BioFish Holding AS

Regulatory Filings • Aug 3, 2021

PROSPECTUS

BioFish Holding AS

(A public limited liability company incorporated under the laws of Norway)

Initial public offering of minimum 5,500,000 and maximum 7,000,000 shares at a subscription price of NOK 21.50 per share

Admission to trading of the Company's Shares on Euronext Growth Oslo

This prospectus (the "Prospectus") has been prepared in connection (the "Offering") of the shares (the "Shares") in BioFish Holding AS (the "Company" and, together with its consolidated subsidiaries, the "Group" or "Bioling on Euronext Growth Oslo, a multilated trading facility operated w Osb Bars ASA ("Oslo Bars") of the Company's stars, with a par value of NOK ( the "Stares"). The Offering comprises minimum 5.500.00 and maximum 7,000,000 new Shares to be issued by the "New Shares" or the "Offer Shares", which will raise grose proceeds of minimum NOK 118.25 million and maximum NOK 150.5 million.

The Offering consists of (i) a private placement to (a) investors in Norway, (b) investors outside Norway and the United States of America (the "U.S." of the "Inited States"), subject to applicable prospectus and registration requirements, and (c) "qualified institutional buyers" ("QBs") in the United States as defined in and in reliance on. Rule 1444" or and he samplion under the U.S. Securities Act of 1933, as amended the "U.S. Securities Act" (the U.S. Securities Act") (the U.S.S Offering") and (i) a retail offering to the public the "Retail Offering"). All offering"). All offers and sales in the United States will be made only to QlBs in eliance on R 1444 or pursuant to another available exemption rot subject to, the registration requirements of the U.S. Securities Act. All offers and sales outside the United States will be made in compliance with Requlation S under the U.S. Securities Act ("Regulation S")

Fearlies AS ("Fearlies AS ("Fearler" of the "Manager") is and bookryner in the Offering and as the Company's advisor in connection with its Amission to Euronext Growth Oslo (the "Euronext Growth Advisor").

The price at which the Offer Shares will be sold in the Retail Offering the "Offer Price") is NVK 2.50 per Offer Shares The final number of Offer Shares will be determined following a bookbuilding process and will be set by the Company in consultation with the Manager.

See Section 15 "The lems of the Offering Tor the Offering. The final number of Offer Shares to be issued is expected to be announced through a stock exchange noice on or about 23 July 2021. The offer period for the "Boxbuilding Period") will commence at 09:00 hours (CET) on 14 July 2021 and ose at 25:59 hours (Central European Time, "CE") on 21 July 2021. The Retail Offeing (the "Application Period") will commence at 09:00 hours (CET) on 14 July 2021 and dose at 23:59 hours (CET) on 21 July 2021. The Bookbulding Period may, at the Company's sole discretion, in consultation with the Manager, and for any reason, be shortened or extended beyond the set times, but will in no event be expire prior to 23:59 hours (CET) on 21 July 2021.

The Shares are, and will continue to be , registry the "VP") in bok-entry (the "VPS") in bok-entry form. All of the issued Shares rank pari passu with one andher and each Share carries one vole. Except where otherwise, references in this Prospects to "Shares" will be deemed to include the existing Shares and the New Shares

Investing in the Shares involves a high deare of risk in entire document and, in particular, consider Section 2 "Risk Factors" becinning on page 16 when considering an investment in the Company.

The Shares have not been, and will not be, register Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and are being offered and sold: (i) in the United States on Rule 144A or another available exemption from registration requirements under the U.S. Securities Act, and (ii) outside in compliance with Regulation S. Prospective investors are here of the Offer Shares may be reving on the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. The distribution of this Prospectus and the offer and sale of the Offer Shares may be restring in incircines Persons in possession of this Prospectus are required by the Company and the Manager to inform themselves about and to observe any failure to comply with these regulations may constitute a violation of the securities aw of any such jurisdiction. See Section 16 "Selling and transfer restrictions".

Prior to the Offering, the Shares have not been publicat Oslo Børs on or about 2 August 2021 will approve the Shares to be admitted for trading on Euroner Growith subject only to completion of the Offering The Offer Shares is expected to be on or about 27 July 2021. Delivery of the Offe Shares is annected to take place on or about 27 July 2021 trough the Shares on Europed Growth is expected to commence on or about 3 August 2021, under the fixer code "BFISH". If closing of the Offering does not tall, the Offering may be withdrawn, resulting in all applications for Offer Shares being disregarded, any alocations made being deemed not to have been made being returned without any interest or other compensation. All dealings in the Shares prior to settlement and delivery are at the sole risk of the parties concerned.

Europed Growth is a multideral tradity perated by Osb ASA, Europed Growth is subject of the Norvegian Securities Trading Act of 29 June 2007 no 75 (as anented) (the Worwegian Securities Trading Act") and the Norwegian Securities Trading Regulations of 20 June 2007 in the Worwegian Securities Trading Regulation") that apply to such marketplanes admitted b trading on Euronext Growth, as do the markethace's own rules, which are less omprehensive than the rules and requations that apply to comest Expand. Investors should take this into account when making their investment decisions

Manager, Bookrunner and Euronext Growth Advisor

Fearnley Securities

Fearnley Securities AS

The date of this Prospectus is 12 July 2021

IMPORTANT INFORMATION

This Prospectus has been prepared in connection with the Offer Shares and the Admission of the Shares to trading on Euronext Growth.

This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the "Norwegian Securities Trading Act") and related secondary lecision (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to trading on a requlated market, and repealing Directive 2014/7/FC', as amended, and as implemented in Noway in accordance with Section 7-1 of the "EU Prospectus Regulation"). This Prospectus has been prepared solely in the English language. This Prospetus has been approved by the Financial Supervisory Authority of Norway (Nw.: Finansilsynel) (the "Norwegian FSA"), as competent authority under the EU Prospectus Requlation. The Norwegian FSA only approves this Prospectus as meeting the standards of comprehensibility and consistency imposed by the EU Prospectus Regulation, and such approval should not be considered as an endorsement of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

For definitions of certain other terms used throughout this Prospectus, see Section 18 "Definitions and Glossary".

The information contained herein is current as at the date to change, completion and amendment without notice. In acordance with Atticle 23 of the EU Prospects Requlation new factors, material inacuracies relating to the information included in this Prospectus, which may affect the assessment of the Offer Shares and which arises or is noted between the Prospectus is approved by the Norwegian FSA and the closing of the Application Period will be mentioned in a supplement to this Prospectus without undue delay. Further, any such new factors, material mistakes or material inch arises or is noted between the publication of this Prospectus and the Admission will be published and announced promptly in accordance with the Euronext Growth requlation nor distibution of this Prospectus, nor the sale of any Offer Share, shall under any circumstances imply that there has been no change in the information herein is correct as at any date subsequent to the date of this Prospectus.

No person is authorized to give information or to make any representation concerning the Group or in connection with the Offering or the sale of the Offer Shares other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorized by the Company or the Manager or by any of the affiliates, representatives, advisors or selling agents of any of the foregoing

The distribution of this Prospectus and the Offer Shares in certain iurisdictions may be restricted by law. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. Neither this Prospectus nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in complicable laws and regulations. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. In addition, the Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to combly with these restrictions may constitute a violation of applicable securities laws. See Section 16 "Selling and Transfer Restrictions".

This Prospectus and the terms and conditions of the Offering as set out herein and any sale and purchase of Offer Shares hereunder shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdicion to settle any dispute which may arise out of or in connection with the Offering or this Prospectus.

In making an investment decision, prospective investors must rely on their own examination, and analysis of, and enquiry into the Group and the terms of the Offering, including the merits and risks involved. None of the Manager, or any of their respectives or advisers, is making any representation to any offeree or purchaser of the legalty of an investment in the Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares,

All Sections of the Prospectus should be read in context with the information included in Section 4 "General Information".

NOTICE TO INVESTORS IN THE UNITED STATES

The Offer Shares have not been recommended by any United States federal or state securities commission or regulatoriy, Furthermore, the foregoing authorities have not passed upon the merits of the Offering or confirmed the adequacy of this Prospectus. Any representation to the contrary is a criminal offense under the United States.

The Offer Shares have not been and will not be U.S. Securities Act, or with any securities requirites requires of any state or other jurisdicion in the United States for offer or sale as part of their distribution and may not be offered within the United States except pursuant to an exemption not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws.

Accordingly, the Offer Shares are being offered and sold: (i) in the United States only to QlBs in reliance on Rule 144A or pursuant to andher available exemption from the registration requirements of the United States in compliance with Requlation S. For ertain restrictions on the sale and transfer of the Offer Shares, see Section 16.2.1 "United States".

Prospective investors are advised to consel prior to making any offer, resale, pledge or other transfer of the Offer Shares, and are hereby notified that sellers of Offer Shares may be relying on the provisions of Section 5 of the U.S. Securities. See Section 16 "Selling and transfer restrictions".

¹ Means Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC.

In the United States, this Prospectus is being furnished on a confidential basis solely for the purposes of enabling a prospective investor to consider purchasing the particular securities described herein. The Prospectus has been provided by the Company and other sources identified herein. Distribution of this Prospectus to any person other than the offeree specified by the Manager or their repersons, if any, retained to advise such offeree with respect there and any disclosure of its contents, without prior written consent of the Company, is prohibited. Any reproduction of this Prospectus in the United States, in whole or in part, and any disclosure of its contents to any other person is prohibited. This Prospectus is personal to each offer to any other person or to the public generally to purchase Offer Shares or subscribe for or otherwise acquire any Shares.

NOTICE TO INVESTORS IN THE UNITED KINGDOM

Offers of Offer Shares pursuant to the Offering are only being made to persons in the United Kingdom who are 'qualified investors' within the meaning of section 86 of the Financial Services and Markets Act 2000 ("FSMA") or otherwise in circumstances which do not require publication by the Company of a prospectus pursuant to section 85(1) of the FSMA.

This Prospectus is only being distributed to and any investment or investment activity to which the document relates is available only to, and will be engaged in only within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth bodies, corporated associations and partnerships and trustes of high value trusts falling within Article 49(2)(a) to (d) other persons to whom such investment or investment activity may lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). The Offer Shares are only available to, and any invitation, offer or agreement to subscribe aquire such Shares will be engaged in only with. Relevant Persons, Any person who is not a Relevant Person should not act or rely on this Prospectus or any of its contents.

NOTICE TO INVESTORS IN THE EEA

In any member state of the European Economic Area (the "EEA"), other than Norway (each a "Relevant Member State"), this communication is only addressed to and is only drected at persons who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Requation. The Prospectus has been prepared on the basis that all offers of Offer Shares pursuant to an exemption under the EU Prospectus Regulation from the requirement to produce a prospectus for of shares. Accordingly, any person making to make any offer of Offer Shares which is the subject of the Offering contemplated in this Prospectus within any Relevant Member State should only do so in circumstances in which no obligation arises for the Company or any of the Manager to publish a prospectus or pursuant to Article 1 of the EU Prospectus Regulation or a supplement prospectus pursuant to Article 23 of the EU Prospectus Regulation, in each offer. Neither the Company nor the Manager have authorised, nor do they authorise, the making of any financial intermediary, other than offers made by Manager which constitute the final placement of Offer Shares contemplated in this Prospectus.

Each person in a Relevant Member State other than in the case of paragraph (a), persons receiving offers contemplated in Noway, who receives any communication in respect of, or who acquires any Offer Shares under, the offers contemplated in this Prospectus will be deemed to have represented, warranted and agreed to and with the Manager and the Company that:

• a)
• in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 1 of the EU Prospectus Regulation, (i) b) such Offer Shares acquired by it in the Offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified in the EU Prospectus Requarion, or in circumstances in which the prior consent of the Manager has been given to the offer or resale; or (ii) where such Offer Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons.

For the purposes of this provision, the expression an "offer to the public" in relation to any Relevant Member State means a communication to persons in any form and by any means presenting sufficient information on the Offering and the Offer Shares to be offered, so as to enable an investor to decide to acquire any Offer Shares.

See Section 16 "Selling and transfer restrictions" for certain other notices to investors.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governents contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, which any "manufacturer" (for the purposes of the MFID II Product Governance Requirements) may otherwise have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of relail investors who meet the citeria of professional dients and eligible counterparties, each as dill eligible for distibution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that the Shares may decline and investors could lose all or part of the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection with an appropriate financial or other advise) are capable of evaluating the merits and who have sufficient resources to be able to bear any losses that may result the Shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no investors requiring a fully guaranteed income or fully predicable relum profile

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling ro the Offering

For the avoidance of doubt, the Target Market Assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares

Each distributor is responsible for undertaking its own Target of the Shares and determining appropriate distibution channels.

ENFORCEMENT OF CIVIL LIABILITIES

The Company is a public limited liability company incorporated under the rights of holders of the Shares will be governed by Norwegian law and the Company's articles of Association"). The rights of shareholders under Norwegian law may differ from the rights of shareholders of companies incorporated in other jurisdictions.

The members of the Company's board of directors (the "Board of Directors", respectively) and the members of the senior management of the Group (the "Management") are not residents of the United States, and virtually all of the Company's assets are located outside the United States. As a result, it may be very difficult for inted States to effect service of process on the Company, the Board Members and members of Management in the United States or to enforce judgments obtained in U.S. courts against the Company of those predicated upon civil liability provisions of federal securities laws of the United Stated (including any State or territory within the United States).

The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcements (other than arbitral awards) in civil and commercial matters. Uncertain Norway will enforce judgments obtained in other jurisdictions, including the United States, against the Company or the Board Members of Management under the securities laws of those jurisdicions or entertain actions in Norway against the Company or its Board Members of Management under the securities laws of other jurisdictions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Norway.

Similar restrictions may apply in other jurisdictions.

AVAILABLE INFORMATION

The Company has agreed that, for so long as any of the Offer Shares are "restricted securities" within the meaning of Rule 14(a)(3) under the U.S. Securities Act, it will during any period in which it is neither subject to Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), nor exempt from such requirements by complying with the information furnishing requirements of Rule 12g3-2(b) under the U.S. Exchange Act, provide to any holder of Shares, or to any prospective purchaser designated by any such registered holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information required by Rule 1444(d)(4) under the U.S. Securities Act. The Company is not creating and other information requirements of the U.S. Exchange Act.

TABLE OF CONTENTS

1. SUMMARY
2. RISK FACTORS
2.1 Risk related to the Group and the industry in which the Group operates
2.2 Risks related to laws and regulations
2.3 Risk related to financial situation
2.4 Risk related to the Offering, the Admission and Shares
3. RESPONSIBILITY FOR THE PROSPECTUS
4. GENERAL INFORMATION
4.1 Other important investor information
4.2
4.3
5. REASONS FOR THE OFFERING AND THE ADMISSION
5.1
5.2
6. DIVIDENDS AND DIVIDEND POLICY
6.1
6.2
6.3
7.
7.1
7.2
7.3
8. BUSINESS OF THE GROUP
8.1
8.2
8.3 Regulatory environment
8.4
Competition 8.5
Licenses 8.6
Material contracts 8.7
Legal proceedings 8.8
8.9
8.10 Real property
9. SELECTED FINANCIAL AND OTHER INFORMATION
9.1
9.2 Summary of accounting policies and principles
Statement of comprehensive income 9.3
9.4 Statement of financial position
Statement of changes in equity 9.5
Cash flows 9.6
Capitalisation and indebtedness 9.1

	9.8
	10.
	10.1 Overview
	10.2 Principal factors affecting the Group's financial condition and results of operations 42
	10.3 - Factors affecting the comparability of the financial information
	10.4 Results of operation
10.5	Financial position
10.6	Liquidity and capital resources
	10.7 Investments
	10.8 Related party transactions
	10.9 No off-balance sheet arrangements
	10.10 Trend information
	10.11 Significant changes or transactions
	11.
	11.1 ntroduction
	11.2 The Board of Directors
11.3	Management
	11.4 Founders
	11.5 Remuneration and benefits
11.6	Share option programs
	11.7 Benefits upon termination
	11.8 Management pensions and retirement benefits
	11.9 Loans and guarantees
	11.10 Employees
	11.11 Employee pension and retirement benefits
	11.12 Audit committee/remuneration committee
	11.13 Corporate governance
	11.14
	12. CORPORATE INFORMATION AND DESCRIPTION OF SHARE CAPITAL
	12.1 Company corporate information
	12.2 Legal structure
	12.3 Share capital and share capital history
	12.4 Admission to trading
	12.5 Ownership structure
	12.6 Authorization to increase the share capital and to issue Shares
	12.7 Authorization to acquire treasury shares
	12.8 Other financial instruments
	12.9 Shareholder rights
	12.10 The Articles of Association and certain aspects of Norwegian law
	13.
	13.1 htroduction
	13.2 Trading and settlement

13.3	Information, control and surveillance
13.4	The VPS and transfer of Shares
	13.5 Shareholder register – Norwegian law ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
13.6	Foreign investment in shares listed in Norway
13.7	Disclosure obligations
	13.8 Insider trading
	13.9 Mandatory offer requirement
	13.10 Compulsory acquisition
	13.11
	14.
	14.1 Norwegian taxation
	15.
	15.1 Overview of the Offering
	15.2 Timetable
15.3	Resolutions relating to the Offering
15.4	The Institutional Offering
15.5	The Retail Offering
15.6	Mechanism of allocation
15.7	VPS account
	15.8 National Client Identifier and Legal Entity Identifier
	15.9 Product governance
	15.10
	15.11
	15.12 The rights conferred by the Offer Shares
	15.13 VPS registration
	15.14
	15.15 Dilution
	15.16
	15.17 Expenses of the Offering and the Admission
	15.18 Lock-up
	15.19
	15.20 Participation of major existing shareholders and members of the Management, supervisory and administrative bodies in the Offering
	15.21 Governing law and jurisdiction
	16.
	16.1 General
	16.2 Selling restrictions
	16.3 Transfer restrictions
	17.
	17.1
	17.2 Information sourced from third parties and expert opinions
	17.3 Documents on display
	18.

APPENDICES

APPENDIX A	ARTICLES OF ASSOCIATION
APPENDIX B	AUDITED ANNUAL FINANCIAL STATEMENTS FOR 2020 (UNOFFICIAL ENGLISH TRANSLATION)
APPENDIX C	AUDITED ANNUAL FINANCIAL STATEMENTS FOR 2019 (UNOFFICIAL ENGLISH TRANSLATION)
APPENDIX D	AUDITED ANNUAL FINANCIAL STATEMENTS FOR 2018 (UNOFFICIAL ENGLISH TRANSLATION)
APPENDIX E	SUBSCRIPTION FORM

SUMMARY 1.

	Section A - Introduction and Warnings
Warning	The summary should be read as an introduction to the prospectus. Any decision to invest in the securities should be based on a consideration of the prospectus as a whole by the investor. An investment in the Company's Shares involves inherent risk and the investor could lose all or part of its invested capital. Where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor may, under the national law, have to bear the costs of translating the prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.
Securities	The Company has one class of Shares in issue and all Shares in that class provide equal rights in the Company. Each of the Shares carries one vote. The Shares have been created under the Norwegian Public Limited Companies Act and are registered in book-entry form with the VPS under ISIN NO 001 0955198.
ssuer	The Company's registration number in the Norwegian Register of Business Enterprises is 916 944 748 and its LEI-no. is 549300BU24YQIH7G3038. The Company's registered office is located at Leirvikveien 34A, 5179 Godvik, Norway, and the Company's main telephone number at that address is +47 483 81 546 and its e-mail is info@biofish.no. The Company's website can be found at www.BioFish.no.
Competent authority	The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet), with registration number 840 747 972.
	Postal address: P.O. Box 1187 Sentrum NO-0107 Oslo Norway Phone: +47 22 93 98 00 E-mail: post@finanstilsynet.no
Date of approval of the prospectus	12 July 2021
Section B - Key information on the issuer
Who is the issuer of the securities? Corporate information
	The Company, BioFish Holding AS, is a private limited company organized and existing under the laws of Norway pursuant to the Norwegian Public Limited Companies Act. The Company was incorporated in Norway on 17 March 2016, its registration number in the Norwegian Register of Business Enterprises is 916 944 748 and its LEI-no. is 549300BU24YQIH7G3038.
Principal activities	BioFish is an established producer of large smolt (Atlantic Salmon) for sale to external clients producing harvest sized salmon. BioFish is operating one facility on the Norwegian west coast.
Major Shareholders	Shareholders owning 5% or more of the Shares have an interest in the Company's share capital which is notifiable pursuant to the Norwegian Securities Trading Act. As of the date of this Prospectus, no shareholder, other than those set out in the table below holds more than 5% of the issued Shares.
Shareholder name	Ultimate Owner	Form of control	Number of shares	Percent
Monaco Invest AS	Torbjørn Skulstad		3,200,000	50.0%
YME Fish AS	Morten Harsvik		3,200,000	50.0%
Total			6,400,000	100.0%

Key managing directors	The Group's management team consists of 3 individuals. The names of the members of the Management and their respective positions are presented in the table below.
	Name Torbjørn Skulstad	Position Managing Director of the Company
	Ole Fredrik Skulstad	Managing Director of BioFish AS
	Ralf Kröckel	Operational Manager
Statutory auditor		The Group's auditor is Collegium Revision AS with registration number 988 782 041, with its registered address at Øvre Kråkenes 17, 5152 Bønes, Norway.

What is the key financial information regarding the issuer?

Selected information			historical key financial The following selected financial information has been extracted from the Group's consolidated audited financial statements as of and for the years ended 31 December 2018, 31 December 2019, and 31 December 2020.The Financial Statements have been prepared in accordance have been prepared in accordance with Norwegian Generally Accepted Accounting Principles ("NGAAP").
			The selected financial information included herein should be read in connection with, and is qualified in its entirety by reference to, the financial information included in Appendix B, Appendix C and Appendix D of this Prospectus.

In NOK

Selected statement of comprehensive income and other comprehensive income information	Year ended 31 December 2018 audited)	Year ended 31 December 2019 (audited)	Year ended 31 December 2020 (audited)
Total income	12,710,274	17,521,223	30,923,355
Operating profit (loss)	4,082,545	3,085,115	6,831,084
Net financial income (expense)	(2,641,482)	151,112	1,939,541
Profit (loss) for the period	(451,165)	2,439,838	6,814,613

In NOK

Selected statement of financial position information	Year ended 31 December 2018 (audited)	Year ended 31 December 2019 (audited)	Year ended 31 December 2020 (audited)
ASSETS
Total non-current assets	69,140,001	104,823,585	124,464,121
Total current assets	25,700,032	25,031,851	17,562,814
TOTAL ASSETS	94,840,033	129,855,416	142,026,935
EQUITY AND LIABILITIES
Total equity	9,657,572	14,152,351	20,966,325
Total non-current liabilities	46,850,113	49,409,226	53,507,101
Total current liabilities	38,332,348	66,293,839	67,553,509
TOTAL EQUITY AND LIABILITIES	94,840,033	129,855,416	142,026,935
Selected statement of cash flow information	Year ended 31 December 2020	Year ended 31 December 2019	Year ended 31 December 2018

	(audited)	(audited)	(audited)
Net cash flow from operating activities	13 324 467	28 013 294	18 653 718
Net cash flow from investing activities	- 21 528 043	- 36 283 564	- 58 341 331
Net cash flow from financing activities	2 520 515	4 482 215	46 113 832
Cash and cash equivalents at the beginning of the year/period	6 160 453	9 948 511	3 522 295
Cash and cash equivalents at end of period	477 389	6 160 453	9 948 514

What are the key risks that are specific to the issuer?

Material risk factors · Production using Recirculating Aquaculture System ("RAS") involves and inherent risk of technical failures, faults in production, operations, maintenance · As design and engineering of a RAS-facility is complex and involves several uncertainties, the Group is exposed to risk of miscalculations or mistakes during design and engineering that cannot be remedied in full. · The Group will be dependent on regularity and quality delivered by its suppliers to maintain the production plan · The Group's operations are subject to several biological risks which could have a negative impact on future profitability and cash flows. A failure from any of the Group's suppliers, transporters or other third-parties to deliver according to contract, may cause significant reputational damage for the Group, which may lead to impaired relationships with buyers and other important business connections. · A failure by the Group to meet new and existing market or governmental requirements may reduce the demand for their products which, in turn, may have a material adverse effect on the Group. · Feed costs accounts for a significant portion of the Group's total production costs, and an increase in feed prices could thus have a major impact on the Group's future profitability.

Section C – Key information on the securities

What are the main features of the securities?

Type, class and ISIN	All of the Shares are common shares in the Company and have been created under the Norwegian Private Limited Companies Act. The existing Shares are, and the New Shares will be registered in book-entry form with the VPS and have ISIN NO 001 0955198.
Currency, par value and number of securities	The Shares will be denominated in NOK. Prior to the Admission, the Shares have not been publicly traded. The Company has 6,400,000 shares in issue, each with a nominal value of NOK 1. The Shares have an indefinite term.
Rights attached to the securities	The Company has one class of shares in issue, and in accordance with the Norwegian Private Limited Companies Act, all shares in that class provide equal rights in the Company. Each of the Shares carries one vote.
Transfer restrictions	The Articles of Association do not provide for any restrictions on the transfer of Shares, or a right of first refusal. Share transfers are not subject to approval by the Board of Directors
Dividend and dividend policy	The Company's dividend policy is to have a pay-out ratio of 50 per cent of its net result, provided that the Company's capital adequacy is at a satisfactory level. There can be no assurance that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy.

Where will the securities be traded?

It is expected that Oslo Børs will approve the Shares to be admitted for trading on Euronext Growth on or about 2 August 2021, a multilateral trading facility operated by Oslo Børs, subject only to completion of the Offering. The Company has not applied for admission to trading of the Shares on any stock exchange, regulated market or on any multi trading facility (MTF) other than Euronext Growth.

What are the key risks that are specific to the securities?

Material risk factors

• There is no prior regulated market for the Shares, and an active trading market may not develop
• · Future issuances of Shares or other securities may dilute the holdings of shareholders and could materially affect the price of the Shares

Section D - Key information on the offer of securities to the public and/or the admission to trading on a regulated market

Under which conditions and timetable can I invest in this security?

Terms and conditions of the offering The Offering consists of

• · An Institutional Offering, in which Offer Shares are being offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from the prospectus and registration requirements, and (c) investors in the United States who are QIBs in transactions exempt from requirements under the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 1,000,000.
• · A Retail Offering, in which Offer Shares are being offered to the public in Norway and Denmark subiect to a lower limit per application of NOK 10.750 and an upper limit per application of NOK 999,999 for each investor. Investors who intend to place an order in excess of NOK 999,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit.

All offers and sales in the United States will be made only to QIBs as defined in Rule 144A or in other transactions exempt from registration requirements under the U.S. Securities Act. All offers and sales outside the United States will be made in compliance with Regulation S.

Timetable in the offering The key dates in the Offering are set out below. Note that the Company together with the Manager, reserve the right to shorten the Bookbuilding Period and/or the Application Period. In the event of a shortening of the Bookbuilding Period and/or the Application Period, the allocation date, the payment due date and the dates of delivery of Offer Shares will be changed accordingly, but the date of the Admission and commencement of trading on Oslo Børs may not necessarily be changed.

Bookbuilding Period commences	14 July 2021
Bookbuilding Period ends	21 July 2021
Application Period commences	14 July 2021
Application Period ends	21 July 2021
Allocation of the Offer Shares	23 July 2021
Publication of the results of the Offering	23 July 2021
Distribution of allocation notes	23 July 2021
Accounts from which payment will be debited in the
Retail Offering to be sufficiently funded	26 July 2021
Payment date in the Retail Offering	27 July 2021
Delivery of the Offer Shares in the Retail Offering	27 July 2021
(subject to timely payment)
Payment date in the Institutional Offering	27 July 2021
Delivery of the Offer Shares in the Institutional Offering	27 July 2021
Admission and commencement of trading in the Shares	3 August 2021

Admission to trading

It is expected that Oslo Børs will approve the Shares to be admitted for trading on Euronext Growth on or about 2 August 2021, a multilateral trading facility operated by Oslo Børs, subject only to completion of the Offering.

	The Company currently expects commencement of trading in the Shares on Euronext Growth on or about 3 August 2021.
Distribution plan	In the Institutional Offering, the Company together with the Manager, will determine the allocation of Offer Shares. An important aspect of the allocation principles is the desire to create an appropriate long-term shareholder structure for the Company. The allocation principles will, in accordance with normal practice for institutional placements, include factors such as premarketing and management road-show participation and feedback, timeliness of the order, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Company and the Manager further reserve the right, at their sole discretion, to consider the creditworthiness of any applicant. The Company and the Manager may also set a maximum allocation or decide to make no allocation to any applicant.
	In the Retail Offering, no allocations will be made for a number of Offer Shares representing an aggregate value of less than NOK 10,750 per applicant provided, however, that all allocations will be rounded down to the nearest number of whole Offer Shares and the payable amount will hence be adjusted accordingly. One or multiple orders from the same applicant in the Retail Offering with a total application amount in excess of NOK 999,999 will be adjusted downwards to an application amount of NOK 999,999. In the Retail Offering, allocation will be made on a pro rata basis using the VPS automated simulation procedures, provided, however, that the Company and the Manager reserve the right, at their sole discretion, to give full allocation to employees of the Group and members of the Board of Directors having applied for Offer Shares in the Retail Offering.
	Nordnet customers may apply for Offer Shares through Nordnet's Online Service. Applications through Nordnet can be made up until 23:59 on 21 July 2021. To ensure that they do not lose their right to any allotment, Nordnet customers must have sufficient funds available in their account from 23:59 on 21 July 2021 until the Payment Date, which is expected to be 27 July 2021. More information regarding the application through Nordnet is available on www.nordnet.no / www.nordnet.dk.
Dilution	The amount and percentage of immediate dilution resulting from the Offering for the Company's shareholders who did not participate in the Offering is approximately NOK 120 -150 million and maximum 52.24%, respectively.
Total expenses of the issue/offer	The transaction costs for the Company related to the Offering and the Admission is estimated to be approximately between NOK 8.0 million and NOK 10.0 million (excluding VAT) based on the assumption that the maximum number of Offer Shares are applied for and allocated in the Offering. No expenses or taxes will be charged by the Company or the Manager to the applicants in the Offering.
Why is this Prospectus being produced?
Reasons for the offer/admission to trading	The Company believes that the Offering and the Admission will: finance growth plan; ● refinance debt; 0 strengthen the working capital of the Company; ● diversify and increase the shareholder base; further improve its ability to attract and retain key management and employees; provide a marketplace for the Shares and give the Company improved access to the capital markets for potential future funding; and strengthen the Group's profile with investors and business partners.
Use of proceeds	The Group will use the net proceeds from the Offering to refinance outstanding debt and expand existing RAS facility with additional tanks (completion and additional) to achieve production capacity of up to 2,200 tons.

Conflicts of interest The Manager or its affiliates have provided from time to time, and may provide in the future, investment and commercial banking services to the Company and its affiliates in the ordinary course of business, for which it may have received and may continue to receive customary fees and commissions and may come to have interests that may not be aligned or could potentially conflict with the interests of the

The Offering is not underwritten.

Underwriting

Company and investors in the Company. The Manager does not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Manager will receive a management fee in connection with the Offering and, as such, have an interest in the Offering.

DANISH TRANSLATION OF SUMMARY

RESUMÉ

Afsnit A – Indledning og advarsler

Advarsel	Dette resumé bør læses som en introduktion til prospektet. Enhver beslutning om at investere i værdipapirerne bør træffes på baggrund af investorens vurdering af prospektet som helhed. En investering i Selskabets Aktier er forbundet med iboende risikofaktorer, og investoren kan miste hele af sin investerede kapital. Hvis et krav vedrørende oplysningerne i prospektet indbringes for en domstol, kan den sagsøgende investor i henhold til den nationale lovgivning være forpligtet til at betale omkostningerne til oversættelse af prospektet, inden retssagen indledes. Kun de personer, som har indgivet resuméet, herunder eventuelle oversættelser heraf, kan ifalde et civilretligt erstatningsansvar, men kun hvis resuméet er misvisende, ukorrekt eller uoverensstemmende, når det læses sammen med de øvrige dele af prospektet, eller hvis det ikke, når det læses sammen med prospektets øvrige dele, indeholder nøgleoplysninger, således at investorerne lettere kan tage stilling til, om de vil investere i de pågældende værdipapirer.
Værdipapirer	Selskabet har udstedt én kapitalklasse, og alle Aktierne i den klasse har lige ret i Selskabet. Hver af Aktierne har én stemme. Aktierne er udstedt i henhold til den norske anpartsselskabslov (lov om aksjeselskaper) og er registreret elektronisk i VPS under ISIN-kode 001 0955198.
Udsteder	Selskabets registreringsnummer i det norske selskabsregister er 916 944 748, og LEI-koden er 549300BU24YQIH7G3038. Selskabets hjemsted er beliggende på adressen Leirvikveien 34A, 5179 Godvik, Norge, og Selskabets hovedtelefonnummer på den adresse er +47 483 81 546, og e-mailadressen er info@biofish.no. Selskabets website er tilgængeligt på www.BioFish.no.
Kompetent myndighed	Det norske finanstilsyn (Finanstilsynet) med registreringsnummer 840 747 972.
	Postadresse: P.O. Box 1187 Sentrum NO-0107 Oslo Norge Tif : +47 22 93 98 00 E-mail: post(@finanstilsynet.no
Prospektets godkendelsesdato	12. juli 2021
Afsnit B - Nøgleoplysninger om udstederen
Hvem udsteder værdipapirerne?
Selskabsoplysninger	Selskabet, BioFish Holding AS, er et anpartsselskab, som er registreret og eksisterende i henhold til norsk lovgivning i medfør af den norske anpartsselskabslov. Selskabet blev stiftet i Norge 17. marts 2016, registreringsnummeret i det norske selskabsregister er 916 944 748, og LEI-koden er 549300BU24YQIH7G3038.
Hovedaktiviteter	BioFish er en etableret producent af store smolt (atlantiske laks) med henblik på salg til eksterne kunder, der producerer laks, som er store nok til at blive høstet. BioFish driver et anlæg på den norske vestkyst.
Større Aktionærer	Aktionærer, der ejer 5% eller mere af Aktierne, har en ejerandel i Selskabets kapital, som er anmeldelsespligtig i henhold til den norske lov om værdipapirhandel (lov om verdipapirhandel). Der er pr. datoen for dette Prospekt ingen kapitalejer ud over dem, der fremgår af nedenstående skema, der ejer mere end 5% af de udstedte Aktier.
Aktionærernes navn	Ultimativ ejer	Form for kontrol	Antal Aktier	Procent
Monaco Invest AS	Torbjørn Skulstad		3.200.000	50,0%
YME Fish AS	Morten Harsvik		3.200.000	50,0%
l alt			6.400.000	100,0%

Nøgledirektører

Koncernens ledelse består af 3 personer. Navnene på ledelsesmedlemmerne og deres respektive stillinger fremgår af skemaet nedenfor.

	Navn	Stilling
	Torbjørn Skulstad	Administrerende direktør i Selskabet
	Ole Fredrik Skulstad	Administrerende direktør i BioFish AS
	Ralf Kröckel	Driftsleder
Autoriseret revisor	Koncernens revisor er Collegium Revisjon AS med registreringsnummer 988 782 041 og hjemsted på adressen Øvre Kråkenes 17, 5152 Bønes, Norge.

Hvad er udstederens nøgleregnskabsoplysninger?

Udvalgte	historiske Følgende udvalgte regnskabsoplysninger er et uddrag af Koncernens reviderede
nøgleregnskabsoplysninger	koncernregnskab pr. og for regnskabsårene med afslutning 31. december 2018,
	31. december 2019 og 31. december 2020.
	HONE NICATEL AU UNAMARARE ALEMENDERMANDA MEN A A HAURICA AUGURALIAE

Årsregnskaberne er udarbejdet i overensstemmelse med de norske almindeligt anerkendte regnskabsprincipper ("NGAAP").

De udvalgte regnskabsoplysninger, som er medtaget heri, skal ses i sammenhæng med regnskabsoplysningerne i Bilag B, Bilag C og Bilag D til dette Prospekt, og der tages forbehold for de udvalgte regnskabsoplysninger i deres helhed under henvisning til ovenstående bilag.

I NOK

Udvalgte oplysninger fra resultatopgørelsen og andre oplysninger vedrørende indtægter	Regnskabsåret afsluttet	Regnskabsåret afsluttet	Regnskabsåret afsluttet 31. december 2020
	31. december 2018	31. december 2019	(revideret)
	(revideret)	(revideret)
Indtægter i alt	12.710.274	17.521.223	30.923.355
Driftsresultat (tab)	4.082.545	3.085.115	6.831.084
Nettofinansindtægt (udgift)	(2.641.482)	151.112	1.939.541
Periodens resultat (underskud)	(451.165)	2.439.838	6.814.613

I NOK

Udvalgte oplysninger fra balancen	Regnskabsaret afsluttet 31. december 2018 (revideret)	Regnskabsåret afsluttet 31. december 2019 (revideret)	Regnskabsåret afsluttet 31. december 2020 (revideret)
AKTIVER
Langfristede aktiver i alt	69.140.001	104.823.585	124,464,121
Kortfristede aktiver i alt	25.700.032	25.031.851	17.562.814
AKTIVER I ALT	94.840.033	129.855.416	142.026.935

PASSIVER

Egenkapital i alt	9.657.572	14.152.351	20.966.325
Langfristede forpligtelser i alt	46.850.113	49.409.226	53.507.101
Kortfristede forpligtelser i alt	38.332.348	66.293.839	67.553.509
PASSIVER I ALT	94.840.033	129.855.416	142.026.935
Udvalgte oplysninger fra pengestrømsopgørelsen	Regnskabsåret afsluttet 31. december 2020 (revideret)	Regnskabsåret afsluttet 31. december 2019 (revideret)	Regnskabsåret afsluttet 31. december 2018 (revideret)
Nettopengestrømme fra driftsaktiviteter	13 324 467	28 013 294	18 653 718
Nettopengestrømme fra investeringsaktiviteter	21 528 043	- 36 283 564	- 58 341 331
Nettopengestrømme fra finansieringsaktiviteter	2 520 515	4 482 215	46 113 832
Likvide midler ved årets/periodens begyndelse
	6 160 453	9 948 511	3 522 295
Likvide midler ved periodens afslutning	477 389	6 160 453	9 948 514

Hvad er de vigtigste risici, der er specifikke for udstederen?

Væsentlige risikofaktorer

• Produktion med anvendelse af recirkulerende akvakultursystem ("RAS") er forbundet med en iboende risiko for tekniske fejl, produktions-, driftsog vedligeholdelsesfejl.
• Da design og konstruktion af et RAS-anlæg er kompleks og forbundet med adskillige usikkerhedsmomenter, er Koncernen udsat for risikoen for fejlberegninger eller fejltagelser i design- og konstruktionsfasen, som ikke fuldt ud kan afhjælpes.
• Koncernen er afhængig af regelmæssigheden og kvaliteten, som dens leverandører leverer, for at opretholde produktionsplanen.
• · Koncernens drift er udsat for adskillige biologiske risici, som kan have en negativ indvirkning på fremtidig indtjening og pengestrømme.
• Manglende kontraktmæssig levering fra en af Koncernens leverandører, transportører eller øvrige tredjemænd kan skade Koncerns omdømme betydeligt, hvilket kan medføre et forringet forhold til købere og andre vigtige forretningsforbindelser.
• myndighedskrav kan nedsætte efterspørgslen på deres produkter, som igen kan have en væsentlig negativ indvirkning på Koncernen.
• Foderomkostninger udgør en væsentlig del af Koncernens samlede produktionsomkostninger, og en stigning i foderpriser kan således have en stor betydning for Koncernens fremtidige indtjening.

