657

The company uses linear amortization of all intangible assets. The useful economic life for the intangible assets are estimated as: Development 3-5 years, patents 20 years, trademarks 5 years and product rights 5-10 years.

Goodwill:

The goodwill is related to the aquisitions of Helgeland Plast AS and Superior Systems AS.

Development Costs:

The company has capitalised all direct costs related to development of software and tangible products that are expected to create economic benefits and meet the requirements for capitalisation in IAS 38. See also note 8.

Intangible assets (in NOK 1 000)

Note 5 Note 5

Taxes (in NOK 1 000) Taxes

4

Tax expense (in NOK 1 000) 2015 2014 2013
Change in deferred taxes 8 703 17 382 4 482
Effect of change in tax rate in Norway -949 - 491
Total tax expense 7 753 17 382 4 973

Calculation of the basis for taxation

Profit before tax 44 046 62 658 12 253
Permanent differences -11 814 1 721 3 754
Change in temporary differences -32 233 -64 379 -16 007
Tax base - - -

Specification of temporary differences

Current assets -3 359 -5 862 -5 253
Fixed assets 55 745 52 901 49 480
Provisions 4 019 -3 310 -4 984
Pension obligations 47 133 60
Losses carried forward -8 981 -28 623 -88 443
Total 47 472 15 239 -49 140
Calculated deferred tax assets (-liabilities) -12 817 -4 114 13 759
Effect of change in tax rate in Norway from 27 % to 25 % 949 - -491
Deferred tax asset (-liabilities) -11 868 -4 114 13 268
Effective tax rate (in NOK 1 000) 2015 2014 2013
Expected income taxes, statutory tax rate of 27% 11 893 16 918 3 431
Permanent differences (27%) -3 190 465 1 051
Effect of change in tax rate in Norway from 27 % to 25 % -949 - 491
Income tax expense 7 753 17 382 4 973
Tax loss carryforwards without time restrictions -8 981
Total -8 981

Expiry dates of Tax Loss Carry Forwards (in NOK 1 000)

Note 6 Net earnings per share Note 6 Net earnings per share

See details in note 6 in consolidated accounts.

Receivables due in more than

Reference is made to note 18 for more details of credit and currency risks related to accounts receivables.

(in NOK 1 000)

Note 13 Intercompany transactions and balances Intercompany transactions and balances (in NOK 1 000) (in NOK 1 000)

Accounts receivables The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is: The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is:

The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is: Bad debt provisions 2015 2014 2013 Bad debt provisions 2015 2014 2013

Other long-term investments
Other long-term investments
Currency
Currency capital
Share
capital
Share
capital
Number of
shares
Number of
capital
shares
shares
shares
Par value
(NOK)
(NOK)
Par value
Book value Owner
(NOK)
(NOK)
Book value Owner
ship
ship
Centre for Aquaculture Competence AS NOK
Centre for Aquaculture Competence AS NOK
Centre for Aquaculture Competence AS NOK
Centre for Aquaculture Competence AS NOK
Blue Planet AS
Blue Planet AS
NOK
NOK 450
450
1 350
450
150
450
150
1 350
2
150
1 000
150
1 000
50 000
2
1 000
153
1 000
153
50 000
100
33 %
153
153
33 %
100
7 %
Blue Planet AS
Blue Planet AS
NOK
Total
NOK 1 350 1 350
2
2
50 000
50 000
100
253
100
7 %
253
Total 253 253
Bad debt provisions
Bad debt provision last year
Bad debt provision last year
2015
5 200
5 200
5 250
2014
5 250
7 615
2013
7 615
Change in bad debt provision
Change in bad debt provision
-2 700
-2 700
-50
-2 365
-50
-2 365
Bad debt provision last year
Bad debt provision 31.12.
Bad debt provision 31.12.
5 200
2 500
2 500
5 200
5 250
5 200
5 250
7 615
5 250
Change in bad debt provision -2 700 -50 -2 365
Bad debt provision 31.12.
Recorded bad debt cost during the year
Recorded bad debt cost during the year
2 500
-2 302
-2 302
1 223
5 200
1 223
2
5 250
2
Change in bad debt provision
Change in bad debt provision
2 700
2 700
-50
-2 365
-50
-2 365
Recorded bad debt cost during the year
Total bad debt cost during the year
Total bad debt cost during the year
-2 302
398
1 173
398
1 223
1 173
-2 363
2
-2 363
Change in bad debt provision 2 700 -50 -2 365
Total bad debt cost during the year
Reference is made to note 18 for more details of credit and currency risks related to accounts receivables.
Reference is made to note 18 for more details of credit and currency risks related to accounts receivables.
398 1 173 -2 363

Polarcirkel AS Norway 100 % 100 1 000 100 110 Total 417 679 Polarcirkel AS Norway 100 % 100 1 000 100 110 Total 417 679 Total 417 679 Total 417 679 Note 10 continues

Note 11 Stock Stock (in NOK 1 000)

Stock (in NOK 1 000)
Stock (in NOK 1 000)
2015
2015
2014
2014
2013
2013
Stock (in NOK 1 000)
Stock (in NOK 1 000)
2015
2015
2014
2014
2013
2013
Raw materials (at cost)
Raw materials (at cost)
10 622
10 622
10 270
10 270
14 989
14 989
Raw materials (at cost)
Raw materials (at cost)
Work in progress (at cost)
Work in progress (at cost)
10 622
10 622
-
-
10 270
10 270
14 989
8
8
-
14 989
-
Work in progress (at cost)
Work in progress (at cost)
Finished goods (at net realisable value)
Finished goods (at net realisable value)
-
-
36 543
36 543
8
8
-
32 928
32 928
25 082
-
25 082
Finished goods (at net realisable value)
Finished goods (at net realisable value)
Total
36 543
36 543
47 166
47 166
32 928
32 928
25 082
43 206
43 206
40 071
25 082
40 071
Total 47 166
47 166
43 206
43 206
40 071
40 071
Write-down of obsolete stock 1.1
Write-down of obsolete stock 1.1
2 390
2 390
1 220
1 220
500
500
Write-down of obsolete stock 1.1
Write-down of obsolete stock 1.1
Write-down of obsolete stock during the year
Write-down of obsolete stock during the year
2 390
2 390
720
720
1 220
1 220
500
1 170
1 170
720
500
720
Write-down of obsolete stock during the year
Write-down of obsolete stock during the year
Write-down of obsolete stock 31.12
Write-down of obsolete stock 31.12
720
720
3 110
3 110
1 170
1 170
720
2 390
2 390
1 220
720
1 220
(in NOK 1 000) 2015 2015 2014
Receivables 2014 2013
Receivables 88 007 2015 2014
Loans to group companies 88 007 83 186
Loans to group companies 83 186 62 689
Current receivables towards group companies 26 592 27 775 45 818
Current receivables towards group companies 26 592 27 775
Loans to group companies 82 599 88 007 83 186
Other receivables towards group companies 82 599 69 897
Other receivables towards group companies 69 897 27 344
Current receivables towards group companies
Total
Other receivables towards group companies
197 197 26 592
197 197
27 775
180 857 135 851
180 857 135 851

Note 13 Intercompany transactions and balances Intercompany transactions and balances

Note 11 Note 11 Note 11

Note 12

Note 12 Note 12 (in NOK 1 000) Note 12 Receivables

Receivables (in NOK 1 000) Receivables (in NOK 1 000) Receivables due in more than (in NOK 1 000)

Total
Total
58
Total
Other long-term receivables
58
57
58
58
57
57
57
57
57
57
57
Other long-term receivables
Other long-term receivables
58
Other long-term receivables
58
57
58
57
57
57
57
57

4

Product rights, patents & trademarks:
Product rights, patents & trademarks:
Patents and trademarks are related to Polarcirkel/Wavemaster (2006) and Idema Aqua (2008)
one year
Receivables due in more than one year
Receivables due in more than
2015
2015
2014
2015
2014
2013
2014
2013
2013
one year
Other long-term receivables
Other long-term receivables
Other long-term receivables
2015
58
58
57
58
2014
57
57
57
2013
57
57
Total
Total
Other long-term receivables
58
58
57
58
58
57
57
57
57
57
57
57

- Buildings 25 - Buildings 25 Note 10 Note 10

Note 8 Note 8 Research and development Note 8

Patents and trademarks are related to Polarcirkel/Wavemaster (2006) and Idema Aqua (2008) Note 8

Note 9 Note 9 Tangible fixed assets Tangible fixed assets Tangible assets

Research and development Research and development During the year the company expensed MNOK 13.6 (MNOK 7.3 in 2014 and MNOK 6.8 in 2013) on research and Research and development During the year the company expensed MNOK 13.6 (MNOK 7.3 in 2014 and MNOK 6.8 in 2013) on research and development on new products and technology as well as upgrades on existing products. The amount does not include

During the year the company expensed MNOK 13.6 (MNOK 7.3 in 2014 and MNOK 6.8 in 2013) on research and development on new products and technology as well as upgrades on existing products. The amount does not include During the year the company expensed MNOK 13.6 (MNOK 7.3 in 2014 and MNOK 6.8 in 2013) on research and development on new products and technology as well as upgrades on existing products. The amount does not include capitalised development costs according to IAS 38 (see details in note 7). development on new products and technology as well as upgrades on existing products. The amount does not include capitalised development costs according to IAS 38 (see details in note 7). capitalised development costs according to IAS 38 (see details in note 7).

