AKVA Group — M&A Activity 2019

Sep 25, 2019

AKVA group ASA: Divestment of Wise lausnir ehf

AKVA group ASA: Divestment of Wise lausnir ehf

This announcement is made pursuant to section 3.4 of the Oslo Børs' Continuing

Obligations of stock exchange listed companies.

AKVA group ASA ("AKVA") and Centara ehf ("Centara") have today signed a share

sale and purchase agreement and completed the transaction where AKVA has

divested 100% of the issued and outstanding shares in its wholly-owned

subsidiary Wise lausnir ehf ("Wise", and the "Wise Shares") (the "Transaction").

Parties to the transaction, transaction structure and consideration

Prior to completion of the Transaction, AKVA owns 100% of the Wise Shares.

Further, Wise owns 51% of the shares in Wise Blue AS, a private limited

liability company incorporated under the laws of Norway with business

registration number 915 344 313 ("Wise Blue", and together with Wise, the "Wise

Group"). The remaining 49% of the shares in Wise Blue are owned by two former

employees of the company.

The total consideration settled by cash payment by Centara to AKVA on 25

September 2019 is Icelandic krona (ISK) 910,778,164, representing the equity

value of Wise after customary net debt- and working capital adjustments. In

addition, AKVA will receive a dividend, approved before the Transaction, of ISK

197,000,000, as soon as Wise has received certain confirmations from the

Icelandic tax authorities. Thus, the total proceeds from the Transaction is ISK

1,107,778,164 (equivalent to approximately NOK 80,092,361 based on Norges Bank's

exchange rate as of 24 September 2019). The Transaction results in an accounting

gain for AKVA of NOK 21,283,000 excluding transaction costs.

The Wise Shares have been transferred from AKVA to Centara together with all

rights attaching to them, free and clear of any encumbrances.

Significance of the Transaction for AKVA

The business of Wise is outside AKVA's strategic focus areas, which mainly

include solutions and services to the global aquaculture industry. Although the

development of Wise is positive, AKVA believes that the Transaction will

strengthen AKVA by the opportunity of re-allocating capital and management

resources to its core businesses. Similarly, Wise will be given the opportunity

to explore its full potential together with a dedicated and focused owner.

Agreements to the benefit of board members or management in AKVA or in the Wise

Group

Certain members of the management within the Wise Group have received a

transaction bonus of approximately ISK 19.5 million in aggregate (equivalent to

approximately NOK 1,409,850 based on Norges Bank's exchange rate as of 24

September 2019) paid by Wise Group.

Other than as set out above, and to the best of AKVA's knowledge, there are no

agreements entered into, or that are planned to be entered into, in connection

with the Transaction, for the benefit of senior employees or members of the

board of directors of AKVA; for the senior employees or members of the board of

directors of Wise or for the senior employees or members of the board of

directors of Wise Blue.

Information about the Wise Group

Wise is a private limited liability company incorporated under the laws of

Iceland with business registration number 630407-0870. The Wise Group is

headquartered in Reykjavík, Iceland, and currently has approximately 80

employees.

The Wise Group offers a wide range of flexible and customizable enterprise

reporting planning (ERP) and business management software and related services.

The Wise Group has developed a significant amount of proprietary software

solutions that can be packaged to create tailored platforms for its customers.

The board of directors of Wise currently consists of 1 individual, namely

Hallvard Muri (chairman and sole board member). Mr. Muri has served as board

member since November 2016.

The executive management of Wise currently consists of 5 individuals as set out

in the table below:

Name Position Employed since

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Hrannar Erlingsson General Manager October 2003

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Jón Heiðar Pálsson Sales and Marketing Manager September 2004

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Margrét Erla Eysteinsdóttir Director of Service and

Consultancy January 2005

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Sigríður Helga Hermannsdóttir Director of R&D December 1995

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Stefán Torfi Höskuldsson Director of BI and IaaS September 2007

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As of the date of this announcement, the share capital of Wise is ISK 500,000

divided on 500,000 shares, each with a par value of ISK 1.

Please find below certain unaudited and audited consolidated key financial

figures for the Wise Group:

YTD June Year ended 31 December

2019 2018 2017 2016

In ISK thousand (unaudited) (audited) (audited) (audited)

Operating revenue 732,513 1,517,095 1,479,050 1 457,395

Operating profit 17,580 150,862 103,804 114,774

Profit (loss) before tax 24,233 157,542 109,190 122,740

Profit (loss) for the period 19,386 129,201 94,101 102,480

Total assets 690,890 615,841 496,687 476,559

Total equity 138,489 306,298 178,731 175,355

Total liabilities 551,901 309,543 317,956 301,204

For further information on Wise, please refer to https://www.wise.is/en/.

* * *

Dated: 25 September 2019

AKVA group ASA

Web: www.akvagroup.com (http://www.akvagroup.com)

Contacts:

Hallvard Muri Chief Executive Officer

Phone: +47 51 77 85 00

Mobile: +47 91 58 07 50

E-mail: hmuri@akvagroup.com (mailto:hmuri@akvagroup.com)

Simon Nyquist Martinsen Chief Financial Officer

Phone: +47 51 77 85 00

Mobile: +47 91 63 00 42

E-mail: snmartinsen@akvagroup.com

(mailto:snmartinsen@akvagroup.com)

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act