Afsnit C – Nøgleoplysninger om værdipapirerne

Hvad er værdipapirernes vigtigste karakteristika?

Type, klasse og ISIN	Alle Aktierne er ordinære Aktier i Selskabet og er oprettet i henhold til den norske anpartsselskabslov (lov om aksjeselskapser). De nuværende Aktier er og de Nye Aktier vil blive registreret elektronisk i VPS og har ISIN-kode 001 0955198.
værdi og antal	Værdipapirernes valuta, pålydende Aktierne er denomineret i NOK. Aktierne har ikke forud for Optagelsen været handlet offentligt. Selskabet har udstedt 6.400.000 aktier, hver med en nominel værdi på NOK 1. Aktierne er tidsubegrænsede.
Rettigheder knyttet til værdipapirerne	Selskabet har udstedt én aktieklasse, og i henhold til den norske anpartsselskabslov har alle aktier i den klasse lige ret i Selskabet. Hver af Aktierne har én stemme.
Begrænsninger i omsættelighed	Vedtægterne indeholder ikke bestemmelser om begrænsninger i Aktiernes omsættelighed eller om forkøbsret. Overdragelse af Aktier skal ikke godkendes af Bestyrelsen.
Udbytte og udbyttepolitik	Det er Selskabets udbyttepolitik at have en udbetalingsprocent på 50% af nettooverskuddet, forudsat at Selskabets kapitaldækning ligger på et tilfredsstillende niveau. Der kan ikke gives sikkerhed for, at der i et givent år foreslås eller erklæres, eller hvis det er foreslået eller erklæret, at udbyttet vil være som påtænkt i politikken.

Hvor bliver værdipapirerne handlet?

Det forventes, at Oslo Børs vil godkende, at Aktierne optages til handel på Euronext Growth, som er en multilateral handelsfacilitet drevet af Oslo Børs, omkring 2. august 2021 alene betinget af Udbuddet. Selskabet har ikke søgt om optagelse af Aktierne til handel på en anden fondsbørs, et andet reguleret marked eller en anden multilateral handelsfacilitet (MTF) ud over Euronext Growth.

Hvad er de vigtigste risici, der er specifikke for værdipapirerne?

Væsentlige risikofaktorer

• · Der er ikke noget tidligere reguleret marked for Aktierne, og det er ikke sikkert, at der udvikles et aktivt handelsmarked
• Fremtidige udstedelser af Aktier eller værdipapirer kan udvande Aktionærers ejerandele og kan have en væsentlig indvirkning på Aktiernes kurs

Afsnit D – Nøgleoplysninger vedrørende udbuddet af værdipapirer til offentligheden og/eller optagelse til handel på et reguleret marked

Hvilke betingelser og hvilken tidsplan gælder for min investering i værdipapirerne?

Vilkår og betingelser for udbuddet Udbuddet består af:

• · Et Institutionelt Udbud, hvor Udbudte Aktier udbydes til a) institutionelle og professionelle investorer i Norge, b) investorer uden for Norge og USA, som er underlagt gældende undtagelser fra prospekt- og registreringskrav, og c) investorer i USA, som er kvalificerede institutionelle købere (QIBs) i transaktioner, som er undtaget fra registreringskrav i henhold til den amerikanske værdipapirhandelslov (U.S. Securities Act). For det Institutionelle Udbud gælder der en nedre grænse pr. ansøgning på NOK 1.000.000.
• Et Detailudbud, hvor Udbudte Aktier udbydes til offentligheden i Norge og Danmark til en nedre grænse pr. anmodning på NOK 10.750 og en øvre grænse pr. anmodning på NOK 999.999 for hver investor. Hvis der er investorer, der ønsker at afgive ordrer for mere end NOK 999,999, skal dette ske i det Institutionelle Udbud. Flere ansøgninger fra én ansøger i Detailudbuddet behandles som én ansøgning på den maksimale ansøgningsgrænse.

Alle udbud og salg i USA sker kun til kvalificerede institutionelle købere (QIBs) som defineret i Rule 144A eller i andre transaktioner undtaget fra registreringskrav i henhold til den amerikanske værdipapirhandelslov. Alle udbud og salg uden for USA skal ske i overensstemmelse med Regulation S.

Nøgledatoerne i Udbuddet er anført nedenfor. Bemærk, at Selskabet sammen med Manager forbeholder sig ret til at forkorte Bookbuilding-perioden og/eller Tegningsperioden. I tilfælde af at Bookbuilding-perioden og/eller Tegningsperioden forkortes, ændres datoen for tildeling, betalingsdatoen og leveringsdatoen vedrørende de Udbudte Aktier tilsvarende, men datoen for Optagelse og påbegyndelse af handel på Oslo Børs ændres ikke nødvendigvis.

Bookbuilding-perioden begynder	14. juli 2021
Bookbuilding-perioden slutter	21. juli 2021
Tegningsperioden begynder	14. juli 2021
Tegningsperioden slutter	21. juli 2021
Tildeling af de Udbudte Aktier	23. juli 2021
Offentliggørelse af resultatet af Udbuddet	23. juli 2021
Distribution af tildelingsmeddelelser	23. juli 2021
Konti, som betalingen hæves på i Detailudbuddet, skal
have tilstrækkelig dækning	26. juli 2021
Betalingsdato i Detailudbuddet	27. juli 2021
Levering af de Udbudte Aktier i Detailudbuddet (med forbehold for rettidig betaling)	27. juli 2021
Betalingsdato i det Institutionelle Udbud	27. juli 2021
Levering af de Udbudte Aktier i det Institutionelle Udbud	27. juli 2021
Optagelse og påbegyndelse af handel med Aktierne	3. august 2021

Optagelse til handel

Tidsplan for udbuddet

Tildelingsplan

Det forventes, at Oslo Børs vil godkende, at Aktierne optages til handel på Euronext Growth, som er en multilateral handelsfacilitet drevet af Oslo Børs, omkring 2. august 2021 alene betinget af gennemførelse af Udbuddet.

Selskabet forventer p.t. påbegyndelse af handel med Aktierne på Euronext Growth omkring 3. august 2021.

l forbindelse med det Institutionelle Udbud fastsætter Selskabet sammen med Manager tildelingen af de Udbudte Aktier. Ønsket om at skabe en passende kapitalejerstruktur for Selskabet på lang sigt er et vigtigt aspekt i forbindelse med tildelingsprincipperne. Tildelingsprincipperne omfatter i overensstemmelse med almindelig praksis for institutionelle placeringer faktorer såsom premarketing samt deltagelse i og feedback på ledelsens road-show, ordrens rettidighed, relativ størrelse på ordrer, branchekendskab, investeringshistorik, opfattelsen af investorkvalitet og investeringshorisont. Selskabet og Manager forbeholder sig desuden ret til efter eget valg at tage en ansøgers kreditværdighed i betragtning. Selskabet og Manager kan også fastsætte en maksimal tildeling eller beslutte ikke at foretage tildeling til en ansøger.

I Detailudbuddet foretages der ikke tildeling vedrørende et antal Udbudte Aktier, som repræsenterer en samlet værdi på under NOK 10.750 pr. ansøger, dog således at alle tildelinger rundes ned til nærmeste antal hele Udbudte Aktier, og beløbet, der skal betales, reguleres således tilsvarende. En eller flere ordrer fra samme ansøger i Detailudbuddet med et samlet ansøgningsbeløb på mere end NOK 999.999 reguleres i nedadgående retning til et ansøgningsbeløb på NOK 999.999. I Detailudbuddet foretages tildelingen forholdsmæssigt ved at anvende VPS'

	automatiserede simulationsprocedurer, dog således at Selskabet og Manager forbeholder sig ret til efter eget valg at foretage fuld tildeling til Koncernens medarbejdere og medlemmer af Bestyrelsen, som har ansøgt om Udbudte Aktier i Detailudbuddet.
	Kunder i Nordnet kan ansøge om Udbudte Aktier gennem Nordnets Online Service. Ansøgninger gennem Nordnet kan foretages indtil 20. juli 2021 kl. 23.59. For at sikre at de ikke mister retten til en eventuel tildeling, skal kunder i Nordnet have tilstrækkelig dækning på deres konti fra 20. juli 2021 kl. 23.59 indtil Betalingsdatoen, som forventes at være 26. juli 2021. Flere oplysninger vedrørende ansøgningen gennem Nordnet er tilgængelige på www.nordnet.no / www.nordnet.dk.
Udvanding	Beløbet og procentdelen af den umiddelbare udvanding som følge af Udbuddet til Selskabets Aktionærer, som ikke deltog i Udbuddet, er henholdsvis ca. NOK 120- 150 millioner og højst 52,24%.
Udgifter i udstedelsen/udbuddet	alt forbundet med Transaktionsomkostningerne for Selskabet vedrørende Udbuddet og Optagelsen er anslået til mellem ca. NOK 8,0 millioner og NOK 10,0 millioner (inklusive moms) baseret på en forudsætning om, at der er ansøgt om og tildelt det maksimale antal af Udbudte Aktier i Udbuddet. Selskabet eller Manager opkræver ikke udgifter eller skatter fra ansøgerne i Udbuddet.
Hvorfor er Prospektet udarbejdet?
handel	Arsagerne til udbuddet/optagelsen til - Selskabet er af den opfattelse af Udbuddet og Optagelsen vil: finansiere vækstplanen, ● refinansiere gæld, styrke Selskabets arbejdskapital, ● · skabe variation i og forhøje kapitalejerbasen, • videreudvikle evnen til at tiltrække og fastholde nøglepersoner i ledelsen og nøglemedarbejdere, • skabe en handelsplads for Aktierne og give Selskabet forbedret adgang til kapitalmarkederne med henblik på potentiel fremtidig finansiering, og · styrke Koncernens profil over for investorer og forretningsforbindelser.
Anvendelse af provenu	Koncernen vil anvende nettoprovenuet fra Udbuddet til at refinansiere udestående gæld og udvide det eksisterende RAS-anlæg med yderligere tanke (færdiggørelse og tilføjelse) med henblik på at opnå en produktionskapacitet på op til 2.200 tons.
Ydelse af tegningsgaranti	Der ydes ikke tegningsgaranti for Udbuddet.
Interessekonflikter	Manager eller dennes indbyrdes forbundne virksomheder har fra tid til anden ydet, og kan i fremtiden yde, investerings- og erhvervsbankydelser til Selskabet og dets indbyrdes forbundne virksomheder som led i den ordinære drift, som Manager måtte have modtaget og kan forsætte med at modtage sædvanlige honorarer og provisioner for, og kan få interesser, som ikke nødvendigvis er i overensstemmelse med eller potentielt kan være i strid med de interesser, som Selskabet og investorer i Selskabet har. Manager agter ikke at oplyse omfanget af eventuelle investeringer eller transaktioner af den art, bortset fra i overensstemmelse med eventuelle retlige eller myndighedsmæssige forpligtelser hertil.

Manager modtager et forvaltningshonorar i forbindelse med Udbuddet og har således en interesse i Udbuddet.

5,6.)\$&7256

An investment in the Shares involves inherent risk. Before making an investment decision with respect to the Shares, investors should carefully consider the risk factors and all information contained in this Prospectus, including section 0 "Operational and financial review" and the Financial Statements and accompanying notes. The risks and uncertainties described in this Section 2 are the principal known risks and uncertainties faced by the Group as of the date hereof that the Company believes are the material risks relevant to an investment in the Shares. An investment in the Shares is suitable only for investors who understand the risks associated with this type of investment and who can afford to lose all or part of their investment. The risk factors included in this Section 2 are presented in a limited number of categories, where each risk factor is sought placed in the most appropriate category based on the nature of the risk it represents. Within each category the risk factors deemed most material for the Group, taking into account their potential negative affect for the Company and its subsidiaries and the probability of their occurrence, are set out first. This does not mean that the remaining risk factors are ranked in order of their materiality or comprehensibility, nor based on a probability of their occurrence. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described herein should not be considered prior to making an investment decision in respect of the Shares. If any of the following risks were to materialize, individually or together with other circumstances, they could have a material and adverse effect on the Group and/or its business, financial condition, results of operations, cash flows, time to market and/or prospects, which could cause a decline in the value and trading price of the Shares, resulting in the loss of all or part of an investment in the same.

The risks mentioned herein could materialize individually or cumulatively. The information in this Section 2 is as of the date of this Prospectus.

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The Group will be dependent on regularity and quality delivered by its suppliers to maintain the production plan 2.1.4

The Group's operations require several critical input factors for its production, including among others sea water from the Hardangerljord, fresh water from Eidesvatnet, electricity, fish eggs and fish feed. The Group will be dependent on regularity and quality delivered by its suppliers to maintain the production plan. In particular, the Group's operations depend on obtaining and maintaining access to a steady supply of clean water, and be able to properly handle discharge water, and the wailability of fish eqgs. Other operations risks may also lead to interruptions in the facility, inability, inability to comply with obligations towards customers, third party liability or loss of biomass. If any of these risks should materialise, they could have an adverse effect on the Group's business, revenue, profit and financial condition.

2.1.5 -The Group's operations are subject to several biological risks

The Group's operations at its RAS facility at Kvam are subject to several biological risks which could have a negative impact on future profitability and cash flows. Biological risks include for instance oxygen depletion, diseases, viruses, algae blooms and other contaminants, which may have adverse effects on fish sunvival, health, growth and result in reduced smot weight and losses, downgrading of products and claims from customers. An outbreak of a significant or severe disease represents a cost for the Group through e.g. direct loss of fish, loss of biomass growth, and poorer quality on the smolt, but may also be followed by a subsequent period of reduced production capacity and loss of income. The most severe diseases may require culling and disposal of the entire stock, disinfection of the farm and a short subsequent fallow period as preventative measures to stop the disease from spreading. Continued disease problems may also attract negative media attention and public concerns. The Group has not experienced any severe biological issues until now, but that such risks will materialise in the future. Epidemic outbreaks of diseases may have a material adverse effect on the business, financial condition, results of cash flow of the Group.

2.1.6 Risks arising from the Group's contractual relationships with suppliers and transporters, processors and vendors of fish products

In connection with development of the Group's RAS facility at Kvam and, upon commencement of transportation and sale of smolt, the Group must within a significant extent rely upon its counterparties, to fulfil their contractual obligations towards the Group. Should any supplier, transporter or other third-parties, fail to deliver according to contract, the Group may be at risk of suffering significant reputational damage, which may lead to impaired relationships with buyers and other important business connections. Furthermore, breach of counterparties may i.e. also expose the Group to risk of disputes and legal proceedings arising from contractual liability, as well as a reduction of revenues.

2.1.7

As the aquaculture industry has intensified production levels, the biological limits for how fast fish can grow have also been challenged. As with all other forms of intensive food production-related disorders may arise, i.e. disorders caused by intensive farming methods. As a rule, such disorders appear infrequently, are multi factorial, and with variable severity. The Group has not experienced any severe production-related disorders at its RAS facility at Kvam, but it cannot be ruled out that such risks will materialise in the future.

The most important production-related disorders relate to physical deformities and cataracts, which may lead to financial loss in the form of reduced growth and fish health, reduced quality on harvesting, and damage to the industry, which in turn may have a material adverse effect on the Group's results, financial condition, cash flow and prospects.

2.1.8 Risks related to feed costs and supply

Feed costs accounts for a significant portion of the Group's total production costs, and an increase in feed prices could thus have a major impact on the Group's future profitability. Feed prices are directly linked to the global meal, animal proteins and fish/vegetable/animal oils which are the main ingredients in the prices of these raw materials will accordingly result in an increase in feed prices. The Group's current customer agreements do not enable the Group to pass on increased feed costs to its customers, and there can be no assurance that the Group will be able to include such right in its future customer agreements. As the main feed suppliers normally enter into fixed contracts and adapt their production volumes to prevaling supply commitments, there is limited excess of fish feed available in the market. If one or more of the feed contracts the Group may enter into in the future were to be terminated on short notice prior to their respective expiration dates, the Group could not be able to find alternative suppliers in the market. Shortage in feed supply may lead to starving fish, accelerated harvesting, loss of biomass and reduced income.

2.1.9 Risks related to food safety and health concerns

Food safety issues and perceived health concerns may in the future have a negative impact on the Group. It will be of critical importance to the Group that its future products are perceived as safe and healthy in all relevant markets. The food industry in general experiences increased customer awareness with respect to food safety, information, and

traceability. The Group has a vision of zero (or close to zero) emissions in its a strong sustainability focus in its production, and has not experienced any severe issues with regard to food safety. However, if the Group should fail to meet new and existing market or governments, this may reduce the demand for its products which, in turn, may have a material adverse effect on the Group.

2.1.10 Change in smolt prices could have an adverse impact on the Company's business and its financial position

The Group's financial position and future prospect are dependent on the Smolt price has historically been much more stable than the price for large salmon for human consumption. In a normal Smolt market, the price per unit is strongly linked to the size of the fish (gram). The Group assumes that the market price will continue to the smolt size but will always be subject to the balance between total supply and demand. No assurance can be given that the demand for smolt will not decrease in the future. The entrants of new producing geographical areas or the issuance of new production licenses could result in a general overproduction in the industry. Short term or long-term decreases in the price a material adverse effect on the business, financial condition, prospects, results of operations of the Group.

2.2 Risks related to laws and regulations

2.2.1 The Group is subject to extensive regulations

The Group's smolt production at its RAS facility at Kvam is regulations relating to environmental protection, food safety, hygiene, and animal welfare (among other Global GAP certification). Further, smolt farming is strictly regulated by licenses and permits granted by the authorities. Future changes in the laws and regulations applicable and are bevond the control of the Group. Such changes could imply the need to materially alter the Group's operations and set-up and may prompt the need to apply for further permits, which could in turn have a material adverse financial condition, results of operations, prospects, or cash flow of the authorities may introduce further regulations for the operations of the Group's facilities, e.g. regarding standards for production facilities, capacity requirements, feed quotas, fish density, site allocation conditions or other parameters for production, which may negatively impact the Group. Further, any changes in applicable tax laws and regulations could negatively affect the Group. For example, changes that result in a materially higher effective tax rate on earnings could have material adverse effects on the Group's financial results.

2.2.2 Risk relating to the Group's current and future expected licences

The Group is to a significant extent dependent on maintaining its current licenses (also known as concessions) to operate its RAS facility and to sustain and expand its revenues and business in accordance with its expansion plans. There are strict requirements relating to the granting of such license is granted, the Group is from that point subject to strict regulations when it comes to the operation of its licensed smolt farms. The Group is currently in a process of acquiring a new extended aquaculture license, section 8.6 provides a description of the application process. The Group has not experienced any rejections of its license applications, or withdrawal of issued licenses. However, there can be no assurances that the Group will maintain its current licenses or be granted the necessary future licenses to sustain or expand its operations in the future of maintaining current licenses or being issued necessary future licenses may have a material adverse impact on the Group's business, financial conditions, results of operation and liquidity.

223 Environmental risk

The Group's operations at its RAS facility at Kyam are subject to environments which govern, among other matters. wastewater discharges, solid and hazardous waste management, and the use, composition, and transportation of hazardous materials. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance, including peralties if the Group fails to comply with these requirements, can be expected to increase over time. Breach of environmental requirements may lead to fines or, in the event of serious and protracted breaches, revocation license. The Group is dependent on obtaining and keeping its production licenses. Thus, a breach of appliable environments may have a material adverse impact on the Group's business, financial conditions, results of operation and liquidity.

2.3 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------Risk related to financing and financial situation

2.3.1

The Group's business and future is capital intensive and, to the extent the Group does not generate sufficient cash from operations in the long term, the Group may need to raise additional funds through public or private debt or equity financing to execute the Group's growth strategy and to fund capital expenditures. Adequate sources of capital funding might not be available when needed or may only be available on unfavourable terms, or not available at all. If funding is insufficient at any time in the Group may be unable to fund maintenance requirements and acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could adversely impact the Group's results, financial condition, cash flow and prospects.

Restrictive covenants under the Group's funding arrangements 2.3.2 -

Pursuant to the approval of the credit committee of Collector Bank AB of the Term Loan, the Term Loan will be subject to certain restrictive covenants, the most important being a net debt to EBITDA ratio of <4.50. The Group may not be able to comply with such covenants. Such non-compliance could lead to the lender's acceleration of the outstanding amounts under the Term Loan, which may have a material adverse effect on the Group's results, financial condition, cash flow and prospects.

2.4 Risk related to the Offering, the Admission and Shares

2.4.1

The Shares have not been traded on any regulated public marketplace, and there can be no assurances that an active trading market for the Shares will develop or be sustained following the admission to trading on Euronext Growth, or that the Shares could be resold at or above the Offer Price. The market value of the Shares could be substantially affected by the extent to which a secondary market develops for the Shares following completion of the Admission. Euronext Growth is non-regulated multilateral trading facility operated by Oslo Børs, and the liquidity of the Shares will be lower than what could be expected on a regulated market.

3. RESPONSIBILITY FOR THE PROSPECTUS

This Prospectus has been prepared in connection with the Offering described herein and the Admission of the Shares on Euronext Growth.

The Board of Directors of BioFish Holding AS accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that to their knowledge, the information contained in the Prospectus is in accordance with the facts and the Prospectus makes no omission likely to affect its import.

12 July 2021

The Board of Directors of BioFish Holding AS

Morten Harsvik

Torbjørn Skulstad

এ GENERAL INFORMATION

4.1 Other important investor information

This Prospectus has been approved by the Financial Supervisory Authority of Norway (Nv.: Finanstilsynet) (the "Norwegian FSA"), as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129, and such approval should not be considered as an endorsement of the issuer that is the subject of this Prospectus.

Investors should make their own assessment as to the suitability of investing in the securities.

The Company has furnished the information in this Prospectus. No representation or warranty, express or implied is made by the Manager as to the accuracy, completeness or verification set forth herein, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation in this respect, whether as to the future. The Manager assumes no responsibility for the acuracy or completeness or the Prospectus and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise be found to have in respect of this Prospectus or any such statement.

Neither the Company nor the Manager, or any of their respective affiliates, representatives, advisers or selling any representation to any offeree or purchaser of Shares regarding the legality of an investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares.

Investing in the Shares involves a high degree of risk. See Section 2 "Risk Factors" beginning on page 15.

4.2 Presentation of financial and other information

4.2.1 Financial information

The Group's audited financial statements as of and for the years ended 31 December 2019, and 31 December 2020, have been prepared in accordance with Norwegian Generally Accepted Accounting Principles ("NGAAP") (the "Financial Statements"). The official versions of the Financial Statements, which are prepared in Norwegian, are available on the Company's website www.BioFish.no. Unofficial English translations of the Financial Statements are included in Appendix B - D.

4.2.2 Industry and market data

This Prospectus contains statistics, data, statements and other information relating to market shares, market positions and other industry data pertaining to the Group's future business and markets in which it may operate in the future. Unless otherwise indicated, such information reflects the Company's estimates based on analysis of multiple sources, including data compiled by professional organizations, consultants and information otherwise obtained from other third party sources, such as annual financial statements and other presentations published by listed companies operating within the same industry as the Company may do in the future. Unlicated in the Prospectus, the basis for any statements regarding the Company's competitive position in the future is based on the Company's own assessment and knowledge of the potential market in which it may operate.

The Company confirms that where information has been sourced from a third party, such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inacurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified. The Company does not assume any obligations to update industry or market data set forth in this Prospectus.

Industry publications or reports generally state that they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not quaranteed. The Company has not independently verified and cannot give any assurances as to the accuracy of market data contained in this Prospectus that was extracted from these industry publications or reports and reproduced herein. Market data and statistics and subject to uncertainty and not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the respondents, including judgments about what types of products and transactions should be included in the relevant market.

As a result, prospective investors should be aware that statements and other information relating to markets, market sizes, market shares, market positions and other industry data in this Prospections, assumptions and estimates based on such information) may not be reliable indicators of the Company's future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described in Section 2 "Risk Factors" and elsewhere in this Prospectus.

4.2.3 Other information

In this Prospectus, all references to "NOK" are to the lawful currency of Norway, all references to "EUR" are to the lawful common currency of the EU member states who have adopted the Euro as their sole national currency, all references to "USD" or "U.S. Dollar" are to the lawful currency of the United States. No representation is made that the NOK, EUR or USD amounts referred to herein could have been or could be converted into NOK, EUR or USD, as the case may be, at any particular rate, or at all. The Financial Statements are published in NOK.

4.2.4 Rounding

Certain figures included in this Prospectus have been subject to rounding to the nearest whole number or decimal or fraction, as the case may be). Accordingly, figures shown for the same category presented in different tables may vary slightly. As a result of rounding adjustments, the figures presented may not add up to the total amount presented.

4.3 Cautionary note regarding forward-looking statements

This Prospectus includes forward-looking statements that reflect the Company's current views with respect to future events and financial and operational performance. These forward-looking statements may be identified by the use of forward-looking terminology, such as the terms "anticipates", "assumes", "can", "could", "estimates", "forecasts", "intends", "may", "might", "plans", "should", "projects", "will", "would" or, in each case, their variations or comparable terminology. These forward-looking statements as a general matter are all statements as to historic facts or present facts and circumstances. They appear in this Prospectus, Section 0 "Industry and Market Overview", Section 8 "Business of the Group" and Section 9 "Selected Financial and Other Information", and include statements regarding the Company's intentions, beliefs or current expectations, among other things, financial strength and position of the Group, operating results, liquidity, prospects, growth, the implementation of strategic initiatives, as well as other stating to the Group's future business development and financial performance, and the industry in which the Group operates.

Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future performance and that the Group's actual financial position results and liguidity, and the development of the industry and potential market in which the Group may operate in the future, may differ materially from those made in, or suggested by, the forward-looking statements contained in this Prospectus. The Company cannot guarantee that the intentions upon which its forward-looking statements are based will occur.

By their nature, forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. Important factors that could cause those differences include, but are not limited to:

• implementation of its strategy and its ability to further grow;
• the development of the Company's products;
• a failure to adapt the Company's products and services to user requirements or emerging industry standards;
• the ability to develop additional products and enhance existing products;
• the competitive nature of the business the Company may operate in and the competitive pressure and changes to the competitive environment in general;
• . earnings, cash flow and other expected financial results and conditions;
• fluctuations of exchange and interest rates;
• changes in general economic and industry conditions, including competition and pricing environments; .
• political and governmental and social changes; .
• changes in the legal and requlatory environment;
• environmental liabilities;
• access to funding; and
• legal proceedings.

The risks that are currently known to the Company and which could affect the Group's future results and could cause results to differ materially from those expressed in the forward-looking statements are discussed in Section 2 "Risk Factors".

The information contained in this Prospectus, including the information set out under Section 2 "Risk Factors", identifies additional factors that could affect the Company's financial position, operating results, liguidity and performance. Prospective investors in the Shares are urged to read all Sections of this Prospectus and, in particular, Section 2 "Risk Factors" for a more complete discussion of the factors that could affect the Group's future performance and the Group operates when considering an investment in the Company.

These forward-looking statements speak only as at the date on which they are made. The Company undertakes no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on the Company's behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained in this Prospectus.

5. REASONS FOR THE OFFERING AND THE ADMISSION

5.1 Reasons for the Offering and Admission

It is expected that Oslo Børs will approve the Company's application for the Admission of its Shares to trading on Euronext Growth on 2 August 2021. The Company believes that the Offering and Admission will:

• . finance growth plan;
• . refinance outstanding debt;
• . strengthen the working capital of the Company;
• diversify and increase the shareholder base;
• further improve its ability to attract and retain key management and employees;
• provide a marketplace for the Shares and give the Company improved access to the capital future funding; and
• strengthen the Group's profile with investors and business partners.

5.2 Use of proceeds

The Group will use the net proceeds from the Offering as follows:

Uses	Amount
Refinancing of existing debt	MNOK 59
Refinancing vendor financing	MNOK 43
Capex for production expansion at existing RAS facility	MNOK 35
Working capital & general corporate purposes	Up to MNOK 13.5. depending on the size of the Offering

6 DIVIDENDS AND DIVIDEND POLICY

6.1 Dividend policy

The Company's dividend policy is to have a pay-out ratio of 50 per cent of its net result, provided that the Company's capital adequacy is at a satisfactory level. There can be no assurance that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy

In deciding whether to propose a dividend and in determining the Board of Directors will consider legal restrictions, as set out in Section 6.2 ("Legal and contractual constraints on the distribution of dividends") below, as well as capital expenditure plans, financing requirements and maintaining the appropriate strategic flexibility.

The Company did not pay any dividends for the financial years of 2018, 2019 or 2020.

6.2 Legal constraints on the distribution of dividends

In deciding whether to propose a dividend and in determining the dividend amount in the future, the Board of Directors must take into account applicable legal restrictions, as set out in the Limited Liability Companies Act of 13 June 1997 no. 44 (the "Norwegian Private Limited Company's capital requirements, including capital expenditure requirements, its financial condition, general business conditions that its contractual arrangements in place at the time of the dividend may place on its ability to pay dividends and the maintenance of appropriate financial flexibility. Except in certain specific and limited circumstances set out in the Norwegian Private Limited Companies Act, the number of dividends paid may not exceed the amount recommended by the Board of Directors.

Dividends may be paid in cash or in some instances in kind. The Norwegian Private Limited Companies Act provides the following constraints on the distribution of dividends applicable to the Company:

Section 8-1 of the Norwegian Private Limited Companies Act regulates what may be distributed as dividend, and provides that the Company may distribute dividends only to the extent that the Company after said distribution still has net assets to cover (i) the share capital and (ii) other restricted equity (i.e. the reserve for unrealized gains and the reserve for valuation of differences).

The calculation of the distributable equity shall be made based on the balance sheet included in the approved annual accounts for the last financial vear, provided, however, that the registered share capital as of the resolution to distribute dividend shall be applied. Following the approval of the annual accounts for the General Meeting may also authorize the Board of Directors to declare dividends based on the Company's annual accounts. Dividends may also be resolved by the General Meeting based on an interim balance sheet which has been prepared and audited in accordance with the provisions applying to the annual accounts and with a balance sheet date not further into the past than six months before the date of the General Meeting's resolution.

Dividends can only be distributed to the extent that the Company's equity and liquidity following the distribution is considered sound.

Pursuant to the Norwegian Private Limited Companies Act, the time when an entitlement to dividend arises depends on what was resolved by the General Meeting when it resolved to issue new shares in the company. A subscriber of new shares in a Norwegian private limited company will normally be entitled to dividends from the relevant share capital increase is registered with the Norwegian Register of Business Enterprises. The Norwegian Private Act does not provide for any time limit after which entitlement to dividends lapses. Subject to various exceptions, Norwegian limitation period of three years from the date on which an obligation is due. There are no dividend restrictions or specific procedures for non-Norwegian resident shareholders to claim dividends. For a description of withholding tax on dividends applicable to non-Norwegian residents, see Section 14 "Taxation".

6.3 Manner of dividend payment

Any future payments of dividends on the Shares will be denominated in the currency of the bank account of the relevant shareholder and will be paid to the shareholders through the VPS. Shareholders registered in the VPS with details of their bank account, will not receive payment of dividends unless their bank account details with the VPS Registrar (DNB Bank ASA). The exchange rate(s) that is applied when denominating any future payments of dividends to the relevant shareholder's currency will be the VPS Registrar's exchange rate on the payment date. Dividends will be credited automatically to the VPS registered shareholders' accounts, or in lieu of such registered account, at the time when the shareholder has provided the VPS Registrar with their bank account details, without the need for shareholders to present documentation proving the Shares. Shareholders' right to payment of dividend will lapse three years following the resolved payment date for those shareholders who have not registered their bank account details to the VPS Registrar within such date, the remaining, not distributed dividend will be returned from the VPS Registrar to the Company.

7. INDUSTRY AND MARKET OVERVIEW

7.1 Industry and drivers

7.1.1 Stagnating wild catch - growing aquaculture2

Over the past few decades, there has been a considerable increase in total and per capita fish supply. As the fastest growing animal-based food producing sector, aquaculture is a major contributor to this, and its growth outpaces population growth.

In 2019, aquaculture accounted for 85 million tonnes (Live weight) destined for direct human consumption, while wild capture accounted for 72 million tonnes (live weight). However, fish has been estimated to account for only 7% of global protein consumption. The World Bank developed a scenario analysis in their report Fish to 2030 (2013) predicting that aquaculture will continue to fill the supply-demand gap, and that by 2030, 62% of fish for human consumption will come from this industry.

By 2028, per capita fish consumption is estimated to be 21.3 kg (vs. 9.9kg in the 1960s and 20.6kg in 2019). This is equivalent to another 18 million tonnes of seafood supply which aquaculture is estimated to provide.

7.1.2 Salmonids contribute 4.4% of global seafood supply3

Although several salmon species are available from both wild and farmed sources, almost all available Atlantic salmon is farmed. Even with an increase in production of Atlantic salmon of more than 1,000% since 1990, the total global supply of salmonids is still marqinal compared to most other seafood categories (4.4% of global seafood supply). Whitefish is about ten times larger and comprises a much larger number of species

Atlantic salmon has the highest level of industrialisation and the lowest level of risk compared to other aquaculture species. The size of the circles indicates volume harvested. Although Atlantic salmon is relatively small in harvest volume compared to other species, it is a very visible product in many markets due to the high level of industrialisation

The total supply of all farmed salmonids exceeded 2.54 million tonnes (GWT) in 2019. Wild catch of salmonids varies between 0.7 million and 1.0 million tonnes (GWT), whereas farmed salmonids are increasing. The total supply of salmonids was first dominated by farmed in 1999. Since then, the share of farmed salmonids has increased and has become the dominant source.

Due to biological constraints, seawater temperature requirements and other natural constraints, farmed salmon is only produced in Norway, Chile, Scotland, the Faroe Island, Canada, USA, Tasmania and New Zealand. Atlantic salmon farming began on an experimental level in the 1960s and evolved into an industry in Norway in the 1980s and in Chile in the 1990s. In all salmon-producing regions, the relevant authorities have a licensing regime in place. In order to operate a salmon farm, a licence is the key prerequisite. Such licences restrict the maximum production for each company and the industry as a whole. The licence regime varies across jurisdictions.

7.1.3 Salmon demand4

The industry is a good fit with the global macro trends, as Atlantic salmon is a healthy, resource-efficient and climatefriendly product produced in the sea. The global population in increased global demand for food. The world's population is expected to grow to almost 10 billion by 2050.

The health benefits of seafood are increasingly being promoted by global health authorities. The EAT-Lancet Commission recommends increased consumption of fish, dry beans and nuts as sustainable, healthy protein sources. Farm-raised salmon is rich in omega-3 fatty acids, vitamins and minerals. Global fisheries are to a large extent fully exploited, meaning the supply of wild fish has limited potential to meet the growing demand for marine protein. The middle class is growing in large emerging markets, allowing more people to eat different, and more nutritious, protein rich foods, such as fish, meat and eggs. Consumption of high-quality proteins is expected to increase.

Another demographic trend driving shifts in demand is the aging population. Healthy eating becomes especially important as you grow older. Climate change is the greatest environmental challenge the world has ever faced. Soil erosion is a growing issue for food production, challenging the world to investigate new ways of feeding the population. Concerns

² Mowi "Salmon Farming Industry Handbook 2020" through public sources.

³ Mowi "Salmon Farming Industry Handbook 2020"

⁴ Ocean Panel (2019) The Ocean as a Solution to Change: Five Opportunities for Action, UN (2019) World Population Prospects: the 2019 Revision, FAO (2018) The state of the world fisheries and aquaculture.

about climate change are influencing dietary choices. Increased consumption of fish can reduce global GHG emissions and improve human health.

7.1.4 Salmon production is a resource-efficient production®

To optimize resource utilization, it is vital to produce animal proteins in the most efficient way. Protein resource efficiency is expressed as "Protein retention", which is a measure of how much animal food protein is protein fed to the animal. Salmon has a protein retention of 28%, which is more efficient than pork and cattle. Calorie retention is measured by dividing calories in edible portion by calories in feed. Salmon has a high calorie retention of 25%. The main reason why salmon convert protein and energy to body muscle and weight so efficiently is that they are coldblooded and therefore do not have to use energy to heat their bodies. Furthermore, they do not expend energy on standinq up like land animals do.

In addition to its resource-efficient production, farmed fish is also a climate friendly protein source. It is expected to

become an important solution to providing the world with vitally important proteins while limiting the negative effect on the environment. According to SINTEF the carbon footprint of farm-raised salmon is 7.9 kg of carbon equivalent per kg of edible product, compared with 12.2 kq of carbon equivalent per edible kq of pork and 39.0 kg per edible kg of beef. For the consumer, replacing pork and beef with fish would significantly reduce their personal carbon footprint (daily greenhouse gas (GHG) emissions). Freshwater is a renewable but limited natural resource, and human activities can cause serious damage to the surrounding environment. Farmed Atlantic salmon requires 2,000 litres per kg of freshwater in production which is significantly less than other proteins.

7.2 Production and Supply of Atlantic Salmon®

7.2.1 Supply of Atlantic Salmon

Supply of Atlantic salmon has increased by 478% since 1995 (annual growth of 8%). The annual growth has diminished in recent years with 7% annual growth in the period 2010-2019. Kontali Analyse expects growth to diminish further and has projected 3% annual growth from 2019 to 2023. The background for that the industry has reached a production level where biological boundaries are being pushed. It is therefore expected that future growth can no longer be driven only by the industry and regulators are implemented to reduce its biological footprint. This requires progress in technology, development of improved pharmaceutical products, implemaceutical techniques, improved industry regulations and intercompany cooperation.

7.2.2 Salmon production

The salmon farming production cycle is about 3 years. During the first year of production eggs are fertilised and fish are grown to approximately 100-250 grams in a controlled freshwater environment. In recent years, the industry has invested in freshwater facilities that can grow the smolt larger, up to 1,000 grams, thus shortening the time at sea. The fish are then transported to seawater cages where they are grown to around 4-5 kg over a period of 12-24 months. The growth of the fish is heavily dependent on seawater temperatures, which vary by time of year and across regions. When they reach harvestable size, the fish are transported to processing plants where they are slaughtered and gutted. Most salmon are sold gutted on ice in a box (GWT).

Production of Smolt/Post-smolt for sea production 7.2.2.1

A smolt is produced over a period of 6-12 months from fertilization of an egg to a mature smolt weighing 100-250 grams. Post-smolt production (250- 1,000 grams) has become more common in recent years, accounting for 9.1% of the smolt release in 2019 in terms of individuals. The idea behind larger smolt is to shorten the time reducing exposure to sea lice, disease, and better growth to harvesting size for the salmon. The total post smolt production cycle takes approximately 10-16 months.

⁵ Fry et al (2018) Feed conversion efficiency in aquaculture: do we measure it correctly?, SINTEF (2020) Greenhouse gas emissions of Norwegian seafood products in 2017, Mekonnen, M.M. and Hoekstra, A.Y. (2010) The green, blue and grey water footprint of farm animal products, SARF (2014) Scottish Aquaculture's Utilisation of Environmental Resources

⁶ Mowi "Salmon Farming Industry Handbook 2020"

Influence of seawater temperature

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Maximum allowed biomass regime

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Source: "Salmon Farming Industry Handbook" 2020, page 84

Salmon health and welfare

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Sea lice

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7.2.3 Use of large smolt / post-smolt7

From 2012 smolt companies could apply for an exemption to 1 kg, the previous limit being 175 grams. This changed in June 2016 so that such permits could be granted continuously without compensation.