2015 2014 2013
Acquisition cost at 01.01. 51 305 41 963 38 026
Property, plant and equipment (in NOK 1 000) 2015 2014 2013
Property, plant and equipment (in NOK 1 000) 2015 2014 2013
Acquisition cost at 01.01. 51 305 41 963 38 026
Additions related to merger - - -
Additions related to merger - - -
Additions during the year 7 463 9 342 4 775
Acquisition cost at 01.01. 51 305 41 963 38 026
Acquisition cost at 01.01. 51 305 41 963 38 026
Additions during the year 7 463 9 342 4 775
Disposals during the year - - -838
Additions related to merger - - -
Additions related to merger - - -
Disposals during the year - - -838
Acquisition cost 31.12. 58 768 51 305 41 963
Additions during the year 7 463 9 342 4 775
Additions during the year 7 463 9 342 4 775
Acquisition cost 31.12. 58 768 51 305 41 963
Disposals during the year - - -838
Disposals during the year - - -838
Accumulated depreciation 01.01. 32 677 30 130 27 491
Acquisition cost 31.12. 58 768 51 305 41 963
Acquisition cost 31.12. 58 768 51 305 41 963
Accumulated depreciation 01.01. 32 677 30 130 27 491
Accumulated depreciation related to merger - - -
Accumulated depreciation related to merger - - -
Depreciation during the year 2 529 2 547 2 639
Accumulated depreciation 01.01. 32 677 30 130 27 491
Accumulated depreciation 01.01. 32 677 30 130 27 491
Depreciation during the year 2 529 2 547 2 639
Accumulated depreciation disposals during the year - - -
Accumulated depreciation related to merger - - -
Accumulated depreciation related to merger - - -
Accumulated depreciation disposals during the year - - -
Accumulated depreciation 31.12. 35 206 32 677 30 130
Depreciation during the year 2 529 2 547 2 639
Depreciation during the year 2 529 2 547 2 639
Accumulated depreciation 31.12. 35 206 32 677 30 130
Accumulated depreciation disposals during the year - - -
Accumulated depreciation disposals during the year - - -
Net book value 31.12. 23 562 18 628 11 833
Accumulated depreciation 31.12. 35 206 32 677 30 130
Accumulated depreciation 31.12. 35 206 32 677 30 130
Net book value 31.12. 23 562 18 628 11 833

Subsidiaries and other long-term investments Subsidiaries and other long-term investments

Subsidiaries accounted for according to the cost method in the parent company accounts

The company use linear depreciation for all tangible
assets. The useful economic life is estimated as:
Years:
assets. The useful economic life is estimated as:
- Machinery and equipment
The company use linear depreciation for all tangible
Years:
3-5
The company use linear depreciation for all tangible
- Machinery and equipment
- Buildings
assets. The useful economic life is estimated as:
3-5
25
Years:
Company name Location Share
ownership
and voting
rights
Share
capital
Number of
shares
Par value Book
value
(NOK 1 000) (NOK) (NOK 1 000)
AKVA group North America Inc Canada 100 % 476 419 760 1,1 5 253
AKVA group Scotland Ltd. Scotland 100 % 20 615 14 186 377 1,5 27 417
AKVA group Software AS Norway 100 % 2 174 500 4 348 45 073
AKVA group Chile S.A. Chile 100 % 50 408 199 874 252 53 000
AKVA group Services AS Norway 100 % 100 1 000 100 100
AKVAsmart Ltd. (Turkey) Turkey 100 % 7 591 200 37 954 7 910
Helgeland Plast AS Norway 100 % 1 100 1 100 000 1,0 66 543
Plastsveis AS Norway 70 % 1 462 2 150 680 19 000
Wise lausnir ehf Iceland 100 % 34 500 000 0,07 26 172
AKVA group Denmark A/S Denmark 100 % 1 331 1 030 000 1,3 47 520
Aquatec Solution A/S Denmark 100 % 645 1 000 645 101 780
AKVA group Australasia Pty Ltd. Australia 100 % 322 50 000 6 301
YesMaritime AS Norway 100 % 2 600 2 600 000 1 17 500
Polarcirkel AS Norway 100 % 100 1 000 100 110
Total 417 679

Note 9 Note 9 Tangible fixed assets

The company use linear depreciation for all tangible

(in NOK 1 000)

Total financial income
Dividend
Group contribution recognised as income
Agio gain
Other interest income
Interest income from group companies

The Company's long-term debt matures as follows: 2015 2014 2013 The Company's long-term debt matures as follows: 2015 2014 2013

AKVA group ASA's shares in Aquatec Solutions A/S, in total 500 at value DKK 1.000, are also pledged as security for the liabilities. liabilities. As of December 31st 2015 bank guarantees of MNOK 36.3 is issued on behalf of the Group.

As of December 31st 2015 bank guarantees of MNOK 36.3 is issued on behalf of the Group. Repayment of debt

Repayment of debt AKVA group ASA has in 2015 increased the debt for financing the acquisition of Aquatec Solutions A/S with a new bank

AKVA group ASA has in 2015 increased the debt for financing the acquisition of Aquatec Solutions A/S with a new bank loan of MNOK 64.47 at Danske Bank. loan of MNOK 64.47 at Danske Bank.

Less than 1 Year
Less than 1 Year
4-5 Years
13 878
13 878
145 163
13 278
13 278
93 725
10 105
10 105
2-3 Years
2-3 Years
More than 5 Years
27 829
27 829
3 960
27 791
27 791
2 560
24 211
24 211
4-5 Years 145 163 93 725 20 105
4-5 Years 145 163 93 725 20 105
Total 190 830 137 353 -
More than 5 Years 3 960 2 560 77 000
More than 5 Years 3 960 2 560 77 000
Average interest rate 3,11 % 3,35 % 3,71 %
Total 190 830 137 353 131 421
Total 190 830 137 353 131 421
Average interest rate
Average interest rate
*As of December 31st 2015 an amount of MNOK 13.878 of the long-term debt due within one year is, in accordance
3,11 %
3,11 %
3,35 %
3,35 %
3,71 %
3,71 %

*As of December 31st 2015 an amount of MNOK 13.878 of the long-term debt due within one year is, in accordance with IFRS, reclassified to short-term interest bearing debt in the balance sheet. with IFRS, reclassified to short-term interest bearing debt in the balance sheet.

Note 18 Specification of items that are grouped in the financial statement Specification of items that are grouped in the financial statement (in NOK 1 000) (in NOK 1 000)

Note 17 Liabilities to financial institutions (in NOK 1 000) Liabilities to financial institutions (in NOK 1 000)

(in NOK 1 000)
Financial income
2015 2014 2013
Financial income 2015 2014 2013
Interest income from group companies 4 236 4 004 4 359
Other interest income 1 428 1 380 69
Interest income from group companies 4 236 4 004 4 359
Agio gain - 5 822 4 584
Other interest income 1 428 1 380 69
Group contribution recognised as income 9 229 21 694 11 926
Agio gain - 5 822 4 584
Dividend 13 546 - -
Group contribution recognised as income 9 229 21 694 11 926
Total financial income 28 439 32 900 20 938
Dividend 13 546 - -
Financial expenses 2015 2014 2013
Financial expenses 2015 2014 2013
Interest expenses 5 010 4 925 6 091
Agio loss 4 868 - -
Interest expenses 5 010 4 925 6 091
Other financial expenses 3 221 1 091 2 459
Agio loss 4 868 - -
Total financial expenses 13 099 6 016 8 551
Other financial expenses 3 221 1 091 2 459

Long-term liabilities due in more than 5 years 2015 2014 2013

Note 18 Specification of items that are grouped in the financial statement

Total 3 960 2 560 77 000
Liabilities to financial institutions 3 960 2 560 77 000
Long-term liabilities due in more than 5 years 2015 2014 2013
Liabilities to financial institutions 3 960 2 560 77 000
Total 3 960 2 560 77 000
2015 2014 2013
Liabilities secured with assets 229 888 137 353 131 948
Secured assets: 2015 2014 2013
Accounts receivables third parties 79 405 79 794 20 375
Accounts receivables group companies 26 592 27 775 45 818
Stock 47 166 43 206 40 071
Other assets 23 562 18 628 250 000
Total 176 724 169 403 356 263
Total 176 724 169 403 356 263
Other assets 23 562 18 628 250 000
Stock 47 166 43 206 40 071
Accounts receivables group companies 26 592 27 775 45 818
Accounts receivables third parties 79 405 79 794 20 375
Less than 1 Year
The Company's long-term debt matures as follows:
The Company's long-term debt matures as follows:
2-3 Years
13 878
2015
2015
27 829
13 278
2014
2014
27 791
2013
2013
Less than 1 Year
Less than 1 Year
4-5 Years
13 878
13 878
145 163
13 278
13 278
93 725
10 105
10 105
2-3 Years
2-3 Years
More than 5 Years
27 829
27 829
3 960
27 791
27 791
2 560
24 211
24 211
4-5 Years 145 163 93 725 20 105
4-5 Years 145 163 93 725 20 105
Total 190 830 137 353 -
More than 5 Years 3 960 2 560 77 000
More than 5 Years 3 960 2 560 77 000
Average interest rate 3,11 % 3,35 % 3,71 %
Total 190 830 137 353 131 421
Total 190 830 137 353 131 421
Average interest rate 3,11 % 3,35 % 3,71 %
Average interest rate 3,11 % 3,35 % 3,71 %
Payables 2015 2014 2013
Trade payables towards group companies
Other current liabilities towards group companies
9 817
34 170
11 181
29 023
4 515
-
Total 43 987 40 204 4 515

Overdraft facilities is included in other receivables and other current liabilities in the amounts presented above.

Other receivables towards group companies 82 599 69 897 27 344 Note 13 continues

Intercompany transactions with subsidiaries 2015 2014 2013
Revenues 89 523 48 370 30 865
Cost of goods sold 67 497 31 432 21 050

Note 14 Note 14

2015 2014 2013
Restricted bank deposits 3 442 3 810 2 700
Overdraft limit 90 000 90 000 90 000
Utilised end of year 39 058 - 56 475

Bank deposits Bank deposits (in NOK 1 000) 4

Shareholders (in NOK 1 000)

Note 15 Shareholders

AKVA group ASA

The Company's share capital is MNOK 25.8 divided into 25.8 million shares, each with a par value of NOK 1. The Company has only one category of shares and all shares entitle shareholders to equal rights in the Company.

group management. See consolidated accounts note 14 about 20 largest shareholders and shares owned by members of the Board of Directors and group management.

