Frøy ASA

Investor Presentation • Oct 5, 2021

Frøy ASA Company presentation October 2021

Important notice

This presentation (the "Presentation") has been prepared by Frøy ASA (the "Company" and together with its subsidiaries (the "Group"). This Presentation has been prepared for information purposes only. This Presentation does not constitute an offer to buy or subscribe for any shares in the Company.

This Presentation speak only as of its date, and the views expressed are subject to change based on a number of factors, including, without limitation, macroeconomic and equity market conditions, investor attitude and demand, the business prospects of the Group and other specific issues. This Presentation and the conclusions contained herein are necessarily based on economic, market and other conditions, as in effect on, and the information available to the Company as of, its date. This Presentation does not purport to contain a complete description of the Group or the market(s) in which the Group operates, nor does it provide an audited valuation of the Group. The analyses contained in this Presentation are not, and do not purport to be, appraisals of the assets, stock or business of the Group or any other person.

Neither the Company nor any of its affiliates (nor any of its or their respective directors, officers, employees, professional advisers or representative) makes any representation or warranty, express or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of such information. No responsibility or liability (whether in contract, tort or otherwise) is or will be accepted by the Company or any of its affiliates (or any of its or their respective directors, officers, representatives, employees, advisers or agents) as to, or in relation to, this Presentation.

This Presentation contains forward looking information. The words "believe", "expect", "could", "may", "anticipate", "intend" and "plan" and similar expressions identify forward-looking statements. All statements other than statements of historical facts included in this Presentation are forward-looking statements. Such forwardlooking statements involve known and unknown risks, uncertainties and other factors which may cause the Group's actual results, performance, achievements and value to be materially different from any future results, performance, achievements or values expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. No warranty or representation is given by the Company as to the reasonableness of these assumptions. Further, certain forward-looking statements are based upon assumptions of future events that may not prove to be accurate.

This Presentation is governed by and shall be construed in accordance with Norwegian law with Oslo District Court as legal venue.

This is Frøy

Leading competence and infrastructure partner to the salmon farming industry

Provider of businesscritical salmon farming services

Frøy assists salmon farmers with maintaining efficient day-to-day farming operations at sea.

Team of approx. 700 aqua service professionals and a modern fleet of 85 vessels1

Long term partner with salmon farmers

+20-year track record of creating new efficient and sustainable aqua service solutions in cooperation with salmon farmers

Long term contracts - NOK 6.300 million backlog incl. options.

i i i i Scalable operational platform with multiple growth initiatives

Ongoing newbuild program est. minimum EBITDA contribution of NOK 250-310m

In dialogue with clients regarding new projects

Opportunistic approach to M&A

Returning capital to shareholders

Dividend policy backed by long term contracts and high cash conversion

Ambition to pay minimum 50% of net profit as dividend when NIBD/EBITDA on a fully invested basis is at or below 3.5x

1) Including newbuilds and chartered vessels.

Frøy service offering

Delivering solutions to salmon farmers to control biological risk and maximize efficiency at sea

Fish logistics

• Safe and efficient transport of live salmon
• Sorting, counting and biomass control
• Feed and cargo transport

Fish health

• Removal of sea lice and disease treatment
• Cleaning of nets to ensure optimal growth conditions for the fish
• Disinfection of farming sites after the end of a production cycle

Infrastructure services

• Installation of new sites, moorings, nets and other site infrastructure
• Maintenance and inspection of installed sites

+20 years track record

Building footprint and competence

Established in the global epicentre for aquaculture

Started up in 1997 on the island Frøya

Based on long-term cooperation with global leading salmon farmers

Built to deliver more effective and sustainable solutions for salmon farming

Continuous improvements driven by operational experience, innovation and cooperation Widened scope and scale of services supporting the increasingly complex farming operations

In-house competence accumulated over 20 years of operations

Team of approx. 700 aqua service specialists

In-house training and sharing of best practice

Local experts in all Norwegian salmon farming regions

Broad service offering across production areas

Local expertise and scale benefits

700

Aqua service experience a stability detached from salmon prices

Stable historical return profile in the industry

Business critical services for salmon farmers

Barriers to entry due to benefits of scale and scope combined with increasing complexity of operations

Notes: (1) Weekly Oslo FCA (free carrier) volume weighted average of sizes NOK/kg excluding export margin (2) Company calculations: Reported figures for Frøy, Rostein, Sølvtrans, Dess Aqua, Aquaship, Intership, Brønnbåt Nord, Nordlaks, Seistar

Diversified revenue model

Disciplined focus on long-term contracts

Diversified portfolio of services, geographies and clients to secure high utilization and stable margins and profitability

Fixed contracts with potential for add-on sales

Framework agreements

• Mainly smaller aqua services vessels
• Typical services include regular maintenance operations;
• Cleaning of nets/pens
• Inspections
• Other maintenance

Time charter agreements

• Mainly larger services vessels and wellboats
• Typically, 3-8-year contracts
• Wellboat newbuilds
• 5 8 year contracts

Notes: Revenue split excl. fuel and other reinvoiced costs. Disaggregation of proforma revenues to be found in Frøy ASA prospectus released 17 March 2021 – chapter 12.7.