In the traditional production model, it is common to put the sea when it is 60-100 grams. In the sea it will be fed up to an ideal harvest weight of approx. 5 kg normally within 15-20 months. Smolt at this size is small and vuinerable when transferred to net-pens. To decrease mortality and reduce time in sea. sea farmers are now looking into producing larger post-smolt of up to 500 grams. some even up to 1,000 grams. Some companies even evaluate alternatives for producing post-smolt up to two kq.

By setting post-smolt of significantly larger size in the sea, your will have reduced exposure time to lice's and diseases, which is today some of the largest cost drivers in the industry.

Release of smolt with weight above 250 grams surpassed 60 million units in 2020. Plans for 2021 suggest around 67 million units, making up about 17% of the Norwegian smolt market (see figure 1, source Kontali analyse in report made for Fearnley Securities, not publically available).

By allowing the smolt to grow in a post-smolt facility for three to five months. the fish will be larger when transferred to sea. hence spending less time in open net-pens before it reaches harvest size.

Producing post-smolt allows sea farmers to exercise more control on a larger part of the production process. When postsmolt is kept in closed-containment systems (CCS) or semi-closed containment systems (SCCS). it allows more control over the interaction between the fish and the external environment. Being able to reduce the time the fish is exposed to uncontrollable risk factors in open net-pens allows the sea farmers to obtain control over a larger part of the production process.

Larger smolt is more robust when transferred to sea which in turn increases the quality and improves the survival rate. The survival rate for post-smolt can be as high as 99% when the salmon has reached a weight of 2.5 kg. compared to an average survival rate in traditional sea farming of 84%.

Biological challenges such as sea lice and diseases will be reduced as the time exposed to these risks decreases. Consequently, the fish welfare increases, and costs related to sea lice and disease control are expected to be reduced . Moreover, as fish spend less time in open waters, the local environmental footprint will be reduced since more of the production process takes part in closed facilities. This enables the collection and potentially recycling of the sludge.10

Producing larger smolt frees up time in sea and enables sea farmers to have more flexibility on sites. Consequently, the maximum allowed biomass (MAB) can be better utilized. Increasing smolt from 100 grams will allow the production period in sea to be reduced from 19 months of fallowing to 12 months of growout and two months of fallowing. By introducing larger post-smolt, the number of production cycles increases from four to six over a seven-year period, hence increasing the production capacity by 50%.

7.3 The Norwegian Smolt Market11

In Norway, there are approx. 165 active locations or plants producing smolt for use in harvest size fish production of salmon and / or trout. The various locations are run by different companies, where size, ownership structure and affiliation vary. For example, some companies own and operate only one location, while at the other is a fully integrated company between smot and harvest fish, with the largest player holding permits and operations of 27 different smolt sites.

^{&#tion to press releases which will be posted on the Company will use Oslo Børs' information system to publish information relating to the Offering, such as amendments to the Application Period (it any), the number of Offer Shares, the total amount of the Offering, allocation percentages and the first day of trading.}

The final determination of the number of Offer Shares and the total amount of the Offering is expected to be published on or about 23 July 2021.

15.12 The rights conferred by the Offer Shares

The Offer Shares will in all respects carry full shareholders' rights in the Company on an equal basis as any other Shares in the Company, including the right to any dividends. For a description of rights attached to the Shares, see Section 0 "Corporate Information and Description of Share Capital".

15.13 VPS registration

The New Shares have been created under the Norwegian Public Limited Companies Act. The New Shares are registered in bookentry form with the VPS and have ISIN NO 001 0955198. The Company's register of shareholders with the VPS is administrated by the VPS Registrar. The VPS Registrar's address is Dronning Eufemias gate 30, 0191 Oslo, Norway, and its telephone number is +47 915 04800.

15.14 Conditions for completion of the Offering - Admission and trading of the Offer Shares

It is expected that Oslo Børs will approve the Admission of the Shares on Euronext Growth on or about 2 August 2021, subject only to completion of the Offering.

Completion of the Offering on the terms set forth in this Prospectus is conditional on (i) the Manager, resolving to proceed with the Offering, and (ii) the board of the Company, in consultation with the Manager, having approved the number of New Shares and the allocation of the Offer Shares to eligible investors following the bookbuilding process. There can be no assurance that these conditions will be satisfied, the Offering may be revoked or suspended. The Offering may not be revoked after dealing has begun, and may be closed no earlier than 21 July 2021

Assuming that the conditions are satisfied, the first day of trading the Offer Shares, on Euronext Growth, is expected to be on or about 3 August 2021. The Shares are expected to trade under the ticker code "BFISH".

Applicants in the Retail Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date, by ensuring that the stated bank account is sufficiently funded on 26 July 2021. Applicants in the Institutional Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date. Accordingly, an applicant who wisher Offer Shares, following confirmed allocation of Offer Shares, but before delivery, must ensure that timely payment is made in order for such Offer Shares to be delivered in time to the applicant.

Prior to the Admission and the Offering, the Shares are not listed on any stock exchange or authorized marketion has been filed for listing on any other multilateral trading facilities, stock exchanges or regulated marketplaces.

15.15 Dilution

The following table shows a comparison in the Company's share capital and voting rights for existing shareholders before and after the issuance of the Offer Shares, with the assumption that existing shareholders do the Offer Shares and assuming subscription of the maximum number of Offer Shares:

| | Prior to the issuance of
x27; NOFIMA rapport 37/2018. And Kontali report (2021) which has been prepared specifically for Fearnley Securities and is not publicy available

^{8 «l determination of the number of Offer Shares and the total amount of the Offering is expected to be published on or about 23 July 2021.}

15.12 The rights conferred by the Offer Shares

The Offer Shares will in all respects carry full shareholders' rights in the Company on an equal basis as any other Shares in the Company, including the right to any dividends. For a description of rights attached to the Shares, see Section 0 "Corporate Information and Description of Share Capital".

15.13 VPS registration

The New Shares have been created under the Norwegian Public Limited Companies Act. The New Shares are registered in bookentry form with the VPS and have ISIN NO 001 0955198. The Company's register of shareholders with the VPS is administrated by the VPS Registrar. The VPS Registrar's address is Dronning Eufemias gate 30, 0191 Oslo, Norway, and its telephone number is +47 915 04800.

15.14 Conditions for completion of the Offering - Admission and trading of the Offer Shares

It is expected that Oslo Børs will approve the Admission of the Shares on Euronext Growth on or about 2 August 2021, subject only to completion of the Offering.

Completion of the Offering on the terms set forth in this Prospectus is conditional on (i) the Manager, resolving to proceed with the Offering, and (ii) the board of the Company, in consultation with the Manager, having approved the number of New Shares and the allocation of the Offer Shares to eligible investors following the bookbuilding process. There can be no assurance that these conditions will be satisfied, the Offering may be revoked or suspended. The Offering may not be revoked after dealing has begun, and may be closed no earlier than 21 July 2021

Assuming that the conditions are satisfied, the first day of trading the Offer Shares, on Euronext Growth, is expected to be on or about 3 August 2021. The Shares are expected to trade under the ticker code "BFISH".

Applicants in the Retail Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date, by ensuring that the stated bank account is sufficiently funded on 26 July 2021. Applicants in the Institutional Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date. Accordingly, an applicant who wisher Offer Shares, following confirmed allocation of Offer Shares, but before delivery, must ensure that timely payment is made in order for such Offer Shares to be delivered in time to the applicant.

Prior to the Admission and the Offering, the Shares are not listed on any stock exchange or authorized marketion has been filed for listing on any other multilateral trading facilities, stock exchanges or regulated marketplaces.

15.15 Dilution

The following table shows a comparison in the Company's share capital and voting rights for existing shareholders before and after the issuance of the Offer Shares, with the assumption that existing shareholders do the Offer Shares and assuming subscription of the maximum number of Offer Shares:

| | Prior to the issuance of
Reduced losses with post-smolt", Nofima.no/en/forskning/naringsnytte/reduced-losses-with-post-smolt/, accessed 20/09/19

^{9 «12 The rights conferred by the Offer Shares}

The Offer Shares will in all respects carry full shareholders' rights in the Company on an equal basis as any other Shares in the Company, including the right to any dividends. For a description of rights attached to the Shares, see Section 0 "Corporate Information and Description of Share Capital".

15.13 VPS registration

The New Shares have been created under the Norwegian Public Limited Companies Act. The New Shares are registered in bookentry form with the VPS and have ISIN NO 001 0955198. The Company's register of shareholders with the VPS is administrated by the VPS Registrar. The VPS Registrar's address is Dronning Eufemias gate 30, 0191 Oslo, Norway, and its telephone number is +47 915 04800.

15.14 Conditions for completion of the Offering - Admission and trading of the Offer Shares

It is expected that Oslo Børs will approve the Admission of the Shares on Euronext Growth on or about 2 August 2021, subject only to completion of the Offering.

Completion of the Offering on the terms set forth in this Prospectus is conditional on (i) the Manager, resolving to proceed with the Offering, and (ii) the board of the Company, in consultation with the Manager, having approved the number of New Shares and the allocation of the Offer Shares to eligible investors following the bookbuilding process. There can be no assurance that these conditions will be satisfied, the Offering may be revoked or suspended. The Offering may not be revoked after dealing has begun, and may be closed no earlier than 21 July 2021

Assuming that the conditions are satisfied, the first day of trading the Offer Shares, on Euronext Growth, is expected to be on or about 3 August 2021. The Shares are expected to trade under the ticker code "BFISH".

Applicants in the Retail Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date, by ensuring that the stated bank account is sufficiently funded on 26 July 2021. Applicants in the Institutional Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date. Accordingly, an applicant who wisher Offer Shares, following confirmed allocation of Offer Shares, but before delivery, must ensure that timely payment is made in order for such Offer Shares to be delivered in time to the applicant.

Prior to the Admission and the Offering, the Shares are not listed on any stock exchange or authorized marketion has been filed for listing on any other multilateral trading facilities, stock exchanges or regulated marketplaces.

15.15 Dilution

The following table shows a comparison in the Company's share capital and voting rights for existing shareholders before and after the issuance of the Offer Shares, with the assumption that existing shareholders do the Offer Shares and assuming subscription of the maximum number of Offer Shares:

| | Prior to the issuance of
Environmental and biological requirements of post-smolt Atlantic Salmon (Salmo salar L.) in closed-containment aquaculture systems", BORA – UiB, bora.uib.no/handle/1956/16127, 22 June 2016.

^{10 « Shares will in all respects carry full shareholders' rights in the Company on an equal basis as any other Shares in the Company, including the right to any dividends. For a description of rights attached to the Shares, see Section 0 "Corporate Information and Description of Share Capital".}

15.13 VPS registration

The New Shares have been created under the Norwegian Public Limited Companies Act. The New Shares are registered in bookentry form with the VPS and have ISIN NO 001 0955198. The Company's register of shareholders with the VPS is administrated by the VPS Registrar. The VPS Registrar's address is Dronning Eufemias gate 30, 0191 Oslo, Norway, and its telephone number is +47 915 04800.

15.14 Conditions for completion of the Offering - Admission and trading of the Offer Shares

It is expected that Oslo Børs will approve the Admission of the Shares on Euronext Growth on or about 2 August 2021, subject only to completion of the Offering.

Completion of the Offering on the terms set forth in this Prospectus is conditional on (i) the Manager, resolving to proceed with the Offering, and (ii) the board of the Company, in consultation with the Manager, having approved the number of New Shares and the allocation of the Offer Shares to eligible investors following the bookbuilding process. There can be no assurance that these conditions will be satisfied, the Offering may be revoked or suspended. The Offering may not be revoked after dealing has begun, and may be closed no earlier than 21 July 2021

Assuming that the conditions are satisfied, the first day of trading the Offer Shares, on Euronext Growth, is expected to be on or about 3 August 2021. The Shares are expected to trade under the ticker code "BFISH".

Applicants in the Retail Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date, by ensuring that the stated bank account is sufficiently funded on 26 July 2021. Applicants in the Institutional Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date. Accordingly, an applicant who wisher Offer Shares, following confirmed allocation of Offer Shares, but before delivery, must ensure that timely payment is made in order for such Offer Shares to be delivered in time to the applicant.

Prior to the Admission and the Offering, the Shares are not listed on any stock exchange or authorized marketion has been filed for listing on any other multilateral trading facilities, stock exchanges or regulated marketplaces.

15.15 Dilution

The following table shows a comparison in the Company's share capital and voting rights for existing shareholders before and after the issuance of the Offer Shares, with the assumption that existing shareholders do the Offer Shares and assuming subscription of the maximum number of Offer Shares:

| | Prior to the issuance of
Ulike typer oppdrettsanlegg», Nofima, www.nofima.no/verdt-a-vite/ulike-typer-oppdrettsanlegg, 19 March 2019

^{11.13 VPS registration}

The New Shares have been created under the Norwegian Public Limited Companies Act. The New Shares are registered in bookentry form with the VPS and have ISIN NO 001 0955198. The Company's register of shareholders with the VPS is administrated by the VPS Registrar. The VPS Registrar's address is Dronning Eufemias gate 30, 0191 Oslo, Norway, and its telephone number is +47 915 04800.

15.14 Conditions for completion of the Offering - Admission and trading of the Offer Shares

It is expected that Oslo Børs will approve the Admission of the Shares on Euronext Growth on or about 2 August 2021, subject only to completion of the Offering.

Completion of the Offering on the terms set forth in this Prospectus is conditional on (i) the Manager, resolving to proceed with the Offering, and (ii) the board of the Company, in consultation with the Manager, having approved the number of New Shares and the allocation of the Offer Shares to eligible investors following the bookbuilding process. There can be no assurance that these conditions will be satisfied, the Offering may be revoked or suspended. The Offering may not be revoked after dealing has begun, and may be closed no earlier than 21 July 2021

Assuming that the conditions are satisfied, the first day of trading the Offer Shares, on Euronext Growth, is expected to be on or about 3 August 2021. The Shares are expected to trade under the ticker code "BFISH".

Applicants in the Retail Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date, by ensuring that the stated bank account is sufficiently funded on 26 July 2021. Applicants in the Institutional Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date. Accordingly, an applicant who wisher Offer Shares, following confirmed allocation of Offer Shares, but before delivery, must ensure that timely payment is made in order for such Offer Shares to be delivered in time to the applicant.

Prior to the Admission and the Offering, the Shares are not listed on any stock exchange or authorized marketion has been filed for listing on any other multilateral trading facilities, stock exchanges or regulated marketplaces.

15.15 Dilution

The following table shows a comparison in the Company's share capital and voting rights for existing shareholders before and after the issuance of the Offer Shares, with the assumption that existing shareholders do the Offer Shares and assuming subscription of the maximum number of Offer Shares:

| | Prior to the issuance of
Kontali Analyse, 2019/2021. This report has been prepared specifically for Fearnley Securities and is not publicly available.

The total number of smolts produced in Norway is about 355 million units of Atlantic Salmon smolt and 22 million units of Trout smolt

Source: Kontali Analyse, report made for Fearnley Securities, not publicly available

The assessment of whether a manufacturer is integrated or independent can be defined in different ways. As a basis, we have assumed that integrated smolt producers; is a facility that is integrated or part of the AS (Norwegian limited company) that operates harvest size fish farming or is a company that is majority-owned by a fish farming company with harvest size fish production licenses. This means that a producer here is independent, although several harvest fish production companies collectively have a majority share, if not a single food fish operator has majority ownership.

With this distribution method, the independent companies accounted for 23 - 24% of actual smolt deliveries (measured in number of individuals) in 2018.

We estimate that of the approx. 165 smolt plants in total, about 40 locations are operated by a total of 34-35 independent smolt producers, or smolt groupings. The remaining approx. 125 plants are integrated in approx. 35 food fishing companies or food fish groupings.

Increased focus on larger smolt before placed in the sea and reduce the environmental footprint of the aquaculture industry – old facilities are not capable of producing large smolt and have a lack of waste control/management and high consumption of both water and electricity.

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8.3 Requlatory environment

The Company's operations are subject to numerous laws and regulations, which are special for aquaculture operations, including salmon hatcheries

Aquaculture production in Norway require a license from the Group is dependent on obtaining and keeping the at all times applicable licenses to carry on its business. For land-based salmon-farming licenses including hatchery licenses, there are no limitations on the number of licenses that can be issued and no regional allocation. One can apply for a hatchery license at any time, and the applications will be considered as they are received. Granting of a hatchery licenses will follow a set application process.

Where a production facility requires a fresh water source, a permit from the Norwegian Water Resources is required before the application is sent to the county municipality.

If the project may have a significant effect on the environmental impact assessment will be required. Normally a large land-based production facility will be regarded as having a potential for significant effect.

When the county municipality receives an application for a new facility, or an existing facility, it will coordinate the application process and forward the relevant local and state authorities. There are several authorities involved in the process.

The local municipality registers the applic, who are invited to give their opinion. Any opinion received will be forwarded to the county municipality for their consideration. The local municipality will also assess the application against the municipal plan for land use. An aquaculture license cannot be awarded if it conflicts with the zoning plan.

To obtain an aquaculture license from the county municipality, the following permits must be authorities:

• · A permit from the Norwegian Food Safety Authorities pursuant to the Food Safety Act and the Animal Welfare Act.
• · A permit from the county governor pursuant to the Pollution Control Act.
• · If the facility impacts a surrounding marine area, e.g. by requiring on the seabed, a permit from the Norwegian Costal Administrations must be awarded pursuant to the Harbour and Fairways Act.

If any of the abovementioned permits are not granted, an aquaculture license (including any hatchery license) cannot be granted by the county municipality.

As part of the application process, the county governor will make a statement on interests related to nature conservation for the county municipality's consideration. The Directorate of Fisheries will make a statement regarding both the inters and the wild fish population. These statements will be consider with all the other information presented in the county municipality will make an overall evaluation of whether a license should be granted. The different authorities and the county municipality will often set special conditions for the incenses may thus impose different terms of operations, depending on the type of facility as well as the surrounding environment.

BioFish holds all the above-mentioned permits and licenses with regard to its current production facility. BioFish has also applied for a new aquaculture license, the status of which is described in section 8.6 below.

The operating phase is regulated through laws and regulations which the holder of the license must comply with. Amongst others this relates to environmental regulations concerning fish health and fish welfare, e.g. health control requirements and water quality requirements. Another example is that to fulfil the technical requirements, the facility needs to comply with regulations for technical standards for land-based aguaculture facilities which among other things requires compliance with technical standards. product certification and traceability for main components etc.

8.4 History and important events

The table below provides an overview of key events in the history of the Group:

Year	Event
2016		· BioFish acquired an on-land fish farming facility in Ljones from Green Salars
		bankruptcy estate for NOK 10.6 million
2017		· NOK 12 million invested to restore the old facility with new RAS technology
		· Granted rights to produce up to 150 tons p.a.
2018		· Raised NOK 50 million in bond financing and NOK 10m equity
		· Signed a 5-year delivery contract with Engesund Fiskeoppdrett AS.

2019	· Finalized a new 2,000 m3 production facility and the installation process of four new modern grow-out tanks reached its final stage
2020	· Granted perpetual freshwater license from the Norwegian Water Resources and Energy Directorate · Granted a permit from the county governor to produce up to 2,200 tons p.a. A new aquaculture hatchery license is still pending based i.a. on a final decision from the county municipality, see section 8.6.
2021	· Entered into an addendum to the ground lease agreement for the land area of its current facilities, granting the Group rights to additional land area for a potential extension of its production facilities, which may allow for a total production of up to 10,000 tons p.a.

8.5 Competition

Norwegian authorities have granted approx. 190 smolt production licenses, and there are currently approx. 165 active locations or facilities in Norway producing smolt for use in harvest size fish production of salmon and / or trout. The various locations are run by different companies, where size, ownership structure and affiliation vary from companies that own and operate one single smot production facility, to fully integrated companies producing smolt for their own salmon farms, with the largest player holding permits and operations of 27 different smolt production sites.

On an annual basis, the total number of smolt produced in Norway is about 355 million units of Atlantic Salmon smot and 22 million units of Trout smolt, with an increased demand for post-smolt. For further information on the Norwegian smolt marked, please refer to section 7.3.

As freight of smolt is expensive and increased mortality risk, the geographical location of a smolt production facility is important for a producer's competitive strength. As the Group's production facility is located in close proximity to several salmon farming facilities with an increased demand for smolt, and there are no other comparable smolt - (post-smolt producers in the area, the Group regards its competitive position to be very good.

8.6 Licenses

As further described in section 8.3 above. BioFish is dependent on licenses in order to conduct its business in fish currently holds a not time limited aquaculture licence to produce up to 1 million fry, both on an annual basis. The maximum yearly feed consumption under the license is 150 tons.

BioFish has applied for a new aquaculture license, which will allow the Group to increase its yearly production to up to 2,200 tonnes smolt.

BioFish was granted a perpetual freshwater license from the Norwegian Water Resources and Energy Directorate to withdraw the necessary water for such extended production capacity in 2020.

The power to issue the extended aquaculture license rests with Vestland county municipality, which will issue the license upon the applicant's receipt of the following required permits from other authorities:

• (i) a permit from the Norwegian Food Safety Authorities pursuant to the Food Safety Act and the Animal Welfare Act.
• (ii) a permit from the county governor pursuant to the Pollution Control Act.

BioFish received the permit from the county governor pursuant to the Pollution Control Act in 2020. On 29 June 2021, BioFish received a written confirmation from the Norwegian Food Safety Authority stating that the remaining permit (pursuant to the Food Safety Act and the Animal Welfare Act), and that the extended aguaculture license will be for up to 5 million smolt, with a MAB of 2,200 tonnes, however so that the Group must document that its operations is acceptable in accordance with the Group's production plan, before ramping up to full yearly production of 5 million smot. The permit letter from the Norwegian Food Safety Authority is expected during July 2021. However, due to sick leave of the relevant caseworker in the Norwegian Food Safety Authority, the permit letter may be further delayed.

Upon receipt of the above-described witten confirmation from the Norwegian Food Safety Authority on 30 June 2021, Vestland county municipality provided BioFish with a written stating that the permit letter from the Norwegian Food Safety Authorities is the only required permit that is still outstanding, and that their final decision and issue the extended license upon receipt of such permit.

8.7 Material contracts

8.7.1 Supply agreement - fish eggs

In October 2019, BioFish AS entered into a supply agreement with AquaGen are to deliver fish eggs to BioFish AS' operating facility in Kvam. The agreement is non-terminatable until 30 June 2022.

8.7.2 Customer agreements

The Group has entered into the following material customer agreements for the delivery of smolt to salmon farming companies:

• (i) post-smolt, for the period between 2019 and 2023.
• (ii) weight of 500 grams per fish, during the fall of 2021.
• (iii) BioFish is working also in the spot marked and securing more long-term contracts as the production increases.
• (iv) BioFish is also member of Havbrukspartner and Russian Aquaculture Cluster, which are networks providing the Group with demand for smolt by potential customers.

8.7.3 Bond loan agreement

On 9 April 2018, the Company entered into a bond ban agreement with Intertrust (Norway) AS (as trustee for the bondholders) (the "Bond Agreement") under which the bondholders have made available the following two loans to the Company:

• (i) and
• (ii)

The NOK Bonds and the SEK Bonds together constitutes the "Bond Loan".

The Bond Loan carries an interest of 11 per cent per annum and will be repayable in full on 1 October 2021.

Pursuant to the Bond Agreement, the Company is not permitted to make any distributions to its shareholders.

The Bond Loan is secured by (i) a pledge over the shares in BioFish AS, (ii) a pledge over any loans between the Company and BioFish AS, (ii) floating charges over the trade receivables, inventory and operating assets of the Company and BioFish AS, (iv) a pledge over the insurance contracts of BioFish AS, (v) a pledge over the aquaculture permit of BioFish AS, (v) a pledge over the Company's bank account on which an amount equivalent to six (6) months 'interest on the Bonds shall be deposited, and (vi) a pledge over the Group's rights under the Ground Lease Agreement (as described in section 8.10 below).

The Group will use part of the proceeds from the Term Loan (as further described in section 8.7.4 below) to refinance its debt under the Bond, including payable interest. Please refer to section 5.2 "Use of proceeds".

8.7.4 Term loan agreement

The Company is in the process of entering into a term loan agreement with Collector Bank AB (the "Term Loan Agreement") under which the lender will make available a term loan of NOK 60 million to BioFish AS (the "Term Loan has been approved by the credit committee of the lender, and will be made available to the following conditions being met:

• (i) The Company must successfully complete a share capital increase of minimum NOK 100 million;
• (ii) The Company must obtain the aquaculture license (as further described in section 8.6) on or before 31 October 2021
• (iii)

The Term Loan will be utilized in order to refinance the Bond Loan (as further described above in section 8.7.3) and to finance the Company's completion of the facilities (as further described in section 5.2 "Use of Proceeds").

The Term Loan will accrue an annual interest of 3 months NIBOR plus a margin of the Term Loan will be set to 36 months following the date of the Term Loan Agreement.

The Term Loan will be repayable by quarterly instalments of NOK 1 million, with the remaining balloon of NOK 48 million repayable on the final maturity date.

Based on the conditions for the Term Loan as set out in the credit committee's approval the Company must comply with a net debt / EBITDA ratio of 4.5 during the lifetime of the Term Loan. Other covenants to be agreed upon by the parties in connection with the entering into of the Term Loan Agreement, in line with market practice for such term loan agreements.

The Term Loan will be secured by pledges over the Company's (i) rights under the ground lease agreement and (ii) floating charges over the trade receivables, inventory and operating assets of the Company and BioFish AS.

8.7.5 Third party material contracts

No company in the Group has entered into any material contract outside the ordinary course of business. Further, the Group has not entered into any other contract outside the ordinary course of business that contains any provision under which any member of the Group has any obligation or entitlement that is material to the Group as of this Prospectus.

8.8 Legal proceedings

From time to time, the Company may become involved in litigation, disputes and other legal proceedings arising in the normal course of business, principally personal injury, property casualty and cargo claims. The Company expects that these claims would be covered by insurance, subject to customary deductibles. Such claims, even if lacking merit, could result in the nical and managerial resources.

BioFish AS is currently involved in a dispute with Russian Salmon") relating to the consequences of BioFish' alleged failure to deliver under a smolt supply agreement entered into on 21 November 2018 (the "Russian Salmon Smolt Supply Agreement").

Russian Salmon terminated the Russian Salmon Smolt Supply Agreement on 15 July 2020 as a result of alleged "grossly negligent breaches" of the agreement by BioFish, and has, pursuant to a "Statement of Claim" dated 23 March 2021, made a claim against BioFish for (i) repayment of advance payments in the amount of NOK 4,189,248.47 made under the Supply Agreement, and (ii) payment of a claim transferred to Russian Salmon from Dolphin Group") relating to an alleged claim under a smolt supply agreement originally entered into between BioFish and the Cypriot company Hartbell Management.

BioFish contests the asserted claims and has issued a counterclaim in the dispute will be settled by way of arbitration. The arbitration hearings was held 26-28 May 2021, and the Company is currently awaiting the court of arbitration's ruling.

Pursuant to a share pledge agreement dated 5 June 2019. YME Fish AS has bledged 15% of the Company from time to time, and owned by YME Fish AS, in favour of Russian Salmon LLC as a security for the obligations and liabilities of BioFish AS under the Russian Salmon Smolt Supply Agreement. The validity of the share pledge is contested Yme Fish AS.

Save for the abovementioned dispute with Russian Salmon, neither company in the Group is or has been, during the preceding twelve months, involved in any legal, governmental or arbitration proceedings which may have had significant effects on the Company's and/or the Group's financial position or profitability. The Company is not aware of any such proceedings that are pending or threatening.

89 Information technology

The Group has outsourced the IT functions, including network, servers, set up and support of printers and PCs. The services are based on a centralized operations/support model. Office365 is used with filing in the cloud.

8.10 Real property

The Group leases the ground for its production facility under a ground lease agreement, entered into BioFish AS, a company owned and controlled by the current ultimate owners of the Company, dated 1 May 2021 (the "Ground Lease Agreement"). The ground lease has an initial term of 30 years with two extension options of 15 vears respectively. The Ground Lease Agreement further provides the Company with a redemption right for the land which may be exercised once every 15 years from the date of the agreement.

The annual fee payable by the Company under the Ground Lease Agreement amounts to NOK 2 million. All offices forming part of the production facility are owned and leased by BioFish AS, a 100 percent subsidiary of the Company.

An addendum to the Ground Lease Agreement was entered into on 11 June 2021, pursuant to which the Group was granted rights to additional land area for a potential future extension of its production facilities, which may allow for a 10,000 tons p.a. The additional rights granted to the Group under such addendum will not trigger any increase in the annual fee payable by the Group under the Ground Lease Agreement.

The Group has further entered into a rental agreement with BioFish Aquafarm AS for the Group's hatchery and offices on a property adjacent to the Group's production facility (the "Rental Agreement"). The annual rent payable by the Company under the Rental Agreement amounts to NOK 400,000.

The Ground Lease Agreement and the Rental Agreement are both based on arm's length principles.

9. SELECTED FINANCIAL AND OTHER INFORMATION

9.1 Introduction and basis for preparation

The following selected financial information has been extracted from the Groups' consolidated audited financial statements as of and for the year ended 31 December 2018, 31 December 2019, and 31 December 2020.

The selected financial information included herein should be read in connection with and is qualified in its entirety by reference to the Financial Statements. The official versions of the Financial Statements, which are prepared in Norwegian, are available on the Company's website; https://biofish.no/wp-content/uploads/2021/07/BioFish-Holding-AS-arsregnskap-2018.pdf; https://biofish.no/wpcontent/uploads/2021/07/BioFish-Holding-AS-arsregnskap-2019.pdf; https://biofish.no/wp-content/uploads/2021/07/BioFish-Holding-AS-arsregnskap-2020.pdf. Unofficial English translations of the Financial Statements are included in Appendix B - D of this Prospectus.

9.2 Summary of accounting policies and principles

For information regarding accounting policies and the use of estimates and judgments, please refer to note 1 of the Financial Statements included in this Prospectus as Appendix B - D. The Financial Statements, included in Appendix B - D, have been prepared in accordance with NGAAP.

9.3 Statement of comprehensive income

The table below sets out selected data from the Group's audited statement of comprehensive income for the years ended 31 December 2018, 2019 and 2020.

In NOK

Selected statement of comprehensive income and other comprehensive income information	Year ended 31 December 2020 (audited)	Year ended 31 December 2019 (audited)	Year ended 31 December 2018 (audited)
Operational income	30 923 355	17 521 223	12 710 274
Other income	0	0	0
Total income	30,923,355	17,521,223	12,710,274
Inventory expenses	13 294 355	10 152 751	6 564 599
Salary expenses	4 297 085	1 898 774	4 923 583
Depreciation on fixed assets	422 490	600 000	600 000
Other operational expenses	6 070 250	1 784 583	3 460 453
Total operating expenses	24 092 084	14 436 108	8 627 729
Operating profit (loss)	6,831,084	3,085,115	4,082,545
Finance interests	70 280	38 987	36 118
Other financial income	2 037 644	0	7 838
Financial expenses	-168 383	- 71 215	- 67 109
Other financial expenses	0	- 118 884	- 2 618 329
Net finance	1 939 541	- 151 112	- 2 641 482
Ordinary result before taxes	8 770 625	2 934 003	1 441 063
Tax	- 1 956 012	- 494 165	- 297 832
Net result for the year	6 814 613	2 439 838	1 143 231

9.4 Statement of financial position

The table below sets out selected data from the Group's audited statement of financial position as of 31 December 2018, 2019 and 2020.

In NOK

Selected statement of financial position information	Year ended 31 December 2020 (audited)	Year ended 31 December 2019 (audited)	Year ended 31 December 2018 (audited)
ASSETS
Fixed assets
Land, buildings, and other property	0	140 000	260 000
Property, plant and equipment	124 464 121	102 668 565	69 127 392
Total fixed assets	124 464 121	102 808 565	69 387 392
Financial fixed assets
Investments in associates	0	15 000	15 000
Other non-current receivables	0	2 000 000	2 000 000
Total financial fixed assets	0	2 015 000	2 015 000
Sum fixed assets	124 464 121	104 823 565	71 402 392
Current assets
Inventory	8 945 000	11 349 000	7 500 001
Receivables
Customer receivables	3 298 675	1 442 000	939 292
Other receivables	4 841 750	6 080 398	7 312 228
Total receivables	8 140 425	7 522 398	8 251 520
Bank, cash and other cash items	477 389	6 160 453	9 948 511
Total current assets	17 562 814	25 031 851	25 700 032
TOTAL ASSETS	142 026 935	129 855 416	97 102 424
EQUITY AND LIABILITIES Equity Share capital	6 400 000	6 400 000	6 400 000
Other paid in capital	2 440 000	2 440 000	2 440 000
Sum equity	8 840 000	8 840 000	8 840 000
Retained earnings
Other equity	12 126 325	5 312 351	3 079 963
Total retained earnings	12 126 325	5 312 351	3 079 963
Total equity	20 966 325	14 152 351	11 919 963
Debt
Accrual for liabilities
Deferred tax	3 393 269	1 295 394	736 281
Sum accrual for liabilities Bond loan	3 393 269 50 113 832	1 295 394 48 113 832	736 281 46 113 832
Sum non-current debt	50 113 832	48 113 832	46 113 832
Current debt
Debt to financial institutions	3 002 730	2 482 215
Vendors	43 239 148	40 819 972	26 222 371
Payable tax	O	141 863	3 105
Public fee and taxes	2 230 641	832 137	3 272 307
Other current debt	19 080 990	22 017 652	8 834 565
Sum current debt	67 553 509	66 293 839	38 332 348
Total debt	121 060 610	115 703 065	85 182 461
Total equity and total debt	142 026 935	129 855 416	97 102 424

9.5 Statement of changes in equity

The table below sets out selected data from the Group's audited statements of changes in equity for the year ended 31 December 2018, 2019 and 2020.

In NOK	Share capital	Share premium	Retained earnings	Total equity
At 1 January 2018	40,000	8,800,000	1,937,370	10,777,370
Profit (loss) for the year			1,143,231	1.143.231
Issuance of share capital	6,360,000	2,440,000
Other comprehensive income
At 31 December 2018	6,400,000	2,440,000	3,079,963	11,919,963
At 1 January 2019	6,400,000	2,440,000	3,079,963	11,919,963
Profit (loss) for the year			2,233,028	2,233,028
Other comprehensive income
At 31 December 2019	6,400,000	2,440,000	5,312,351	14,152,351
At 1 January 2020	6,400,000	2,440,000	5,312,351	14,152,351
Profit (loss) for the year			6,814,613	6,814,613
Other comprehensive income
At 31 December 2020	6,400,000	2,440,000	12,126,325	20,966,325
At 1 January 2021	6,400,000	2,440,000	12,126,325	20,966,325
Issuance of share capital Other comprehensive income

9.6 Cash flows

The table below sets out selected data from the Company's audited cash flow statements for the financial years ending 31 December 2018, 2019 and 2020. The development in cash flow is described further in Section 10.6 "Liquidity and capital resources"

	Year ended 31 December
In NOK	2020 (audited)	2019 (audited)	2018 (audited)
Profit/(loss) before taxation Tax for the period Ordinary depreciation and amortization Changes in account receivables, account payables Changes in other current receivables/liabilities	8 770 625 - 141 863 422 490 2 966 502 1 306 713	2 934 003 - 3 105 600 000 10 245 895 14 236 501	1 441 063 - 144 986 600 000 21 106 123 (4 348 482)
Net cash flow from operating activities	13 324 467	28 013 294	18 653 718
Purchases of fixed assets and intangibles	- 21 528 043	- 36 283 564	- 58 341 331
Net cash flow from investment activities	- 21 528 043	- 36 283 564	- 58 341 331
Borrowings, non-current liabilities Borrowings, current liabilities Repayment of liabilities Net change in bank overdraft Change in equity Net financial items	2 520 515	4 482 215	46 113 832
Net cash flow from financing activities	2 520 515	4 482 215	46 113 832
Net change in cash and cash equivalents Cash and cash equivalents at start of the period Cash and cash equivalents at end of the period	- 5 683 061 6 160 453 477 389	- 3 788 055 9 948 511 6 160 453	6 426 219 3 522 295 9 948 514

9.7 Capitalisation and indebtedness

9.7.1 Introduction

This Section provides information about the Group's capitalisation and net financial indebtedness on an actual basis as of 31 December 2020, as adjusted as per the date of this Prospectus.

9.7.2 Capitalisation

In NOK	As of 31 December 2021 (audited)	Adjustments	As adjusted as per the date hereof (unaudited)
Total current debt	67 553 509	6 430 205	73 983 714
Guaranteed	3 002 7301	-19 0162	2 983 714
Secured	43 239 1483	1 760 8524	45 000 000
Unguaranteed / unsecured	21 311 6315	4 688 3696	26 000 000
Total non-current debt	53 507 101	1 000 000	54 507 101
Guaranteed	50 113 8327	1 000 0008	51 13 832
Secured	3 393 2699	O	3 393 269
Unguaranteed / unsecured	O	0	0
Shareholder equity	20 966 325	0	20 966 325
Share capital	6 400 000	0	6 400 000
Legal reserve(s)	2 440 000	0	2 440 000
Other reserves	12 126 325	0	12 126 325
Non-controlling interests	0	0	0
Total	142 026 935	7,430,205	149,457,140

Notes:

• 1) is secured by (i) floating charges over the trade receivables, inventory, and operating assets of BioFish AS, (ii) a pledge over buildings and offices forming part of the Group's production facilities, (iii) the pledge over the Group's rights under the ground lease agreement, (iv) the pledge over the Group's rental agreement and (v) a surety granted by the Company.
• 2) by NOK 11,688 after 31 December 2020 due to repayment.
• 3) Secured current debt to the Group's suppliers. The debt is secured by floating charges over the trade receivables. inventory, operating assets, and agricultural movables of BioFish AS.
• The secured current debt to the Group's suppliers has increased with NOK 2,230,641 after 31 December 2020 due to 4) interest and increased current debts to suppliers.
• 5)
• The unguaranteed and unsecured debt has increased with NOK 5,104,700 after 31 December 2020 mainly due to the 6) Group's draw down under its new factoring arrangement with Collector Bank AB (described in section 10.6.3). The Group's debt to unsecured suppliers has also been adjusted slightly.
• Guaranteed and secured non-current debt of NOK 50,113,832 under the Group's Bond Loan. The Bond Loan is secured 7) by (i) a pledge over the shares in BioFish AS, (ii) a pledge over any loans between the Company and BioFish AS, (ii) floating charges over the trade receivables, inventory, operating assets and agricultural movables of the Company and BioFish AS, (iv) a pledge over the insurance contracts of BioFish AS, (v) a pledge over the aquaculture permit of BioFish AS, (vi) a pledge over the Company's bank account on which an amount equivalent to six (6) months' interest on the Bonds shall be deposited, and (vii) a pledge over the Group's rights under the Ground Lease Agreement.
• 8) The guaranteed and secured non-current debt has increased by NOK 1,000,000 after 31 December 2020 due to an extension fee as a result of the extension of the Bond Loan until 1 October 2021.

9) Secured non-current debt with frame agreement for customers financing from Collector Bank. The non-current debt is secured by (i) floating charges over the trade receivables.