Note 16

The pension schemes in AKVA group ASA is a defined contribution plan where agreed contributions are expensed as paid. The Company has no further commitments towards pensions when the agreed contributions are paid. All pensions costs are included in payroll expenses in the profit and loss statement.

Pensions Note 16

(in NOK 1 000) Pensions (in NOK 1 000)

Contribution plans 2015 2014 2013
Contributions expensed during the year 3 758 3 459 2 206

As of December 31st the Company has no pension liablity.

According to Norwegian legislation the entities need to have a pension scheme for the employees. The existing pension schemes meet the requirements in the legislation.

Note 19 Note 19

Financial instruments and risk management Financial instruments and risk management

Other operating expenses
2015
2014 2013
Accomodation, materials, equipment and maintenance 18 766 14 983 15 175
Marketing, travelling and communication 14 683 9 699 12 589
Other operating expenses 6 630 8 931 6 203
Total other operating expenses 40 079 33 613 33 967
Other current liabilities 2015 2014 2013
Accrued costs 3 924 22 455 19 807
Guarantee provisions 9 000 7 787 4 650
Other current liabilities 15 159 4 086 24 101
Contingent considerations 13 788 - -
Total other current liabilities 41 871 34 328 48 558

See consolidated accounts note 18 for more details about financial instruments and risk management.

Revenue and profits on long-term contracts are recognized using the percentage of completion method. This method implies that profit is recognised according to the progress of the work, whereas any losses are fully recorded when incurred.

Included in figures are primarily contracts on barges and cages, and only contracts valued over MNOK 3.0 are included.

2015 2014 2013
Total revenues from long-term contracts 382 386 457 823 119 393
Total value of ongoing contracts 31.12. 252 416 467 091 315 072
Total sales included from ongoing contracts 31.12. 129 080 310 227 52 441
Not invoiced work-in-progress included as accounts receivables 11 267 42 232 -
Prepayments from customers 42 297 33 466 9 768
Remaining production on loss contracts 31.12. - - -

Note 20 Note 20

Long-term contracts (in NOK 1 000) Long-term contracts (in NOK 1 000)

Other financial expenses 3 221 1 091 2 459 Note 18 continues

Options to employees (in NOK 1 000) (in NOK 1 000)

The company has entered into several operating leases for offices, machinery and other equipment. The cost is as follows:

Related parties The risk-free interest rate assumed when calculating the fair value was equal to the interest rate on goverment bonds at the time of the calculation.

Note 21 Operational leases Note 21

(in NOK 1 000) Operational leases (in NOK 1 000) AKVA group ASA

Strike price

The expected volatility is based on historic volatility for peer group companies (35%).

The term of the option

Note 22 Options to employees AKVA group ASA

See consolidated accounts note 14 about 20 largest shareholders and shares owned by members of the Board of
Operating leasing cost
Shareholders
2015
2014 2013
Directors and group management.
Operational leasing costs
1 554 1 499 1 716
Note 16
Rent costs on buildings
4 436
AKVA group ASA
3 531 3 775
Pensions
Total
5 990 5 030 5 491

Dividend

The calculation is based on no dividend being paid in the vesting period.

Risk-free interest rate

The future minimum rents related to non-cancellable leases fall due as follows for the company: The Company has only one category of shares and all shares entitle shareholders to equal rights in the Company.

The Company has no further commitments towards pensions when the agreed contributions are paid. All pensions costs Within 1 year See consolidated accounts note 14 about 20 largest shareholders and shares owned by members of the Board of 1 - 5 years After 5 years
are included in payroll expenses in the profit and loss statement. Directors and group management.
Machinery and equipment 216 386 -
Contribution plans
Vehicles
2015
Note 16
1 247
2014
1 650
2013
-
Offices and buildings Pensions
3 455
3 331 -
Contributions expensed during the year
Total
3 758
4 918
(in NOK 1 000)
3 459
5 367
2 206
-

Company has only one category of shares and all shares entitle shareholders to equal rights in the Company.

In 2012 the main office lease agreement (headquarter) was renewed for 5 years included an option to extend the lease for 2 more years. In 2015 the rent for main office was MNOK 2.6. As of December 31st the Company has no pension liablity. According to Norwegian legislation the entities need to have a pension scheme for the employees. The existing pension The pension schemes in AKVA group ASA is a defined contribution plan where agreed contributions are expensed as paid. Note 15 Shareholders

2015 schemes meet the requirements in the legislation.
2014
2013

The company had an option programme covering employees in selected senior positions. The option programme was established in connection with listing of the company at Oslo Stock Exchange in November 2006. As of December 31st the Company has no pension liablity. The Company has only one category of shares and all shares entitle shareholders to equal rights in the Company.

Total available options that can be issued 892 109 1 012 109 1 012 109
Note 16
Available options not issued at year end
892 109 892 109 892 109
Pensions
Options vested during the year
- 120 000 -
Oustanding options as per 31.12.
(in NOK 1 000)
- - 120 000

The fair value of the options has been estimated using the Black&Scholes option-pricing model. The average fair value of options granted is based on the following assumptions: The pension schemes in AKVA group ASA is a defined contribution plan where agreed contributions are expensed as paid. The Company has no further commitments towards pensions when the agreed contributions are paid. All pensions costs

The strike price is equal to the the stock exchange price at grant date. Contribution plans 2015 2014 2013

Volatility Contributions expensed during the year 3 758 3 459 2 206

In the calculations the expected period to vesting has been based on actual years to expiry of the options. According to Norwegian legislation the entities need to have a pension scheme for the employees. The existing pension

Note 24 Related parties Note 24 Related parties

The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries.

The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. AKVA group ASA has in 2015 transactions, in line with the company's ordinary course of business, to and from related parties of respectively MNOK 0.9 and MNOK 5.9. The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. AKVA group ASA has in 2015 transactions, in line with the company's ordinary course of business, to and

Outstanding balances at year-end are unsecured and interest free and settlement occurs in cash. As of December 31st the company had MNOK 0.2 in trade receivables and MNOK 0.9 in trade payables towards related parties. Outstanding balances at year-end are unsecured and interest free and settlement occurs in cash. As of December 31st the

average price per share was NOK 33.86 totalling the purchase price to MNOK 4.2. AKVA group ASA has in the period from September 10th to November 30th 2015 purchased 123,000 own shares. The average price per share was NOK 33.86 totalling the purchase price to MNOK 4.2.

Share buyback Note 26 Note 26

AKVA group ASA has in the period from September 10th to November 30th 2015 purchased 123,000 own shares. The Share buyback Share buyback

Subsequent events Note 27 Subsequent events Note 27 Subsequent events

See consolidated accounts note 24 for more details.

See consolidated accounts note 25 for more details.

See consolidated accounts note 26 for more details about subsequent events.

A new Subsea feeding system combined with underwater light.

Auditor´s Report

The financial statements of the Group comprise the consolidated statement of financial position as at

Vassbotnen 11a Forus, NO-4313 Sandnes Postboks 8015, NO-4068 Stavanger Tlf: + 47 51 70 66 00 www.ey.no Medlemmer av den norske revisorforening Statsautoriserte revisorer Ernst & Young AS Vassbotnen 11a Forus, NO-4313 Sandnes Postboks 8015, NO-4068 Stavanger

Foretaksregisteret: NO 976 389 387 MVA Foretaksregisteret: NO 976 389 387 MVA Tlf: + 47 51 70 66 00 Fax: + 47 51 70 66 01 www.ey.no Medlemmer av den norske revisorforening

To the Annual Shareholders' Meeting of AKVA group ASA To the Annual Shareholders' Meeting of

AUDITOR'S REPORT Report on the financial statements We have audited the accompanying financial statements of AKVA group ASA, comprising the financial statements for the Parent Company and the Group. The financial statements of the Parent Company comprise the balance sheet as at 31 December 2014, the statements of income and cash flows for the AUDITOR'S REPORT Report on the financial statements We have audited the accompanying financial statements of AKVA group ASA, comprising the financial statements for the Parent Company and the Group. The financial statements of the Parent Company comprise the balance sheet as at 31 December 2014, the statements of income and cash flows for the

31 December 2014,the statements of income, comprehensive income, cash flow and changes in equity for the year then ended as well as a summary of significant accounting policies and other explanatory information. The Board of Directors' and Chief Executive Officer's responsibility for the financial statements The Board of Directors and Chief Executive Officer are responsible for the preparation and fair presentation of these financial statements in accordance with the Norwegian Accounting Act and The financial statements of the Group comprise the consolidated statement of financial position as at 31 December 2014,the statements of income, comprehensive income, cash flow and changes in equity for the year then ended as well as a summary of significant accounting policies and other explanatory information. The Board of Directors' and Chief Executive Officer's responsibility for the financial statements The Board of Directors and Chief Executive Officer are responsible for the preparation and fair presentation of these financial statements in accordance with the Norwegian Accounting Act and

Dividend Note 25 Dividend Note 25 Dividend

Parent Company and the International Financial Reporting Standards as adopted by the EU for the accounting standards and practices generally accepted in Norway for the financial statements of the

financial statements of the Group, and for such internal control as the Board of Directors and Chief Executive Officer determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's responsibility Parent Company and the International Financial Reporting Standards as adopted by the EU for the financial statements of the Group, and for such internal control as the Board of Directors and Chief Executive Officer determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's responsibility

A dividend of 1.00 NOK per share was paid out on November 20th 2015 totalling a distributed amount of 25,736,303 NOK. th

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's

year then ended and a summary of significant accounting policies and other explanatory information.

accounting policies used and the reasonableness of accounting estimates made by management, as accounting policies used and the reasonableness of accounting estimates made by management, as

Note 23 Acquisitions Note 23 Acquisitions

In September AKVA group ASA acquired 100 % of the shares in Aquatec Solutions A/S.

See consolidated accounts note 22 for more details.

