Arctic Fish Holding

Share Issue/Capital Change • Feb 19, 2021

Stabilization and over-allotment notice

Stabilization and over-allotment notice

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

STABILIZATION AND OVER-ALLOTMENT NOTICE

Reference is made to the stock exchange announcement by Arctic Fish Holding AS (“Arctic Fish” or the “Company”) on 15 February 2021 regarding Arctic Fish’s successful completion of a private placement (the "Private Placement") of new and existing shares in the Company and the subsequent admission to trading on Euronext Growth (Oslo).

DNB Markets, a part of DNB Bank ASA (the "Stabilization Manager") may, on behalf of the Managers (as defined below), engage in stabilization activities of the shares of the Company (the "Shares") from today, to and including 20 March 2021 (the "Stabilization Period"). Any stabilization transactions will be aimed to support the market price of the Company’s Shares traded on Euronext Growth (Oslo).

As part of the Private Placement, the Managers have over-allotted 816,993 Shares to the applicants in the Private Placement, which equals approximately 9% of shares allocated in the Private Placement. In order to permit delivery in respect of over-allotments made, the Stabilization Manager, on behalf of the Managers, has borrowed a number of Shares (the “Over-allotment Option”) equal to the number of over-allotted Shares, from Bremesco Holding Ltd. (the “Selling Shareholder”), and which will be redelivered to the Selling Shareholder upon expiry of the Stabilization Period.

Further, the Selling Shareholder has granted the Stabilization Manager an option (the "Greenshoe Option"), which may be exercised on behalf of the Managers, to purchase a number of existing shares in the Company held by the Selling Shareholder up to the number of over-allotted Shares, at a price per Share equal to the offer price in the Private Placement of NOK 61.20 per Share (the "Offer Price"). The Stabilization Manager may close out the short position created by over-allotting shares in the Private Placement by buying shares in the open market through stabilization activities and/or by exercising the Greenshoe Option.

The Stabilization Manager, may effect transactions with a view to supporting the market price of the Company’s shares at a level higher than what might otherwise prevail, through buying Shares in the Company in the open market at prices equal to or lower than (but not above) the Offer Price. There is no obligation on the Stabilization Manager to conduct stabilization activities and there can be no assurance that stabilization activities will be undertaken. If stabilization activities are undertaken, they may be discontinued at any time, and must be ended upon or before expiry of the Stabilization Period.

Any stabilization activities will be conducted based on the same principles as set out in Section 3-12 of the Norwegian Securities Trading Act section 3-12 and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilization of financial instruments, as well as, to the extent applicable, article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, in order to support the market price of the Shares.

Net profits from stabilization activities, if any, will be to the benefit of the Selling Shareholder, which will also receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent that, the Greenshoe Option is exercised.

DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are acting as Joint Global Coordinators and Joint Bookrunners and Arion Banki hf is acting as Co-Manager in connection with the Private Placement and the Admission (jointly, the “Managers”). Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company, while Advokatfirmaet BAHR AS is acting as legal advisor to the Managers.

Important Notice

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Arctic Fish believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Arctic Fish undertakes no obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of Arctic Fish. Neither the Company, the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.