9.7.3 Indebtedness

In NOK	As of 31 December 2020 (audited)	Adjustments	As adjusted as per the date hereof (unaudited)
(A) Cash	477 389	72 6111	550 000
(B) Cash equivalents	0	0	0
(C) Other Current financial assets	0	0	0
(D) Liquidity (A)+(B) + (C)	477 389	72 611	550 000
(E) Current financial debt (including debt instruments, but excluding current portion of non current financial debt)	67 553 5092	3 427 4753	70 980 984
(F) Current portion of non-current financial debt.	0	0	0
(G) Current financial indebtedness (E + F)	67 553 509	3 427 475	70 980 984
(H) Net current financial indebtedness (G – D)	67 076 120	3 354 864	70 430 984
(I) Non-current financial debt (excluding current portion and debt instruments)	0	0	0
(J) Debt instruments	50 113 8324	1 000 0005	51 113 832
(K) Non-current trade and other payables	3 393 2696	0	3 393 269
(L) Non-current financial indebtedness (I + J + K)	53 507 101	1 000 000	54 507 101
(M) Total financial indebtedness (H + L)	120 583 221	4 354 864	124 938 085

• 1) Cash balance has been increased by NOK 72,611after 31 December 2020 due to the Group's ongoing operations and movements on bank accounts.
• 2) Current financial debt relates to vendor debt, shareholder loans and the Group's Overdraft Facility.
• 3) Current financial debt has increased by NOK 3 427 475 after 31 December 2020. The increase consists of an increase of NOK 3,446,491 in vendor debt by estimating interests and inventory delivered at the Group's production facility, and a reduction of NOK -19,016 in the Overdraft Facility due to repayment.
• 4) Debt instruments relates to the Group's Bond Loan.
• 5) The Group's debt under its debt instruments has increased by NOK 1,000,000 after 31 December 2020 due to an extension fee as a result of the extension of the maturity of the Bond Loan until 1 October 2021.
• 6) Non-current trade and other payables relates to public taxes.

9.7.4 Working capital statement

As at the date of this Prospectus, the Company does not have sufficient working capital to meet its present requirements for the next twelve months.

The estimated capital requirements for refinancing outstanding debts and working capital, based on the assumption that the Company will implement all contemplated expansions and upgrades over the course of the next twelve months totals NOK 180 million. The Company's intention is to fund this partly by completion of the Offering, and partly by raising new debt, either bank or bond.

If the Company chooses to not complete expansions and upgrades, the capital needed is less and estimated to NOK 100 million. The Company will ensure that it has sufficient funding prior to initiating any such activities or investments. The Company is confident that these amounts will cover the activities over the next twelve months, to be adjusted in accordance with the funding obtained.

If the Offering is completed as planned, the Company will have sufficient capital for its planned growth. The new equity and strengthening of the balance sheet of the Company's credit metrics which may lead to more financial instruments from its current financial vendors and attract new financial sources for the capital requirements.

If the Offering is not completed, the Group expects to run out of working capital during October 2021.

If the Offering is not completed, the Company would be dependent on alternative sources of funds.

In order to prepare for such scenario, the Group has initiated discussions with its main bank connections to secure required funding.

In the highly unlikely event that the Offering is not completed, further funding from the Group's banking network is not available, the Group's existing shareholders are not willing to inject additional capital in the Group's creditors are not willing to amend or convert their debt to equity, the Group may apply for a reconstruction process pursuant to the Norwegian Reconstruction Act. The Restructuring Act allows a company to file for reconstruction if it has, or in the near future will have, serious financial difficulties. If reconstruction proceedings are granted by the court, the control of the company while being supervised by an appointed trustee and one to three creditor representation proceeding will transform into bankruptcy/winding up proceedings, unless the debtor can prove to the court that the company is solvent. An approved plan will wind up the restructuring proceedings according to the plan, leaving the company to proceed its normal operations.

9.8 Auditor

The Company's auditor is Collegium Revisitation number 988 782 041, with its registered address at Øvre Kråkenes 17, 5152 Bønes, Norway ("Collegium Revisjon"). The partners of Collegium Revisjon are members of Den Norske Revisorlorening (The Norwegian Institute of Public Accountants). Collegium Revision has been the Company's auditor since incorporation.

The Financial Statements for the years ended 31 December 2018, 2019 and 2020 have been audited by Collegium Revision, and the auditor's report, which includes an emphasis of the Group's need for additional funding, is included together with the Financial Statements for the years ended 31 December 2018, 2019 and 2020 in Appendix B - D.

10. OPERATIONAL AND FINANCIAL REVIEW

This operating and financial review should be read together with the Financial Statements and related therein. The official versions of the Financial Statements, which are prepared in Norwegian, are available on the Company's website www.BioFish.no. Unofficial English translations of the Financial Statements are included in Appendix B - D.

This operating and financial review should be read together with Section 4 "General information", Section 8 "Business of the Group", Section 9 "Selected historical financial information." This operating and financial review contains forward-looking statements. These forward-looking statements are not historical facts, but are rather based on the Group's current expectations. estimates, assumptions and projections about the Group's industry, business, strategy, and future financial results could differ materially from the results contemplated by these forward-looking statements because of several factors, including those discussed in Section 2 "Risk factors" of this Prospectus, as well as other sections of this Prospectus.

10.1 Overview

10.1.1 General overview

The Group produces and sell smot to Norwegian salmon farming companies from its land-based in Kvam on the Norwegian west coast.

For the financial year ended 31 December 2020, the Group had net sales of NOK 30.9 million and EBIT of NOK 6.8 million, corresponding to an EBIT margin of 28%, see Section 10.4 "Results of Operations" for further key figures.

The Group is working with a relatively diversified customer base which can already absorb the Group's planned increased production. Since 2016 the Group has had one main customer, which purchases post-smolt from the Group under a frame agreement with a term until 2023. For the financial year of 2020 the Group's main customer accounted for approx. 50% of the Group's total revenues. Discussions for an extension of the frame agreement for a period until 2025 and beyond has been initiated. The Group is also in dialogue with several other potential customers who are interested in securing delivery of post-smolt from the Group.

The Group expects the backlog to increase with its successful placement of the Offering.

10.1.2 Key financial targets

The Group has decided upon a few medium-term financial targets:

• · Revenue growth up to a production capacity of selling 2,200 tons production of post-smolt annually. The growth target is set to be met within 2-years' time and on the assumption that the plannion of its RAS facility is finalised.
• · Margins are targeted to be in line with previous years, with some expected improvements due to synergies. Today the Group has a high fixed cost compared to its turnover due to production increases, its fixed costs will not vary while the variable costs will follow the increased turnover.
• · The Group aims to have a 50 percent EBIT margin in the coming periods.
• · Dividend pay-out ratio of 50% of the Group's net result.

10.2 Principal factors affecting the Group's financial condition and results of operations

The Group's results of operational segments selling post-smolt have been, and will be, affected by a range of factors and business drivers. The factors that the Company believes have a material effect on the Group's results of operations, and those considered likely to have material effect on the results of operations in the future, are listed below:

10.2.1 Sales price

The price for post-smolt is more stable than the group has seen a slight increase in sales prices in recent years. The Group's frame agreement allows the Group to adjust its prices on an annual basis in accordance with inflation. Due to the Group's efficient production environment expects the Group to be competitive also in case the market should turn and sales prices decrease.

10.2.2 Sales volume

During the period from 2010 to 2019 the total annual amount of smolt produced in Norway has increased from 210 to 355 million. In the same period, the average size of smolt sold has also increased. Please refer to section 7.3 for more information on the Norwegian smolt market.

Based on the market trends, and the increased demand for smolt in recent years (ref. figures presented in section 7.2.3 and 7.3), the Group deems it likely that the demand for post-smolt will continue to increase in the view is further supported by the increased size of each individual smolt resulting in higher demand for smolt production capacity. Moreover, the Norwegian government has recently granted several development licenses for production of Atlantic Salmon, which in turn will result in an additional increase in smolt demand.

In addition to selling increased volume of post-smolt to its existing customers. BioFish intends to increase its sales volume by offering post-smolt to other salmon farms close to its production facility in Kvam. The Group may also sell smolt to salmon farms in other areas, which it has also done in the past. However, due to transport costs, CO2 emissions from well-boats, and traffic light requirements for different production areas along the Norwegian coast, the Group considers local salmon farmers to make up its most valuable customer segment.

10.2.3 Cost and supply of input factors

The Group is dependent on fish feed from various suppliers. Fish feed prices are again dependent on the prices and availability of various raw material which can both fluctuate. The Group has a long-term relation with its fish feed vendors and has, through being part of various networks, more purchasing power in case of rapid price changes,

10.3 = Factors affecting the comparability of the financial information

For the years ended 31 December 2019, items affecting comparability amounted to increased turnover of NOK 13 million and were mainly related to increased production capacity through building more fish-tanks.

For the years ended 31 December 2018, items affecting comparability amounted to increased turnover of NOK 5 million and were mainly related to increased production capacity at the fish-farm.

For the years ended 31 December 2017, items affecting comparability amounted to increased turnover of NOK 5 million and were mainly related to increased production capacity at the fish-farm.

Over the years from 2016 until today the Group has consistently invested in increased fish-farm production capacity combined to skills in people. The Group has also been certified through Global GAP since 2016 with an annual renewal. The planned increased will be mainly the same technology and with the same group of skilled personnel producing

10.4 Results of operation

10.4.1 Results of operations for the year ended 31 December 2020 compared to the year ended 31 December 2019

Operating revenues for the vear ended 31 December 2020 were NOK 30.9 million compared to NOK 17.5 million for the vear ended 31 December 2019, an increase of net 77%, which was related to increased production volume due to increased production capacity.

Operating expenses for the year ended 31 December 2020 were NOK 24 million for the year ended 31 December 2019. The increase was primarily due to increased production with selling bigger post-smolt.

EBIT (EBIT-margin) for the year ended 31 December 2020 were NOK 6,9 million (22,3%) compared to NOK 3,1 million (17,8%) for the year ended 31 December 2019, an increase primarily due to increased production and higher total production costs.

Income before tax for the year ended 31 December 2020 was NOK 8,8 million compared to NOK 2,9 million for the year ended 31 December 2019, an increase of 5.9 million (300%) which was primarily due to increased production facilities, Financial expenses are capitalised on building the fish farm. The net finance in 2020 of 1,9 million is due to an income of 295,000 CAD from 2017.

Profit for the period, for the year ended 31 December 2020, was NOK 6,9 million compared to NOK 2,4 million for the year ended 31 December 2019. In 2020, income tax expense amounted to NOK 1,8 million, corresponding to a tax rate of 20,5%. Income tax amounted to NOK 0,5 million, corresponding to a positive tax rate of 16,8%. The increase in tax rate is mainly explained by depreciations and financial costs in the financial statements. The nominal tax rate is in Norway 22% both for 2020 and 2021.

Total comprehensive income for the year ended 31 December 2020 was NOK 6,9 million compared to NOK 2,4 million for the year ended 31 December 2019. Total comprehensive income was positively impacted by other comprehensive income of NOK 0 for the period ended 31 December 2020, compared to NOK 0 for the period ended 31 December 2019. The financial statements are produced in according with NGAAP principles and therefore there is no effect of other comprehensive income for the years 2019 and 2020.

10.4.2

Operating revenues for the year ended 31 December 2019 were NOK 17,5 million compared to NOK 12,7 million for the year ended 31 December 2018, an increase of 4.8 million net 37.8%, which was related to increased production.

Operating expenses for the year ended 31 December 2019 were NOK 14,4 million compared to NOK 8,6 million for the year ended 31 December 2018. The increase was primarily due to increasing the production of post smolt.

EBIT (EBIT-margin) for the year ended 31 December 2019 were NOK 3 million (17,1%) compared to NOK 4,1 million (27%) for the year ended 31 December 2018, a decrease primarily due to production effectiveness.

Income before tax for the year ended 31 December 2019 was NOK 2,9 million compared to NOK 1,4 million for the year ended 31 December 2018, an increase which was primarily due to decrease in total financial expenses decrease in 20219 following capitalizing of finance expenses for the CAPEX increases.

Profit for the period, for the year ended 31 December 2019, was NOK 2,4 million compared to NOK 1,1 million for the year ended 31 December 2018. In 2019, income tax expense amounted to NOK 0,5 million corresponding to a tax rate of 17,2%. In 2018, income tax amounted to NOK 0,3 million, corresponding to a positive tax rate of 20,6%. The decrease in tax rate is mainly explained by changes in tax depreciation compared to financial depreciation.

Total comprehensive income for the year ended 31 December 2019 was NOK 2,4 million compared to NOK 1,1 million for the year ended 31 December 2018. Total comprehensive income was positively impacted by other comprehensive income of NOK 0 for the period ended 31 December 2019, compared to NOK 0 for the period ended 31 December 2018. The financial statements are produced in according with NGAAP principles and therefore there is no effect of other comprehensive income for the years 2019.

10.4.3

Operating revenues for the year ended 31 December 2018 were NOK 12,7 million compared to NOK 7,5 million for the year ended 31 December 2017, an increase of net 5,2 million (69%), which was related to increased production.

Operating expenses for the year ended 31 December 2018 were NOK 8,6 million compared to NOK 5,0 million for the year ended 31 December 2017. The increase was primarily due to increased producing more post-smolt.

EBIT (EBIT-margin) for the year ended 31 December 2018 were NOK 4 million (31,5%) compared to NOK 2,5 million (33,3%) for the year ended 31 December 2017, a decrease primarily due to annually fluctuations and changes in production capacity.

Income before tax for the year ended 31 December 2018 was NOK 1,4 million compared to NOK 2,1 million for the year ended 31 December 2017, a decrease of 0,7 million was primarily due to less margins in the production. Financial expensed increased in 2018 following the building of the farm and externally financing with a bond loan of approximate NOK 50,7 million.

Profit for the period, for the year ended 31 December 2018, was NOK 1,1 million compared to NOK 1,6 million for the year ended 31 December 2017. In 2018, income tax expense amounted to NOK 0,3 million, corresponding to a tax rate of 21,4%. In 2017, income tax amounted to NOK ,5 million, corresponding to a positive tax rate of 22,9 %. The decrease in tax rate is mainly explained by variance in equipment's depreciation plans in the tax statement and the financial statement.

Total comprehensive income for the year ended 31 December 2018 was NOK 1,1 million compared to NOK 1,6 million for the year ended 31 December 2017. Total comprehensive income was impacted by other comprehensive income of NOK 0 for the period ended 31 December 2018, compared to NOK 0 for the period ended 31 December 2017. The financial statements are produced in according with NGAAP principles and therefore there is no effect of other comprehensive income for the years 2017 and 2018.

10.5 Financial position

10.5.1 Total assets

As of 31 December 2020, the Group's total assets were NOK 129,9 million compared to NOK 129,9 million as of 31 December 2019, an increase which was primarily due to expanding the fish farm with additional RAS-facilities. Further, the Group's bank, cash and other cash items decreased from NOK 6,160,453 as of 31 December 2019 to NOK 477,389 as of 21 December 2020. This decrease was due differences in the time periods for calculating inbound cash flow, and that several customer payments fell due after year-end in 2020. As of 31 December 2019, the Group's total assets were NOK 129,9 million as of 31 December 2018, an increase which was primarily due to expanding the fish farm with additional RAS-facilities.

As of 31 December 2018, the Group's total assets were NOK 97,1 compared to NOK 21,5 million as of 31 December 2017, an increase which was primarily due to due to expanding the fish farm with additional RAS-facilities. In 2018 the company issued a bond loan of NOK 50.7 million which was used to starting the building of the RAS- facilities.

10.5.2 Total equity

As of 31 December 2020, the Group's total equity were NOK 21,7 million compared to NOK 14,2 million as of 31 December 2019, an increase which was primarily due to profitable operations.

As of 31 December 2019, the Group's total equity were NOK 14,2 million compared to NOK 11,9 million as of 31 December 2018, an increase which was primarily due to profitable operations.

As of 31 December 2018, the Company's total equity were NOK 11,9 million compared to NOK 10,8 million as of 31 December 2017, an increase which was primarily due to changes in paid-in capital and profitable operations.

10.5.3 Total liabilities

As of 31 December 2020, the Company's total liabilities were NOK 121 million compared to NOK 115,7 million as of 31 December 2019, an increase which was primarily due to accrued interests and increased shareholders loans.

As of 31 December 2019, the Company's total liabilities were NOK 115,7 million compared to NOK 85,2 million as of 31 December 2018, an increase which was primarily due to increased vendors debt and shareholders loans.

As of 31 December 2018, the Company's total liabilities were NOK 85,2 million compared to NOK 10,7 million as of 31 December 2017, an increase which was primarily due to issuing a bond loan of 50,7 million and increased shareholder funding and increased vendor debt.

10.6 Liquidity and capital resources

10.6.1 General

The Group's liquidity requirements arise priment to fund operating expenses, working capital requirements, for capital expenditures and to service financial indebtedness. The Group's principal source of liquidity consists of cash generated from operating activities.

As further described in Section 5 "Reasons for the Offering and the Admission", the Group will use the proceeds from the Offering partially to refinance outstanding debt.

The Group's ability to generate cash from operating performance, which is, in turn, dependent, to some extent, on general economic, financial, competitive, market regulatory and other facts, many of which are beyond the Group's control, as well as other facts described in Section 2 "Risk factors".

The Group primarily finances its operations and working capital needs with operational cash flow and various financial instruments as overdrafts and factoring agreements with banks. Some customers also production. The Group intends to finance future planned capital expenditures from its equity contribution.

As of 31 December 2020, the Group had approximately NOK 10 million in receivables and NOK 0.6 available in cash and cash equivalents, a booked equity ratio of 15%, estimated fair market equity of 85%, long terms interest bearing debt of approx. NOK 100 million, and an interest cover ratio of the Offering, and repayment of the Bond Loan, there will be no significant debt in the Group, and available cash to complete the expansion of the Group's RAS facility.

10.6.2 Cash flows

Operating cash flow

Net cash flow from operating activities for the year ended 31 December 2020 was NOK 13,324,467 compared to NOK 28,013,294 for the year ended 31 December 2019, a decrease which was primarily due to investments in the Group's RAS facility.

Net cash flow from operating activities for the year ended 31 December 2019 was NOK 28,013,294 compared to NOK 18,653,718 for the year ended 31 December 2018, an increase which was primarily due to advance payments from customers and increased vendor debt.

Investing cash flows

Net cash flow from investment activities for the year ended 31 December 2020 was NOK (21,528,043) compared to NOK (36,283,564) for the year ended 31 December 2019. The decrease was a result of a slight decrease in the Group's investments in the Group's RAS facility.

Net cash flow from investment activities for the year ended 31 December 2019 was NOK (36,283,564) compared to NOK (58,341,331) for the year ended 31 December 2018. The decrease was a result of a slight decrease in the Group's investments in the Group's RAS facility.

Financing cash flows

Net cash flow from financing activities for the year ended 31 December 2020 was NOK 2,520,515 compared to NOK 4,482,215 for the year ended 31 December 2019, a decrease which was primarily due to debt conversion to equity.

Net cash flow from financing activities for the year ended 31 December 2019 was NOK 4,482,215 compared to NOK 46,113,832 for the year ended 31 December 2018, a decrease which was due to the Bond Loan in 2018. Borrowings, contractual cash obligations and other commitments.

There have been no material changes to the Group's cash flows since 31 December 2020.

10.6.3 Material borrowings

The Group has the following borrowing arrangements in place at the date of this Prospectus, all of which are fully drawn (tillised:

Bond Loan

A bond loan as further described in Section 8.7.3.

Overdraft Facility

An overdraft facility with Sparebanken Vest entered into on 21 February 2018, under which an overdraft facility in the amount of NOK 3 million has been made available to BioFish AS (the "Overdraft Facility"). Overdraft Facility is valid for a term of one year at a time.

The total payable interest rate under the Overds on the Group's utilization rate of the available credit thereunder, as follows:

Utilization rate	Effective interest rate
20%	10.921%
35%	8.054%
50%	6.923%
70%	6.049%
100%	5.614%

The Overdraft Facility is secured by (i) floating charges over the trade receivables, inventory, and operating assets of BioFish AS, (ii) a pledge over buildings and offices forming part of the Group's production facilities, (iii) a pledge over the Group's rights under the ground lease agreement, (iv) a pledge over the Group's rental agreement and (v) a surety granted by the Company.

Shareholder loans

Monaco Invest AS and Yme Holding AS (100% parent of Yme Fish AS) have provided the Company with separate shareholder loans, each in the total amount of NOK 4.9 million (in aggregate NOK 9,8 million). The loans are not interest bearing, have no pre-defined maturity, and are subordinated to the Bond the Overdraft Facility. The loans are subject to mutual termination on one month's written notice.

Factoring Arrangements

The Group has several providers of short-term factoring arrangements, the most material being an arrangement with Collector Bank AB limited upwards to NOK 20 million entered into in March 2021. The Group sells its outgoing invoices to a bank which provides liquidity to the Group, and the relevant customers pay the bank when the Group can better plan its liquidity according to production plans and can provide better payment terms to its customers according to production.

10.7 Investments

10.7.1

The material investments made by the Group in the periods ended 31 December 2018, 2019 and 2020 are presented in the table below:

In NOK

Investment	2018	2019	2020
Investments in the Group's RAS facility at Kvam for production of post-smolt	59,898,730	34,106,717	18,968,806
Inventory (fish production)	7,500,001	11,349,000	8,945,000
Total	67,398,732	45,455,717	27,913,806

10.7.2 S Material investments in progress and planned material investments

The Group plans to invest NOK 35 million its current RAS facility in 2021. The investment, which is intended financed by part of the proceeds from the Offering, will increase the Group's annual production capacity of post-smolt up to 2.200 tons.

In order to reach full production volume in 2023, the Group estimates a capital requirement with additional working capital of NOK 45 million over the next 3-4 years. This is intended financed with cash flow from operations and by raising additional debt.

The Group has not made any material investments since the date of the Financial Statements.

10.8 Related party transactions

Save for the Ground Lease Agreement (as described in section 8.10), and the shareholder loans (as described in section 10.6.3), the Company has not been party to any related party transaction, which have been considered material to the Company, in the period covered by the Financial Statements and up to the date of this Prospectus.

10.9 No off-balance sheet arrangements

Except for the Ground Lease Agreement, the Company has not a party of any off-balance sheet arrangements.

10.10 Trend information

The Group has not experienced any changes or trends that are significant to the Group since 31 December 2020, nor is the Group aware of such changes or trends that may or are expected to the Group for the current financial year.

10.11 Significant changes or transactions

There have been no significant chancial performance or financial position of the Group since 31 December 2020.

11. BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE

11.1 Introduction

The General Meeting is the highest authority of the Company. All shareholders in the Company are entitled to attend and vote at General Meetings of the Company and to table draft resolutions for items to be included on the agenda for a General Meeting.

The overall management of the Company's Board of Directors and the Company's Management. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-today management of the Company's business ensuring proper organization, preparing plans and budgets for its activities ensuring that the Company's activities, accounts and assets management are subject to adequate controls and undertaking investigations necessary to perform its duties.

The Management is responsible for the day management of the Company's operations in accordance with Norwegian law and instructions set out by the Board of Directors. Among other responsibilities, the Company's managing director, is responsible for keeping the Company's accounts in accordance with existing Norwegian legislations and for managing the Company's assets in a responsible manner. In addition, the managing director must according to Norwegian law, brief the Board of Directors about the Company's activities, financial position, and operating results at a minimum of one time per month.

11.2 The Board of Directors

11.2.1 Overview of the Board of Directors

The current Board of Directors consist of 2 Board Members, as listed in the table in section 11.2.2 below.

Over time, the Company plans to ensure that the composition of the Board of Directors are in compliance with the independence requirements of the Norwegian Code of Practice for Corporate Governance last updated 17 October 2018 (the "Corporate Governance Code"), meaning that (i) the majority of the shareholder-elected members of the Board of Directors are independent from the Company's executive management and material business connections, (ii) at least two of the shareholder-elected members of the Board of Directors are independent of the Company's main shareholders holding 10% or more of the shares in the Company), and (iii) no member of the Company's executive management serve on the board of directors.

As at the date of this Prospectus, none of the Board of Directors hold any options or other rights to acquire Shares.

11.2.2 The Board of Directors

The Company's registered business address, Leirvikveien 34A, 5179 Godvik, Norway, serves as business for the members of the Board of Directors in relation to their directorship in the Company. The names and positions of the current Board Members are set out in the table below

Name	Position	Served since	Term expires	Shares	Options	Comments
Morten Harsvik	Chairperson	22 June 2017	N/A	See comment section	0	Harsvik is an indirect shareholder in the Company through his holding company Yme Fish AS, which holds 3,200,000 shares in the Company.
Torbjørn Skulstad	Board Member	17 March 2016	N/A	See comment section	0	Skulstad indirect is an shareholder in the Company through Monaco Invest AS, which holds 3,200,000 shares in the Company. Skulstad holds 19,200 shares, equalling 64% of the share capital, in Monaco Invest AS. Skulstad is also the Manging Director of the Company.

In an extraordinary general meeting of the Company held on 6 July 2021, Tor Haldorsen was elected new Chairperson of the Board of Directors subject to the Company's admission to trading on Euronext Growth, and with effect from the first day of trading.

With effect from the first day of trading on Euronext Growth, the Company's Board of Directors will be as follows:

Name	Position	Served since	Term expires	Shares	Options	Comments
Tor Haldorsen		Chairperson First day of trading N/A on Euronext Growth		O

Morten Harsvik	Board Member	22 June 2017	N/A	See comment section in the overview of the current Board of Directors	O
Torbjørn Skulstad	Board Member	17 March 2016	N/A	See comment section in the overview of the Board of current Directors	O

11.2.3 Brief biographies of the Board Members

Set out below are brief biographies of the biography of Mr. Haldorsen, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Company and names of companies and partnerships of which a Board Member of the administrative, management or supervisory bodies or partner the previous five years.

Morten Harsvik – Current Chairperson (Board Member with effect from the first day of trading on Euronext Growth)

Mr. Harsvik is a lawyer with specialization within maritime law. Since 1999 Harsvik has run his own law firm and is also the founder of Multi Solutions AS (service provider to the shipping and oil gas industry) Harsvik has also worked for GARD, which was the world's largest P&I Club within the Oil Gas sector at that time, and the Norwegian Maritime Directorate.

Current directorships and senior management positions	Yme Holding AS (general manager and chairman), Næringsutleie AS (general manager and chairman), Multi Solutions AS (board member), Yme Fish AS (chairman), BioFish Holding AS (chairman), BioFish AS (chairman), BioFish Aquafarm AS (board member), ProBio AS (board member).
Previous directorships and senior management positions last (chairman), Maristova Hoteldrift AS, five years	Entagreen AS.

Mr. Harsvik was the general manager and a board member of Entagreen AS in August 2017 when such company declared bankruptcy.

Torbjørn Skulstad - Board member

Torbjørn Skulstad has more than 20 years' experience in finance and within start-ups and globally recognized orqanizations. In the period from 2010 to 2016 he held the position as CFO for Oceanteam ASA, listed on Oslo stock exchange. Prior to this he worked as Chief Group Accountant in OPU and as a Senior Certified Public Accountant for BDO. Mr. Skulstad is a Business Developer/IFRS specialist for Escali, developing data analyses through Power Blas a Certified Public Accountant. Torbjørn Skulstad is currently the CEO of Escali Financial Systems AS which provides financial software solutions for all financial instruments. Skulstad has attended Oslo Børs' stock exchange course for board members and thus has good knowledge of the continuing obligations for issuers. Torbjørn Skulstad is the brother of the managing director of BioFish AS, Ole Fredrik Skulstad.

Current directorships and senior management positions	Escali Financial Systems AS (general manager), BioFish AS (board member), BioFish Holding AS (board member), Loddefjord IL (chairman), BioFish Aquafarm AS (chairman), Monaco Invest AS (chairman), ProBio AS (chairman).
Previous directorships and senior management positions last - Oceanteam ASA (CFO), Dot Holdings AS (board member), five years	Oceanteam Bourbon 4 AS (board member), Oceanteam Bourbon 101 AS (board member), Dot Shipping AS (board member), Oceanteam Bourbon Investments AS (board member), North Ocean 309 AS (board member).

Tor Haldorsen - Chairperson with effect from the first day of trading on Euronext Growth

Mr. Haldorsen has extensive experience with corporate financing from leading roles in DNB Bank ASA, and as a director in First Securities/Swedbank and as CEO in Norne Securities AS. Haldorsen is currently the managing partner of Coast Corporate AS. which provides financial consultancy services to midsize businesses, mainly on the Norwegian has an MBA in finance from NHH Norwegian School of Economics and is an accredited financial analyst (AFA).

Current directorships and senior management positions

Coast Corporate AS (CEO and chairman of the board), Toha Shipping AS (chairman of the board), Kokstad Holding AS (board member), ESSB AS (board member)

Previous directorships and senior management positions last Norne Securities AS (CEO) five vears

11.3 Management

11.3.1 Overview

The Group's management team consists of three individuals. The Company's registered business address, Leirvikveien 34A, 5179 Godvik, Norway, serves as business address for all members of Management in relation with the Group. The names of the members of Management as of this Prospectus, and their respective positions, are presented in the table below:

Name	Current position within the Company	Employed with the Company since	Shares (excluding any Offer Shares)	Options	Comments
Torbjørn Skulstad	Managing Director of the Company	March 2021	See comment section.	0	Skulstad is an indirect shareholder in the Company through Monaco Invest AS, which holds 3,200,000 shares in the Company. Skulstad holds 19,200 shares, equalling 64% of the share capital, in Monaco Invest AS. Skulstad is also a board member of the Company.
Ole Fredrik Skulstad	Managing Director of BioFish AS	September 2016	See comment section	0	Skulstad is an indirect shareholder in the Company through Monaco Invest AS, which holds 3,200,000 shares in the Company. Skulstad holds 10,800 shares, equalling 36% of the share capital in Monaco Invest AS
Ralf Kröckel	Operational Manager of the Group	September 2016	O	0

11.3.2

Set out below are brief biographies of the members of Management, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Group and names and partnerships of which a member of Management is or has been a member of the administrative, management or supervisory bodies or partner the previous five years.

Torbjørn Skulstad - Managing Director of the Company

Please refer to the biography set out in section 0 above.

Ole Fredrik Skulstad - Managing Director of BioFish AS

Ole Fredrik Skulstad has a PhD within field of aquaculture from the University of Bergen. He has aging Director of BioFish AS since the company was established in 2016. Ole Fredrik Skulstad has previously worked as researcher for the Institute of Marine Research (IMR) and as a consultant for different fish farming companies. Ole Fredrik Skulstad is the managing director of the Company, and board member, Torbjørn Skulstad.

Current directorships and senior management positions

BioFish AS, BioFish Aquafarm AS, Monaco Invest AS.

Previous directorships and senior management positions last N/A five years

Ralf Kröckel - Operational Manager

Mr. Kröckel has a master's degree from the Fischereischule Königswartha in Germany He has several years of experience from fish farming both in Germany and Norway As Operational Manager in BioFish AS his main responsibility is the fish.

Current directorships and senior management positions BioFish AS

Previous directorships and senior management positions last N/A five years

11.4 Founders

The Company was founded by Torbjørn Skulstad in March 2016. Please refer to section 11.2 and 0 above for further details on the founders' business addresses and functions within the Group.

11.5 Remuneration and benefits

11.5.1 Remuneration of the Board of Directors

No remuneration has been or will be paid to the members of the Board of Directors for 2020. The remuneration for 2021 is suggested to be NOK 100,000 for each of the board members.

The remuneration shall be payable immediately after the annual general meeting in 2021. If a board member has not served for the entire period, the remuneration shall be pro rata adjusted down (based on the number of days served compared to the full period).

11.5.2 Remuneration of Management

The table below sets out the remuneration of the management on an annual basis in 2020.

In NOK

Name	Salary	Bonus	Pension Expense	Share based payments (excl socia security tax)	Other expensed benefits	Total	Comments
Torbjørn Skulstad	O	O	0	0	0	O	Skulstad has been employed with the Company since March 2021. Hence, no remuneration was paid during 2020
Ole Fredrik Skulstad	NOK 800,000	0	NOK 32,000	0	0	NOK 832,000
Ralf Kröckel	NOK 600,000	0	NOK 24,000	0	0	NOK 624,000
Total	NOK 1,400,000	-	NOK 56,000	-	-	NOK 1,456,00

11.5.3 Bonus scheme

The Group does not have any bonus schemes in place.

11.6 Share option programs

The Company does not have any share option programs in place. No options have been issued at this Prospectus.

11.7 Benefits upon termination

No employee, including any member of Management, has entered into employment agreements which provide for any special benefits upon termination. None of the Board Members of the nomination committee have service contracts and none will be entitled to any benefits upon termination of office.

11.8 Management pensions and retirement benefits

For the year ended 31 December 2020, the costs of pensions for members of Management were NOK 56,000. The Company has no pension or retirement benefits for its Board Members.

11.9 Loans and guarantees

The Company has not granted any loans, guarantees or other commitments to any of its Board Members of Management.

11.10 Employees

As of the date of this Prospectus, the Group had 10 employees. The table below shows the development in the numbers of full-time employees over the last three years.

	As of the date of the Prospectus	Year ended 31 December	Year ended 31 December	Year ended 31 December
		2018	2019	2020
Total Group
By legal entity:
BioFish Holding AS		0	O	O
BioFish AS	ರಿ	7	10	க
ProBio AS	0	O	O	O

11.11 -Employee pension and retirement benefits

For the year ended 31 December 2020, the Group recognised an expense of approximately NOK 150,000 in pension costs, including pension cost for members of management, ref. section 11.8. Year to date, the Group has set aside approximately NOK 45,000 to provide for pension costs.

11.12 Audit committee/remuneration committee

The Company has currently not established any audit committee or remuneration committee.

11.13 Corporate governance

The Company's Board of Directors is responsible for ensuring satisfactory corporate governance.

The Norwegian Code of Practice for Corporate Governance (the "Code") does not apply on Euronext Growth. However, the Company will consider the implications of the Code going forward with its increase of operations.

11.14 Conflicts of interests etc.

As set out in Sections 11.2 "The Board of Directors" and 0 "Management", the chairperson, Mr. Harsvil, the managing director of the Company and board member Mr. Torbjørn Skulstad, and the managing director of BioFish AS, Mr. Ole Fredrik Skulstad, are major shareholders in the Company. Other than this, there are currently no other actual or potential conflicts of interest between the Company and the private interests or other duties of any of the Board Members of the Management.

Except as disclosed in section 0 and 11.3.2, no Board Member of the Management has, or had, as applicable, during the last five years preceding the date of the Prospectus:

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12.3 Share capital and share capital history

As of the date of this Prospectus, the Company's share capital is NOK 6,400,000 Shares, with each Share having a nominal value of NOK 1. All the Shares have been created under the Norwegian Private Limited Companies Act and are validly issued and fully paid.

The Company has one class of share are no share options or other rights to subscribe for or aquire Shares from the Company. Neither the Company nor any of its subsidiaries directly owns Shares in the Company.

The table below shows the development in the Company's share capital from incorporation, 17 March 2016, and to the date hereof:

Date of registration	Type of change	Change in share capital (NOK)	(NOK)	Nominal value New number of New Shares	share capital (NOK)
3 January 2018	Share capital increase	3,800,000	1.00	3,840,000	3,840,000
18 January 2018	Share capital increase	2,560,000	1.00	6.400.000	6,400,000

No share capital has been paid for with assets other than cash in the incorporation of the Company to the date of this Prospectus.

12.4 Admission to trading

It is expected that Oslo Børs will approve the Company for admission to trading of its Shares on Euronext Growth on or about 2 August 2021, a multilateral trading facility operated by Oslo Børs ASA, subject only to completion of the Offering.

The Company currently expects commencement of trading in the Shares on Euronext Growth on or about 3 August 2021. The Company has not applied for admission to trading of the Shares on any other stock exchange or regulated market.

12.5 Ownership structure

As of the date of this Prospectus, the Company has 2 shareholders. The Company's 20 largest shareholders as of the same date are shown in the table below.

No.	Shareholders	Number of Shares	Percent	Comments
1	Monaco Invest AS	3,200,000	50.0%	Monaco Invest is owned by (i) the Company's managing director and board member Torbjørn Skulstad (64%) and the manaqing director of BioFish AS, Ole Fredrik Skulstad, (36%)
2	YME Fish AS	3,200,000	50.0%	YME Fish AS is 100% owned by the chairman of the Company, Morten Harsvik.
				YME Fish AS has, pursuant to a share pledge agreement dated 5 June 2019, pledged 15% of the shares issued by the Company from time to time, and owned by YME Fish AS, in favour of Russian Salmon LLC as a security for the obligations and liabilities of BioFish AS under the Russian Salmon Smolt Supply Agreement. The validity of the share pledge is contested and was part of the arbitration hearings held 26 -28 May 2021 as further described in section 8.8 above.
	Total	6,400,000	100.0%

There are no differences in voting rights between the shareholders.

Shareholders owning 5% or more of the Shares have an interest in the Company's share capital which is notifiable pursuant to the Norwegian Securities Trading Act. See Section 13.7 "Disclosure obligations" for a description of the disclosure under the Norwegian Securities Trading Act.

Other than Monaco Invest AS and YME Fish AS, who will jointly own approximately 50 - 56% of the Shares following the Offering, there are no persons or entities that, directly, jointly or severally, exercise or could exercise control over the Company. The Company is not aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company. There are no measures in place to ensure that the control exercised by Monaco Invest AS and YME Fish AS is not abused, other than the mandatory provisions of Norwegian law and the continuing obligations of companies listed on Euronext Growth.

The Company's Articles of Association do not contain any provisions that would have the effect of delaying, deferring, or preventing a change of control of the Company. The Shares have not been subject to any public takeover bids during the current or last financial year.

Authorization to increase the share capital and to issue Shares 12.6 -

In an extraordinary general meeting of the Company held 6 July 2021 EGM") the Board was granted the following authorisation to resolve the issue of new Shares in the Company:

• a) The Board of Directors is hereby authorized, pursuant to the Limited Liability Companies Act Section 10-14, to increase the Company's share capital with up to NOK 1,280,000, i.e., 20% of the Company's current share capital, through one or more capital increases.
• b) The authorization also covers capital increases in return for in kind contributions, including set-off of debt, or a right to assume special obligations on the Company's behalf, ref. the Limited Liability Companies Act Section 10-2. The authorization also covers a resolution of merger pursuant to the Limited Liability Companies Act Section 13-5.
• c) The Board of Directors may, when exercising the authorization, waive the shareholders' preferential rights pursuant to the Limited Liability Companies Act Section 10-5.
• d) The Board of Directors is granted the power to determine the subscription rate and the conditions for subscription, and to amend the articles of association section 4 according to the share capital increase
• e) The Power of Attorney is valid until the Company's Annual General Meeting in 2022, expiring at the latest on 30 June 2022.

12.7 Authorization to acquire treasury shares

The July 2021 EGM further granted the Board the following authorisation to acquire treasury shares:

• a) The Company may acquire own shares. The Board of Directors is hereby authorized to make such acquisitions on behalf of the Company and may further dispose of such shares. The authorization may be used as a financial instrument, by the Board of Directors being able to make use of liquidity to acquire shares in the Power of Attorney may be used in connection with acquisitions or other the Company is to render consideration as shares.
• b) The maximum nominal value of the shares which the Company may acquire in total may not exceed NOK 1.280.000, i.e., 20% of the Company's current share capital. The Board of Directors may use the authorization once or on several occasions within the scope of the total nominal value as mentioned. New own shares may be acquired as replacement for own shares which are disposed.
• c) The minimum and the maximum amount which may be paid for each share is NOK 1 and NOK 50 respectively. The Board of Directors determines the consideration when disposing of the Company's own shares.
• d) The Board of Directors decides, in its own discretion, in which ways the Company's own shares shall be acquired or disposed of.
• el The Power of Attorney to acquire own shares is valid until the Company's Annual General Meeting in 2022, expiring at the latest on 30 June 2022.

128 Other financial instruments

Save for the Bonds, the Company has not issued any financial instruments as of this Admission Document.

129 Shareholder rights

The Company has one class of Shares in that class provide equal rights in the Company, including the right to any dividends. Each of the Shares carries one vote. The rights attaching to the Shares are described in Section 12,10 "The Articles of Association and certain aspects of Norwegian law".