Articles of Association of AKVA group ASA

§ 1

The company's name is AKVA group ASA. The company is a public limited company.

§ 2

The company's registered office is in Time, 4340 Bryne.

§ 3

The purpose of the company is to conduct development, manufacturing, project man agement, sale and marketing of proprietary and purchased goods, and everything con nected to such activity, including participation in other companies with similar activities.

The activities of the company shall in particu lar be directed towards technology for farming of fish and animals.

§4

The company's share capital shall be NOK 25,834,303 divided into 25,834,303 shares at NOK 1 each. The company's shares shall be registered in the Norwegian Register of Se curities (VPS). Any transfer of shares shall be notified to VPS within 1 – one – month.

§ 5

The Board of Directors shall consist of from 4 to 10 members as decided from time to time by the general meeting. The Chairperson and one Board member jointly sign on behalf of the company.

§ 6

The ordinary general meeting of the company shall consider the following:

    1. The approval of the annual profit and loss statement and balance sheet.
    1. Application of the profit, or settlement of the deficit according to the approved balance sheet, as well as the distribution of dividends.
    1. Election of the Board of Directors
    1. Other issues that under Norwegian law are to be dealt with by the shareholders General Meeting.

§ 7

The company shall have a nomination committee consisting of at least 3 members elected by the general meeting. The nomi nation committee shall prepare the general meeting's election of board members and propose candidates for nominations. The general meeting may adopt instructions for the nomination committee.

§ 8

When documents concerning matters to be discussed at the general meeting are made available to the shareholders on the Com pany's website, the requirement in the Public Companies Act that such documents shall be sent to the shareholders shall not apply. This also applies to documents which, according to law, shall be included or enclosed to the notice of the general meeting. A shareholder may nonetheless request hard copies of such documents to be sent to him.

(Last updated May 24th 2011 - Translation from Norwegian)

Corporate Social Responsibility Corporate Governance

Corporate Social Responsibility

This report is made in accordance with the Norwegian Accounting Act, Section 3-3c, setting requirements for the companies to account for its handling of Corporate Social Responsibility. The report includes:

  • references to the company's guidelines related to following up its corporate responsibility, including any principles, procedures and standards to be adhered to. If such guidelines have not been prepared, information to that effect is given
  • how the company works to translate the principles, procedures, standards and guidelines mentioned above into action
  • the company's assessment of the results achieved as a consequence of working with corporate responsibility and any expectations to results in the time to come

Basis for AKVA group ASA's Corporate Social Responsibility

The company's handling of its Corporate Social Responsibility is based on AKVA group's core values and principles, applicable laws and regulations as well as generally accepted principles and practices for good corporate governance.

AKVA group ASA approach Corporate Social Responsibility as a continuous process, seeking constant improvement in awareness, processes as well as adoption to new regulations and understandings.

AKVA group ASA's Vision and Values

AKVA group's vision is to be a Technology and Service Partner to the global aquaculture industry. AKVA group's mission is to be a profitable supplier of knowledge based solutions and services in order to improve our customer's profitability and sustainability.

AKVA group's core values are:

  • Customer Focus
  • Aquaculture Knowledge
  • Reliability
  • Enthusiasm

The vision and values of the Group forms the foundation of our commercial activity and strategies as well as our behavior as an entity and individuals.

Our Vision and Values are actively communicated internally and externally describing AKVA group ASA as an entity, as well as actively used as general guidelines for behavior, priorities and decisions in day to day management. Our Vision and Values are made available on our website, our intranet as well as in presentations and material distributed internally to our employees as well as externally to customers and stakeholders.

AKVA group ASA's Code of Conduct

AKVA group has an established Code of Conduct giving detailed instructions on regulations, policies and guidelines for responsible as well as acceptable behavior and conduct. The Code of Conduct applies to all employees, including temporary personnel, of the Group throughout the world as well as to the Directors of the Board in AKVA group ASA and its subsidiaries.

The purpose of the Code of Conduct is to ensure that all persons acting on behalf of AKVA group perform their activities in an ethical way and in accordance with the standards AKVA group sets in its regulations, policies and guidelines. It is AKVA group's policy to comply with all applicable laws and governmental rules and regulations. The code is an important tool to secure compliance with these laws, rules and regulations.

The Code of Conduct is published on the Group's intranet available for all employees in the Group. The code is also enclosed as a part of new employment contracts, making sure all new employees have the proper understanding necessary to comply. The code gives clear instructions to all managers in the Group to make sure the code is known and complied with by all employees.

Violation of this Code of Conduct is not tolerated and may in accordance with relevant legislation lead to internal disciplinary actions, dismissal or even criminal prosecution. Should an improper practice or irregularity occur within the Company, the Company is committed to make necessary corrections and take remedial action to prevent reoccurrence.

The Code of Conduct covers the following main areas:

  • Policy on personal conduct and behavior based on mutual respect
  • Restrictive policy on use of intoxicants
  • Policy on equal opportunity
  • Policy on anti-corruption and conflict of interest
  • Policy on compliance with laws and regulations including laws and regulations on antitrust and competition as well as insider trading

The Code of Conduct is regularly revised in order to ensure adoptions to new regulations and understandings of good governance and conduct. The Code of Conduct was last revised in 2014.

Policy areas of special importance for AKVA group in our effort to follow up our corporate social responsibility are given a broader presentation below.

Equal Opportunities

AKVA group is committed to an inclusive work environment and appreciates and recognizes that all people are unique and valuable, and should be respected for their individual abilities. AKVA group does not accept any form of harassment or discrimination on the basis of gender, religion, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age or political opinion.

AKVA group shall provide equal employment opportunity and treat all employees fairly.

4

AKVA group employees and business units shall only use merit, qualifications and other professional criteria as basis for employeerelated decisions, regarding for instance recruitment, training, compensation and promotion. AKVA group encourage commitment developing programs and actions to promote a diverse organization based on the principle of equal opportunity.

The policy for equal opportunity is stated in the Group's Code of Conduct. It is followed up as part of daily management in the different entities of the Group.

AKVA group currently has subsidiaries in eight countries employing a diversified work force in terms of gender, religion, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age and political opinion.

Policies and actions to prevent corruption

AKVA group has a zero tolerance policy on corruption.

Bribery

Employees in AKVA group shall not offer or accept any bribes. Bribery occurs when a person gives or offers a gift or favor for himself to achieve an unfair advantage. AKVA group also do not allow so-called "facilitation payments", ie payments made to secure or expedite a transaction.

Gifts, favors and entertainment

Employees in AKVA group should exercise caution in giving and receiving gifts, services and other benefits.

Gifts, services and benefits shall not go beyond what is considered normal and reasonable in the country the operation is located. The size and circumstances of gifts, services and benefits that are given or received shall be such that an employee should be able to tell openly about this.

The policy outlines that gifts, etc., shall under no circumstances be given or received, if we are talking about:

  • a negotiation, an application, or offers or situation which is expected in return, or
  • money, loans and private services, or
  • frequent gifts or
  • gifts to public officials or politicians, or
  • gifts with specific conditions or
  • gift whose value exceeds \$ 100 (without the prior written consent of the parent)

Employees must in addition to these guidelines, follow local regulations, including tax laws.

Actions and status

The policy and guidelines to prevent corruption and fraud is stated in AKVA group ASA's Code of Conduct, made known to all employees on the Group's intranet as well as included as part of all employment agreements entered into by the Group.

Special management attention is given to safeguard the strict anti-corruption policy, enforcing strong awareness of employees on all levels. Systematic actions implemented includes:

• Sales and projects staff working towards and/or operating in markets with historical records of corruption are followed up with special information and training courses aimed at enhancing understanding and awareness.

  • Integrity due diligence is conducted on new agents as well as distributors and cooperating partners in export markets
  • Anti-corruption clauses are included in new agent and distributor agreements
  • Anti-corruption clauses are today included in significant contracts in emerging markets

Anti-corruption clauses are implemented in all significant contracts with suppliers and customers from 2014 and onwards.

As of today no reported incident of corruption, involving AKVA group is reported to or known by the Management or the Directors of the Board in AKVA group.

Integrity and conflicts of interest

Conflicts of Interest

Employees in AKVA group shall not attempt to gain advantage for themselves or relatives that are unlawful, or in any way may be in violation of AKVA group's interests or reputation.

Duty, positions and ownership of external business

Employees in AKVA group shall not be involved in matters or enter into agreements that may conflict with or damage AKVA group's interests, or provide them with benefits. This includes conditions where it can be questioned that person's independence because that person, the person's family or other person has close connections to have financial interests in the relationship that comes with AKVA group.

Employees in AKVA group shall avoid relationships or agreements that may affect his or her actions or judgment and cast doubt on the independence. Employees in AKVA group shall avoid ownership interests or directorships in other companies if this is likely to undermine the loyalty to AKVA group.

Board positions and/or equity investment in companies that compete or are doing business with AKVA group shall always be approved by the employee's supervisor in advance.

Political activity

AKVA group does not provide any form of financial or other support directly to political parties. AKVA group may support or promote political views in matters affecting its business interests.

Prohibition on the purchase of sexual services

Purchase of sexual services on a business trip or in connection with the execution of an assignment or work for AKVA group is unacceptable and should not occur.

Purchase of sexual services is prohibited by law in Norway. This prohibition also applies abroad for Norwegian citizens and persons with permanent residence in Norway.

Actions and status

The policy and guidelines on integrity and conflict of interest are stated in AKVA group ASA's Code of Conduct and made known to all employees on the Group's intranet as well as included as part of all employment agreements entered into by the Group.

Violation is not tolerated and may in accordance with relevant legislation lead to internal disciplinary actions, dismissal or even criminal prosecution. Should an improper practice or irregularity occur within the Company, the Company is committed to make necessary corrections and take remedial action to prevent reoccurrence.

4

No violations of the policy and guidelines for Integrity and Conflict of Interest have been reported to the Management or Board of Directors during 2015.

Compliance with laws and regulations

Compliance with national laws and regulations are the basis for AKVA group's operations in all countries.

Company employees and directors in AKVA group shall:

  • comply with all applicable laws and regulations when acting on behalf of the company, including the obligation to report and pay taxes;
  • under no circumstances cause or contri bute to violations of the general and specific competition regulations, such as price-fixing, illegal market sharing or other conduct in violation of applicable competition laws;
  • comply with applicable legislation and internal instructions on insider trading and insider information, including failure to provide or advise on the sale of securi ties in AKVA group or other listed companies on the basis of non-public information made available through the work of AKVA group, which may influence the price of securities if it becomes widely known.

The policy and guidelines on compliance with laws and regulations are stated in AKVA group ASA's Code of Conduct and made known to all employees on the Group's intranet as well as included as part of all employment agreements entered into by the Group.

AKVA group has developed and issued guidelines for insiders in accordance with the recommendations set by Oslo Stock Exchange. No incidents of non-compliance with the policies of Compliance have been reported to the Management or the Board of Directors in 2015.

Sosial responsibility

External standards AKVA group follows

AKVA group follow the principles of the UN Global Compact that include:

Human Rights

Businesses should support and respect the protection of internationally recognized human rights, and ensure that they are not complicit in human rights abuses.

Labour standards

Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining, put an end to all forms of forced labor, bringing child labor to an end and put an end to discrimination in respect of employment and occupation.

Environment

Businesses should support a precautionary principle in relation to environmental challenges, undertake initiatives to promote greater accountability in relation to the environment and encourage the development and diffusion of environmentally friendly technologies.

Anti-corruption

Businesses should work against all forms of corruption, including extortion and bribery.

Requirements for AKVA group's suppliers regarding Social Responsibility including the principles of the UN Global Compact

AKVA group's suppliers should have implemented standards of Social Responsibility and should follow the principles of the UN Global Compact.

Suppliers that violate basic standards of ethics and corporate responsibility may be dismissed as suppliers of AKVA group and may be considered disqualified from delivering quotes.

Good working conditions

All employees in AKVA group shall have high levels of safety in their work and we expect our suppliers to maintain responsible labor practices.

Employees in AKVA group are free to join trade unions of their choice. Management in all companies in the Group shall facilitate a good working relationship with staff and trade unions.

Openness and dialogue with stakeholders

AKVA group want an open and constructive dialogue with people, organizations and other stakeholders affected by our operations. The goal is that openness, dialogue and public reporting will help to improve our business.

Reference to AKVA group's adoption of UN Global Compact was implemented as standard in contracts with suppliers and customers from 2014 and onwards.

No incidents or violations of policies within the area of Social Responsibility have been reported to the Management or Board of Directors in 2015.

Sustainable environment

AKVA group develop, design, produce and deliver technology and service to a global aquaculture industry supplying healthy seafood to a global population. A principal part of AKVA group's mission as a technology and service partner is to enhance the sustainability of our customers operations.

AKVA group designs and produces technology in accordance with high national and international standards implemented to safeguard sustainable production and HSE. In Norway all technology designed and delivered are in accordance with NS9415, representing the highest international technology standard in the industry. Technology based on this standard is as a main rule provided to export markets.

Annually AKVA group allocates substantial financial resources developing more sustainable technologies for the global aquaculture industry, targeting improved fish welfare as well as solutions to environmental issues, such as the challenge of escapes as well as sealice in the salmon industry.

AKVA group currently works towards ISO14001 certification of its operations.

No incidents or violations of AKVA group's policies on Sustainable Environment have been reported to the Management or the Directors of the Board in 2015.

4

Corporate Governance in AKVA group ASA

AKVA group ASA's objective is to create the greatest possible value for its shareholders over time. Strong corporate governance will contribute to reducing risk and ensure sustainable value creation.

Pursuant to section 3-3(b) of the Norwegian Accounting Act and the Code (as defined below), the Board reviews and updates the Company's principles for corporate governance on an annual basis. This report is included in the Company's annual report.

1. Implementation and reporting on corporate governance

The Board of Directors must ensure that the Company implements sound corporate governance.

The Board of Directors must provide a report on the Company's corporate governance in the directors' report or in a document that is referred to in the directors' report. The report on the Company's corporate governance must cover every section of the Code of Practice. If the Company does not fully comply with this Code of Practice, the company must provide an explanation of the reason for the deviation and what alternative solution it has selected.

The Board of Directors should define the Company's basic corporate values and formulate ethical guidelines and guidelines for corporate social responsibility in accordance with these values.

AKVA group ASA ("AKVA group" or the "Company", and together with its subsidiaries the "Group") has defined guidelines for corporate governance, and the Board has decided to follow the Norwegian Code of Practice for Corporate Governance (the "Code") as approved by the Norwegian Corporate Governance Board ("NCGB"). The Code was last revised 30 October 2014.

AKVA group has furthermore defined its own corporate Code of Conduct and defined values upon which the Company should base its activity. These principles also apply to AKVA group's subsidiaries to the extent they are relevant. The Company has guidelines for corporate social responsibility that are reviewed on a yearly basis and are included in the Annual Report.

4 Deviation from the Recommendation: None other than as stated above.

The individual recommendations in the Code are discussed below. The Code and its recommendations are available on the NCGB website at www.nues.no. To a large extent AKVA group's principles correspond to the Code. Possible deviations from the Code are discussed under the relevant sections below, and any deviation is accounted for and any alternative practice adopted by the company explained.

2. Business

The Company's business should be clearly defined in its articles of association. The Company should have clear objectives and strategies for its business within the scope of the definition of its business in its articles of association. The annual report should include the business activities clause from the articles of association and describe the Company's objectives and principal strategies.

Paragraph 3 in the Company's articles of association (the "Articles of Association") states: "The purpose of the Company is to develop, produce, project, sell and market own and purchased products, and everything connected to such activity, including participation in other companies with similar activities. The activities of the Company shall in particular be directed towards technology for farming of fish and animals." The full Articles of Association are included in the Annual Report. The Company's strategic goals and objectives are described thoroughly in the report.

4 Deviation from the Recommendation: None

3. Equity and dividends

The Company should have an equity capital at a level appropriate to its objectives, strategy and risk profile. The Board of Directors should establish a clear and predictable dividend policy as the basis for the proposals on dividend payments that it makes to the general meeting. The dividend policy should be disclosed. The background to any proposal for the Board of Directors to be given a mandate to approve the distribution of dividends should be explained. Mandates granted to the Board of Directors to increase the Company's share capital should be restricted to defined purposes. If the Annual General Meeting is to consider mandates to the Board of Directors for the issue of shares for different purposes, each mandate should be considered separately by the meeting. Mandates granted to the Board should be limited in time to no later than the date of the next Annual General Meeting. This should also apply to mandates granted to the Board for the Company to purchase its own shares.

At year end 2015 the Company had a consolidated equity of MNOK 428 which accounts for 39.6 % of the total consolidated assets of the Company. It is the view of the Board of Directors that the above stated equity capital level is appropriate in consideration of the Company's objectives, strategy and risk profile.

Dividend policy:

The Company's main objective is to maximise the value of the investment made by its shareholders through both increased share prices and dividend payments. The dividend level shall reflect the present and expected future cash generating potential of AKVA group. AKVA group will target a net interest-bearing debt/equity ratio of less than 0.5x. When the target debt vs. equity level is met, at least 60% of the annual free cash flow after operational and financial commitments is intended to be distributed as dividend. Applicable statutory restrictions shall be observed.

AKVA group aims to pay out dividend twice every year, after the second and fourth quarter.

The dividend policy has been established by the Board of Directors and is disclosed on the Company's website.

AKVA group in November 2015 paid out a dividend of NOK 1.00 per share, in total NOK 25,736,303.

In order to enable the Company to maintain the dividend policy, the Board of Directors will propose that the Annual General Meeting to be held in May 2016 authorizes the Board of Directors pursuant to the Norwegian Public Limited Liability Companies Act (the "Public Companies Act" or the "Act") § 8-2(2) to approve the distribution of dividends based on the Company's annual accounts for 2015. The authority may be used to approve the distribution of dividends up to an aggregate amount of NOK 75,000,000. The authorization shall be in force from the date of the general meeting until the earlier of the time of the annual general meeting in 2017 and 30 June 2017.

The general meeting in 2015 resolved to grant the Board authorization to increase the Company's share capital by up to NOK 2,583,430 through subscription of new shares. The authorization does not authorize the Board to waive the pre-emptive right of shareholders pursuant to section 10-4 of the Public Companies Act, nor carry out a capital increase through payments in non-monetary assets, nor incur special obligations on behalf of the company as set out in section 10-2 of the Act, nor decisions on mergers pursuant to section 13-5 of the Act, and may not be used in connection with the Company's option program.

The authorization is in force from the date of the general meeting until the earlier of the date of the annual general meeting in 2016 and 30 June 2016. This authorization replaced all previous authorizations to the Board to increase the Company's share capital.

The Board of Directors has proposed that the annual general meeting to be held in May 2016 repeats the authorization granted to the Board of Directors in 2015 with a limitation corresponding to 10% of authorized share capital, but so that the Board is authorized to waive the pre-emptive right of shareholders pursuant to section 10-4 of the Public Companies Act, carry out a capital increase through payments in non-monetary assets, incur special obligations on behalf of the Company as set out in section 10-2 of the Act, and decide on mergers pursuant to section 13-5 of the Act, and so that the authorization may be used in connection with the Company's option program. The new authorization shall expire at the earlier of the annual general meeting in 2017 and 30 June 2017. It is further proposed that the new authorization shall replace all previous authorizations to the Board of Directors to increase the Company's share capital.

The general meeting in 2015 also resolved to grant the board authorization to acquire own shares which have been fully paid in accordance with the rules of §§ 9-2 – 9-4 of the Act. The shares to be acquired under this authorization shall not be acquired at a higher value than market terms on a regulated market where the shares are traded. This authorization may be used one or several times. The aggregate maximum face value of the shares which the Company may acquire pursuant to this authorization is NOK 645,857, which equals approximately 2.5 % of the Company's share capital.