The Articles of Association and certain aspects of Norwegian law 12.10

12.10.1 The Articles of Association

The Company's Articles of Association are set out in Appendix A to this Prospectus. Below is a summary of provisions of the Articles of Association

Business purpose

The business of the company is to own shares and units in other companies within the fishery and aquaculture sector, and all other associated activities. The company may acquire and units and manage other companies through wholly or partly owned subsidiaries. See Section 3 in the Company's Articles of Association.

Registered office

The Company's registered office is in the municipality of Bergen, Norway. See Section 2 in the Company's Articles of Association.

Share capital and nominal value

The Company's share capital is NOK 6,400,000 Shares, each Share with a nominal value of NOK 1. The Shares are registered with the VPS. See Section 4 in the Company's Articles of Association.

Registration in VPS

The Company's shares shall be registered with Verdipapirsentralen ASA. See Section 5 in the Company's Articles of Association

Restrictions on transfer of Shares

The Articles of Association do not provide for any restrictions on a right of first refusal for the Company. Share transfers are not subject to approval by the Board of Directors. See Section 8 in the Company's Articles of Association

Signature

The authorisation to sign on behalf of the Company rests with the chairman and one board of directors may grant power of procuration. See Section 7 in the Company's Articles of Association.

Certain aspects of Norwegian corporate law 12.10.2

General meetings

Through the general meeting, shareholders exercise supreme authority in a Norwegian company. In accordance with Norwegian law, the annual general meeting of shareholders is required to be held each year on or prior to 30 June. Norwegian hat written notice of annual general meetings setting forth the venue for and the agenda of the meeting be sent to all shareholders with a known address no later than 21 days before the annual general meeting of a Norwegian public limited on a stock exchange or a requlated market shall be held, unless the articles of association stipulate a longer deadline, which is not currently the case for the Company.

A shareholder may vote at the general meeting either in person or by proxy appointed at their own discretion. Although Norwegian law does not require the Company to send proxy forms to its shareholders for General Meetings, the Company plans to include a proxy form with notices of General Meetings. All the Company's shareholders who are register of shareholders maintained with the VPS as of the General Meeting, or who have otherwise reported and documented ownership to Shares, are entitled to participate at General Meetings.

Apart from the annual general meeting, extraordinary general meetings of shareholders may be held if the Board of Directors considers it necessary. An extraordinary general meeting of shareholders must also be convened if, in order to discuss a specified matter, the auditor or shareholders representing at least 5% of the share capital demands this in writing. The requirements for notice and admission to the annual general meeting also apply to extraordinary general meetings. However, the annual general meeting of a Norwegian public limited company may with a majority of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a general meeting resolve that extraordinary general meetings may be convened with a 14-day notice period until the next annual general meeting provided the Company has procedures to vote electronically

Voting rights – amendments to the Articles of Association

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Rights of redemption and repurchase of Shares

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Liability of members of the Board of Directors

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13. SECURITIES TRADING IN NORWAY

Set out below is a summary of cetain aspects of securities trading in Norway is based on the rules and regulations in force in Norway as at the date of this Prospectus, which may be subject to changes occurring affer such date. The summary does not purport to be a comprehensive description of securities trading in Norway. Shareholders who wish to clarify the aspects of securities trading in Norway should consult with and rely upon their own advisors.

13.1 Introduction

Oslo Børs was established in 1819 and offers the only regulated markets for securities trading in Norway. Oslo Børs ASA is wholly owned by Euronext Nordics Holding AS which was acquired by Euronext on 18 June 2019. Euronext owns seven required markets across Europe, including Amsterdam, Brussels, Dublin, Lisbon, London, Oslo and Paris.

As of 31 December 2018, the total capitalisation of companies listed on Oslo Børs amounted to approximately NOK 2,462 billion. Shareholdings of non-Norwegian investors as a percentage of total market capitalisation as at 31 December to approximately 38.5%.

Oslo Børs has entered into a strategic cooperation with the London Stock Exchange Group with regards to, inter alla, trading systems and product development across for equities, fixed income and derivatives markets.

13.2 Trading and settlement

Trading of equities on Oslo Børs is as of 2 December 2020 carried out in the electronic trading system Optiq®. This proprietary trading system is in use by all markets operated by Euronext.

As part of this transition the Oslo Børs has changed the name of three marketplaces to align with the rest of the Euronext group. 'Oslo Axess' has been renamed 'Euronext Expand', 'Merket' is 'Euronext Growth', and 'NOTC' is 'Euronext NOTC'. There have however been no substantive rule changes or functionality changes to these markets.

Official trading on Oslo Børs takes place between 09:00 hours (CET) each trading day, with pre-trade period between 08:15 hours (CET) and 09:00 hours (CET), closing auction from 16:20 hours (CET) and a post-trade period from 16:25 hours (CET) to 17:30 hours (CET). Reporting of after exchange trades can be done until 17:30 hours (CET).

The settlement period for trading on Oslo Børs is two trading days (T+2). This means that securities will be settled on the investor's account in VPS two days after the transaction, and that the seller will receive payment after two days.

SIX x-clear Ltd has a license from the Norwegian Ministry of Finance to act as a central counterparty and provide clearing services in Norway, and has since (until 2014 through the subsidiary Oslo Clearing and counterparty services for equity trading on Oslo Børs.

Investment services in Norway may only be provided by Norwegian investment firms holding a license under the Norwegian Securities Trading Act, branches of investment firms from an EEA member state or investment firms from outside the EEA that have been licensed to operate in Norway. Investment firms in an EEA member state may also provide investment services into Norway.

It is possible for investment firms to undertake making activities in shares listed in Norway if they have a license to this effect under the Norwegian Securities Trading Act, or in the case of investment firms in an EEA member state, a license to carry out marketmaking activities in their home jurisdiction. Such market-making activities will be governed by the Norwegian Securities Trading Act relating to brokers' trading for their own account. However, such market-making activities do not as such require notification to the Norwegian FSA or Oslo Børs except for the general obligation of investment firms that are members of Oslo Børs to report all trades in stock exchange listed securities.

13.3 Information, control and surveillance

Under Norwegian law. Oslo Børs is required to perform a number of surveillance and control functions. The Surveillance and Corporate Control unit of Oslo Børs monitors all market activity on a continuous basis. Market surveillance systems are largely automated, promptly warning department personnel of abnormal market developments.

The Norwegian FSA controls the issuance of securities in both the equity and bond markets in Norway and evaluates whether the issuance documentation contains the required information and whether it would otherwise be unlawful to carry out the issuance.

Under Norwegian law, a company that is listed on a Norwegian regulated market, or has applied for listing on such market, must promptly release any inside information the company. Inside information means precise information about financial instruments, the issuer thereof or other matters which are likely to have a significant effect on the relevant financial

instruments or related financial instruments, and which available or commonly known in the market. A company may, however, delay the release of such information in order not to prejudice its legitimate interests, provided that it is able to ensure the confidentiality of the information and that the delayed release would not be likely to mislead the public. Oslo Børs may lew fines on companies violating these requirements.

13.4 The VPS and transfer of Shares

The Company's principal share register is operated through the VPS is the Norwegian paperless centralized securities register. It is a computerized book-keeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. The VPS and Oslo Børs are both wholly owned by Euronext Nordics Holding AS.

All transactions relating to securities registered with the VPS are made through computerized book entries. No physical share certificates are, or may be, issued. The VPS confirms each entry by sending a transcript to the respective of any beneficial ownership. To give effect to such entries, the individual shareholder must establish a share account with a Norwegian account agent. Norwegian banks, Norges Bank (being, Norway's central bank), authorized securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act as account agents.

As a matter of Norwegian law, the entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties as against the issuing company or any third paty claiming an interest in the given security. A transfere of shares may not exercise the rights of a shareholder with respect to such transferee or assignee has registered such shareholding or has reported and shown evidence of such share acquisition is not prevented by law, the relevant company's articles of association or otherwise.

The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in respect of registered securities unless the error is caused by matters outside the VPS could not reasonably be expected to avoid or overcome the consequences of. Damages payable by the VPS may, however, be reduced in the event of contributory negligence by the aggrieved party.

The VPS must provide information to the Norwegian FSA on an ongoing basis, as well as any information that the Norwegian FSA requests. Further, Norwegian tax authorities may require certain information from the VPS regarding any individual's holdings of securities, including information about dividends and interest payments.

13.5 Shareholder register - Norwegian law

Under Norwegian law, shares are registered in the beneficial owner of the shares. As a general rule, there are no arrangements for nominee registration and Norwegian shareholders are not allowed to register their shares in the VPS through a nominee. However, foreign shareholders may register their shares in the name of a nominee (bank or other nominee) approved by the Norwegian FSA. An approved and registered nominee has a duty to provide information on demand about beneficial shareholders to the company and to the Norwegian authorities. In case of registration in the VPS must show that the registered owner is a nominee has the right to receive dividends and other distributions but cannot vote in general meetings on behalf of the beneficial owners.

13.6 Foreign investment in shares listed in Norway

Foreign investors may trade shares listed on Oslo Børs through any broker that is a member of Oslo Børs, whether Norwegian or foreign.

13.7 Disclosure obligations

If a person's, entity's or consolidated group's proportion of the total issued shares in a company listed on a regulated market in Norway (with Norway as its home state, which will be the case for the Company) reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of that company, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to notify Oslo Børs and the issuer immediately. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the company's share capital.

13.8 Insider trading

According to Norwegian law, subscription for, purchange of financial instruments that are listed, or subject to the application for listing, on a Norwegian regulated market, or incitement to such dispositions, must not be undertaken by anyone who has inside information, as defined in Section 3-2 of the Norwegian Securities Trading Act. The same applies to the entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights whose value is connected instruments or incitement to such dispositions.

13.9 Mandatory offer requirement

The mandatory offer requirements under the Norwegian Securities Trading Act do not apply to companies admitted to trading on Furonext Growth

13.10 Compulsory acquisition

Pursuant to the Norwegian Public Limited Companies Act and the Norwegian Securities Trading Act, a shareholder who, directly or through subsidiaries, acquires shares representing 90% or more of issued shares in a Norwegian public limited liability company, as well as 90% or more of the total voting rights, has a right, and each remaining minority shareholder of the company has a right to require such maiority shareholder. to effect a compulsory acquisition for cash of the shares not already owned by such majority shareholder. Through such compulsition the majority shareholder becomes the owner of the remaining shares with immediate effect

A majority shareholder who effects a compulsory acquired to offer the minority shareholders a specific price per share, the determination of which is at the discretion of the majority shareholder.

Should a minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will, as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in determining the paid to the minority shareholder as a result of the compulsory acquisition.

Absent a request for a Norwegian court to set the price being offered, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline.

13.11 Foreign exchange controls

There are currently no foreign exchange control restrictions in Norway that would potentially restrict the payment of a shareholder outside Norway, and there are currently no restrictions that would affect the right of shareholders of a company that has its shares registered with the VPS who are not residents in Norway to dispose of their shares and receive the proceeds from a disposal outside Norway. There is no maximum tether to or from Norway, although transfering banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax authorities, the National Insurance Administration and the Norwegian FSA have electronic access to the data in this register.

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Set out below is a summary of certain Norwegian tax matters related to an investment in the Company. The summary regarding Norwegian taxation is based on the laws in force in Norway as at the date of this Prospectus, which may be subject to any changes in law occurring after such date. Such changes could possibly be made on a retrospective basis.

The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the shares in the Company. Shareholders who wish to clarify their own tax situation should consult with and rely upon their own tax advisors. Shareholders resident in jurisdictions other than Norway and shareholders who cease to be resident in Norway for tax purposes (due to domestic tax law or tax treaty) should specifically consult with and rely upon their own tax advisors with respect to the tax position in their country of residence and the tax consequences related to ceasing to be resident in Norway for tax purposes.

Please note that for the purpose of the summary below, a reference to a Norwegian or non-Norwegian shareholder refers to the tax residency rather than the nationality of the shareholder.

The tax legislation in the Company's jurisdiction of incorporation and the tax legislation in the jurisdictions in which the shareholders are resident for tax purposes may have an impact on the income received from shares in the Company.

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"Taxation of dividends – Norwegian Personal Shareholders" above. However, the tax-free allowance does not apply in the event that the withholding tax rate, pursuant to an applicable tax treaty, leads to a lower taxation of the dividends than the withholding tax rate of 25% less the tax-free allowance.

If a Nor-Norwegian Personal Shareholder is carrying on business activities in Norway and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian Personal Shareholder, as described above.

Non-Norwegian Personal Shareholders who have suffered a higher withholding tax than set out in an apply to the Norweqian tax authorities for a refund of the excess withholding tax deducted.

All Non-Norwegian Personal Shareholders must document to a reduced withholding tax rate by obtaining a certificate of residence issued by the tax authorities in the shareholder's country of residence, confirming that the shareholder is resident in that state. The documentation must be provided to either the nominee or the account operator (VPS).

Non-Norwegian Personal Shareholders should consult their own advisers regarding the availability of treaty benefits in respect of dividend payments, including the possibility of effectively claiming a refund of withholding tax.

Non-Norwegian Personal Shareholders resident in the EEA for tax purposes may hold their shares through a Norwegian share saving account. Dividends received on, and gains derived upon the realisation of, shares held through a share saving account by a Non-Norwegian Personal Shareholder resident in the EEA will not be taxed with immediate effect. Instead, withdrawal of funds from the share saving account exceeding the Norwegian Personal Shareholder's paid in deposit, will be subject to withholding tax at a rate of 25% (unless reduced pursuant to an applicable tax treaty). Capital gains upon realisation of share saving account will be regarded as paid in may be withdrawn without taxation. Losses upon realisation of shares will correspondingly be deducted from the paid in deposit, reducing the amount which can be witholding tax.

The obligation to deduct and report withholding tax on shares held through a saving account, of above, will be the account operator.

Non-Norwegian Corporate Shareholders

Dividends distributed by the Company to shareholders who are limited liability companies (and certain in Norway for tax purposes ("Non-Norwegian Corporate Shareholders"), are as a general rule subject to withholding tax a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident

Dividends distributed to Non-Norwegian Corporate Shareholders resident within the EEA for tax purposes are exempt from Norwegian withholding tax provided that the shareficial owner of the shares and that the shareholder is genuinely established and performs genuine economic business activities within the relevant EEA jurisdiction.

If a Nor-Norwegian Corporate Shareholder is carrying on business activities in Norway and the shares with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian Corporate Shareholder, as described above.

Non-Norwegian Corporate Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted. The same will apply to Non-Norwegian Corporate Shareholders who have suffered withholding tax although qualifying for the Norwegian participation exemption.

All Nor-Norwegian Corporate Shareholders must document to a reduced withholding tax rate by either (i) presenting an approved withholding tax refund application or (ii) present an approval from the Norwegian tax authorities confirming that the recipient is entitled to a reduced withholding tax rate. In addition, a certificate of residence issued by the tax authorities in the shareholder's country of residence, confirming that the shareholder is resident in that state, must be obtained. Such documentation must be provided to either the nominee or the account operator (VPS).

The withholding obligation in respect of divided to Non-Norwegian Corporate Shareholders and on nomines registered shares lies with the company distributing the dividends and the Company assumes this obligation.

Nor-Norwegian Corporate Shareholders should consult their own advisers regarding the availability of treaty benefits in respect of dividend payments, including the possibility of effectively claiming a refund of withholding tax.

14.1.2 Taxation of capital gains on realization of shares

Norwegian Personal Shareholders

Sale, redemption or other disposal of shares is considered a realization for Norwegian tax purposes. A capital gain or loss generated by a Norwegian Personal Shareholder through a disposal of shares is taxable or tax deductible in Norway. The effective tax rate on qain or loss related to shares realized by Norwegian Personal Shareholders is currently 31.68%; i.e. capital gains (less the tax free allowance) and losses shall be multiplied by 1.44 which are then included in or deducted from the Norwegian Personal Shareholder's ordinary income in the year of disposal. Ordinary income is taxable at a flat rate of 22%, increasing the effective tax rate on gains/losses realized by Norwegian Personal Shareholders to 31.68%.

The gain is subject to tax and the loss is tax deductible irrespective of the ownership and the number of shares disposed of.

The taxable gain/deductible loss is calculated per share as the difference between the consideration for the share and the Norwegian Personal Shareholder's cost price of the share, incurred in relation to the acquisition or realization of the share. From this capital gain, Norwegian Personal Shareholders are entitled to deduct a calculated allowance provided that such allowance has not already been used to reduce taxable dividend income. Please refer to Section 14.1.1 - "Taxation of dividends - Norwegian Personal Shareholders" above for a description of the allowance. The allowance may only be deducted in order to reduce a taxable qain, and cannot increase or produce a deductible loss, i.e. any unused allowance exceeding the capital qain upon the realization of a share will be annulled. Unused allowance may not be set off against gains from realization of other shares.

If the Norwegian Personal Shareholder owns shares acquired at different points in time, the shares that were acquired first will be regarded as the first to be disposed of, on a first-in first-out basis.

Special rules apply for Norwegian Personal Shareholders that cease to be tax-resident in Norway.

Gains derived upon the realization of shares held through a Norwegian will be exempt from immediate Norwegian taxation and losses will not be tax deductible. Instead, withdrawal of funds from the share saving the Norwegian Personal Shareholder's paid in deposit, will be regarded as taxable income, subject to tax ate 31.68%. Norwegian Personal Shareholders will be entitled to a calculated tax-free allowance provided that such already been used to reduce taxable dividend income (please see Section 14.1.1 - "Taxation of dividends – Norwegian Personal Shareholders" above). The tax-free allowance is calculated based on the lowest in the account during the income year, plus any unused tax-free allowance from previous years. The tax-free allowance can only be deducted in order to reduce taxable income and cannot increase or produce a deductible loss. Any excess allowance may be carried forward and set off against future withdrawals from the account or future dividends received on shares held through the account.

Norwegian Personal Shareholders holding shares through more than one share saving account may transfer their shares or securities between the share saving accounts without incurring Norwegian taxation.

Norwegian Corporate Shareholders

Norwegian Corporate Shareholders are exempt from tax on capital gains derived from the realization of shares qualifying for participation exemption, including shares in the realization and costs incurred in connection with the purchase and realization of such shares are not deductible for tax purposes.

Special rules apply for Norwegian Corporate Shareholders that cease to be tax-resident in Norway.

Non-Norwegian Personal Shareholders

Gains from the sale or other disposal of shares by a Non-Norwegian Personal Shareholder will not be subject to taxation in Norway unless the Non-Norwegian Personal Shareholder holds the shares in connection with business activities carried out or managed from Norway.

Non-Norwegian Corporate Shareholders

Gains from the sale or other disposal of shares by a Non-Norwegian Personal Shareholder will not be subject to taxation in Norway unless the Nor-Norwegian Personal Shareholder holds the shares in connection with business activities carried out or managed from Norway.

14.1.3 Net wealth tax

The value of shares is included in the computation of net wealth tax imposed on Norwegian Personal Shareholders. Currently, the marginal net wealth tax rate is 0.85% of the value for assesment purposes for listed shares is equal to 655% of the listed value as of 1 January in the year following the relevant fiscal year). The value of debt allocated to the listed shares for Norwegian wealth tax purposes is reduced correspondingly (i.e. to 65%).

Norwegian Corporate Shareholders are not subject to net wealth tax.

Non-Norwegian (Personal and Corporate) Shareholders are generally not subject to Norwegian Personal Shareholders can, however, be taxable if the shareholding is effectively connected to the conduct of trade or business in Norway.

14.1.4 VAT and transfer taxes

No VAT, stamp or similar duties are currently imposed in Norway on the transfer or issuance of shares.

14.1.5 Inheritance tax

A transfer of shares through inheritance or as a gift does not give rise to inheritance or gift tax in Norway.

15. THE TERMS OF THE OFFERING

15.1 Overview of the Offering

The Offering consists of an offer of minimum 7,00,000 and maximum 7,00,000 Offer Shares with an Offer Price of NOK 21.50 per Offer Share. Subject to all Offer Shares being issued, the Offering will result in between NOK 118.25 million in gross proceeds to the Company.

The Offering consists of:

• An Institutional Offering, in which Offer Shares are being offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from the prospectus and registration requirements, and (c) investors in the United States who are QlBs in transactions exempt from requirements under the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 1,000,000.
• A Retail Offering, in which Offer Shares are being offered to the public in Norway and Denmark subject to a lower limit per application of NOK 10.750 and an upper limit per application of NOK 999.999 for each investors who intend to place an order in excess of NOK 999,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit.

All offers and sales in the United States will be made only to QBs as defined in Rule 144A or in other transactions exempt from registration requirements under the U.S. Securities Act. All offers and sales outside the United States with Regulation S.

This Prospectus does not constitute an offer of, or an invitation to purchase, the Offer Shares in any jurisdiction in which such offer on sale would be unlawful. For further details, see "Important Notice" and Section 16 "Selling and Transfer Restrictions".

The Bookbuilding Period for the Institutional Offering is expected to take place from 14 July 2021 at 09:00 hours (CET) to 21 July 2021 at 23:59 hours (CET). The Application Period for the Retail Offering is expected to take place from 14 July 2021 at 09:00 hours (CET) to 21 July 2021 at 23:59 hours (CET). The Company, in consultation with the Manager, reserves the right to shorten or extend the Bookbuilding Period and/or the Application Period at any time at their sole discretion. Any shortening of the Bookbuilding Period and/or the Application Period will be announced through Oslo Børs' information system. The Bookbuilding Period and/or the Application Period will in no event be shortened to expire prior to 23:59 hours (CET) on 21 July 2021. Any extension of the Bookbuilding Period and/or the Application Period will be announced through Oslo Børs' information system on or before 09:00 hours (CET) on the first business day following the then prevailing expiration date of the Bookbuilding Period and/or the Application Period. An extension of the Bookbuilding Period and/or the Application Period can be made one or several times. In the event of a shortening or an extension of the Bookbuilding Period and/or the Application date, the payment due dates and the dates of delivery of Offer Shares will be changed accordingly, but the date of the Admission and commencement of trading on Oslo Børs may not necessarily be changed.

The Offer Shares allocated in the Offering are expected to be traded on Euronext Growth from and including 3 August 2021.

The Company has made and will make certain representations and have agreed to certain undertakings with the Manager in the mandate agreement"), and are expected to agree to certain undertakings with the Manager in ancillary agreements and documents entered into in connection with the Offering and the Admission. Further, the Company will give an undertaking in favour of the Manager that will restrict its ability to issue, sell or transfer Shares for 6 months from the first day of trading on Euronext Growth. Morten Harsvik and Torbjørn Skulstad on their own behalf of their respecting holding entities, being the Company's existing shareholders (YME Fish AS and Monaco Invest AS), will give and undertaking in favour of the Manager on the same for 12 months from the first day of trading on Euronext Growth. Furthermore, the Company has undertaken, subject to certain conditions and limitations, to indemnify the Manager against certain liabilities arising out of or in connection with the Offering.

See Section 0 "Expenses of the Offering and the Admission" for information regarding fees expected to be paid to the Manager and costs expected to be paid by the Company in connection with the Offering.

15 2 Timetable

The timetable set out below provides certain indicative key dates for the Offering:

Bookbuilding Period commences Bookbuilding Period ends	14 July 2021 21 July 2021
Application Period commences	14 July 2021
Application Period ends	21 July 2021
Allocation of the Offer Shares	23 July 2021
Publication of the results of the Offering	23 July 2021

Distribution of allocation notes	23 July 2021
Accounts from which payment will be debited in the Retail Offering to be sufficiently funded	26 July 2021
Payment date in the Retail Offering	27 July 2021
Delivery of the Offer Shares in the Retail Offering (subject to timely payment)	27 July 2021
Payment date in the Institutional Offering	27 July 2021
Delivery of the Offer Shares in the Institutional Offering	27 July 2021
Admission and commencement of trading in the Shares	3 August 2021

Note that the Company together with the Manager, reserve the right to extend the Bookbuilding Period and/or the Application Period. In the event of a shortening of the Bookbuilding Period and/or the Application Period, the allocation date, the payment due date and the dates of delivery of Offer Shares will be changed accordingly, but the date of the Admission and commencement of trading on Oslo Børs may not necessarily be changed.

15.3 Resolutions relating to the Offering

In the July 2021 EGM, the shareholders adopted the following resolution to increase the share capital of the Company:

• a) The General Meeting resolved to increase the Company's share capital by minimum NOK 5.500.000 and maximum NOK 7,000,000, from NOK 6,400,000 to minimum NOK 1,900,000 and maximum NOK 13,400,000 by the issue of minimum 5,500,000 and maximum 7,000,000 new shares, each with a nominal value of NOK 1, at a subscription rate of NOK 21.50 per share, and a total subscription amount of up to NOK 150,500,000.
• b) The subscription price for each of the shares will be NOK 21,50 per share. The aggregate subscription price for the new shares is thus minimum NOK 118.250.000 and maximum NOK 150.500.000.
• c) The shares may be subscribed for by Fearnley Securities AS on behalf of, and pursuant to proxies from, investors having been allocated shares in the private placement. The shares shall be subscription form within 25 July 2021. The Board of Directors may resolve to extend the subscription period with up to two weeks. Existing shareholders' preferential rights pursuant to Section 10-5, of the Norwegian Private Limited Liability Companies Act are waived
• d) Section 4 of the articles of association is amended to reflect the new number of shares following the capital increase.
• e) Payment for the new shares shall be made directly to the Company's bank account no later than 6 August 2021.
• f) The Company may make use of the share contribution prior to registration of the Norwegian Register of Business Enterprises
• g) The new shares shall carry rights to dividend and have shareholder rights from registration of the Norwegian Register of Business Enterprises.
• h) The expenses of the share issue are estimated at approximately NOK 1 million. The expenses shall be covered by the Company.

The above resolution will be used to issue the New Shares allocated in the pre-emptive rights of the existing shareholders will be set aside to provide for a broader base in the Company and facilitate liquidity in the Shares, see Section 5 "Reasons for the Offering and the Admission". The Company believes a successful Offering and Admission will (i) be for the benefit of all its shareholders as a listing on Euronext Growth makes the investment object, and (ii) be beneficial for the Company's future development.

15.4 The Institutional Offering

15.4.1 Determination of the number of Offer Shares

The Company will, in consultation with the Manager, determine the number of Offer Shares on the basis of the applications received and not withdrawn in the Institutional Offering during the Bookbuilding Period and the number of applications received in the Retail Offering. Investors' applications for Offer Shares in the Institutional Offering will, after the end of the Bookbuilding Period, be irrevocable and binding.

15.4.2 Bookbuilding Period

The Bookbuilding Period for the Institutional Offering will be from 14 July 2021 at 09:00 hours (CET) to 21 July 2021 at 23:59 hours (CET), unless shortened or extended.

The Company may, in consultation with the Manager, shorten or extend the Bookbuilding Period at any time, and extension may be made on one or several occasions. The Bookbuilding Period may in no event expire prior to 23:59 hours (CET) on 21 July 2021. In the event of a shortening or an extension of the Bookbuilding Period, the payment due date and the date of delivery of Offer Shares may be changed accordingly, but the date of the Admission and commencement of trading on Oslo Børs will not necessarily be changed.

15.4.3 Minimum application

The Institutional Offering is subject to a minimum application. Investors in Norway who intend to place an application for less than NOK 1,000,000 must do so in the Retail Offering.

15.4.4 Application procedure

Applications for Offer Shares in the Institutional Offering must be made during the Bookbuilding Period by informing the Manager shown below of the number of Offer Shares that the investor wishes to order. Duly completed application forms must be sent or delivered to the Manager at the below address, or sent to the Manager's email address tegninger@fearnleys.com.

Fearnley Securities AS

Grev Wedels Plass 9 0151 Oslo

Norway

Tel: +47 22 93 60 00

Any orally placed application in the Institutional Offering will be binding for the same terms and conditions as a written application. The Manager may, at any time and in their sole discretion, require the investor to confirm orally placed applications in writing. Applications made may be withdrawn or amended by the investor at any time up to the Bookbuilding Period. At the close of the Bookbuilding Period, all applications in the Institutional Offering that have not been withdrawn or amended are irrevocable and binding for the investor.

15.4.5 Allocation, payment for and delivery of Offer Shares

The Manager expects to issue notification of Offer Shares in the Institutional Offering on or about 23 July 2021. Payment date for applicants in the Institutional Offering will be on or about 27 July 2021 to a designated client deposit account with the Manager.

The allocated shares will be delivered to the applicants VPS account as soon as practicable after full payment has been received and the registration of the share capital increase pertaining to the Offer Shares has taken place in the Norwegian Register of Business Enterprises.

For late payment, interest will accrue on the amount due at a rate equal to the prevalling interest rate under the Norwegian Act on Overdue Payment of 17 December 1976 no. 100 (the "Norwegian Act on Overdue Payment"), which at the date of this Prospectus. is 8% per annum. Should payment not be made when due, the Offer Shares allocated will not be delivered to the Manager reserves the right, at the risk and cost of the application and to re-allot or, from the third day after the payment due date, otherwise dispose of or assume ownership to the allocated Offer Shares on such terms and in such manner as the Manager may decide (and the applicant will not be entitled to any profit). The original applicant remains liable for payment for the Offer Shares allocated to the applicant, together with any interest, cost, charges accrued, and the Company and or the Manager may enforce payment of any such amount outstanding.

In order to facilitate efficient settlement, the Manager and the Company intend to enter into a share lending agreement with the Company's existing shareholders (YME Fish AS and Monaco Invest AS), pursuant to which YME Fish AS is expected to lend Shares to the Manager for use in full or partial DVP settlement towards applicants in the Offering. Subsequent to completion of the Offering, the Company shall carry out a share capital increase towards the Manager, issuing the same number of new shares as allocated in the Offering. Shares issued by the Company shall be used to redeliver any and all borrowed shares to YME Fish AS and Monaco Invest AS. The new Shares issued to the Manager and to be redelivered to YME Fish AS and Monaco Invest AS cannot be traded on Euronext Growth until (i) the increase in the Company's share capital has been registered with the Norwegian Register of Business Enterprises and (ii) the Shares have been registered in VPS (the "Share Lending Arrangement").

The investors will not have any rights or claims against the Manager.

15.5 The Retail Offering

15.5.1 Offer Price

The price for the Offer Shares offered in the Retail Offering will be the same as in the Institutional Offering, which is NOK 21.50 per Offer Share

15.5.2 Application period

The Application Period during which applications for Offer Shares in the Retail Offering will be accepted will last from 14 July 2021 at 09:00 hours (CET) to 21 July 2021 at 23:59 hours (CET), unless shortened or extended. The Company may, in consultation with the Manager, shorten or extend the Application Period at any time and for any reason, and extension may be made on one or several occasions. The Application Period may in no event expire prior to 23:59 hours (CET) on 21 July 2021. In the event of a shortening or an extension of the Application Period, the allocation date, the payment due date of delivery of Offer Shares may be changed accordingly, but the date of the Admission and commencement of trading on Euronext Growth will not necessarily be changed.

15.5.3 Minimum and maximum application

The Retail Offering is subject to a minimum application amount of NOK 10,750 and a maximum application amount of NOK 999,999 for each applicant.

Multiple applications are allowed. One or multiple applicant in the Retail Offering with a total application amount in excess of NOK 999,999 will be adjusted downwards to an application amount of NOK 999,999. If two or more identical subscription forms are received from the subscription form will only be counted once unless otherwise explicitly stated on one of the subscription forms. In the case of multiple applications through the VPS online applications made both on a physical application form and through the VPS online applications will be counted. Investors who intend to place an order in excess of NOK 999,999 must do so in the Institutional Offering.

15.5.4 Application procedures and application offices

Offer Shares in the Retail Offering may be application system by following the link to the website (in which application available): https://research.fearnleysecurities.noltransactions.aspx. The Subscription Form, together with this Prospectus, can be obtained from the Company free of charge at its registered office, the Company's website www.BioFish.no or the Manager's website. Applications must be duly registered during the Application Period.

Subscriptions that are incorrectly completed or that are made after the explication Period, may be disregarded without further notice to the applicant. The same applications that are unlawful. Properly completed Subscription Forms must be received through the VPS application system by 23:59 hours (CET) on 21 July 2021, unless the Application Period is being shortened or extended.

Persons who are account customers at Nordnet") may, as an alternative to applications through the VPS online system, also apply for Offer Shares in the Retail Offering electronically through Nordnet, which is acting as a placing agent for the Retail Offering in Denmark and Norway pursuant to a distribution services agreement with the Company.

Application through Nordnet can be made until 23:59 (CET) on 21 July 2021, unless the Application Period or extended. In order not to lose the right to allotment, at Nordnet are to have enough cash equivalents available at the account during the period from 23:59 on 21 July 2021 until the Payment Date, which is expected to be 27 July 2021. More information regarding the application process is available at www.nordnet.dk.Please note that the Subscription Form attached hereto as Appendix E may not be Nordnet. Any Subscription Forms submitted to Nordnet will be disregarded without further notice to the applicant.

None of the Company or the Manager may be held responsible for unavailable internet lines or servers or other logistical or technical matters that may result in applications not being received in time or at all.

All applications made in the Retail Offering will be irrevocable and binding upon registration of the application, irrespective of any shortening or extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant after having been registered in the VPS or Nordnet's webservice.

15.5.5 Allocation, payment and delivery of Offer Shares

15.5.5.1 Applications through VPS Notifications of allocation of Offer Shares in the Retail Offering for applicants who have applied for Offer Shares through the VPS is expected to be issued through the VPS on or around 23 July 2021. Any applicant wishing to know the precise number of Offer Shares allocated to it should be able to see how many Offer Shares they have been allocated in the VPS from on or around 23 July 2021.

In registering an application through the VPS online application system, each applicant in the Retail Offering will authorize the Manager and the VPS to debit the applicant's Norwegian bank account for the Offer Shares allocated to the applicant. The applicant's bank account number must be stipulated on the VPS online application. Accounts will be debited on or about 27 July 2021 (the "Payment Date"), and there must be sufficient funds in the stated bank account from and including 26 July 2021. Applicants who do not have a Norwegian bank account must ensure that payment for the allocated Offer Shares is made on or before the Payment Date (expected to be 27 July 2021).

Further details and instructions will be set out in the allocation notes to the applicant to be issued on or around 23 July 2021 or can be obtained by contacting the Manager.

Should any applicant who have applied for Offer Shares through the VPS have insufficient funds on his or her account, or should payment be delayed for any reason, or if it is not possible to debit the account, interest will accrue on the amount due at a rate equal to the prevaling interest rate under the Norwegian Act on Interest on Overdue Payments, which at the date of this Prospectus is 8% per annum. The Manager reserves the right (but has no obligation) to make up to three debit attempts from 27 July 2021 through 30 July 2021 if there are insufficient funds on the Payment Date. Should payment not be made when due, the Offer Shares allocated will not be delivered to the Manager reserves the right, at the risk and cost of the applicant, to cancel at any time thereafter the application and to re-allot or. from the third day after the Payment Date, of or assume ownership to the allocated Offer Shares, on such manner as the Manager may decide (and the applicant will not be entitled to any profit there from). The original will remain liable for payment of the Offer Shares allocated to the applicant, together with any interest, costs, charges accrued, and the Company and/or the Manager may enforce payment of any such amount outstanding.

The original applicant will be liable for payment of the Offer Shares allocated to the applicant, together with any interest, costs, charges and expenses accued, and the Company and/or the Manager may enforce payment of any such amount outstanding. The investors will not have any rights or claims against the Manager.

15.5.5.2 Applications through Nordnet

Applicants who have applied for Offer Shares through Northet's webservice will receive information regarding the allocation of Offer Shares by delivery of allocation notes on 23 July 2021. Payment for the allocated Offer Shares will be charged from the account designated by the applicant on or around 27 July 2021.

15.5.5.3

In order to facilitate for efficient settlement, allocation of Offer Shares to applicants in the Retail Offering will be made through the Share Lending Arrangement, which will facilitate for full DVP settlement towards applicants in the Retail Offering. Subject to timely payment by the applicant, delivery of the Offer Shares allocated in the Retail Offering is therefore expected to take place on or around 27 July 2021 to the applicants' respective accounts with Nordnet or VPS as designated by the respective applications.

156 Mechanism of allocation

It has been provisionally assumed that approximately 80% - 99% of the Offering will be allocated in the Institutional Offering and that approximately 1% - 20% of the Offering will be allocated in the Retail Offering. The final determination of the number of Offer Shares allocated to the Institutional Offering will only be decided, however, by the Company in consultation with the Manager, following the completion of the bookbuilding process for the Institutional Offering, based on among other things the level of orders or applications received from each of the categories of investors. The Company and the Manager reserve the right to deviate from the provisionally assumed allocation between tranches without further notice and at their sole discretion.

No Offer Shares have been reserved for any specific national market.

In the Institutional Offering, the Company together with the Manager, will determine the allocation of Offer Shares. An important aspect of the allocation principles is the desire to create an appropriate long-term shareholder structure for the allocation principles will, in accordance with normal practice for institutional placements, include factors such as premarketing and management road-show participation and feedback, timeliness of the order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Company and the Manager further reserve the right, at their sole discretion, to take into account the creditworthiness of any applicant. The Company and the Manager may also set a maximum allocation or decide to make no allocation to any applicant.

In the Retail Offering, no allocations will be made for a number of Offer Shares representing an aggregate value of less than NOK 10,750 per applicant provided, however, that all allocations will be rounded down to the nearest number of whole Offer Shares and the payable amount will hence be adjusted accordingly. One or multiple orders from the Retail Offering with a total application amount in excess of NOK 999,999 will be adjusted downwards to an application amount of NOK 999,999. In the Retail Offering, allocation will be made on a pro rata basis using the VPS automated simulation procedures, provided, however, that the Company and the Manager reserve the right, at their sole discretion, to give full allocation to employees of the Group and members of the Board of Directors having applied for Offer Shares in the Retail Offering.

The Company and the Manager reserve the right to limit the total number of applicants to whom Offer Shares are allocated if the Company and the Manager deem this to be necessary in order to keep the number of shareholders in the Company at an appropriate level and such limitation does not have the effect that any conditions for the number of shareholders will not be satisfied. If the Company and the Manager should decide to limit the total number of applicants to whom Offer Shares are allocated, the applicants to whom Offer Shares are allocated will be determined on a random basis by using the VPS automated simulation procedures and/or other random allocation mechanism.

15.7 VPS account

To participate in the Offering, each applicant must have a VPS accounts can be established with authorized VPS registrars, which can be Norweqian banks, authorized investment firms in Norwegian branches of credit institutions established within the EEA. Non-Norwegian investors may use nominee VPS accounts registered in the namine. The nominee must be authorized by the Norwegian Ministry of VPS accounts requires verification of identification by the relevant VPS registrar in acordance with Norwegian anti-money laundering legislation (see Section 15.10 "Mandatory anti-money laundering procedures").

15.8 National Client Identifier and Legal Entity Identifier

15.8.1 Introduction

In order to participate in the Offering, subscribers will need a global identification code. Physical persons will need a so-called National Client Identifier ("NCI") and legal entities will need a so-called Legal Entity Identifier ("LEI"). Investors who do not already have an NCI or LEI, as applicable, must obtain such codes in time for the application in order to participate in the Offering.

15.8.2 NCI code for physical persons

As of 3 January 2018, physical persons need an NCI code to participate in a financial market transaction. The NCI code is a global identification code for physical persons with only a Norwegian citizenship, the NCI code is the 11-digit personal ID number (Nw: "fødselsnummer"). If the person in question has multiple citizenship than Norwegian, another relevant NCI code can be used. Investors are encouraged to contact their bank for further information.