Acquisitions of shares pursuant to this authorization may only take place if the Company's distributable reserves according to the most recent balance sheet exceed the purchase price for the shares to be acquired. The Board is free to determine how the Company's own shares will be acquired and sold, provided that an acquisition under this authorization must be in accordance with prudent and good business practice, with due consideration to losses which may have occurred after the balance-sheet date or to expected such losses.

The authorization is valid until the annual general meeting of 2016, however, no longer than until 30 June 2016. This authorization replaced the authorization for acquisition of own shares granted by the annual general meeting on 7 May 2015.

The Board of Directors has proposed that the annual general meeting to be held in May 2016 repeats the authorization granted to the Board of Directors in 2015, and that the new mandate shall expire at the earlier of the annual general meeting in 2017 and 30 June 2017. It is further proposed that the new authorization shall replace all previous authorizations to the Board of Directors to purchase own shares.

Deviation from the Recommendation: 4

The authorization to increase the share capital is not restricted to defined purposes as recommended by the Code, and consequently the general meeting does not vote separately on the authorization concerning each purpose. The Board of Directors is of the view that it is in the common interest of the Company and its shareholders that the Company is able to raise equity on short notice in connection with transactions etc. without first having to convene an extraordinary general meeting for approving the share capital increase.

The authorization to acquire own shares is not restricted to defined purposes as recommended by the Code, and consequently the general meeting does not vote separately on the authorization concerning each purpose. The Board of Directors is of the view that it is in the common interest of the Company and its shareholders that the Company is able acquire own shares on short notice without first having to convene an extraordinary general meeting for approving such buy-back.

4. Equal treatment of shareholders and transactions with close associates

The Company should only have one class of shares.

Any decision to waive the pre-emption rights of existing shareholders to subscribe for shares in the event of an increase in share capital should be justified. Where the Board of Directors resolves to carry out an increase in share capital and waive the pre-emption rights of existing shareholders on the basis of a mandate granted to the Board, the justification should be publicly disclosed in a stock exchange announcement issued in connection with the increase in share capital.

Any transactions the Company carries out in its own shares should be carried out either through the stock exchange or at prevailing stock exchange prices if carried out in any other way. If there is limited liquidity in the Company's shares, the Company should consider other ways to ensure equal treatment of all shareholders.

In the event of any not immaterial transactions between the Company and shareholders, a shareholder´s parent company, members of the Board of Directors, executive personnel or close associates of any such parties, the Board should arrange for a valuation to be obtained from an independent third party.

This will not apply if the transaction requires the approval of the general meeting pursuant to the requirements of the Public Companies Act. Independent valuations should also be arranged in respect of transactions between companies in the same group where any of the companies involved have minority shareholders.

The Company should operate guidelines to ensure that members of the Board of Directors and executive personnel notify the Board if they have any material direct or indirect interest in any transaction entered into by the Company.

Class of shares, pre-emptive rights and transactions in own shares

AKVA group has only one class of shares. The Articles of Association place no restrictions on voting rights. All shares are treated equal.

If the proposals for authorization to the Board of Directors to approve increases in share capital referred to above are approved, the Board may decide to waive the shareholder's pre-emptive rights in connection with a share capital increase approved under the authorization. In the event is considering, any decision by the Board of Directors to waive the pre-emptive rights of shareholders will only be made after careful consideration and if such waiver can be properly justified in the relevant circumstances.

In the event the Board of Directors would propose to the general meeting that the pre-emptive rights of shareholders should be waived, this proposal would be justified in the notice of the general meeting.

Any transactions carried out by the Company in its own shares will be carried out either on the Oslo Stock Exchange or at prevailing stock market prices. In situations with limited liquidity in the Company's shares, the Board of Directors will consider alternatives in order to ensure the equal treatment of shareholders.

Transactions between related parties

The Company is not aware of any potential conflicts of interest between the duties owed to the Company by the members of the Board of Directors or the Company's management, and their private interests or other duties. The Company is party to facility lease agreements with companies that are controlled by shareholders of AKVA group; however, these are all based on arm's length market terms.

In order to avoid conflicts of interest, the Company has introduced guidelines pursuant to which members of the Board of Directors and the Company's management must act.

Guidelines for directors and key management personnel

The Board has implemented guidelines to ensure that members of the Board and executive personnel shall notify the Board in the event they have any material direct or indirect interest in any transaction entered into by the Company.

5. Freely negotiable shares

The Company's shares must, in principle, be freely negotiable. Therefore, no form of restriction on negotiability should be included in a Company's articles of association.

The shares are freely negotiable. The Articles of Association place no restrictions on negotiability.

6. General meetings

The Board of Directors should take steps to ensure that as many shareholders as possible may exercise their rights by participating in general meetings of the Company, and that general meetings are an effective forum for the views of shareholders and the Board.

Such steps should include:

Deviation from the Recommendation: None other than as stated above 4

  • making the notice calling the meeting and the support information on the resolutions to be considered at the general meeting, including the recommendations of the nomination committee, available on the Company's website no later than 21 days prior to the date of the general meeting
  • ensuring that the resolutions and supporting information distributed are sufficiently detailed and comprehensive to allow shareholders to form a view on all matters to be considered at the meeting
  • setting any deadline for shareholders to give notice of their intention to attend the meeting as close to the date of the meeting as possible
  • the Board of Directors and the person chairing the meeting making appropriate arrangements for the general meeting to vote separately on each candidate nominated for election to the Company's corporate bodies
  • ensuring that the members of the Board of Directors and the nomination committee and the auditor are present at the general meeting
  • making arrangements to ensure an inde pendent chairman for the general meeting

Deviation from the Recommendation: None 4

Shareholders who cannot attend the meeting in person should be given the opportunity to vote.

The Company should:

  • provide information on the procedure for representation at the meeting through a proxy,
  • nominate a person who will be available to vote on behalf of shareholders as their proxy
  • to the extent possible prepare a form for the appointment of a proxy, which allows separate voting instructions to be given for each matter to be considered by the meeting and for each of the candidates nominated for election.

The annual general meeting for 2015 was held on the 7th of May, and was in all material respect carried through in accordance with item 6 in the recommendation with the following exceptions:

  • The Company does not appoint an independent proxy to vote on behalf of shareholders. In the Company's opinion the shareholder interests are duly protected through participation with a personal proxy or by granting a proxy with voting instructions to the chairman of the meeting, the chairman of the board or any person appointed by him.

The annual general meeting in 2015 was chaired by an independent chairman. It is the intention of the Board of Directors to nominate an independent chairman also for future annual general meetings.

AKVA group did not conduct any Extraordinary General Meetings in 2015.

7. Nomination committee

The Company should have a nomination committee, and the general meeting should elect the chairperson and members of the nomination committee and should determine the committee's remuneration.

The nomination committee should have contact with shareholders, the Board of Directors and the Company's executive personnel as part of its work on proposing candidates for election to the Board.

The nomination committee should be laid down in the Company's articles of association. The general meeting should stipulate guidelines for the duties of the nomination committee.

The members of the nomination committee should be selected to take into account the interests of shareholders in general. The majority of the committee should be independent of the Board of Directors and the executive personnel. At least one member of the nomination committee should not be a member of the corporate assembly, committee of representatives or the Board.

No more than one member of the nomination committee should be a member of the Board of Directors, and any such member should not offer himself for re-election to the Board. The nomination committee should not include the Company's chief executive or any other executive personnel.

Deviation from the Recommendation: None other than as stated above 4

The nomination committee's duties are to propose candidates for election to the corporate assembly and the Board of Directors and to propose the fees to be paid to members of these bodies.

The nomination committee should justify its recommendations.

The Company should provide information on the membership of the committee and provide suitable arrangements for shareholders to submit proposals to the committee for candidates for election.

The Articles of Association provide for a Nomination Committee. The Nomination Committee shall evaluate and recommend candidates for Directors elected by the shareholders as well as Directors' remuneration, both for the Board of Directors and for the Nomination Committee itself. The Nomination Committee shall consider and recommend to the shareholders for resolution at the general meeting on the following matters:

  • Candidates for election as members of the Board of Directors
  • Candidates for election as members of the Nomination Committee and the Chairman of the Committee
  • The proposed remuneration of the Board of Directors and the members of the Nomination Committee
  • Any proposed amendments to the Nomination Committee Charter
  • Approve the text in the Annual report (Corporate Governance section) of the company, related to the Nomination Committee

101 l 112

The Nomination Committee shall consist of three members elected by the shareholders at the general meeting. The Nomination Committee's chairperson shall be a member of the Nomination Committee and shall be elected by the shareholders at the general meeting.

The nomination committee's work is based on the Nomination Committee Charter approved by the Annual General Meeting in May 2007, which includes appropriate arrangements for shareholders to submit proposals to the committee for candidates for election.

Composition

The current nomination committee was elected by the ordinary Annual General Meeting on 7 May 2015 and consists of:

  • Eivind Helland, (chair, for 2 years) General Manager, Blue Planet AS
  • Bjørnar Mikalsen (for 2 years), Head of Sales, Skretting Nord
  • Therese Log Bergjord (for 2 years), Managing Director, Compass Group Norway

None of the nomination committee members are members of the Board of Directors.

The Nomination Committee is of the opinion that the composition reflects the common interest of all the Company's shareholders.

The work of the Committee

The Nominating Committee has held 4 meetings since the 2015 general meeting.

8. Corporate assembly and Board of Directors: composition and independence

The composition of the corporate assembly should be determined with a view to ensuring that it represents a broad cross-section of the Company's shareholders.

The composition of the Board of Directors should ensure that the Board can attend to the common interests of all shareholders and meets the Company's need for expertise, capacity and diversity. Attention should be paid to ensuring that the Board can function effectively as a collegiate body.