15.8.3 LEI code for legal entities

As of 3 January 2018, a LEI code is a mandatory number for all legal entities investing in a financial market transaction. A LEI code is a 20-character code that identifies distinct legal entities that engage in financial market transactions. The Global Legal Identifier Foundation ("GLEIF") is not directly issuing LEIs but delegates this responsibility to Local Operating Units ("LOUs").

Norwegian companies can apply for a LEI code through the website https://no.nordlei.org/. The application can be submitted through an online form and signed electronically with BankID. It normally takes one to two working days to process the application.

Non-Norwegian companies can find a complete list of LOUs on the website https://www.gleif.org/en/about-lei-leiissuing-organizations.

15.9 Product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a proval process, which has determined that they each are: (i) compatible with an end target market of retail investors who meet the criteria of professional clients and eligible counterparties, each as defined in MFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment).

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and an investment in the Shares is compatible only with investors who do not need a quaranteed income or capital protection. who leither alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares and determining appropriate distribution channels.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is notwithstanding the Target Market Assessment, the Manager will only procure investors who meet the criteria of professional cligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of invest in, or purchase, or take any other action whatsoever with respect to the Shares.

15.10 Mandatory anti-money laundering procedures

The Offering is subject to applicable anti-money laundering legislation, including the Norwegian Money Laundering Act of 1 June 2018 no. 23 and the Norwegian Money Laundering Regulations of 14 September 2018 no. 1324 (collectively, the "Anti-Money Laundering Legislation").

Applicants who are not registered as existing customers of the Manager must verfy their identity to the Manager with which the order is placed in accordance with the requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Applicants who register an application through the VPS online application system, are exempted, unless verification of identity is requested by the Manager. Applicants who have not completed the required verification of identity prior to the expiry of the Application Period may not be allocated Offer Shares.

15.11 Publication of information in respect of the Offering

In addition to press releases which will be posted on the Company will use Oslo Børs' information system to publish information relating to the Offering, such as amendments to the Application Period (it any), the number of Offer Shares, the total amount of the Offering, allocation percentages and the first day of trading.

The final determination of the number of Offer Shares and the total amount of the Offering is expected to be published on or about 23 July 2021.

15.12 The rights conferred by the Offer Shares

The Offer Shares will in all respects carry full shareholders' rights in the Company on an equal basis as any other Shares in the Company, including the right to any dividends. For a description of rights attached to the Shares, see Section 0 "Corporate Information and Description of Share Capital".

15.13 VPS registration

The New Shares have been created under the Norwegian Public Limited Companies Act. The New Shares are registered in bookentry form with the VPS and have ISIN NO 001 0955198. The Company's register of shareholders with the VPS is administrated by the VPS Registrar. The VPS Registrar's address is Dronning Eufemias gate 30, 0191 Oslo, Norway, and its telephone number is +47 915 04800.

15.14 Conditions for completion of the Offering - Admission and trading of the Offer Shares

It is expected that Oslo Børs will approve the Admission of the Shares on Euronext Growth on or about 2 August 2021, subject only to completion of the Offering.

Completion of the Offering on the terms set forth in this Prospectus is conditional on (i) the Manager, resolving to proceed with the Offering, and (ii) the board of the Company, in consultation with the Manager, having approved the number of New Shares and the allocation of the Offer Shares to eligible investors following the bookbuilding process. There can be no assurance that these conditions will be satisfied, the Offering may be revoked or suspended. The Offering may not be revoked after dealing has begun, and may be closed no earlier than 21 July 2021

Assuming that the conditions are satisfied, the first day of trading the Offer Shares, on Euronext Growth, is expected to be on or about 3 August 2021. The Shares are expected to trade under the ticker code "BFISH".

Applicants in the Retail Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date, by ensuring that the stated bank account is sufficiently funded on 26 July 2021. Applicants in the Institutional Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date. Accordingly, an applicant who wisher Offer Shares, following confirmed allocation of Offer Shares, but before delivery, must ensure that timely payment is made in order for such Offer Shares to be delivered in time to the applicant.

Prior to the Admission and the Offering, the Shares are not listed on any stock exchange or authorized marketion has been filed for listing on any other multilateral trading facilities, stock exchanges or regulated marketplaces.

15.15 Dilution

The following table shows a comparison in the Company's share capital and voting rights for existing shareholders before and after the issuance of the Offer Shares, with the assumption that existing shareholders do the Offer Shares and assuming subscription of the maximum number of Offer Shares:

	Prior to the issuance of the New Shares	Subsequent to the issuance of the New Shares
Number of Shares each with a nominal value of NOK 1.00, and number of voting rights	6,400,000	13,400,000
% dilution	1	52.24%

15.16 Net asset value per share

Based on the balance sheet of the Group as of 31 December 2020, the net book value of the Group was approx. NOK 21 million. Divided on the number of shares in the Company as of such date (6,400,000), the net asset value per share was approx. NOK 3,3, while the offer price in the Offering is set to NOK 21.50 per Offer Share.

15.17 Expenses of the Offering and the Admission

The Company's total costs and expenses of, and incidental to, the Admission are estimated to amount to between NOK 8 million and NOK 10 million (excluding. VAT).

The gross proceeds from the Offering to the Company will be minimum NOK 150,5 million and the Company's total costs and expenses of, and incidental to, the Offering and the Admission are estimated to amount to approximately NOK 10 million (excluding VAT) based on the assumption that the maximum number of Offer Shares are applied for and allocated in the Offering. Thus, the net proceeds from the Company will be from approximately NOK 108.250 million to approximately NOK 140.5 million.

The Company will pay a commission to each of the Manager and Nordnet in accordance with terms of the respective mandate agreements entered into between the Manager and Nordnet respectively. The commission payable will be calculated on the basis of the gross proceeds from the Offering. Commission payable to the Manager is estimated to between NOK 4.2 million and 5.25 million, while commission payable to Northet is estimated to between NOK 800,000. In both cases depending on the size of the Offering. The abovementions are included in the costs and expenses estimates above in this section.

No expenses or taxes will be charged by the Company or the Manager to the applicants in the Offering.

15.18 Lock-up

15.18.1 The Company

Pursuant to a lock-up undertaking, the Company is expected to without the prior written consent of the Manager, which shall not be unreasonably withheld, during the period up to and including the date falling 12 months from the first day of trading of the Shares on Euronext Growth, (i) issue, offer, pledge, sell, mortgage, charge, deposit, assign, lend, transfer or contract to issue, pledge, sell, mortgage, charge, deposit, assion, lend, transfer any Shares, or (ii) issue, offer, pledge, sell or contract to issue or sell any securities convertible into or exchangeable for Shares or to issue options or warrants in respect of, grant any option to purchase or otherwise dispose of, directly any Shares, (iii) enter into any swap or any other agreement or any transaction that has an equivalent effect to (i) above, whether any such swap or transaction described in (ii) above or this item (iii) is to be settled by delivery of such securities, in cash or otherwise, or (iv) publicly announce or indicate an intention to effect any transaction specified in (i) – (ii) above. The foregoing shall not apply to (i) the sale and issue of Shares by the Company in the

Offering, (ii) the granting of options or other rights to Shares, or the honouring of options or such other rights to Shares, by the Company pursuant to any management or employee share incentive schemes, or (ii) the issuance of consideration shares in connection with settlement of acquisitions of other companies and/or businesses.

15.18.2

Pursuant to additional lock-up undertakings the current shareholders will not, without the prior written consent of the Manager, during the period up to and including the date falling 12 months from the first day of trading of the Shares on Euronext Growth, directly or indirectly, (i) offer, sell, pledge, mortgage, charge, deposit, assign, lend, transfer, issue options or warrants in respect of, grant any option to purchase or otherwise dispose of, directly, any Shares (or any other securities convertible into or exchangeable for Shares or which to purchase Shares), (ii) enter into any transaction (including a derivative transaction) having an effect on the market in the Shares similar to that of a sale of Shares, or (iii) publicy announce an intention to effect any transaction specified in (i) or (ii), provided, however, that the foregoing shall not apply to: (A) any transfer of Shares to a company majority owned and/or controlled that such company (a) assumes the same lockup obligations and (b) remains majority owned and/or controlled by the Shareholder for the lock-up period, or (B) the acceptance of an offer for all Shares in the Company and any transfer of Shares in relation thereto .

15.19 Interest of natural and legal persons involved in the Offering

The Manager or its affiliates have provide in the to time, and may provide in the future, financial advisory, investment and commercial banking services, as well as financing, to the Company and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. The Manager does not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Manager will receive a fee in connection with the Offering and, as such, have an interest in the Offering. See Section 0 "Expenses of the Offering and the Admission" for information on fees to the Manager in connection with the Offering.

Bevond the above-mentioned, the Company is not any interest, including conflicting ones, of any natural or legal persons involved in the Offering.

15.20 Participation of major existing shareholders and members of the Management, supervisory and administrative bodies in the Offering

The Company is not aware of any major shareholders of the Management, supervisory or administrative bodies which intend to apply for Offer Shares in the Offering, or whether any person intends to apply for more than 5% of the Offer Shares in the Offering.

15.21 Governing law and jurisdiction

This Prospectus, the Subscription Form and conditions of the Offering shall be governed by and construed in accordance with Norwegian law. Any dispute arising out of, or in connection with, this Prospectus, the Subscription Form, or the Offering shall be subject to the exclusive jurisdiction of the courts of Norway, with the Oslo District Court as the legal venue.

16. SELLING AND TRANSFER RESTRICTIONS

16.1 General

As a consequence of the following restrictions, prospective investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares offered hereby.

Other than in Norway and Denmark, the Company is not taking any action to public offering of the Shares in any jurisdiction. Receipt of this Prospectus will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, this Prospectus is for information only and should not be copied or redistributed. Except as otherwise disclosed in this Prospectus, if an investor receives a copy of this Prospectus in any jurisdiction other than Norway or Denamrk, the investor may not treat this Prospectus as constituting an invitation or offer to it, nor should the investor in any event deal in the relevant jurisdiction, such an invitation or offer could lawfully be made to the Shares could lawfully be deal in without contravention of any unfulfilled registration or other legal requirements. Accordingly, if an investor receives a copy of this Prospectus, the investor should not distribute or send the same, or transfer Shares, to any person or into any jurisdiction where to do so would or might contravene local securities laws or requlations.

16.2 Selling restrictions

United States 16.2.1

The Offer Shares have not been and will not be registered under the U.S. Securities requlatory authority of any state or other jurisdiction in the United States, and may not be offered or sold except: (i) within the United States to QBs in reliance on Rule 144A or pursuant to another available exemption requirements of the U.S. Securities Act; or (i) outside the United States to certain persons in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and, in accordance with any applicable securities laws of any state or any other jurisdiction. Accordingly, the Manager has represented and agreed that it has not offered or sold, and will not offer or sell, any of the Offer Shares as part of its allocation at any time other than (i) within the United States to QBs in accordance with Rule 144A or (ii) outside of the United States in compliance with Rule 903 of Regulation S. Transfer of the Offer Shares will be restricted and each purchaser of the Offer Shares in the United States will be required to make certain acknowledgements, as described under Section 16.3.1 "United States".

Any offer or sale in the United States will be made solely by affiliates of the Manager who are broker-dealers registered under the U.S. Exchange Act. In addition, until 40 days after the Offering, an offer or sale of Offer Shares within the United States by a dealer, whether or not participating in the Offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A or another exemption from the registration requirements of the U.S. Securities Act and in connection with any applicable state securities laws.

16.2.2 United Kingdom

The Manager has represented, warranted and agreed that:

• a) invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA in connection with the issue or sale of any Offer Shares in which Section 21(1) of the FSMA does not apply to the Company; and
• b) Offer Shares in, from or otherwise involving the United Kingdom.

16.2.3 European Economic Area

In relation to each Relevant Member State, no Offer Shares have been offered to the public in that Relevant Member State, pursuant to the Offering, except that Offer Shares may be offered to the Relevant Member State at any fime in reliance on the following exemptions under the EU Prospectus Regulation:

• a)
• b) to fewer than 150 natural or legal persons (other than qualified in the EU Prospectus Regulation) per Relevant Member State, with the prior written consent of the Manager for any such offer: or
• c) c in any other circumstances falling under the scope of Article 3(2) of the EU Prospectus Regulation;

provided that no such offer of Offer Shares shall result in a requirement for the Company or any Manager to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement to Article 23 of the EU Prospectus Regulation.

For the purpose of this provision the expression an "offer to the public" in relation to any Offer Shares in any Relevant Member State means a communication to persons in any means presenting sufficient information on the terms of the Offering and the Offer Shares to be offered, so as to enable an investor to decide to acquire any Offer Shares.

This EEA selling restriction is in addition to any other selling restrictions set out in this Prospectus.

16.2.4 Additional iurisdictions

16.2.4.1 Switzerland

The Offer Shares may not be publicly offered in Switzerland and will not be listed on the Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to for issuance prospectuses under article 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under article 27 ff of the SIX Listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the Offer Shares or the Offering may be publicly distributed or otherwise made publicy available in Switzerland. Neither this document nor any other offering or marketing material relating to the Offering, the Company or our Shares has been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be Offering will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the Offering has not will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

16.2.4.2 Canada

The Offer Shares may be sold only to purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instruments, Exemptions and Ongoing Registrant Obligations. Any resale of the Offer Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces of Canada may provide a purchaser with remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (N 33-105), the Manager is not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

16 2 4 3 Hong Kong

The Offer Shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Offer Shares may be in the possession of any person for the purposes of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Offer Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong And any rules made thereunder.

16.2.4.4 Singapore

This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation or purchase, of the Offer Shares may not be circulated or distributed, nor may they be offered or sold, or be made the subject of an invitation for purchase, whether directly or indirectly, to persons in Singapore other than to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section (ii) otherwise pursuant to, and in accordance with the conditions of. any other applicable provision of the SFA.

16245 Other iurisdictions

The Offer Shares may not be offered, sold, transferred or delivered, directly, in or into, Japan, Australia or any other jurisdiction in which it would not be permissible to offer the Offer Shares.

In jurisdictions outside the United States and the EEA where the Offering would be permissible, the Offer Shares will only be offered pursuant to applicable exceptions from prospectus requirements in such jurisdictions.

16.3 Transfer restrictions

16.3.1 United States

The Offer Shares have not been, and will not be, registered under the U.S. Securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold except: (i) within the United States only to QBs in reliance on Rule 144A or pursuant to another exemption from the registration requirements of the U.S. Securities Act; and (ii) outside the United States in compliance with Regulation S, and in each case in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. Terms defined in Rule 144A or Regulation S shall have the same meaning when used in this section.

Each purchaser of the Offer Shares outside the United States pursuant to Regulation S will be deemed to have acknowledged, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed investment decision and that:

• The purchaser is authorized to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations.
• · The purchaser acknowledges that the Offer Shares have not been and will not be registered under the U.S. Securities Act, or with any securities regulatory authority or any state of the United States, and, subject to certain exceptions, may not be offered or sold within the United States.
• · The purchaser is, and the person, if any, for whose account or benefit the purchaser is acquiring the Offer Shares, was located outside the United States at the time the Offer Shares was originated and continues to be located outside the United States and has not purchased the Offer Shares for the account of any person in the United States or entered into any arrangement for the Offer Shares or any economic interest therein to any person in the United States.
• The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares.
• The purchaser is aware of the restrictions on the offer Shares pursuant to Regulation S described in this Prospectus.
• · The Offer Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S.
• The Company shall not recognize any offer, sale, pledge or other transfer of the Offer than in compliance with the above restrictions.
• If the purchaser is acquiring any of the Offer Shares as a fiduciary or agent for one or more accounts, the purchaser represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements in behalf of each such account.
• The purchaser acknowledges that the Company, the Manager and their respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.

Each purchaser of the Offer Shares within the United States purchasing pursuant to Rule 144A or another available exemption from, or in a transaction not subject to, the regirements of the U.S. Securities Act will be deemed to have acknowledged, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed investment decision and that:

The purchaser is authorized to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations.

• The purchaser acknowledges that the Offer Shares have not been and will not be registered under the U.S. Securities Act on with any securities regulatory authority of any state of the United States and are subject to significant restrictions to transfer.
• The purchaser (i) is a QIB (as defined in Rule 144A), (ii) is aware that the sale to it is being made in reliance on Rule 144A and (iii) is acquiring such Offer Shares for its own account of a QB, in each case for investment and not with a view to any resale or distribution to the Offer Shares, as the case may be.
• The purchaser is aware that the Offer Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the U.S. Securities Act.
• lf, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Offer Shares, or any economic interest therein, as the case may be, such Offer Shares or any economic interest therein may be offered, sold, pledged or otherwise transferred only (i) to a person whom the beneficial owner and/or any person acting on its behalf reasonably believes is a QB in a transaction meeting the requirements of Rule 144A, (ii) outside the United States in a transaction meeting the requirements of Regulation S, (iii) in accordance with Rule 144 (if available), (iv) pursuant to any other exemption from the registration requirements of the U.S. Securities Act, subject to the receipt by the Company of counsel or such other evidence that the Company may reasonably require that such sale or transfer is in compliance with the U.S. Securities Act or (v) pursuant to an effective registration statement under the U.S. Securities Act, in each case in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction.
• The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares.
• The purchaser will not deposit or cause to be deposited such Offer Shares into any depositary receipt facility established or maintained by a depository bank other than a Rule 144A restricted depository receipt facility, so long as such Offer Shares are "restricted securities" within the meaning of Rule 144(a) (3) under the U.S. Securities Act.
• The purchaser acknowledges that the Offer Shares are "restricted securities" within the meaning of Rule 144(a) (3) and no representation is made as to the availability of the exemption provided by Rule 144 for resales of any Offer Shares, as the case may be.
• The purchaser acknowledges that the Company shall not recognize any offer, sale pledge or other transfer of the Offer Shares made other than in compliance with the above-stated restrictions.
• If the purchaser is requiring any of the Offer Shares as a fiduciary or agent for one or more accounts, the purchaser represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.
• The purchaser acknowledges that these representations are required in connection with the securities laws of the United States and that Company, the Manager and their respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.

16.3.2 European Economic Area

Each person in a Relevant Member State (other than, in the case of paragraph (a), persons receiving offers contemplated in this Prospectus in Norway or Denmark) who receives any communication in respect of, or who acquires any Offer Shares under, the offers contemplated in this Prospectus will be deemed to have represented, warranted and agreed to and with the Manager and the Company that:

• a)
• b) in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 1 of the EU Prospectus Requlation, (i) the Offer Shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the EU Prospectus Regulation, or in circumstances in which the prior consent of the Manager has been given to the offer or resale; or (ii) where Offer Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons.

For the purpose of this repression an "offer to the public" in relation to any Offer Shares in any Relevant Member State means a communication to persons in any means presenting sufficient information on the terms of the Offering and the Offer Shares to be offered, so as to enable an investor to decide to acquire any Offer Shares.

17. ADDITIONAL INFORMATION

17.1 Auditor and advisors

The Company's independent auditor is Collegium Revisjon AS with registration number 988 782 041, and business 20vre Kråkenes 17, 5152 Bønes, Norway ("Collegium Revisjon"). The partners of Collegium Revisjon are members of the Norwegian Institute of Public Accountants (Nw.: Den Norske Revisoriorening). Collegium Revisjon has been the auditor of the Company since its incorporation on 17 March 2016.

Fearnley Securities AS (Grev Wedels Plass 9, 0151 Oslo) is acting as Manager for the Offering and Admission.

Advokatfirmaet Haavind AS (Bygdøy allé 2, 0257 Oslo) is acting as legal counsel to the Company.

17.2 Information sourced from third parties and expert opinions

In this Prospectus, certain information has been sourced from third parties. The Company confirms that been sourced from a third party, such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render information inaccurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified.

The Company confirms that no statement or report attributed to a person as an expert is included in this Prospectus.

17.3 Documents on display

Copies of the following documents will be available for inspection at the Company's offices at Leirvikveien 34A, 5179 Godwik, Norway, during normal business hours from Monday to Friday each week (except public holidays) and on the Company's website www.biofish.no for a period of twelve months from the date of this Prospectus:

• The Company's certificate of incorporation and Articles of Association; .
• All reports, letters, and other documents, historical information, valuations and statements prepared by any expert at the Company's request any part of which is included or referred to in this Prospectus:
• The historical financial information of the Company and its subsidiary undertakings for each of the two financial years . preceding the publication of this Prospectus; and
• This Prospectus.

DEFINITIONS AND GLOSSARY 18.

In the Prospectus, the following defined terms have the following meanings:

Admission	The admission to trading on Euronext Growth.
Anti-Money Laundering Legislation	The Norwegian Money Laundering Act of 6 March 2009 no. 11 and the Norwegian Money Laundering Regulations of 13 March 2009 no. 302, collectively.
Application Period	Commences at 09:00 hours (CET) on 14 July 2021 and closes at 23:59 hours (CET) on 21 July 2021.
Articles of Association	The Company's articles of association.
Board Members	The members of the Board of Directors.
Board of Directors	The board of directors of the Company.
Bond Loan	Has the meaning ascribed to such term in section 8.7.3.
Bond Loan Agreement	Has the meaning ascribed to such term in section 8.7.3.
Bookbuilding Period	Commences at 09:00 hours (CET) on 14 July 2021 and closes at hours (CET) on 21 July 2021.
CET	Central European Time.
Company	BioFish Holding AS.
Corporate Governance Code	The Norwegian Code of Practice for Corporate Governance last updated 17 October 2018.
DVP	Delivery versus payment
EEA	The European Economic Area.
EU	The European Union.
EU Prospectus Regulation	Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 20014/71/EC.
EUR	The lawful common currency of the EU member states who have adopted the Euro as their sole national currency.
Euronext Growth	A Norwegian multilateral trading facility operated by Oslo Børs ASA.
Financial Statements	The audited consolidated financial statements for the Group as of and for the years ended 31 December 2018, 31 December 2019, and 31 December 2020.
FSMA	The Financial Services and Markets Act 2000.
General Meeting	The general meeting of the shareholders in the Company.
GLEIF	Global Legal Identifier Foundation.
Ground Lease Agreement	Has the meaning ascribed to such term in section 8.10.
Group	The Company and its consolidated subsidiaries.
H2S	Hydrogen sulphide
HSE	Health, safety and environment.
AS 34	International Accounting Standard 34.

July 2021 EGM LEI	An extraordinary general meeting of the Company held 6 July 2021. Legal Entity Identifier.
LOUs	Local Operating Units.
Management	The senior management team of the Company.
MAB	Maximum Allowed Biomass
MAP	Microwawe Assisted Pyrolysis.
Manager	Fearnley Securities AS.
Mandate Agreement	The agreement between the Company and Manager in which the Company has made and will - make certain representations and warranties in favour of and have agreed to certain undertakings.
Member States	The participating member states of the European Union.
New Shares	New shares to be issued by the Company in the Offering.
MiFID II	EU Directive 2014/65/EU on markets in financial instruments.
NCI	National Client Identifier.
NGAAP	Norwegian Generally Accepted Accounting Principles
NOK	Norwegian Kroner, the lawful currency of Norway.
NOK Bonds	Has the meaning ascribed to such term in section 8.7.3.
NOM-account	Nominee account.
Non-Norwegian Corporate Shareholders	Shareholders who are limited liability companies (and certain other entities) not resident in Norway for tax purposes.
Non-Norwegian Personal Shareholder	Shareholders who are individuals not resident in Norway for tax purposes.
Norwegian Act on Overdue Payment	The Norwegian Act on Overdue Payment of 17 December 1976 no. 100 (Nw.: forsinkelsesrenteloven).
Norwegian Corporate Shareholders	Shareholders who are limited liability companies and certain similar corporate entities resident in Norway for tax purposes.
Norwegian FSA	The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet).
Norwegian Personal Shareholder	Shareholders who are individuals and resident in Norway for tax purposes.
Norwegian Private Limited Companies Act	The Norwegian Private Limited Companies Act of 13 June 1997 no. 44 (Nw.: allmennaksjeloven).
Norwegian Reconstruction Act	The Norwegian Temporary Act on Reconstruction to Remedy Financial Distress Caused by the Outbreak of Covid-19 of 7 May 2020 no. 38
Norwegian Securities Trading Act	(Nw.: rekonstruksjonsloven) The Norwegian Securities Trading Act of 29 June 2007 no. 75 (Nw.: verdipapirhandelloven).
Norwegian Securities Trading Regulation	Norwegian Securities Trading Regulations of 29 June 2007 no 876 (Nw.: verdipapirhandelsforskriften).
Offering	The offering of minimum 5,500,000 and maximum 7,000,000 Offer Shares on the terms and conditions set out in this Prospectus.
Offer Price	The price at which the Offer Shares will be sold in the Institutional Offering and the Retail Offering, will be NOK 21.50 per share.
Offer Shares	The shares offered in the Offering.

Order	The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended.
Oslo Børs	Oslo Børs ASA, or, as the context may require, Oslo Børs, a Norwegian regulated stock exchange operated by Oslo Børs ASA.
Overdraft Facility	Has the meaning ascribed to such term in section 10.6.3
Payment Date	The payment date for the Offer Shares under the Offering, expected to be on 27 July 2021.
Prospectus	This Prospectus dated 12 July 2021.
QIBs	Qualified institutional buyers as defined in Rule 144A.
RAS	Recirculating aquaculture system.
Regulation S	Regulation S under the U.S. Securities Act.
Relevant Member State	Each Member State of the European Economic Area which has implemented the EU Prospectus Regulation.
Relevant Persons	Persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Order or (ii) high net worth entities, and other persons to whom the Prospectus may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order.
Rental Agreement	Has the meaning ascribed to such term in section 8.10
Rule 144A	Rule 144A under the U.S. Securities Act of 1933, as amended.
SEK	Swedish Kroner, the lawful currency of Sweden.
SEK Bonds	Has the meaning ascribed to such term in section 8.7.3
Share(s)	Means the shares of the Company, each with a nominal value of NOK 1, or any one of them.
Share Lending Arrangement	Has the meaning ascribed to such term in section 15.4.5.
Subscription Form	The Subscription Form to be used to apply for Offer Shares in the Offering, attached to this Prospectus as Appendix E, for use in the Retail Offering.
Target Market Assessment	The product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID
UK	United Kingdom.
U.S. or United States	The United States of America.
U.S. Exchange Act	The U.S. Securities Exchange Act of 1934, as amended.
U.S. Securities Act	The U.S. Securities Act of 1933, as amended.
USD or U.S. Dollar	United States Dollars, the lawful currency of the United States.
VPS	Central Securities The Norwegian Depository (Nw.: Verdipapirsentralen).
VPS account	An account with VPS for the registration of holdings of securities.
VPS Registrar	DNB Bank ASA.

APPENDIX A

ARTICLES OF ASSOCIATION

Dette dokumentet er utarbeidet både på norsk og engelsk. Dersom det skulle vise seg å være uoverensstemmelser mellom de to versjonene, skal den norske versjonen ha forrang.

VEDTEKTER FOR BIOFISH HOLDING AS Org. nr. 916 944 748

(vedtatt på ekstraordinær generalforsamling 24. februar 2021)

§ 1 Selskapets foretaksnavn

Selskapets foretaksnavn er Biofish Holding AS.

§ 2 Forretningskontor

Selskapets forretningskontor er i Bergen kommune.

§ 3 Virksomhet

Selskapets virksomhet er å eie aksjer og andeler i andre selskaper, herunder selskaper innen fiskeri og havbruk, samt hva som hermed står i forbindelse. Selskapet kan kjøpe og selge aksjer og andeler og forvalte selskaper gjennom hel eller deleide datterselskaper.

§ 4 Aksjekapital

Selskapets aksjekapital er NOK 6.400.000 fordelt på 6.400.000 aksjer, hver pålydende NOK 1.

§ 5 Registering av aksjer i VPS

Selskapets aksjer skal være registrert i Verdipapirsentralen ASA.

& 6 Styre

Selskapets styre skal ha mellom 2 og 5 medlemmer.

§ 7 Signatur

Selskapets firma tegnes av styrets leder og ett styremedlem i fellesskap.

Styret kan tildele prokura.

This document has been prepared in both Norwegian and English. In case of any discrepancy between the two versions, the Norwegian version shall prevail.

ARTICLES OF ASSOCIATION FOR BIOFISH HOLDING AS Reg. no. 916 944 748

(adopted at the Extraordinary General Meeting 24 February 2021)

క్త 1 Company name

The name of the company is Biofish Holding AS.

ട്ട് 2 Registered office

The registered office of the company is Bergen municipality.

§ 3 Business purpose

The business of the company is to own shares and units in other companies, including companies within the fishery and aquaculture sector, and all other associated activities. The company may acquire and sell shares and units and manage other companies through wholly or partly owned subsidiaries.

§ 4 Share capital

The share capital is NOK 6,400,000, divided into 6,400,000 shares, each with a nominal value of NOK 1.

§ 5 Registration in VPS

The company's shares shall be registered with Verdipapirsentralen ASA.

§ 6 The Board of Directors

The Board of Directors shall consist of between 2 and 5 members.

§ 7 Signatory rights

The chairman and one board member jointly sign on behalf of the Company.

The Board of Directors may grant power of procuration.

§ 8 Erverv av aksjer

Erverv av aksjer er ikke betinget av samtykke fra styret, og aksjeeierne har ikke forkjøpsrett i henhold til aksjeloven.

§ 9 Ordinær generalforsamling

På ordinær generalforsamling i Selskapet skal følgende behandles og avgjøres:

• a) godkjenne årsregnskapet og årsberetningen, herunder beslutte utdeling av utbytte, og
• b) behandle og avgjøre andre saker som etter aksjeloven eller vedtektene hører under den ordinære generalforsamlingen.

Når dokumenter som gjelder saker som skal behandles på generalforsamlingen, er gjort tilgjengelige for aksjonærene på selskapets nettsider, gjelder ikke lovens krav om at dokumentene skal sendes til aksjonærene. Dette gjelder også dokumenter som etter lov skal inntas i eller vedlegges innkallingen til generalforsamlingen. En aksjonær kan likevel kreve å få tilsendt dokumenter som gjelder saker som skal behandles på generalforsamlingen.

Styret kan bestemme at aksjeeierne skal kunne avgi sin stemme skriftlig, herunder ved bruk av elektronisk kommunikasjon, i en periode før generalforsamlingen. Styret kan fastsette nærmere retningslinjer for slik forhåndsstemming. Det skal forfremgå av generalforsamlingsinnkallingen hvilke retningslinjer som er fastsatt.

§ 8 Acquisition of shares

The shares are not subject to board approval or right of first refusal in favor of the shareholders in accordance with the private limited liabilities companies act.

§ 9 Annual General Meeting

The following matters shall be discussed and decided at the ordinary general meeting:

• a) approval of the annual accounts and the directors' report, including distribution of dividend, and
• b) any other matters that, by law or pursuant to the Articles of Association, is to be discussed and decided at the ordinary general meeting.

When documents relating to matters which shall be considered in the General Meeting have been made available to the shareholders on the company's website, legislative requirements that documents must be sent to the shareholders in printed form shall not apply. This is applicable also to such documents which, according to legislation, must be included in or attached to the notice of the General Meeting. A shareholder may nevertheless request that documents relating to matters to be dealt with at the general meeting, is sent to him/her.

The Board of Directors may decide that the shareholders may cast their vote in writing, including electronically, during a period prior to the General Meeting. The Board of Directors may establish specific guidelines for such advance voting. It must be stated in the notice of the general meeting which guidelines have been set.

APPENDIX B

AUDITED ANNUAL FINANCIAL STATEMENTS FOR 2020 (UNOFFICIAL ENGLISH TRANSLATION)

Financial statements for 20201

Biofish Holding AS Biofish AS Probio AS

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Year- and consolidated financial statements for 2020

Balance

D

Parent				Group
31.12 2020	31.12 2019		note	31.12 2020	31.12 2019
		possessions
		Fixed assets
		Intangible assets
0	0	Deferred tax assets	10	0	0
0	0	Total intangible assets		0	0
		Tangible fixed assets
0	0	Land, buildings and other real estate	6,9	0	140,000
0	0	Operating release, inventory, tools, cont. mask. etc.	6	124,464,121	102,668,565
0	0	Total tangible fixed assets		124,464,121	102,808,565
		Financial fixed assets
1,911,329	30,000	Investments in subsidiaries	7	0	0
0	15,000	Investments in associated companies	7	0	15,000
69,139,887	60,883,173	Loan to Loan company and joint contr. effective.	12	0	0
0	2,000,000	Other long-term receivables	8	0	2,000,000
71,051,215	62,928,173	Total financial assets		0	2,015,000
71,051,215	62,928,173	Total fixed assets		124,464,121	104,823,565
		Current assets
0	0	goods	3	8,945,000	11,349,000
		Receivables
0	0	Accounts receivable	1	3,298,675	1,442,000
72,129	0	Other receivables		4,841,750	6,080,398
72,129	0	Total receivables		8,140,425	7,522,398
62,905		109,722 Bank deposits, cash and the like	4	477,389	6,160,453
135,034	109,722	Total current assets		17,562,814	25,031,851
	71 186 249 63 037 895 Total assets			142 026 935	129 855 416

Year- and consolidated financial statements for 2020

Balance

Parent				Group
31.12	31.12		note	31.12	31.12
2020	2019			2020	2019
		Equity and liabilities equity
		Invested equity
6,400,000	6,400,000	share capital	11	6,400,000	6,400,000
0	0	Other invested equity	11
2,440,000	2,440,000	Unregistered capital		2,440,000	2,440,000
8,840,000	8,840,000	Total invested equity		8,840,000	8,840,000
		Retained Earnings	11
1,868,421	520,060	Other equity		12,126,325	5,312,351
1,868,421	520,060	Total Retained Earnings		12,126,325	5,312,351
10,708,421	9,360,060	Total equity		20,966,325	14,152,351
		debt
		Provision for liabilities
0	0	Deferred tax	10	3,393,269	1,295,394
0	0	Total accrual for liabilities		3,393,269	1,295,394
50,113,832	48,113,832	Bond	9	50,113,832	48,113,832
50,113,832	48,113,832	Total other long-term liabilities		50,113,832	48,113,832
		Current liabilities
0	0	Debt to credit institutions		3,002,730	2,482,215
432,289	0	Accounts payable	12	43,239,148	40,819,972
0	141,863	Tax payable	10	0	141,863
0	0	Public taxes due		2,230,641	832,137
2,373,499	0	Liabilities to group companies	12	0	0
7,558,208	5,422,140	Other current liabilities		19,080,990	22,017,652
10,363,996	5,564,003	Total current liabilities		67,553,509	66,293,839
60,477,828	53,677,835	Total liabilities		121 060 610	115,703,065
71 186 249	63 037 895	Total equity and liabilities		142 026 935	129 855 416

Bergen, 17. February 2021 On the Board of Directors of Biofish Holding AS

Morten Harsvik Chairman

Torbjørn Skulstad Board member/general manager

Note 1 Accounting principles

The annual and consolidated financial statements consist of the income statement, balance sheet and note information and have been prepared in accordance with the Norwegian Limited Liability Companies Act, the Accounting Act and good accounting practice in Norway effective as of 31 December. The annual and consolidated financial statements are based on the basic principles and the classification of assets and liabilities in pursuing the Accounting Act. When applying accounting principles and presenting transactions and other matters, emphasis is placed on economic realities, not just legal form. Contingent losses that are probable and quantifiable are expensed

Consolidated Financial Statements

Consolidated financial statements have been prepared for Biofish Holding and its subsidiaries Biofish AS (100%) and Probio AS. All significant transactions and intermediary between the companies in the Group have been eliminated.

Sales revenue

Revenue recognition on the sale of goods occurs at the time of delivery. Services are monetised as they are delivered.

Classification and assessment of balance sheet items

Current assets and current liabilities include items that to the commodity cycle. For items other than trade receivables, items that are due for payment within one year of the transaction day are included. Fixed assets destined for permanent ownership and use. Long-term debt is debt that is due later than one year after the transaction date.

Current assets are valued at the lowes of acquisition cost and fair value. Current liabilities are recognised in the balance sheet at the nominal amount at the time of establishment.

Fixed assets are valued at acquisition cost. Fixed assets are depreciated acording to a reasonable depreciation plan. Fixed assets are written down to fair value in the event of a fall in value that is not expected to be temporary. Longterm debt with the exception of other provisions is recognised in the balance sheet at the time of establishment.

Receivables

Trade receivables and other receivables are listed in the balance sheet at nominal value after deduction of provisions for expected losses. Provisions for losses are made on the basis of individual assessments of the individual receivables. In addition, for other trade receivables, an unspecified provision is made to cover the assumed loss.

Inventories

Inventory of purchased goods is valued at the lowest of acquisition cost according to the FIFO principle and fair value. Selfmanufactured finished goods and items under manufacturing are valued at variable manufacturing costs. Write-downs are made for predictable inconsebody.

Permanent operatingmites

Tangible fixed assets are recognised in the balance sheet and depreciated over the life of the assets if they have an estimated lifetime of more than 3 years and have a cost price exceeding NOK 15,000. Direct maintenance of fixed assets is expensed continuously under operating costs, while costs or improvements are added to the operating assets cost price and depreciated in line with the fixed asset.

Otherwise, the following accounting principles have been applied:

The FIFO method of assigning acquisition costs for interchangeable financial assets, the lowest value principle for marketbased financial current assets, insured pension liabilities are not recognised in the balance sheet - the cost is equal to the premium, pension obligations related to the AFP scheme are not entered into the balance sheet, long-term manufacturing contracts are recognised in the contract method, monetary items in foreign currency are valued at the end of the financial year and the cost method is used for investments in subsidiates. Own expenditures on research and development and for the development of rights are expensed.

Dividends are recognised in income in the same year as deposited in subsidiaries/affiliates, if it is likely that the amount will be received. In the event of dividends exceeding the share of retained profit after the purchase, the excess part represents the repayment of invested capital, and is deducted from the value of the investment in the balance sheet.

tax

The tax expense in the income statement includes both the period and the change in deferred tax. Deferred tax is calculated at 22% on the temporary differences that exist between accounting and tax values, as well as the tax deficit to be presented at the financial year. Tax-increasing and tax-reducing temporary differences that reverse or can reverse in the same period have been settled and the tax effect is calculated on the net basis.

The company has not changed its accounting principle from 2019 to 2020.

Financial statements for 2020

Note 2 Segment Information			01.01 .- 31.12.2020
Areas		Sale of smolt	Total
Sales revenue		30,923,355	30,923,355
Note 3 Inventory
goods	31.12.2020	Group 31.12.2019	alteration
Merchandise/Commodities	8,945,000	11,349,000	-2,404,000

Note 4 Bank deposits

Of the Group's total bank deposits, NOK 359 707 is tied to tax deductions due. The parent company has no employees.

Note 5 Labour costs / Number of employees / Remuneration / Loans to employees / Pensions etc.

	Parent 01,01 -31.12		Group
Labour costs etc.			01.01 -31.12
	2020	2019	2020	2019
Salaries	0	()	4,684,071	4,497,127
Employer's National Insurance contributions	0	○	416,097	541.667
Pension costs	0	O	156,270	140.460
Other benefits	0	0	-959,353	-3,280,479
Payroll costs	0	0	4,297,085	1,898,774

9

General Manager

862,960

0

Average number of man-years

The post "other benefits" includes activated payroll costs of \$100,000 for 2020

Maternal allowances (in NOK)

There are no employees in the parent company. Total executive pay in the Group Other executive remuneration collected for the Group

auditor

The audit fee for the parent company in 2020 amounts to NOK 15 000. In addition, other assistance with NOK 0 excl. VAT. The audit fee for the Group in 2020 amounts to NOK 64 000. In addition, other assistance comes with NOK 19 000 excl. VAT.