The composition of the Board of Directors should ensure that it can operate independently of any special interests. The majority of the shareholder-elected members of the Board should be independent of the Company's executive personnel and material business contacts. At least two of the members of the Board elected by shareholders should be independent of the Company's main shareholder(s).

Deviation from the Recommendation: None 4

The Board of Directors should not include executive personnel. If the Board does include executive personnel, the Company should provide an explanation for this and implement consequential adjustments to the organisation of the work of the Board, including the use of Board committees to help ensure more independent preparation of matters for discussion by the Board, cf. Section 9.

The chairman of the Board of Directors should be elected by the general meeting so long as the Public Companies Act does not require that the chairman must be appointed either by the corporate assembly or by the Board of Directors as a consequence of an agreement that the Company shall not have a corporate assembly.

The term of office for members of the Board of Directors should not be longer than two years at a time.

The annual report should provide information to illustrate the expertise of the members of the Board of Directors, and information on their record of attendance at Board meetings. In addition, the annual report should identify which members are considered to be independent.

Members of the Board of Directors should be encouraged to own shares in the Company.

The Board of Directors consists of 10 members, and currently has the following composition: Hans Kristian Mong (Chairperson), Anne Breiby (Deputy Chairperson), Frode Teigen, Evy Vikene, Nils Viga, Anthony James, Tore Obrestad, Carina Jensen and Henrik A. Schultz. The 3 latter directors have been elected by and from the employees.

All Board members are elected for a period not exceeding 1 year. All of the shareholderelected members of the Board are independent from executive management and material business contacts. Three of the shareholderelected members of the Board are independent from the main shareholders of the Company. The Board of Directors elects the Chair and the Deputy Chair. All the members of the Board are generally encouraged to own shares in the Company.

Hans Kristian Mong and Frode Teigen represent the largest shareholder of the Company, Egersund Group AS. Anthony James represents Wheatsheaf Investments Ltd, the second largest shareholder of the Company. The other members of the Board of Directors are independent of shareholders and other stakeholders. Further details of the individual directors can be found in the Annual Report.

The nomination committee's recommendation of candidates, including the basis of the recommendation, will be appended to the notice for the annual general meeting, which will be published on the Company's website and on the Oslo Stock Exchange's reporting site, www.newsweb.no.

9. The work of the Board of Directors

The Board of Directors should produce an annual plan for its work, with particular emphasis on objectives, strategy and implementation.

The Board of Directors should issue instructions for its own work as well as for the executive management with particular emphasis on clear internal allocation of responsibilities and duties.

In order to ensure a more independent consideration of matters of a material character in which the chairman of the Board is, or has been, personally involved, the Board's consideration of such matters should be chaired by some other member of the Board.

Deviation from the Recommendation: None 4

The Public Companies Act stipulates that large companies must have an audit committee. The entire Board of Directors should not act as the Company's audit committee. Smaller companies should give consideration to establishing an audit committee. In addition to the legal requirements on the composition of the audit committee etc., the majority of the members of the committee should be independent.

The Board of Directors should also consider appointing a remuneration committee in order to help ensure thorough and independent preparation of matters relating to compensation paid to the executive personnel. Membership of such a committee should be restricted to members of the Board who are independent of the Company's executive personnel.

4

The Board of Directors should provide details in the annual report of any Board committees appointed.

The Board of Directors should evaluate its performance and expertise annually.

Board responsibilities

The Board of Directors has the final responsibility for the management and organisation of the Company and supervising routine management and business activities. This involves that the Board is responsible for establishing control arrangements to secure that the Company operates in accordance with the adopted values and Code of Conduct as well as with shareholders' expectations of good corporate governance. The Board of Directors primarily looks after the interests of all the shareholders, but is also responsible for the Company's other stakeholders.

The Board's main task is to ensure that the Company develops and creates value. Furthermore the Board of Directors shall contribute to the shaping of and implementation of the Group's strategy, ensure appropriate supervision and control of management and in other ways ensure that the Group is well operated and organised. The Board sets the objectives for the financial performance and adopts the Company's plans and budgets. Items of major strategic or financial importance for the Group are the responsibility of the Board. The Board hires the CEO, defines his or her work description and authority and sets his or her salary and other compensation. The Board each year produces an annual plan for its work as recommended.

Instructions to the Board of Directors

The latest version of the Board's instructions was approved by the Board in a board meeting on 10 April 2014. The instructions cover the following points: Composition of the Board, the Board's duties, day-to-day management, calling of Board meetings and related issues, the Board's decisions, Board minutes, disqualification and conflict of interest, confidentiality obligation, convening general meetings, insider rules and ethical guidelines for conduct of business. The Board of Directors can decide to deviate from instructions in certain cases.

Financial Reporting

The Board of Directors receives regular financial reports on the Group's economic and financial status.

Audit Committee

In accordance with section 6-41 of the Public Companies Act AKVA group has established an Audit Committee, consisting of Anne Breiby (chair) and Hans Kristian Mong. The Group CFO acts as the secretary of the committee. The mandate and work of the audit committee is described in further detail under item 10 below.

The audit committee has been operating since 2011. 6 meetings were held in the committee during 2015.

The Compensation Committee

The Company has established a Compensation Committee, and the current Charter for the compensation committee was approved by the Board in a Board meeting on 21 September, 2006.

The committee's tasks revolve around the CEO's terms of employment and the remuneration of the executive management including salary levels, bonus systems, options schemes, pension schemes, employment contracts etc. The committee submits recommendations to the Board of Directors for final approval.

The current members are Nils Viga (Chair) and Frode Teigen. The Chairperson of the Board generally also participates in the meetings. The committee has had 3 meetings since the 2015 general meeting.

The Board's self-evaluation

The Board completes a self-evaluation annually in terms of efficiency, competence and the Board's duties in general. The evaluation is made available for the Nomination Committee.

10. Risk management and internal control

The Board of Directors must ensure that the Company has sound internal control and systems for risk management that are appropriate in relation to the extent and nature of the Company's activities. Internal control and the systems should also encompass the Company's corporate values, ethical guidelines and guidelines for corporate social responsibility.

The Board of Directors should carry out an annual review of the Company's most important areas of exposure to risk and its internal control arrangements.

The Board of Directors and internal control

The Board of Directors ensures that the Company has appropriate internal control procedures and appropriate risk management systems tailored to its business.

Managing operational risk primarily takes place within the operational subsidiaries, but with the Company's management as an active driving force through its positions in the boards of the subsidiaries. Generally, the subsidiaries have established adequate practices for such risk management.

Deviation from the Recommendation: None 4

The Group is exposed to currency, interest rate, and market risk, as well as credit risk and operational risk.

The Group has implemented a quality control system which further reduces operational risk. AKVA group ASA became ISO 9001:2008 certified as of December 2014.

The Groups' financial guidelines ensure the monitoring of financial risk. Management of exposure in financial markets, including currency, interest rate and counterparty risk, is emphasised in the Company's governing documents. Further details on these principles are provided in note 18 to the Group's financial statements and note 19 to the parent Company's financial statements.

The Group has developed an authority matrix which is included in its governing documents.

Management regularly prepares performance reports that are reviewed by the Board. The quarterly financial statements are subject to review in Board meetings.

The Board's work plan

The Board of Directors has established an annual work plan that includes an annual review of compliance of external and internal laws and regulations, risk and the HSEsituation, financial risks and identification of risk related to the strategic goals and risk handling.

By carrying out the established work plan, the Board controls that the Company has sound internal control and systems for risk management for the Company's activities, including systems suitable for controlling the compliance with the Company's corporate values and ethical guidelines. The guidelines for corporate social responsibility are also included in the work plan.

Audit Committee

The mandate of the committee is to monitor and evaluate the Group's financial reporting, including to evaluate substantial accounting issues, accounting principles and procedures applied by the Group in its financial reporting to Oslo Stock Exchange. The committee is to evaluate the work of the Group's external auditor, including the auditor's independence from management and compliance with rules and regulations in regards to services beyond financial audit. The committee also discusses the scope of the audit with the external auditor as well as evaluates reports from the auditor to the Board of Directors and management of the Group. The Audit Committee nominates external auditor for the Group as well as propose compensation for the external auditor to the Board of Directors.

The Audit Committee is also monitoring the Groups internal control systems, including managements operational and financial risk management.

The Audit Committee is free to address any other issue it finds necessary to fulfill its mandate.

11. Remuneration of the Board of Directors

The remuneration of the Board of Directors should reflect the Board's responsibility, expertise, time commitment and the complexity of the Company's activities.

The remuneration of the Board of Directors should not be linked to the Company's performance. The Company should not grant share options to members of its Board.

Members of the Board of Directors and/or companies with which they are associated should not take on specific assignments for the Company in addition to their appointment as a member of the Board. If they do nonetheless take on such assignments this should be disclosed to the full Board. The remuneration for such additional duties should be approved by the Board.

Deviation from the Recommendation: None 4

Any remuneration in addition to normal directors' fees should be specifically identified in the annual report.

It is the Board's opinion that the size of the remuneration of the Board of Directors is in compliance with the criteria in the recommendation concerning inter alia the Board's responsibility and expertise.

Furthermore, the following applies to the remuneration:

  • The remuneration is not linked to the Company's performance, and the Board members are not granted share options
  • None of the Board members and/or companies with which they are associated, have taken on specific assignments for the Company in addition to their appointment as a member of the Board.
  • The remuneration of the Board is proposed to the general meeting by the nomination committee
  • Deviation from the Recommendation: None 4

12. Remuneration of the executive management

The Board of Directors is required by law to prepare guidelines for the remuneration of the executive personnel. These guidelines are communicated to the Annual General Meeting. The Board of director's statement on the remuneration of executive personnel should be a separate appendix to the agenda for the general meeting. It should also be clear which aspects of the guidelines are advisory and which, if any, are binding. The general meeting should vote separately on each of these aspects of the guidelines.

The guidelines for the remuneration of the executive personnel should set out the main principles applied in determining the salary and other remuneration of the executive personnel. The guidelines should help to ensure convergence of the financial interests of the executive personnel and the shareholders.