Composition of total pensions and pension obligations

The Group falls under the Act relating to Compulsory Occupational Pension (OTP) and has a defined contribution scheme that covers the requirements of the Act. For 2020, pension insurance for OTP has been expensed with NOK 156 270.

Year- and consolidated financial statements for 2020

Note 6 Fixed assets - Parent

				31.12.2020 31.12.2019
	site	Buildings	equipment	Sum	sum
Acquisition cost 01.01	0	0	0	0	0
Access purchased fixed assets	0	0	0	0	0
departure	0	0	0	0	0
Acquisition cost 31.12	0	0	0	0	0
Depreciation 01.01	0	0	0	0	0
Accumulated depreciation 31.12	0	0	0	0
Book value per. 31/12	0	0	0	0
Depreciation of the year	0	0	0	0
Economic lifetime	eternal
Depreciation plan	nobody	linear	linear

Tangible fixed assets - Business Units

				31.02.2020	31.12.2019
	site	Buildings	Machines,	Sum	sum
	and art		equipment
			w.m.
Acquisition cost 01.01		550,000	104,658,566	105 208 567	70,637,392
Access purchased fixed assets	0	0	21,528,043	21,528,043	34,021,174
departure	0	0	0	0	0
Acquisition cost 31.12	0	550,000	126 186 609		126,736,610 104,658,566
Depreciation 01.01	0	410,000	1,440,000	1,850,000	1,250,000
Accumulated Scrap of assets sold	0	0	0	0	0
Accumulated depreciation 31.12	0	550,000	1,722,490	2,272,490	1,850,000
Book value per. 31/12	0	0	124,464,119		124,464,121 102,808,565
Depreciation of the year	0	140,000	282,490	422,490	600,000
Economic lifetime	eternal
Depreciation plan	nobody	linear	linear

A licence for the production of smolt and fry has been booked at NOK 0 in the annual accounts. The real value is considered to be significantly higher.

The post "operating waste, inventory, etc. " includes Capex RAS - development of smolt plant with NOK 122 374 915. This part of the plant has not been depreciated in 2020.

Year- and consolidated financial statements for 2020

Note 7 Subsidiary and joint controlled business - Parent

Company	Biofish AS	Probio AS
Business Office	Bergen	Bergen
Stake	100%	100%
Share of voting capital	100%	100%
Equity at 31.12.2020	12,833,546	21,231
Net income (loss) for the year 2020	5,474,383	-966
The investments have been posted at cost price.
Ownership in Probio AS was increased from 50% to 100% in 2020.
Note 8 Receivables
Carrying amount of receivables due later than one year for the Group:
		31.12.2020 31.12.2019
Loans to employees		0 0
Total		0 0

Note 9 Long-term debt

The parent company has a bond loan of NOK 50,113,832. Assets and inventories in Biofish AS are set as collateral for the bond loan.

Book value of the collateral as at 31.12. is NOK 131 407 915

Financial statements for 2020

Note 10 Tax		Parent 01.01 -		Group 01.01 -
	31.12 2020	2019	31.12 2020	2019
The tax payable appears as follows: Ordinary profit before tax	1,728,668	644,831	8,769,987	2,934,003
Permanent differences Tax-free portion of corporate contributions Gross received dividend	0 0 0	0 0 0	120,973 0 0	-432,831 0 0
Share of dividend not tax-free (3%) Feasible deficit	0 0	0 0	0 -1,234,056	0 0
Change temporary differences	0	0	-7,656,904	-5,856,695
Base payable tax	1,728,667	644,831	0	-3,355,523
Tax 22%	380,307	141,863	0	0
This year's tax expense is as follows:
Tax payable on profit for the year	380,307	141,863		0
Gross change deferred tax	0	0	1,956,012	494,165
Settlement payable tax in previous years	0	0	0	0
Total tax expense of the year	380,307	141,863	1,956,012	494,165
	2020	2019	2020	2019
Tax payable on the balance sheet is as follows: Tax payable on profit for the year excluding contributions/dividends	380,307	141,863	0	0
Tax payable on group contributions	-380,307	0	0	141,863
Tax payable on dividends	0	0	0	0
Total tax payable	0	141,863	0	141,863
Specification of deferred tax base:		*)		*)
Fixed assets	0	0	20,425,082	11,426,777
Current assets	0	0	2,630,750	3,972,150
Taxable deficit	0	0	-7,631,888	-8,865,944
Sum	0	0	15,423,944	6,532,983
Deferred tax assets / Deferred tax	0	0	3,393,269	1,437,256

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Financial statements for 2020

Note 12 Intermediary in parent with company in the same group, etc.

	Customers 2020	Receivables 2020	Korts Debt 2020	provider 2020
Enterprises in the same group	0	69,139,887	2,373,499	0
sum	0	69,139,887	2,373,499	0

Financial statements for 2020

Cash flow statement

Parent		Group
31.12 2019		01.01 - 2020	31.12 2019
	Cash flows from operating activities
644,832	Profit before tax cost	8,770,625	2,934,003
			-3,105
			0
			600,000 10,245,895
			14,236,501
-8,359,615	Net cash flow from operating activities	13,324,467	28,013,294
	Cash flows from investment activities
0	Payments on purchases of fixed assets	-21,528,043	-36,283,564
0	Payments on purchases of shares/shares in other	0	0
0	Net cash flow from investment activities	-21,528,043	-36,283,564
3,256,249	Cash flows from financing activities Recording of new debt (shorts. and lengths.)	2,520,515	4,482,215
		2 520 515	4 482 215
-5,103,366	Net change in cash and cash equivalents	-5,683,061	-3,788,055
5,213,089	Cash and cash equivalents 01.01	6,160,453	9,948,511
		477 389	6 160 453
	-3,105 0 0 32 000 -9,033,342	Tax paid by the period Loss/gain on sale of fixed assets Ordinary depreciation Change in item, customer challenge. and accounts payable Change in other time delimitation entries enterprises 3 256 249 Net cash flow from financing activities 109 722 Cash and cash equivalents 31.12	-141,863 0 422,490 2,966,502 1,306,713

To the general meeting of Biofish Holding AS

INDEPENDENT AUDITOR'S REPORT FOR 2020

Statement on the revision of the annual accounts

conclusion

We have revised the annual accounts for Biofish Holding AS showing a profit of NOK 1 348 361 for the company accounts and a profit of NOK 6 814 613 for the consolidated financial statements and in our opinion:

• · the annual accounts have been submitted in accordance with the law and regulations
• · the company's financial statements provide a fair picture of the financial position of Biofish Holding AS as of 31 December 2020, and of the company's results and cash flows for the financial year ended as of this date in accordance with the rules of the Accounting Act and good accounting practice in Norway.
• · the consolidated financial statements give a correct picture of the financial position of the Group Biofish Holding AS as of 31 December 2020, and of the Group's results and cash flows for the closed financial year in accordance with the rules and good accounting practice of the Accounting Act in Norway.

The financial statements consist of:

• · the company's financial statements, which consist of the balance sheet as of December 31, 2020 and the income statement for the fiscal year ended as of this date, cash flow statements and notes, including a summary of important accounting principles and
• consolidated financial statements, which consist of the balance sheet as of 31 December 2020 and the income statement for the financial year ended as of this date, cash flow statements and notes, including a summary of important accounting principles.

Basis for the conclusion

We have carried out the audit in accordance with the law, regulations and good auditing Norway, including the International Audit Standards (ISAs). Our duties and duties in accordance with these standards are described in the auditor's duties and obligations when auditing the accounts. We are independent of the company as required by law and regulation, and have complied with our other ethical obligations in accordance with these requirements. In our opinion, the audit evidence obtained is sufficient and appropriate as a basis for our conclusion.

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APPENDIX C

AUDITED ANNUAL FINANCIAL STATEMENTS FOR 2019 (UNOFFICIAL ENGLISH TRANSLATION)

Financial statements for 20191

Biofish Holding AS Biofish AS Probio AS

¹ Un-official translation of the Group's original Norwegian financial statements. In case of discrepancies between the original Norwegian version and this English translated version, the Norwegian version shall prevail

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Year- and consolidated financial

Parent				Group
31.12	31.12		note	31.12	31.12
2019	2018			2019	2018
		possessions
		Fixed assets
		Intangible assets
0	0	Deferred tax assets	10	0 1	0
0	0	Total intangible assets		0	0
		Tangible fixed assets
0	0	Land, buildings and other real estate	6,9	140,000	260,000
0	0	Operating release, inventory, tools, cont. mask.	6	102,668,565	69,127,392
0	0	etc. Total tangible fixed assets		102,808,565	69,387,392
		Financial fixed assets
30,000	30,000	Investments in subsidiaries	7	0	0
15,000	15,000	Investments in associated companies	7	15,000	15,000
60,883,173	51,902,007	Loan to Loan company and joint contr. effective.		0	0
2,000,000	2,000,000	Other long-term receivables	8	2,000,000	2,000,000
62,928,172	53,947,007	Total financial assets		2,015,000	2,015,000
62,928,172	53,947,007	Total fixed assets		104,823,565	71,402,392
		Current assets
0	0	goods	3	11,349,000	7,500,001
		Receivables
0 0	32,000 0	Accounts receivable Receivables from group companies	1 12	1,442,000 0	939,292 0
0	0	Other receivables	1	6,080,398	7,312,228
0	32,000	Total receivables		7,522,398	8,251,520
109,722	5,213,089	Bank deposits, cash and the like	4	6,160,453	9,948,511
109,722		5,245,089 Total current assets		25,031,851	25,700,032
63 037 894		59 192 096 Total assets		129 855 416	97 102 424

Year- and consolidated financial

balance

Parent				Group
31.12 2019	31.12 2018		note	31.12 2019	31.12 2018
		Equity and liabilities equity
6,400,000 0	6,400,000 0	Invested equity share capital Other invested equity	11 11	6,400,000	6,400,000
2,440,000	2,440,000	Unregistered capital		2,440,000	2,440,000
8,840,000	8,840,000	Total invested equity		8,840,000	8,840,000
0	0	Retained Earnings Fund for assessment differences	11	0	0
520,060	17,091	Other equity	11	5,312,351	3,079,963
520,060	17,091	Total Retained Earnings		5,312,351	3,079,963
9,360,060	8,857,091	Total equity		14,152,351	11,919,963
		debt
		Provision for liabilities
0	0	Deferred tax	10	1,295,394	736,281
0	0	Other provisions for liabilities		0	0
0	0	Total accrual for liabilities		1,295,394	736,281
48,113,832	46,113,832	Bond	9	48,113,832	46,113,832
48,113,832	46,113,832	Total other long-term liabilities		48,113,832	46,113,832
		Current liabilities
0	0	Debt to credit institutions		2,482,215	0
0	0	Accounts payable	12	40,819,972	26,222,371
141,863	3,105	Tax payable	10	141,863	3,105
0	52,177	Public taxes due		832,137	3,272,307
5,422,140	4,165,891	Other current liabilities		22,017,652	8,834,565
5,564,003	4,221,173	Total current liabilities		66,293,839	38,332,348
53,677,835	50,335,005	Total liabilities		115,703,065	85,182,461
63 037 894	રેતે 192 096	Total equity and liabilities		129 855 416	102 424 97

Bergen, 21. February 2021 On the Board of Directors of Biofish Holding AS

Morten Harsvik Chairman

Torbjørn Skulstad Board member/general manager

Year- and consolidated financial

Cash flow statement

Parent		Group
			2018
			-821,328
-2,117	Tax paid by the period	-3,105	-144,986
0	Loss/gain on sale of fixed assets	0	0
0	Ordinary depreciation	600,000	600,000
-160,000	Change in item, customer challenge. and accounts payable	10,245,895	21,106,123
			-2,086,091
			18,653,718
0	Net cash flow from investment activities	-34 021 174	-58,341,331
47,266,332	Recording of new debt (shorts. and lengths.)	4,482,215	46,113,832
3 256 249			4 482 215 46 113 832
	Net change in cash and cash equivalents	-3,788,055	6,426,219
2,501,549	Cash and cash equivalents 01.01	9,948,511	3,522,295
			9 948 511
	01.01 - 31.12 2018 13 493 -44,406,168 -8,359,615 -44,554,792 0	Cash flows from operating activities Profit before tax cost Change in other time delimitation entries Net cash flow from operating activities Cash flows from investment activities Payments on purchases of fixed assets Cash flows from financing activities 47 266 332 Net cash flow from financing activities 2,711,540 5 213 089 Cash and cash equivalents 31.12	01.01 - 31.12 2019 2,934,003 11,974,111 25,750,904 -34 021 174 -58,341,331 6 160 453

Note 1 Accounting principles

The annual and consolidated financial statements consist of the income statement, balance sheet and note information and have been prepared in accordance with the Norwegian Limited Liability Companies Act, the Accounting Act and good accounting practice in Norway effective as of 31 December. The annual and consolidated financial statements are based on the basic principles and the classification of assets and liabilities in pursuing the Accounting Act. When applying accounting principles and presenting transactions and other matters, emphasis is placed on economic realities, not just legal form. Contingent losses that are probable and quantifiable are expensed

Consolidated Financial Statements

Consolidated financial statements have been prepared for Biofish Holding and its subsidiaries Biofish AS (100%) and Probio AS. All significant transactions and intermediary between the companies in the Group have been eliminated.

Sales revenue

Revenue recognition on the sale of goods occurs at the time of delivery. Services are monetised as they are delivered.

Classification and assessment of balance sheet items

Current assets and current liabilities include items that to the commodity cycle. For items other than trade receivables, items that are due for payment within one year of the transaction day are included. Fixed assets are assets destined for permanent ownership and use. Long-term debt is debt that is due later than one year after the transaction date.

Current assets are valued at the lowest of acquisition cost and fair value. Current liabilities are recognised in the balance sheet at the nominal amount at the time of establishment.

Fixed assets are valued at acquisition cost. Fixed assets are depreciated according to a reasonable depreciation plan. Fixed assets are written down to fair value in the event of a fall in value that is not expected to be temporary. Long-term debt with the exception of other provisions is recognised in the balance sheet at the nominal amount at the time of establishment.

Receivables

Trade receivables and other receivables are listed in the balance sheet at nominal value after deduction of provisions for expected losses. Provisions for losses are made on the basis of individual receivables. In addition, for other trade receivables, an unspecified provision is made to cover the assumed loss.

Inventories

Inventory of purchased goods is valued at the lowest of acquisition cost according to the FIFO principle and fair value. Selfmanufactured finished goods and items under manufacturing are valued at variable manufacturing costs. Write-downs are made for predictable inconsebody.

Tangible fixed assets

Tangible fixed assets are recognised in the balance sheet and depreciated over the life of the assets if they have an estimated lifetime of more than 3 years and have a cost price exceeding NOK 15,000. Direct maintenance of fixed assets is expensed continuously under operating costs, while costs or improvements are added to the operating asset's cost price and depreciated in line with the fixed asset.

Otherwise, the following accounting principles have been applied:

The FIFO method of assigning acquisition costs for interchangeable financial assets, the lowest value principle for marketbased financial current assets, insured pension liabilities are not recognised in the balance sheet - the cost is equal to the premium, pension obligations related to the AFP scheme are not entered into the balance sheet, long-term manufacturing contracts are recognised in the contract method, monetary items in foreign currency are valued at the end of the financial year and the cost method is used for investments in subsidiaries affiliates. Own expenditures on research and development and for the development of rights are expensed.

Dividends are recognised in income in the same year as deposited in subsidiaries/affiliates, if it is likely that the amount will be received. In the event of dividends exceeding the share of retained profit after the purchase, the excess part represents the repayment of invested capital, and is deducted from the value of the investment in the balance sheet.

tax

The tax expense in the income statement includes both the tax payable for the period and the change in deferred tax. Deferred tax is calculated at 22% on the basis of the temporary differences that exist between accounting and tax values, as well as the tax deficit to be presented at the financial year. Tax-increasing and tax-reducing temporary differences that reverse or can reverse in the same period have been settled and the tax effect is calculated on the net basis.

The company has not changed its accounting principle from 2018 to 2019.

Cash flow inventory

Cash flow statement is set up by indirect method. Cash and cash equivalents include cash and cash

Financial statements for 2019

Note 2 Segment Information			01.01.-31.12.2019
Areas		Sale of smolt	Total
Sales revenue		17,521,223	17,521,223
Note 3 Inventory		Group
goods	31.12.2019	31.12.2018	alteration
Smolt/raw materials	11,349,000	7,500,001	3,848,999

Note 4 Bank deposits

Of the Group's total bank deposits, NOK 170 900 is tied to tax deductions due. The parent company has no employees.

Note 5 Labour costs / Number of employees / Remuneration / Loans to employees / Pensions etc.

	Parent		Group
Labour costs etc.	01.01 -31.12		01.01 -31.12
	2019	2018	2019	2018
Salaries	0	0	4.497,127	4,145,824
Employer's National Insurance contributions	0	0	541,667	493.674
Pension costs	0	O	140,460	240.078
Other benefits	0	O	-3,280,479	44.010
Payroll costs	0	()	1,898,774	4,923,583

Average number of man-years

The post "other benefits" includes activated payroll costs of NOK 3 300 000 for 2019

Maternal allowances (in NOK)

There are no employees in the parent. Total executive pay in the Group Other executive remuneration collected for the Group

auditor

The audit fee for the parent company in 2019 amounts to NOK 261 125 excl. VAT. The audit fee for the Group in 2019 is NOK 28 825. In addition, other assistance comes with NOK 5 000 excl. VAT.

Composition of total pensions and pension obligations

The Group falls under the Act relating to Compulsory Occupational Pension (OTP) and has a defined contribution scheme that covers the requirements of the Act. For 2019, pension insurance for OTP has been expensed with NOK 140 460.

General Manager 834,880 0

9

Year- and consolidated financial statements for 2019

Note 6 Fixed assets - Parent

					31.12.2019 31.12.2018
	site	Buildings	equipment	Sum	sum
Acquisition cost 01.01	0	0	0	0	0
Access purchased fixed assets	0	0	0	0	0
departure	0	0	0	0	0
Acquisition cost 31.12	0	0	0	0	0
Depreciation 01.01	0	0	0	0	0
Accumulated depreciation 31.12	0	0	0	0
Book value per. 31/12	0	0	0	0	0
Depreciation of the year	0	0	0	0
Economic lifetime	eternal
Depreciation plan	nobody	linear	linear

Tangible fixed assets - Business Units

				31.12.2019	31.12.2018
	site	Buildings	Machines,	Sum	sum
	and art		equipment
			etc.
Acquisition cost 01.01	0	550,000	70,087,392	70,637,392	12,296,061
Access purchased fixed assets	0	0	34,021,174	34,021,174	58,341,331
departure	0	0	0	0	0
Acquisition cost 31.12	0	550,000	104 108 566	104,658,566	70,637,392
Depreciation 01.01	0	270,000	980,000	1,250,000	30,194,352
Accumulated Scrap of assets sold	0	0	0	0	0
Accumulated depreciation 31.12	0	410,000	1,440,000	1,850,000	1,250,000
Book value per. 31/12	0	140,000	102,668,566	102,808,565	69,387,392
Depreciation of the year	0	140,000	460,000	600,000	600,000
Economic lifetime	eternal
Depreciation plan	none	linear	linear

A licence for the production of smolt and fry has been booked at NOK 0 in the annual accounts. The real value is considered to be significantly higher.

The record "operating waste, inventory, etc. " includes Capex RAS - development of smolt plant with NOK 102 983 619. This part of the plant has not been depreciated in 2019.

Year- and consolidated financial statements for 2019

Note 7 Subsidiary and joint controlled business - Parent

company	Biofish AS	Probio AS
Business Office	Bergen	Bergen
Stake	100%	50%
Share of voting capital	100%	50%
Equity at 31.12	6,513,772	22,197
Net income (loss) for the year 2019	2,414,964	-28,214
The investments have been posted at cost price.

Note 8 Receivables

Note 8 Receivables

Carrying amount of receivables due later than one year for the Group:

	31.12.2019	31.12.2018
Loans to employees
Total
WY

Note 9 Long-term debt

The parent company has a bond loan of NOK 48,113,832. Assets and inventories in Biofish AS are set as collateral for the bond loan.

The book value of the collateral as at 31.12. is NOK 114 017 566.

Financial statements for 2019

Note 10 Tax		Parent	Group
	01.01 - 31.12		01.01 - 31.12
	2019	2018	2019	2018
The tax payable appears as follows:
Ordinary profit before tax Permanent differences	644,831 0	13,493 0	2,934,003 -432,831	-821,328 0
Tax-free portion of corporate contributions	0	0	0	0
Gross received dividend	0	0	0	0
Share of dividend not tax-free (3%)	0	0	0	0
Change temporary differences	0	0	-3,186,252	-1,426,933
Base payable tax	644,831	13,493	-685,080	13,493
Tax 22%	141,863	3,105	0	3,105
This year's tax expense is as follows:
Tax payable on profit for the year	141,863	3,105	0	3,105
Gross change deferred tax	0	0	700,975	294,727
Settlement payable tax in previous years	0	0	0	0
Total tax expense of the year	141,863	3,105	700,975	297,832
	2019	2018	2019	2018
Tax payable on the balance sheet is as follows:
Tax payable on profit for the year excluding contributions/dividends	141,863	3,105	141,863	3,105
Tax payable on group contributions	0	0	0	0
Tax payable on dividends	0	0	0	0
Total tax payable	141,863	3,105	141,863	3,105
Specification of deferred tax base: Fixed assets	0	0	11,426,777	3,858,832
Current assets	0	0	3,972,150	5,683,401
Taxable deficit	0	0	-8,865,944	-6.195.501
Other differences	0	0	0	0
sum	0	0	6,532,983	3,346,732
Deferred tax assets / Deferred tax	0	0	1,437,256	736,281

-

*) Tax payable was settled on group contributions after the accounts were prepared for 2019.

Year- and consolidated financial statements for 2019

Note 11 Equity and shareholder information for parent

		Not registered	other
	share capital	captial	equity	SUITIT
Equity 01.01	6,400,000	2,440,000	17,092	8,857,092
Net income			502.969	502,969
Accrued dividend
Equity 31.12.	6,400,000	2,440,000	520,061	9,360,060

Share Capital:

The share capital of Biofish Holding AS consists of 6 400 000 shares, all with a nominal nominal share of NOK 1.

Ownership structure:

The shareholders of Biofish Holding AS as of 31.12.2019

ordinary shares	Stake	Voting share
3.840.000	60.0%	60.0%
2,560,000	40.0%	40.0%
	100%	100%
		6,400,000

Equity group

		Not registered	other
	Share Capital	Captial	equity	summ
Equity 01.01	6,400,000	2,440,000	3,079,963	11,919,963
Net income			2,233,028	2,233,028
Accrued dividend
Equity 31.12.	6,400,000	2,440,000	5,312,352	14,152,351

Year- and consolidated financial statements for 2019

Note 12 Intermediary in parent with company in the same group, etc.

Customers 2019	Receivables 2019	Korts Debt 2019	provider 2019
0	60,883,173	()
	60,883,173

To the general meeting of Biofish Holding AS

INDEPENDENT AUDITOR'S REPORT FOR 2019

Statement on the revision of the annual accounts

conclusion

We have revised the annual accounts for Biofish Holding AS showing a profit of NOK 502,969 for the company accounts and a profit of NOK 2,233,028 for the consolidated financial statements and in our opinion:

• · the annual accounts have been submitted in accordance with the law and regulations
• · the company's financial statements provide a correct picture of the financial position of Biofish Holding AS as of 31 December 2019, and of the company's results and cash flows for the financial year ended as of this date in accordance with the rules of the Accounting Act and good accounting practice in Norway.
• · the consolidated financial statements provide a fair picture of the financial position of the Group Biofish Holding AS as of 31 December 2019, and of the Group's results cash flows for the closed financial year in accordance with the rules and good accounting practice of the Accounting Act in Norway.

The financial statements consist of:

• · the company's financial statements, which consist of the balance sheet as of 31 December 2019 and the income statement for the financial year ended as of this date, cash flow statements and notes, including a summary of important accounting principles and
• consolidated financial statements, which consist of balance sheets as of December 31, 2019 and income statement for the fiscal year ended as of this date, cash flow statements and notes, including a summary of important accounting principles.

Basis for the conclusion

We have carried out the audit in accordance with the law, regulations and good auditing Norway, including the International Audit Standards (ISAs). Our duties and duties in accordance with these standards are described in the auditor's duties and obligations when auditing the accounts. We are independent of the company as required by law and regulation, and have complied with our other ethical obligations in accordance with these requirements. In our opinion, the audit evidence obtained is sufficient and appropriate as a basis for our conclusion.

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APPENDIX D

AUDITED ANNUAL FINANCIAL STATEMENTS FOR 2018 (UNOFFICIAL ENGLISH TRANSLATION)

Financial statements for 20181

Biofish Holding AS Biofish AS Probio AS

¹ Un-official translation of the Group's original Norwegian financial statements. In case of discrepancies between the original Norwegian version and this English translated version, the Norwegian version shall prevail

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Year- and consolidated financial statements for

2018

Parent			Group
31.12		note	31.12	31.12
2017			2018	2017
	possessions
	Fixed assets
	Intangible assets
				0
0	Total intangible assets		0	0
	Tangible fixed assets
0	Land, buildings and other real estate	6,9		380,000
0	etc.			9,003,670
0	Total tangible fixed assets		69,387,392	9,383,670
	Financial fixed assets
30,000	Investments in subsidiaries	7	0	0
15,000	Investments in associated companies	7	15,000	15,000
7,443,662	Loan to Loan company and joint contr.		0	0
2,000,000	Other long-term receivables	8	2,000,000	2,000,000
9,488,662	Total financial assets		2,015,000	2,015,000
9,488,662	Total fixed assets		71,402,392	11,398,670
	Current assets
0	goods	3	7,500,001	1,816,600
				3,770,217
0		12	0	0
0	Other receivables	1	7,312,228	962,053
			8,251,520	4,732,270
		4	9,948,511	3,522,295
2,533,549	Total current assets		25,700,032	10,071,165
				21 469 835
	0	Deferred tax assets Operating release, inventory, tools, cont. mask. effective. Receivables 32,000 Accounts receivable Receivables from group companies 32,000 Total receivables 2,501,549 Bank deposits, cash and the like 12 022 211 Total assets	10 6 l	0 260,000 69,127,392 939,292 97 102 424

Year- and consolidated financial statements for

2018

Г

Parent				Group
31.12 2018	31.12		note	31.12	31.12
	2017			2018	2017
		Equity and liabilities equity
		Invested equity
6,400,000	40,000	share capital	11	6,400,000	40,000
0	0	Other invested equity	11
2,440,000	8,800,000	Unregistered capital		2,440,000	8,800,000
8,840,000	8,840,000	Total invested equity		8,840,000	8,840,000
0	0	Retained Earnings Fund for assessment differences	11	0	0
17,091	6,704	Other equity	11	3,079,963	1,937,370
17,091	6,704	Total Retained Earnings		3,079,963	1,937,370
8,857,091	8,846,704	Total equity		11,919,963	10,777,370
		debt
		Provision for liabilities
0	0	Deferred tax	10	736,281	441,554
0	0	Total accrual for liabilities		736,281	441,554
46,113,832	0	Bond	9	46,113,832	0
46,113,832	0	Total other long-term liabilities		46,113,832	0
		Current liabilities
0	160,000	Accounts payable	12	26,222,371	2,263,773
3,105	2,117	Tax payable	10	3,105	144,986
52,177	0	Public taxes due		3,272,307	398,230
4,165,890	3,013,390	Other current liabilities		8,834,565	7,443,923
4,221,172	3,175,507	Total current liabilities		38,332,348	10,250,912
50,335,004	3,175,507	Total liabilities		85,182,461	10,692,466
59 192 005	12 022 211	Total equity and liabilities		97 102 424	21 469 835

Bergen, 21. February 2021 On the Board of Directors of Biofish Holding AS

Morten Harsvik Chairman

2

Torbjørn Skulstad Board member/general manager ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Year- and consolidated financial statements for 2018

Cash flow statement

Parent		Group
01.01 - 31.12 2018		01.01 - 31.12 2018
13,493 -2,117 0	Cash flows from operating activities Profit before tax cost Tax paid by the period Loss/gain on sale of fixed assets	1,441,063 -144,986 0
0 -160,000 -43,253,668	Ordinary depreciation Change in item, customer challenge. and accounts payable Change in other time delimitation entries	600,000 21,106,123 -4,348,482
	-43,402,292 Net cash flow from operating activities	18,653,718
0	Cash flows from investment activities Payments on purchases of fixed assets 0 Payments on sale of shares/shares in other enterprises	-58,341,331 0
	0 Net cash flow from investment activities	-58,341,331
0 46,113,832 0 0	Cash flows from financing activities Payments on repayment of current liabilities Recording of new debt (shorts. and lengths.) Dividend payouts In/out of group contributions	0 46,113,832 0
46,113,832	Net cash flow from financing activities	46,113,832
	2,711,540 Net change in cash and cash equivalents	6,426,219
2,501,549	Cash and cash equivalents 01.01	3,522,295
5,213,089	Cash and cash equivalents 31.12	9,948,511

Financial statements for 2018

Note 1 Accounting principles

Cash flow inventory

Cash sprinkles The annual and consolidated financial statements consist of the income statement, balance sheet and note information and have been prepared in accordance with the Norwegian Limited Liability Companies Act, the Accounting Act and good accounting practice in Norway effective as of 31 December. The annual and consolidated financial statements are based on the basic principles and the classification of assets and liabilities in pursuing the definitions of the Accounting Act. When applying accounting principles and presenting transactions and other matters, emphasis is placed on economic realities, not just legal form. Contingent losses that are probable and quantifiable are expensed

Consolidated Financial Statements

Consolidated financial statements have been prepared for Biofish Holding and its subsidiaries Biofish AS (100%) and Probio AS. All significant transactions and intermediary between the companies in the Group have been eliminated.

Sales revenue

Revenue recognition on the sale of goods occurs at the time of delivery. Services are monetised as they are delivered.

Classification and assessment of balance sheet items

Current assets and current liabilities include items that to the commodity cycle. For items other than trade receivables, items that are due for payment within one year of the transaction day are included. Fixed assets destined for permanent ownership and use. Long-term debt is debt that is due later than one year after the transaction date.

Current assets are valued at the lowest of acquisition cost and fair value. Current liabilities are recognised in the balance sheet at the nominal amount at the time of establishment.

Fixed assets are valued at acquisition cost. Fixed assets are depreciated according to a reasonable depreciation plan. Fixed assets are written down to fair value in the event of a fall in value that is not expected to be temporary. Long-term debt with the exception of other provisions is recognised in the balance sheet at the nominal amount at the time of establishment.

Receivables

Trade receivables and other receivables are listed in the balance sheet at nominal value after deduction of provisions for expected losses. Provisions for losses are made on the basis of individual assessments of the individual receivables. In addition, for other trade receivables, an unspecified provision is made to cover the assumed loss.

Inventories

Inventory of purchased goods is valued at the lowest of acquisition cost according to the FIFO principle and fair value. Selfmanufactured finished goods and items under manufacturing are valued at variable manufacturing costs. Write-downs are made for predictable inconsebody.

Tangible fixed assets

Tangible fixed assets are recognised in the balance sheet and depreciated over the life of the assets if they have an estimated lifetime of more than 3 years and have a cost price exceeding NOK 15,000. Direct maintenance of fixed assets is expensed continuously under operating costs, while costs or improvements are added to the operating asset's cost price and depreciated in line with the fixed asset.

Otherwise, the following accounting principles have been applied:

The FIFO method of assigning acquisition costs for interchangeable financial assets, the lowest value principle for marketbased financial current assets, insured pension liabilities are not recognised in the balance sheet - the cost is equal to the premium, pension obligations related to the AFP scheme are not entered into the balance sheet, long-term manufacturing contracts are recognised in the contract method, monetary items in foreign currency are valued at the end of the financial year and the cost method is used for investments in subsidiaries/affiliates. Own expenditures on research and development and for the development of rights are expensed.

Dividends are recognised in income in the same year as deposited in subsidiaries/affiliates, if it is likely that the amount will be received. In the event of dividends exceeding the share of retained profit after the excess part represents the repayment of invested capital, and is deducted from the value of the investment in the balance sheet.

tax

The tax expense in the income statement includes both the tax payable for the period and the change in deferred tax. Deferred tax is calculated at 22% on the basis of the temporary differences that exist between accounting and tax values, as well as the tax deficit to be presented at the financial year. Tax-increasing and tax-reducing temporary differences that reverse or can reverse in the same period have been settled and the tax effect is calculated on the net basis.

The company has not changed its accounting principle from 2017 to 2018.

Financial statements for 2018

Note 2 Segment Information			01.01.-31.12.2018
Areas Sales revenue		Sale of smolt 12,710,274	Total 12,710,274
Note 3 Inventory
goods Smolt/raw materials	31.12.2018 7,500,001	Group 31.12.2017 1,816,600	alteration 5,683,401
Note 4 Bank deposits
Of the Group's total bank deposits, NOK 241 607 is tied to tax deductions due. The parent company has no employees.

Note 5 Labour costs / Number of employees / Remuneration / Loans to employees / Pensions etc.

	Parent		Group
Labour costs etc.	01.01 -31.12		01.01 -31.12
	2018	2017	2018	2017
Salaries	0	○	4,145,824	2,483,396
Employer's National Insurance contributions	0	0	493.674	272,975
Pension costs	0	0	240.078	0
Other benefits	0	○	44,010	83.759
Payroll costs	0	0	4,923,583	2,840,131

Average number of man-years

Remuneration in Parent (in NOK)

Director

There are no employees in the parent. Total executive pay in the Group 600 000 Other executive remuneration collected for the Group0

auditor

The audit fee for the parent company in 2018 amounts to NOK 67 750. The audit fee for the Group in 2018 is NOK 83 750.

Composition of total pensions and pension obligations

The Group falls under the Act relating to Compulsory Occupational Pension (OTP) and has a defined contribution scheme that covers the requirements of the Act. For 2018, pension insurance for OTP has been expensed with NOK 123 665.

Managing

5

Year- and consolidated financial statements for 2018

Note 6 Fixed assets - Parent

					31.12.2018 31.12.2017
	site	Buildings	equipment	Sum	sum
Acquisition cost 01.01	0	0	0	0	0
Access purchased fixed assets	0	0	0	0	0
departure	0	0	0	0	0
Acquisition cost 31.12	0	0	0	0	0
Depreciation 01.01	0	0	0	0	0
Accumulated depreciation 31.12	0	0	0	0
Book value per. 31/12	0	0	0	0	0
Depreciation of the year	0	0	0	C	0
Economic lifetime	eternal
Depreciation plan	nobody	linear	linear

Tangible fixed assets - Business Units

				31.12.2018	31.12.2017
	site	Buildings	Machines,	Sum	sum
	and art		equipment
			W.m.
Acquisition cost 01.01	0	550,000	11,746,061	12,296,061	0
Access purchased fixed assets	0	0	58,341,331	58,341,331	10,033,670
departure	0	0	0	0	0
Acquisition cost 31.12	0	550,000	70,087,392	70,637,392	10,033,670
Depreciation 01.01	0	130,000	520,000	650,000	0
Accumulated Scrap of assets sold	0	0	0	0	0
Accumulated depreciation 31.12	0	270,000	980,000	1,250,000	650,000
Book value per. 31/12	0	280,000	69,107,392	69,387,392	9,383,670
Depreciation of the year	0	140,000	460,000	600,000	600,000
Economic lifetime	eternal
Depreciation plan	nobody	linear	linear

A licence for the production of smolt and fry has been booked at NOK 0 in the annual accounts. The real value is considered to be significantly higher.

The post "operating waste, inventory, etc. " includes Capex RAS - development of smolt plant with NOK 68 387 392. This part of the plant has not been depreciated in 2018.

Year- and consolidated financial statements

for 2018

Note 7 Subsidiary and joint controlled business for parent

company	Biofish AS	Probio AS
Business Office	Bergen	Bergen
Stake	100%	50%
Share of voting capital	100%	50%
Equity at 31.12	3,092,872	50,000
Net income (loss) for the year 2018	1,132,206	26,000
The investments have been posted at cost price.

Note 8 Receivables

Note 8 Receivables

Carrying amount of receivables due later than one year for the Group:

	31.12.2019	31.12.2018
Loans to employees
deposit
Total

Note 9 Long-term debt

The parent company has a bond loan of NOK 46,113,832. Assets and inventories in Biofish AS are set as collateral for the bond loan.

The book value of the collateral as at 31.12. is NOK 76 887 393.

Financial statements for 2018

Note 10 Tax 2018 The tax payable appears as follows: Ordinary profit before tax 13,493 Permanent differences Tax-free portion of corporate contributions Gross received dividend Share of dividend not tax-free (3%) Change temporary differences 13,492 Base payable tax Tax 23% / 24% 3,105 This year's tax expense is as follows: 3,105 Tax payable on profit for the year	Parent 01.01 - 31.12 2017 18,818 0 0 0 0 0 0 0 0 0 -9,999 8,819 2,117	Group 01.01 - 2018 1,441,063 0 0 0 -1,426,933 13,493 3,105	Rn 31.12 2017 2,126,223 0 0 0 0 0 -1,511,480 604,108
			144,986
	4,516	3,105	144,986
Gross change deferred tax	0 -2,400	294,727	343,557
Settlement payable tax in previous years	0 0	0	0
Total tax expense of the year 3,105	2,117	297,832	488,543
2018	2017	2018	2017
Tax payable on the balance sheet is as follows:
Tax payable on profit for the year excluding 3,105	2,117	3,105	144,986
contributions/dividends
Tax payable on group contributions	0 0 0 0	0 0	0 0
Tax payable on dividends
Total tax payable 3,105	2,117	3,105	144,986
Specification of deferred tax base:
Fixed assets	0 0	3,858,832	103,200
Current assets	0 0	5,683,401	1,816,600
Feasible deficit	0 0	-6,195,501
Other differences	0 0	0	0
Sum	0 0	3,346,732	1,919,800
Deferred tax assets / Deferred tax	0 0	736,281	441,554

Year- and consolidated financial statements for 2018

Note 11 Equity and shareholder information for parent

		Not registered	other
	share capital	captial	equity	sum
Equity 01.01	40,000	8,800,000	6,704	8,846,704
Net income			10.388	10,388
Capital expansion	6,360,000	-6,360,000
Equity 31.12.	6,400,000	2,440,000	17,092	8,857,091

Share Capital:

The share capital of Biofish Holding AS consists of 6 400 000 shares, all with a nominal nominal share of NOK 1.

Ownership structure:

The shareholders of Biofish Holding AS as of 31.12.2018

were:	ordinary shares	Stake	Noting share
Monaco Invest AS	3,840,000	60.0%	60.0%
YME Holding AS - Wikipedia	2,650,000	40.0%	40.0%
Total	6,490,000	100%	100%

Equity group

		other
	Share Capital	Captial	equity	SUITT
Equity 01.01	40 000	8 800 000	1,937,370	10,777,370
Net income		O	1,142,593	1,142,593
Capital expansion	6,360,000	-6,360,000	0
Equity 31.12.		6,400,000 2,439,999	3,079,962	11,919,963

Year- and consolidated financial statements for 2018

Note 12 Intermediary in Parent with company in the same group, etc.