Performance-related remuneration of the executive personnel in the form of share options, bonus programmes or the like should be linked to value creation for shareholders or the Company's earnings performance over time. Such arrangements, including share option arrangements, should be an incentive to good performance and be based on quantifiable factors over which the employee in question can have influence. Performance-related remuneration should be subject to an absolute limit.

Guidelines and terms

The Board of Directors and the Compensation Committee have the responsibility to establish guidelines and recommendations with regards to the remuneration of the CEO and the executive management. Each year the Committee undertakes a thorough review of the remuneration and other salary to the CEO and the executive management.

The review is based upon market sampling of similar positions. The structure and level of the remuneration and incentive system for the CEO and the executive management is determined by the Board of Directors. The fixed remuneration and performance-based remuneration - including option scheme to the executive management and the Board of Directors - is described in the notes to the annual accounts.

In February 2014 the Board approved a new incentive scheme for the Group. The new scheme, effective from 2014 onwards, holds three elements: (1) Strategic Value Incentive Scheme; providing incentives to the CEO and CFO relative to the actual development in the Company's market capitalisation in the 3 year period ending on 31 December 2016 limited to an amount equal to the CEO and CFO's respective fixed salary in the same period, (2) Operational Incentive Scheme; providing incentives to managers of business areas and key subsidiaries relative to actual annual financial and operational performance, limited to 30% of annual salary for the Group Management and 20% of annual salary for defined country managers as well as mangers of main business entities (3) Loyalty Incentive Scheme; allowing selected key employees, crucial to the Group's long term development, participation in sharing 4% of the Group's annual EBT over a ten year program. Item 3 (Loyalty Incentive Scheme) has not been in use in 2014 and 2015.

The general bonus plan does not exclude special bonus payments for particularly demanding projects.

According to the established bonus regime and agreed terms, total bonuses of NOK 1,189, 000 were paid out in 2015 to the Group's executive management based on the 2014 performance.

AKVA group introduced a share option plan in 2006, which allows the Board of Directors to grant options for the subscription of shares for an aggregate nominal value of NOK 1,012,108. The share option plan was approved by the general meeting on 6 October 2006. The options could be awarded both to leading employees and other selected employees. There are currently no outstanding options in accordance with this share option plan. AKVA group also launched a general share incentive program in December 2015, where all employees, including management employees, were given the opportunity to acquire existing shares in AKVA group at a discounted price for a period from 1 December 2015 until 14 December 2015.

No members of management or other employees are currently entitled to receive share options.

In accordance with the Public Companies Act and the Code, the guidelines for the remuneration of the CEO and the executive management are communicated as a separate appendix to the Annual General Meeting.

13. Information and communications

The Board of Directors should establish guidelines for the Company's reporting of financial and other information based on openness and taking into account the requirement for equal treatment of all participants in the securities market.

The Company should publish an overview each year of the dates for major events such as its Annual General Meeting, publication of interim reports, public presentations, dividend payment date if appropriate etc.

All information distributed to the Company's shareholders should be published on the Company's website at the same time as it is sent to shareholders.

The Board of Directors should establish guidelines for the Company's contact with shareholders other than through general meetings.

Annual and periodic accounts

Deviation from the Recommendation: None other than as stated above. 4

The Company normally presents provisional annual accounts in late February. The complete annual report including annual financial statements and the Directors' report is sent to all shareholders and other stakeholders in April/May and presented at the annual general meeting. The Company also makes its quarterly accounts publicly available through the Oslo Stock Exchange publication system, as well as through presentations that are open to the public. The Company's financial calendar is published on the Company's website and through the Oslo Stock Exchange publication system. All shareholders have equal access to financial and other material company information.

Other market information

Public presentations are conducted in connection with the Company's quarterly reports. The quarterly presentation is also made available on the Group's website and through the Oslo Stock Exchange publication system.

In the quarterly report the CEO reviews the result for the past period and comments on the development for the various products and market segments. Furthermore the CEO provides a summary of the market outlook and short term future prospects. The CFO also participates in these presentations. The CEO and CFO also maintain a dialog with and make regular presentations to analysts and potential investors.

The Company considers it essential to keep shareholders and potential investors informed about its economic and financial development. Significant importance is also attached to securing that the same information is released to the whole market at the same time. From time to time the Company will prepare an updated Company Presentation which is made available on the Company's home page http:// ir.akvagroup.com/investor-relations/financialinfo-/other-presentations-and-reports.

14. Take-overs

The Board of Directors should establish guiding principles for how it will act in the event of a take-over bid.

In a bid situation, the company´s Board of Directors and management have an independent responsibility to help ensure that shareholders are treated equally, and that the Company's business activities are not disrupted unnecessarily. The Board has a particular responsibility to ensure that shareholders are given sufficient information and time to form a view of the offer.

The Board of Directors should not hinder or obstruct take-over bids for the Company's activities or shares.

Any agreement with the bidder that acts to limit the Company's ability to arrange other bids for the Company's shares should only be entered into where it is self-evident that such an agreement is in the common interest of the company and its shareholders. This provision shall also apply to any agreement on the payment of financial compensation to the bidder if the bid does not proceed. Any financial compensation should be limited to the costs the bidder has incurred in making the bid.

Agreements entered into between the company and the bidder that are material to the market's evaluation of the bid should be publicly disclosed no later than at the same time as the announcement that the bid will be made is published.

Deviation from the Recommendation: None 4

In the event of a take-over bid for the Company's shares, the Company's Board of Directors should not exercise mandates or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the general meeting following the announcement of the bid.

If an offer is made for a Company's shares, the Company's Board of Directors should issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The Board's statement on the offer should make it clear whether the views expressed are unanimous, and if this is not the case it should explain the basis on which specific members of the Board have excluded themselves from the Board's statement. The Board should arrange a valuation from an independent expert. The valuation should include an explanation, and should be made public no later than at the time of the public disclosure of the board´s statement.

Any transaction that is in effect a disposal of the Company's activities should be decided by a general meeting, except in cases where such decisions are required by law to be decided by the corporate assembly.

The Board of Directors has established guide-lines in the event of an offer for all or a substantial majority of the shares in AKVA group is made.

In the event of a take-over bid for the shares in the Company, the Board shall ensure that shareholders in the Company are treated equally, and that the Company's business activities are not disrupted unnecessarily.

The Board shall ensure that shareholders are given sufficient information and time to form a view of the offer. The Board shall not seek to prevent or obstruct take-over bids for the Company's business or shares unless there are particular reasons to do so.

Any agreement with a bidder for the shares of the Company that acts to limit the Company's ability to arrange other bids for the Company's shares should only be entered into where such an agreement clearly is in the common interest of the Company and the shareholders. This provision shall also apply to any agreement on the payment of financial compensation to a bidder if the bid does not proceed.

In the event of a take-over bid for the Company's shares, the Board shall not exercise authorizations or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the general meeting subsequent to the announcement of the bid.

If an offer is made for the shares in the Company, the Board shall issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The Board's statement on a bid shall make it clear whether the views expressed are unanimous, and if this is not the case it shall explain the basis on which specific members of the Board have excluded themselves from the Board's statement. Before issuing its final statement the Board shall arrange for an evaluation of the financial aspects of the bid from an independent expert. The evaluation shall include an explanation, and shall be made public no later than at the time the Board's statement is made public.

15. Auditor

The auditor should submit the main features of the plan for the audit of the Company to the audit committee annually.

The auditor should participate in meetings of the Board of Directors that deal with the annual accounts. At these meetings the auditor should review any material changes in the Company's accounting principles, comment on any material estimated accounting figures and report all material matters on which there has been disagreement between the auditor and the executive management of the Company.

The auditor should at least once a year present to the audit committee a review of the Company's internal control procedures, including identified weaknesses and proposals for improvement.

The Board of Directors should hold a meeting with the auditor at least once a year at which neither the chief executive nor any other member of the executive management is present.

Deviation from the Recommendation: None 4

The Board of Directors should establish guidelines in respect of the use of the auditor by the Company's executive management for services other than the audit.

The Board of Directors must report the remuneration paid to the auditor at the Annual General Meeting, including details of the fee paid for audit work and any fees paid for other specific assignments.

An outline of the work planned by the Auditor is presented to the Audit committee every year. The Auditor is always present during the Board's discussion of the annual accounts. At this meeting the Board is briefed on the annual accounts and any other issues of particular concern to the Auditor. Part of the meeting is also executed without the presence of the CEO and other executive management. The Chairman of the Board also has an annual separate meeting with the Auditor. The Board has implemented guidelines in respect of use of the auditor by the executive management for services other than the audit.

Deviation from the Recommendation: None. 4

16. Management and internal procedures

This point is not covered by the Corporate Governance Recommendation.

Group CEO

The Group Chief Executive Officer/CEO is in charge of the day-to-day management of the Group, including responsibility for the Company and the other companies in the Group being organised, operated and further developed in accordance with applicable legislation, the Articles of Association and decisions taken by the Board of Directors and the annual general meeting.

Executive Management

The executive management consists of 6 individuals. In addition to the Group CEO, the executive management consists of the Chief Financial Officer (CFO), the Chief Operating Officer (COO) Americas, the Chief Operating Officer (COO) Nordic, the Chief Operating Officer (COO) Exports and the Chief Operating Officer (COO) Technology and Software.

The executive management group meets monthly with a fixed agenda in addition to fixed weekly meetings and day-to-day contact on an operational basis and a number of other scheduled meetings and business reviews through the year.

Evaluations

The executive management group evaluates its own work and working methods annually. The evaluation is submitted to the Board's Compensation Committee, and a condensed version is presented to the Board of Directors.

Intra-Group Boards

Each Group company (other than the Company) has its own Board of Directors staffed by members of the executive management group and sometime other senior employees. External Directors are also from time to time appointed.

AKVA group has 670 employees and offices in 8 countries.