	Custome rs	Receivables		provider
Enterprises in the same group	0	51,902,007	0	0
sum	0	51,902,007	0	0
い

To the general meeting of Biofish Holding AS

INDEPENDENT AUDITOR'S REPORT FOR 2018

Statement on the revision of the annual accounts

conclusion

We have revised the annual accounts for Biofish Holding AS showing a profit of NOK 10,388 for the company accounts and a profit of NOK 1,143,231 for the consolidated financial statements and in our opinion:

• · the annual accounts have been submitted in accordance with the law and regulations
• · the company's financial statements provide a fair picture of the financial position of Biofish Holding AS as of 31 December 2018, and of the company's results and cash flows for the financial year ended as of this date in accordance with the rules and good accounting practices of the Accounting Act in Norway.
• · the consolidated financial statements provide a correct picture of the financial position of the Group Biofish Holding AS as of 31 December 2018, and of the Group's results cash flows for the closed financial year in accordance with the rules and good accounting practices of the Accounting Act in Norway.

The financial statements consist of:

• · the company's financial statements, which consist of the balance sheet as of 31 December 2018 and the income statement for the financial year ended as of this date, cash flow statements and notes, including a summary of important accounting principles and
• consolidated financial statements, which consist of balance sheets as of December 31, 2018 and income statement for the fiscal year ended as of this date, cash flow statements and notes, including a summary of important accounting principles.

Basis for the conclusion

We have carried out the audit in accordance with the law, regulations and good auditing Norway, including the International Audit Standards (ISAs). Our duties and duties in accordance with these standards are described in the auditor's duties and obligations when auditing the accounts. We are independent of the company as required by law and regulation, and have complied with our other ethical obligations in accordance with these requirements. In our opinion, the audit evidence obtained is sufficient and appropriate as a basis for our conclusion.

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APPENDIX E

SUBSCRIPTION FORM

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ůůŽĐĂƚŝŽŶ͕ƉĂLJŵĞŶƚĂŶĚĚĞůŝǀĞƌLJŽĨKĨĨĞƌ^ŚĂƌĞƐ͗/ƚŝƐĞdžƉĞĐƚĞĚƚŚĂƚŶŽƚŝĨŝĐĂƚŝŽŶƐŽĨĂůůŽĐĂƚŝŽŶŽĨKĨĨĞƌ^ŚĂƌĞƐŝŶƚŚĞZĞƚĂŝůKĨĨĞƌŝŶŐǁŝůůďĞŝƐƐƵĞĚŽŶŽƌĂďŽƵƚ Ϯϯ:ƵůLJϮϬϮϭ͕ďLJŝƐƐƵŝŶŐĂůůŽĐĂƚŝŽŶŶŽƚĞƐƚŽƚŚĞĂƉƉůŝĐĂŶƚƐƚŚƌŽƵŐŚƚŚĞsW^͘ŶLJĂƉƉůŝĐĂŶƚǁŝƐŚŝŶŐƚŽŬŶŽǁƚŚĞƉƌĞĐŝƐĞŶƵŵďĞƌŽĨKĨĨĞƌ^ŚĂƌĞƐĂůůŽĐĂƚĞĚƚŽŝƚ ƐŚŽƵůĚďĞĂďůĞƚŽƐĞĞŚŽǁŵĂŶLJKĨĨĞƌ^ŚĂƌĞƐƚŚĞLJŚĂǀĞďĞĞŶĂůůŽĐĂƚĞĚĨƌŽŵŽŶŽƌĂďŽƵƚϮϯ:ƵůLJϮϬϮϭ͘/ŶƌĞŐŝƐƚĞƌŝŶŐĂŶĂƉƉůŝĐĂƚŝŽŶƚŚƌŽƵŐŚƚŚĞsW^ŽŶůŝŶĞ ĂƉƉůŝĐĂƚŝŽŶƐLJƐƚĞŵ͕ĞĂĐŚĂƉƉůŝĐĂŶƚŝŶƚŚĞZĞƚĂŝůKĨĨĞƌŝŶŐǁŝůůŐƌĂŶƚƚŚĞDĂŶĂŐĞƌĂŶĚƚŚĞsW^ĂŶŝƌƌĞǀŽĐĂďůĞĂƵƚŚŽƌŝƐĂƚŝŽŶƚŽĚĞďŝƚƚŚĞĂƉƉůŝĐĂŶƚΖƐEŽƌǁĞŐŝĂŶ ďĂŶŬĂĐĐŽƵŶƚĨŽƌƚŚĞƚŽƚĂůĂŵŽƵŶƚĚƵĞĨŽƌƚŚĞKĨĨĞƌ^ŚĂƌĞƐĂůůŽĐĂƚĞĚƚŽƚŚĞĂƉƉůŝĐĂŶƚ͘dŚĞĂƉƉůŝĐĂŶƚΖƐďĂŶŬĂĐĐŽƵŶƚŶƵŵďĞƌŵƵƐƚďĞƐƚŝƉƵůĂƚĞĚŽŶƚŚĞsW^ ŽŶůŝŶĞĂƉƉůŝĐĂƚŝŽŶ͘ĐĐŽƵŶƚƐǁŝůůďĞĚĞďŝƚĞĚŽŶŽƌĂďŽƵƚϮϳ:ƵůLJϮϬϮϭ;ƚŚĞ͞WĂLJŵĞŶƚĂƚĞ͟Ϳ͕ĂŶĚƚŚĞƌĞŵƵƐƚďĞƐƵĨĨŝĐŝĞŶƚĨƵŶĚƐŝŶƚŚĞƐƚĂƚĞĚďĂŶŬĂĐĐŽƵŶƚĨƌŽŵ ĂŶĚŝŶĐůƵĚŝŶŐϮϲ:ƵůLJϮϬϮϭ͘&ƵƌƚŚĞƌĚĞƚĂŝůƐĂŶĚŝŶƐƚƌƵĐƚŝŽŶƐǁŝůůďĞƐĞƚŽƵƚŝŶƚŚĞĂůůŽĐĂƚŝŽŶŶŽƚĞƐ͕ŽƌĐĂŶďĞŽďƚĂŝŶĞĚďLJĐŽŶƚĂĐƚŝŶŐƚŚĞDĂŶĂŐĞƌ͘dŚĞDĂŶĂŐĞƌ ƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚ;ďƵƚŚĂƐŶŽŽďůŝŐĂƚŝŽŶͿƚŽŵĂŬĞƵƉƚŽƚŚƌĞĞĚĞďŝƚĂƚƚĞŵƉƚƐǁŝƚŚŝŶŽŶĞǁĞĞŬĨƌŽŵƚŚĞWĂLJŵĞŶƚĂƚĞŝĨƚŚĞƌĞĂƌĞŝŶƐƵĨĨŝĐŝĞŶƚĨƵŶĚƐŽŶƚŚĞ ĂĐĐŽƵŶƚŽŶƚŚĞWĂLJŵĞŶƚĂƚĞ͘^ŚŽƵůĚĂŶLJĂƉƉůŝĐĂŶƚŚĂǀĞŝŶƐƵĨĨŝĐŝĞŶƚĨƵŶĚƐŽŶŝƚƐĂĐĐŽƵŶƚ͕ŽƌƐŚŽƵůĚƉĂLJŵĞŶƚďĞĚĞůĂLJĞĚĨŽƌĂŶLJƌĞĂƐŽŶ͕ŽƌŝĨŝƚŝƐŶŽƚƉŽƐƐŝďůĞƚŽ ĚĞďŝƚƚŚĞĂĐĐŽƵŶƚ͕ŽǀĞƌĚƵĞŝŶƚĞƌĞƐƚǁŝůůĂĐĐƌƵĞĂŶĚŽƚŚĞƌƚĞƌŵƐǁŝůůĂƉƉůLJĂƐƐĞƚŽƵƚƵŶĚĞƌƚŚĞŚĞĂĚŝŶŐ͞KǀĞƌĚƵĞĂŶĚŵŝƐƐŝŶŐƉĂLJŵĞŶƚ͟ďĞůŽǁ͘^ƵďũĞĐƚƚŽƚŝŵĞůLJ ƉĂLJŵĞŶƚďLJƚŚĞĂƉƉůŝĐĂŶƚ͕ĚĞůŝǀĞƌLJŽĨƚŚĞKĨĨĞƌ^ŚĂƌĞƐĂůůŽĐĂƚĞĚŝŶƚŚĞZĞƚĂŝůKĨĨĞƌŝŶŐŝƐĞdžƉĞĐƚĞĚƚŽƚĂŬĞƉůĂĐĞŽŶŽƌĂďŽƵƚϮϳ:ƵůLJϮϬϮϭƚŚƌŽƵŐŚƚŚĞĨĂĐŝůŝƚŝĞƐŽĨ ƚŚĞsW^;ŽƌƐƵĐŚůĂƚĞƌĚĂƚĞƵƉŽŶƚŚĞƐƵĐĐĞƐƐĨƵůĚĞďŝƚŽĨƚŚĞƌĞůĞǀĂŶƚĂĐĐŽƵŶƚͿ͘

'ƵŝĚĞůŝŶĞƐĨŽƌƚŚĞĂƉƉůŝĐĂŶƚ͗WůĞĂƐĞƌĞĨĞƌƚŽƚŚĞƐĞĐŽŶĚƉĂŐĞŽĨƚŚŝƐZĞƚĂŝůƉƉůŝĐĂƚŝŽŶ&ŽƌŵĨŽƌĨƵƌƚŚĞƌĂƉƉůŝĐĂƚŝŽŶŐƵŝĚĞůŝŶĞƐ͘

&ŝƌƐƚŶĂŵĞ ^ƵƌŶĂŵĞͬ&ĂŵŝůLJŶĂŵĞͬŽŵƉĂŶLJŶĂŵĞ

ƉƉůŝĐĂŶƚΖƐsW^ĂĐĐŽƵŶƚ;ϭϮĚŝŐŝƚƐͿ͗	/ͬǁĞĂƉƉůLJĨŽƌKĨĨĞƌ^ŚĂƌĞƐĨŽƌĂƚŽƚĂůŽĨEK< ;ŵŝŶŝŵƵŵEK<ϭϬ͕ϳϱϬĂŶĚŵĂdžŝŵƵŵ EK<ϵϵϵ͕ϵϵϵͿ͗		ƉƉůŝĐĂŶƚΖƐďĂŶŬĂĐĐŽƵŶƚƚŽďĞĚĞďŝƚĞĚ ;ϭϭĚŝŐŝƚƐͿ͗
/ͬǁĞŚĞƌĞďLJŝƌƌĞǀŽĐĂďůLJ;ŝͿĂƉƉůLJĨŽƌƚŚĞŶƵŵďĞƌŽĨKĨĨĞƌ^ŚĂƌĞƐĂůůŽĐĂƚĞĚƚŽŵĞͬƵƐ͕ĂƚƚŚĞKĨĨĞƌWƌŝĐĞ͕ƵƉƚŽƚŚĞĂŐŐƌĞŐĂƚĞĂƉƉůŝĐĂƚŝŽŶĂŵŽƵŶƚĂƐƐƉĞĐŝĨŝĞĚ ĂďŽǀĞƐƵďũĞĐƚƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐƐĞƚŽƵƚŝŶƚŚŝƐZĞƚĂŝůƉƉůŝĐĂƚŝŽŶ&ŽƌŵĂŶĚŝŶƚŚĞWƌŽƐƉĞĐƚƵƐ͕;ŝŝͿĂƵƚŚŽƌŝƐĞĂŶĚŝŶƐƚƌƵĐƚƚŚĞDĂŶĂŐĞƌ;ŽƌƐŽŵĞŽŶĞ ĂƉƉŽŝŶƚĞĚďLJŝƚͿƚŽƚĂŬĞĂůůĂĐƚŝŽŶƐƌĞƋƵŝƌĞĚƚŽƉƵƌĐŚĂƐĞĂŶĚͬŽƌƐƵďƐĐƌŝďĞƚŚĞKĨĨĞƌ^ŚĂƌĞƐĂůůŽĐĂƚĞĚƚŽŵĞͬƵƐŽŶŵLJͬŽƵƌďĞŚĂůĨ͕ƚŽƚĂŬĞĂůůŽƚŚĞƌĂĐƚŝŽŶƐ ĚĞĞŵĞĚƌĞƋƵŝƌĞĚďLJŝƚƚŽŐŝǀĞĞĨĨĞĐƚƚŽƚŚĞƚƌĂŶƐĂĐƚŝŽŶƐĐŽŶƚĞŵƉůĂƚĞĚďLJƚŚŝƐZĞƚĂŝůƉƉůŝĐĂƚŝŽŶ&Žƌŵ͕ĂŶĚƚŽĞŶƐƵƌĞĚĞůŝǀĞƌLJŽĨƐƵĐŚKĨĨĞƌ^ŚĂƌĞƐƚŽŵĞͬƵƐŝŶ ƚŚĞsW^͕;ŝŝŝͿĂƵƚŚŽƌŝƐĞƚŚĞDĂŶĂŐĞƌĂŶĚƚŚĞsW^ƚŽĚĞďŝƚŵLJͬŽƵƌďĂŶŬĂĐĐŽƵŶƚĂƐƐĞƚŽƵƚŝŶƚŚŝƐZĞƚĂŝůƉƉůŝĐĂƚŝŽŶ&ŽƌŵĨŽƌƚŚĞĂŵŽƵŶƚƉĂLJĂďůĞĨŽƌƚŚĞKĨĨĞƌ ^ŚĂƌĞƐĂůůŽĐĂƚĞĚƚŽŵĞͬƵƐ͕ĂŶĚ;ŝǀͿĐŽŶĨŝƌŵĂŶĚǁĂƌƌĂŶƚƚŽŚĂǀĞƌĞĂĚƚŚĞWƌŽƐƉĞĐƚƵƐĂŶĚƚŚĂƚ/ͬǁĞĂƌĞĂǁĂƌĞŽĨƚŚĞƌŝƐŬƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚĂŶŝŶǀĞƐƚŵĞŶƚŝŶ ƚŚĞKĨĨĞƌ^ŚĂƌĞƐĂŶĚƚŚĂƚ/ͬǁĞĂƌĞĞůŝŐŝďůĞƚŽĂƉƉůLJĨŽƌĂŶĚƉƵƌĐŚĂƐĞKĨĨĞƌ^ŚĂƌĞƐƵŶĚĞƌƚŚĞƚĞƌŵƐƐĞƚĨŽƌƚŚƚŚĞƌĞŝŶ͘
ĂƚĞĂŶĚƉůĂĐĞΎ͗ ͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͘͘		ŝŶĚŝŶŐƐŝŐŶĂƚƵƌĞΎΎ͗ ͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͘͘
ΎDƵƐƚďĞĚĂƚĞĚĚƵƌŝŶŐƚŚĞƉƉůŝĐĂƚŝŽŶWĞƌŝŽĚ		ΎΎdŚĞƉƉůŝĐĂŶƚŵƵƐƚďĞŽĨůĞŐĂůĂŐĞ͘/ĨƚŚĞZĞƚĂŝůƉƉůŝĐĂƚŝŽŶ&ŽƌŵŝƐƐŝŐŶĞĚ ďLJƉƌŽdžLJ͕ĚŽĐƵŵĞŶƚĂƌLJĞǀŝĚĞŶĐĞŽĨĂƵƚŚŽƌŝƚLJƚŽƐŝŐŶŵƵƐƚďĞĂƚƚĂĐŚĞĚŝŶƚŚĞ ĨŽƌŵŽĨĂƉŽǁĞƌŽĨĂƚƚŽƌŶĞLJŽƌĐŽŵƉĂŶLJƌĞŐŝƐƚƌĂƚŝŽŶĐĞƌƚŝĨŝĐĂƚĞ͘
d/>^K&d,WW>/EdͶ >>&/>^Dh^dKDW>d

,ŽŵĞĂĚĚƌĞƐƐ;ĨŽƌĐŽŵƉĂŶŝĞƐ͗ƌĞŐŝƐƚĞƌĞĚďƵƐŝŶĞƐƐĂĚĚƌĞƐƐͿ	ŝƉĐŽĚĞĂŶĚƚŽǁŶ
/ĚĞŶƚŝƚLJŶƵŵďĞƌ;ϭϭĚŝŐŝƚƐͿͬďƵƐŝŶĞƐƐƌĞŐŝƐƚƌĂƚŝŽŶŶƵŵďĞƌ;ϵĚŝŐŝƚƐͿ	EĂƚŝŽŶĂůŝƚLJ
dĞůĞƉŚŽŶĞŶƵŵďĞƌ;ĚĂLJƚŝŵĞͿ	ͲŵĂŝůĂĚĚƌĞƐƐ
>ĞŐĂůŶƚŝƚLJ/ĚĞŶƚŝĨŝĞƌͬEĂƚŝŽŶĂůůŝĞŶƚ/ĚĞŶƚŝĨŝĞƌ͗

WůĞĂƐĞŶŽƚĞ͗dŚĞZĞƚĂŝůƉƉůŝĐĂƚŝŽŶ&ŽƌŵŵĂLJĐŽŶƚĂŝŶƐĞŶƐŝƚŝǀĞŝŶĨŽƌŵĂƚŝŽŶ͕ŝŶĐůƵĚŝŶŐŶĂƚŝŽŶĂůŝĚĞŶƚŝĨŝĐĂƚŝŽŶŶƵŵďĞƌƐ͘WůĞĂƐĞƌĞĨĞƌƚŽƚŚĞƐĞĐŽŶĚƉĂŐĞŽĨƚŚŝƐ ZĞƚĂŝůƉƉůŝĐĂƚŝŽŶ&ŽƌŵĨŽƌĨƵƌƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶŽŶƚŚĞDĂŶĂŐĞƌΖƐƉƌŽĐĞƐƐŝŶŐŽĨƉĞƌƐŽŶĂůĚĂƚĂ͘

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WĞƌƐŽŶĂůĚĂƚĂ͗dŚĞĂƉƉůŝĐĂŶƚĐŽŶĨŝƌŵƐƚŚĂƚŝƚŚĂƐďĞĞŶƉƌŽǀŝĚĞĚǁŝƚŚŝŶĨŽƌŵĂƚŝŽŶƌĞŐĂƌĚŝŶŐƚŚĞDĂŶĂŐĞƌΖƐƉƌŽĐĞƐƐŝŶŐŽĨƉĞƌƐŽŶĂůĚĂƚĂ͕ĂŶĚƚŚĂƚŝƚŚĂƐďĞĞŶŝŶĨŽƌŵĞĚƚŚĂƚƚŚĞDĂŶĂŐĞƌǁŝůůƉƌŽĐĞƐƐ ƚŚĞĂƉƉůŝĐĂŶƚΖƐƉĞƌƐŽŶĂůĚĂƚĂŝŶŽƌĚĞƌƚŽŵĂŶĂŐĞĂŶĚĐĂƌƌLJŽƵƚƚŚĞKĨĨĞƌŝŶŐĂŶĚƚŚĞĂƉƉůŝĐĂƚŝŽŶĨƌŽŵƚŚĞĂƉƉůŝĐĂŶƚ͕ĂŶĚƚŽĐŽŵƉůLJǁŝƚŚƐƚĂƚƵƚŽƌLJƌĞƋƵŝƌĞŵĞŶƚƐ͘dŚĞĚĂƚĂĐŽŶƚƌŽůůĞƌǁŚŽŝƐƌĞƐƉŽŶƐŝďůĞ ĨŽƌƚŚĞƉƌŽĐĞƐƐŝŶŐŽĨƉĞƌƐŽŶĂůĚĂƚĂŝƐƚŚĞDĂŶĂŐĞƌ͘dŚĞƉƌŽĐĞƐƐŝŶŐŽĨƉĞƌƐŽŶĂůĚĂƚĂŝƐŶĞĐĞƐƐĂƌLJŝŶŽƌĚĞƌƚŽĨƵůĨŝůƚŚĞĂƉƉůŝĐĂƚŝŽŶĂŶĚƚŽŵĞĞƚůĞŐĂůŽďůŝŐĂƚŝŽŶƐ͘dŚĞEŽƌǁĞŐŝĂŶ^ĞĐƵƌŝƚŝĞƐdƌĂĚŝŶŐĐƚ ĂŶĚƚŚĞEŽƌǁĞŐŝĂŶDŽŶĞLJ>ĂƵŶĚĞƌŝŶŐĐƚƌĞƋƵŝƌĞƚŚĂƚƚŚĞDĂŶĂŐĞƌƉƌŽĐĞƐƐĂŶĚƐƚŽƌĞŝŶĨŽƌŵĂƚŝŽŶĂďŽƵƚĐůŝĞŶƚƐĂŶĚƚƌĂĚĞƐ͕ĂŶĚĐŽŶƚƌŽůĂŶĚĚŽĐƵŵĞŶƚĂĐƚŝǀŝƚŝĞƐ͘dŚĞĂƉƉůŝĐĂŶƚΖƐĚĂƚĂǁŝůůďĞ ƉƌŽĐĞƐƐĞĚĐŽŶĨŝĚĞŶƚŝĂůůLJ͕ďƵƚŝĨŝƚŝƐŶĞĐĞƐƐĂƌLJŝŶƌĞůĂƚŝŽŶƚŽƚŚĞĂĨŽƌĞŵĞŶƚŝŽŶĞĚƉƵƌƉŽƐĞƐŽƌŽďůŝŐĂƚŝŽŶƐ͕ƚŚĞƉĞƌƐŽŶĂůĚĂƚĂŵĂLJďĞƐŚĂƌĞĚǁŝƚŚƚŚĞĐŽŵƉĂŶLJ;ŝĞƐͿƉĂƌƚŝĐŝƉĂƚŝŶŐŝŶƚŚĞKĨĨĞƌŝŶŐ͕ǁŝƚŚ ĐŽŵƉĂŶŝĞƐǁŝƚŚŝŶƚŚĞDĂŶĂŐĞƌŐƌŽƵƉ͕sW^͕ƐƚŽĐŬĞdžĐŚĂŶŐĞƐĂŶĚͬŽƌƉƵďůŝĐĂƵƚŚŽƌŝƚŝĞƐ͘dŚĞƉĞƌƐŽŶĂůĚĂƚĂǁŝůůďĞƉƌŽĐĞƐƐĞĚĂƐůŽŶŐĂƐŶĞĐĞƐƐĂƌLJĨŽƌƚŚĞƉƵƌƉŽƐĞƐ͕ĂŶĚǁŝůůƐƵďƐĞƋƵĞŶƚůLJďĞĚĞůĞƚĞĚ ƵŶůĞƐƐƚŚĞƌĞŝƐĂƐƚĂƚƵƚŽƌLJĚƵƚLJƚŽŬĞĞƉŝƚ͘/ĨƚŚĞDĂŶĂŐĞƌƚƌĂŶƐĨĞƌƉĞƌƐŽŶĂůĚĂƚĂƚŽĐŽƵŶƚƌŝĞƐŽƵƚƐŝĚĞƚŚĞ͕ƚŚĂƚŚĂǀĞŶŽƚďĞĞŶĂƉƉƌŽǀĞĚďLJƚŚĞhŽŵŵŝƐƐŝŽŶ͕ƚŚĞDĂŶĂŐĞƌǁŝůůŵĂŬĞƐƵƌĞƚŚĞ ƚƌĂŶƐĨĞƌƚĂŬĞƐƉůĂĐĞŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞůĞŐĂůŵĞĐŚĂŶŝƐŵƐƉƌŽƚĞĐƚŝŶŐƚŚĞƉĞƌƐŽŶĂůĚĂƚĂ͘ƐĂĚĂƚĂƐƵďũĞĐƚ͕ƚŚĞĂƉƉůŝĐĂŶƚƐŚĂǀĞƐĞǀĞƌĂůůĞŐĂůƌŝŐŚƚƐ͘dŚŝƐŝŶĐůƵĚĞƐŝ͘Ğ͘ƚŚĞƌŝŐŚƚƚŽĂĐĐĞƐƐŝƚƐƉĞƌƐŽŶĂů ĚĂƚĂ͕ĂŶĚĂƌŝŐŚƚƚŽƌĞƋƵĞƐƚƚŚĂƚŝŶĐŽƌƌĞĐƚŝŶĨŽƌŵĂƚŝŽŶŝƐĐŽƌƌĞĐƚĞĚ͘/ŶĐĞƌƚĂŝŶŝŶƐƚĂŶĐĞƐ͕ƚŚĞĂƉƉůŝĐĂŶƚƐǁŝůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽŝŵƉŽƐĞƌĞƐƚƌŝĐƚŝŽŶƐŽŶƚŚĞƉƌŽĐĞƐƐŝŶŐŽƌĚĞŵĂŶĚƚŚĂƚƚŚĞŝŶĨŽƌŵĂƚŝŽŶŝƐ ĚĞůĞƚĞĚ͘dŚĞĂƉƉůŝĐĂŶƚƐŵĂLJĂůƐŽĐŽŵƉůĂŝŶƚŽĂƐƵƉĞƌǀŝƐŽƌLJĂƵƚŚŽƌŝƚLJŝĨƚŚĞLJĨŝŶĚƚŚĂƚƚŚĞDĂŶĂŐĞƌΖƐƉƌŽĐĞƐƐŝŶŐŝƐŝŶďƌĞĂĐŚŽĨƚŚĞĂƉƉůŝĐĂďůĞůĂǁƐ͘^ƵƉƉůĞŵĞŶƚĂƌLJŝŶĨŽƌŵĂƚŝŽŶŽŶƉƌŽĐĞƐƐŝŶŐŽĨ ƉĞƌƐŽŶĂůĚĂƚĂĂŶĚƚŚĞĂƉƉůŝĐĂŶƚƐ͛ƌŝŐŚƚƐĐĂŶďĞĨŽƵŶĚŽŶƚŚĞDĂŶĂŐĞƌΖƐǁĞďƐŝƚĞ͘

/ŶǀĞƐƚŵĞŶƚĚĞĐŝƐŝŽŶƐďĂƐĞĚŽŶĨƵůůWƌŽƐƉĞĐƚƵƐ͗/ŶǀĞƐƚŽƌƐŵƵƐƚŶĞŝƚŚĞƌĂĐĐĞƉƚĂŶLJŽĨĨĞƌĨŽƌ͕ŶŽƌĂĐƋƵŝƌĞĂŶLJKĨĨĞƌ^ŚĂƌĞƐ͕ŽŶĂŶLJŽƚŚĞƌďĂƐŝƐƚŚĂŶŽŶƚŚĞĐŽŵƉůĞƚĞWƌŽƐƉĞĐƚƵƐ͘

dĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐĨŽƌƉĂLJŵĞŶƚďLJĚŝƌĞĐƚĚĞďŝƚŝŶŐͲƐĞĐƵƌŝƚŝĞƐƚƌĂĚŝŶŐ͗WĂLJŵĞŶƚďLJĚŝƌĞĐƚĚĞďŝƚŝŶŐŝƐĂƐĞƌǀŝĐĞƉƌŽǀŝĚĞĚďLJĐŽŽƉĞƌĂƚŝŶŐďĂŶŬƐŝŶEŽƌǁĂLJ͘/ŶƚŚĞƌĞůĂƚŝŽŶƐŚŝƉďĞƚǁĞĞŶƚŚĞƉĂLJĞƌ ĂŶĚƚŚĞƉĂLJĞƌΖƐďĂŶŬƚŚĞĨŽůůŽǁŝŶŐƐƚĂŶĚĂƌĚƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐĂƉƉůLJ͘

• ϭ͘ dŚĞƐĞƌǀŝĐĞ͞WĂLJŵĞŶƚďLJĚŝƌĞĐƚĚĞďŝƚŝŶŐͶƐĞĐƵƌŝƚŝĞƐƚƌĂĚŝŶŐ͟ŝƐƐƵƉƉůĞŵĞŶƚĞĚďLJƚŚĞĂĐĐŽƵŶƚĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞƉĂLJĞƌĂŶĚƚŚĞƉĂLJĞƌΖƐďĂŶŬ͕ŝŶƉĂƌƚŝĐƵůĂƌ^ĞĐƚŝŽŶŽĨƚŚĞĂĐĐŽƵŶƚ ĂŐƌĞĞŵĞŶƚ͕'ĞŶĞƌĂůƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐĨŽƌĚĞƉŽƐŝƚĂŶĚƉĂLJŵĞŶƚŝŶƐƚƌƵĐƚŝŽŶƐ͘
• Ϯ͘ ŽƐƚƐƌĞůĂƚĞĚƚŽƚŚĞƵƐĞŽĨ͞WĂLJŵĞŶƚďLJĚŝƌĞĐƚĚĞďŝƚŝŶŐͶƐĞĐƵƌŝƚŝĞƐƚƌĂĚŝŶŐ͟ĂƉƉĞĂƌĨƌŽŵƚŚĞďĂŶŬΖƐƉƌĞǀĂŝůŝŶŐƉƌŝĐĞůŝƐƚ͕ĂĐĐŽƵŶƚŝŶĨŽƌŵĂƚŝŽŶĂŶĚͬŽƌŝŶĨŽƌŵĂƚŝŽŶŝƐŐŝǀĞŶďLJŽƚŚĞƌ ĂƉƉƌŽƉƌŝĂƚĞŵĂŶŶĞƌ͘dŚĞďĂŶŬǁŝůůĐŚĂƌŐĞƚŚĞŝŶĚŝĐĂƚĞĚĂĐĐŽƵŶƚĨŽƌŝŶĐƵƌƌĞĚĐŽƐƚƐ͘
• ϯ͘ dŚĞĂƵƚŚŽƌŝƐĂƚŝŽŶĨŽƌĚŝƌĞĐƚĚĞďŝƚŝŶŐŝƐƐŝŐŶĞĚďLJƚŚĞƉĂLJĞƌĂŶĚĚĞůŝǀĞƌĞĚƚŽƚŚĞďĞŶĞĨŝĐŝĂƌLJ͘dŚĞďĞŶĞĨŝĐŝĂƌLJǁŝůůĚĞůŝǀĞƌƚŚĞŝŶƐƚƌƵĐƚŝŽŶƐƚŽŝƚƐďĂŶŬǁŚŽŝŶƚƵƌŶǁŝůůĐŚĂƌŐĞƚŚĞƉĂLJĞƌΖƐďĂŶŬ ĂĐĐŽƵŶƚ͘
• ϰ͘ /ŶĐĂƐĞŽĨǁŝƚŚĚƌĂǁĂůŽĨƚŚĞĂƵƚŚŽƌŝƐĂƚŝŽŶĨŽƌĚŝƌĞĐƚĚĞďŝƚŝŶŐƚŚĞƉĂLJĞƌƐŚĂůůĂĚĚƌĞƐƐƚŚŝƐŝƐƐƵĞǁŝƚŚƚŚĞďĞŶĞĨŝĐŝĂƌLJ͘WƵƌƐƵĂŶƚƚŽƚŚĞ&ŝŶĂŶĐŝĂůŽŶƚƌĂĐƚƐĐƚ͕ƚŚĞƉĂLJĞƌΖƐďĂŶŬƐŚĂůůĂƐƐŝƐƚŝĨ ƉĂLJĞƌǁŝƚŚĚƌĂǁƐĂƉĂLJŵĞŶƚŝŶƐƚƌƵĐƚŝŽŶǁŚŝĐŚŚĂƐŶŽƚďĞĞŶĐŽŵƉůĞƚĞĚ͘^ƵĐŚǁŝƚŚĚƌĂǁĂůŵĂLJďĞƌĞŐĂƌĚĞĚĂƐĂďƌĞĂĐŚŽĨƚŚĞĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞƉĂLJĞƌĂŶĚƚŚĞďĞŶĞĨŝĐŝĂƌLJ͘
• ϱ͘ dŚĞƉĂLJĞƌĐĂŶŶŽƚĂƵƚŚŽƌŝƐĞĨŽƌƉĂLJŵĞŶƚĂŚŝŐŚĞƌĂŵŽƵŶƚƚŚĂŶƚŚĞĨƵŶĚƐĂǀĂŝůĂďůĞĂƚƚŚĞƉĂLJĞƌ͛ƐĂĐĐŽƵŶƚĂƚƚŚĞƚŝŵĞŽĨƉĂLJŵĞŶƚ͘dŚĞƉĂLJĞƌΖƐďĂŶŬǁŝůůŶŽƌŵĂůůLJƉĞƌĨŽƌŵĂǀĞƌŝĨŝĐĂƚŝŽŶŽĨ ĂǀĂŝůĂďůĞĨƵŶĚƐƉƌŝŽƌƚŽƚŚĞĂĐĐŽƵŶƚďĞŝŶŐĐŚĂƌŐĞĚ͘/ĨƚŚĞĂĐĐŽƵŶƚŚĂƐďĞĞŶĐŚĂƌŐĞĚǁŝƚŚĂŶĂŵŽƵŶƚŚŝŐŚĞƌƚŚĂŶƚŚĞĨƵŶĚƐĂǀĂŝůĂďůĞ͕ƚŚĞĚŝĨĨĞƌĞŶĐĞƐŚĂůůďĞĐŽǀĞƌĞĚďLJƚŚĞƉĂLJĞƌ ŝŵŵĞĚŝĂƚĞůLJ͘
• ϲ͘ dŚĞƉĂLJĞƌΖƐĂĐĐŽƵŶƚǁŝůůďĞĐŚĂƌŐĞĚŽŶƚŚĞŝŶĚŝĐĂƚĞĚĚĂƚĞŽĨƉĂLJŵĞŶƚ͘/ĨƚŚĞĚĂƚĞŽĨƉĂLJŵĞŶƚŚĂƐŶŽƚďĞĞŶŝŶĚŝĐĂƚĞĚŝŶƚŚĞĂƵƚŚŽƌŝƐĂƚŝŽŶĨŽƌĚŝƌĞĐƚĚĞďŝƚŝŶŐ͕ƚŚĞĂĐĐŽƵŶƚǁŝůůďĞĐŚĂƌŐĞĚĂƐ ƐŽŽŶĂƐƉŽƐƐŝďůĞĂĨƚĞƌƚŚĞďĞŶĞĨŝĐŝĂƌLJŚĂƐĚĞůŝǀĞƌĞĚƚŚĞŝŶƐƚƌƵĐƚŝŽŶƐƚŽŝƚƐďĂŶŬ͘dŚĞĐŚĂƌŐĞǁŝůůŶŽƚ͕ŚŽǁĞǀĞƌ͕ƚĂŬĞƉůĂĐĞĂĨƚĞƌƚŚĞĂƵƚŚŽƌŝƐĂƚŝŽŶŚĂƐĞdžƉŝƌĞĚĂƐŝŶĚŝĐĂƚĞĚĂďŽǀĞ͘WĂLJŵĞŶƚǁŝůů ŶŽƌŵĂůůLJďĞĐƌĞĚŝƚĞĚƚŚĞďĞŶĞĨŝĐŝĂƌLJΖƐĂĐĐŽƵŶƚďĞƚǁĞĞŶŽŶĞĂŶĚƚŚƌĞĞǁŽƌŬŝŶŐĚĂLJƐĂĨƚĞƌƚŚĞŝŶĚŝĐĂƚĞĚĚĂƚĞŽĨƉĂLJŵĞŶƚͬĚĞůŝǀĞƌLJ͘
• ϳ͘ /ĨƚŚĞƉĂLJĞƌΖƐĂĐĐŽƵŶƚŝƐǁƌŽŶŐĨƵůůLJĐŚĂƌŐĞĚĂĨƚĞƌĚŝƌĞĐƚĚĞďŝƚŝŶŐ͕ƚŚĞƉĂLJĞƌΖƐƌŝŐŚƚƚŽƌĞƉĂLJŵĞŶƚŽĨƚŚĞĐŚĂƌŐĞĚĂŵŽƵŶƚǁŝůůďĞŐŽǀĞƌŶĞĚďLJƚŚĞĂĐĐŽƵŶƚĂŐƌĞĞŵĞŶƚĂŶĚƚŚĞ&ŝŶĂŶĐŝĂů ŽŶƚƌĂĐƚƐĐƚ͘

KǀĞƌĚƵĞĂŶĚŵŝƐƐŝŶŐƉĂLJŵĞŶƚƐ͗KǀĞƌĚƵĞƉĂLJŵĞŶƚƐǁŝůůďĞĐŚĂƌŐĞĚǁŝƚŚŝŶƚĞƌĞƐƚĂƚƚŚĞĂƉƉůŝĐĂďůĞƌĂƚĞƵŶĚĞƌƚŚĞEŽƌǁĞŐŝĂŶĐƚŽŶ/ŶƚĞƌĞƐƚŽŶKǀĞƌĚƵĞWĂLJŵĞŶƚƐŽĨϭϳĞĐĞŵďĞƌϭϵϳϲŶŽ͘ϭϬϬ͕ ǁŚŝĐŚĂƚƚŚĞĚĂƚĞŽĨƚŚĞWƌŽƐƉĞĐƚƵƐŝƐϴ͘ϬϬйƉĞƌĂŶŶƵŵ͘^ŚŽƵůĚƉĂLJŵĞŶƚŶŽƚďĞŵĂĚĞǁŚĞŶĚƵĞ͕ƚŚĞKĨĨĞƌ^ŚĂƌĞƐĂůůŽĐĂƚĞĚǁŝůůŶŽƚďĞĚĞůŝǀĞƌĞĚƚŽƚŚĞĂƉƉůŝĐĂŶƚ͕ĂŶĚƚŚĞDĂŶĂŐĞƌƌĞƐĞƌǀĞƚŚĞƌŝŐŚƚ͕ ĂƚƚŚĞƌŝƐŬĂŶĚĐŽƐƚŽĨƚŚĞĂƉƉůŝĐĂŶƚ͕ƚŽĐĂŶĐĞůĂƚĂŶLJƚŝŵĞƚŚĞƌĞĂĨƚĞƌƚŚĞĂƉƉůŝĐĂƚŝŽŶĂŶĚƚŽƌĞͲĂůůŽƚŽƌ͕ĨƌŽŵƚŚĞƚŚŝƌĚĚĂLJĂĨƚĞƌƚŚĞWĂLJŵĞŶƚĂƚĞ͕ŽƚŚĞƌǁŝƐĞĚŝƐƉŽƐĞŽĨŽƌĂƐƐƵŵĞŽǁŶĞƌƐŚŝƉƚŽƚŚĞ ĂůůŽĐĂƚĞĚKĨĨĞƌ^ŚĂƌĞƐ͕ŽŶƐƵĐŚƚĞƌŵƐĂŶĚŝŶƐƵĐŚŵĂŶŶĞƌĂƐƚŚĞDĂŶĂŐĞƌŵĂLJĚĞĐŝĚĞ;ĂŶĚƚŚĞĂƉƉůŝĐĂŶƚǁŝůůŶŽƚďĞĞŶƚŝƚůĞĚƚŽĂŶLJƉƌŽĨŝƚƚŚĞƌĞĨƌŽŵͿ͘dŚĞŽƌŝŐŝŶĂůĂƉƉůŝĐĂŶƚǁŝůůƌĞŵĂŝŶůŝĂďůĞĨŽƌ ƉĂLJŵĞŶƚŽĨƚŚĞKĨĨĞƌWƌŝĐĞĨŽƌƚŚĞKĨĨĞƌ^ŚĂƌĞƐĂůůŽĐĂƚĞĚƚŽƚŚĞĂƉƉůŝĐĂŶƚ͕ƚŽŐĞƚŚĞƌǁŝƚŚĂŶLJŝŶƚĞƌĞƐƚ͕ĐŽƐƚƐ͕ĐŚĂƌŐĞƐĂŶĚĞdžƉĞŶƐĞƐĂĐĐƌƵĞĚ͕ĂŶĚƚŚĞŽŵƉĂŶLJĂŶĚͬŽƌƚŚĞDĂŶĂŐĞƌŵĂLJĞŶĨŽƌĐĞ ƉĂLJŵĞŶƚŽĨĂŶLJƐƵĐŚĂŵŽƵŶƚŽƵƚƐƚĂŶĚŝŶŐ͘