Total backlog including options of NOK 6.3 bn.

Backlog breakdown

• Total fixed revenue commitments of more than NOK 3.9 billion
• Wellboat fleet with weighted avg. fixed backlog coverage of approx. 5 years1
• Total options of more than NOK 2.4 billion

Additional visibility from framework agreements - not included in the backlog

• Only framework agreements with minimum value clauses are included in the backlog

Source: Company information 1) Calculated as of 30.06.21, weighting based on m3 capacity per vessel

Backlog (NOKm)

Growth plan backed by newbuilds on long term contracts

6 new wellboats and 9 service vessels Scheduled for delivery 2021-2023

Based on Frøy target minimum ROE requirement of 10-18% Est. minimum EBITDA NOK 250- 310m from newbuilds

5- 8 years fixed contracts On all wellboat newbuilds

Newbuild program 2021-2023

Service

+ 17%

Addition to current # vessels

Wellboat

+ 46%

Addition to current # vessels

Multiple trends supporting continued industry growth

Underlying volume growth in salmon farming

Increased size and complexity of farming operations

Farming in more exposed locations

Frøy offer specialist competence and modern equipment for increasingly complex farming operations

New Frøysund built in 2019 vs old Frøysund built in 2012

11

Delivering solutions for the next generation salmon farming

Frøy to expand based on its competitive advantages

Installation work – Arctic Offshore Farming Anchoring, installation of nets, ROV services, diving operations ++

Robust operational platform

Knowledge base from 700 dedicated aqua service professionals

Benefits of scope – Full-service capabilities

Efficient operations

Cost leadership through benefits of scale and efficient operational platform

Maintain new and modern asset base

Long term partnerships

20 years track record in the industry

Learn, work and cooperate with the best

Key strategic priorities

Profitable growth Minimum ROE of 10-18%

Cement position as the leading and preferred aqua service partner

Continuously develop new efficient and sustainable solutions for the ocean space

Return cash to shareholders

Ambition to deliver competitive, growing and predictable dividends

Capital allocation

Illustrative cash conversion1

Minimum dividend % of net profit..

..when the fully invested NIBD/EBITDA is at or below

Appendix

Share information 30.06.21

Total number of shares

• 86 348 605 shares outstanding

Total number of shares owned by 20 largest shareholders

• 88 % of total number of shares outstanding

Name of shareholder	No. of shares	%
NTS ASA	62 269 112	72,1 %
State Street Bank and Trust Comp	4 454 034	5,2 %
HSBC Bank Plc	1 119 098	1,3 %
Gåsø Næringsutvikling AS	819 672	0,9 %
The Northern Trust Comp, London Br	755 022	0,9 %
Amble Investment AS	631 147	0,7 %
Skandinaviska Enskilda Banken AB	600 000	0,7 %
Trøndelag Helgeland Invest AS	597 809	0,7 %
Torgnes AS	570 000	0,7 %
Skipsinvest AS	549 180	0,6 %
BNP Paribas Securities Services	507 030	0,6 %
Verdipapirfondet Fondsfinans Norge	433 863	0,5 %
Verdipapirfondet Pareto Investment	420 000	0,5 %
The Bank of New York Mellon SA/NV	413 132	0,5 %
Skandinaviska Enskilda Banken AB	350 000	0,4 %
Aars AS	327 868	0,4 %
GH Holding AS	327 868	0,4 %
LIN AS	327 868	0,4 %
J.P. Morgan Securities PLC	284 491	0,3 %
Credit Suisse (Luxembourg) S.A.	263 059	0,3 %
Total 20 largest shareholders	76 020 253	88,0 %
Total Other	10 328 352	12,0 %
Total number of shares	86 348 605	100,0 %

Non-IFRS financial measures / Alternative Performance Measures

• The non-IFRS financial measures/APMs presented herein are not measurements of performance under IFRS or other generally accepted accounting principles and investors should not consider any such measures to be an alternative to: (a) operating revenues or operating profit (as determined in accordance with IFRS or other generally accepted accounting principles), as a measure of the Groupʹs operating performance; or (b) any other measures of performance under generally accepted accounting principles. The non-IFRS financial measures/APMs presented herein may not be indicative of the Groupʹs historical operating results, nor are such measures meant to be predictive of the Groupʹs future results.
• The Company believes that the non-IFRS measures/APMs presented herein are commonly reported by companies in the markets in which it competes and are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation, amortisation and impairment, which can vary significantly depending upon accounting methods (particularly when acquisitions have occurred), business practice or based on non-operating factors. Accordingly, the Group discloses the non-IFRS financial measures/APMs presented herein to permit a more complete and comprehensive analysis of its operating performance relative to other companies and across periods, and of the Groupʹs ability to service its debt. Because companies calculate the non-IFRS financial measures/APMs presented herein differently, the Groupʹs presentation of these non-IFRS financial measures/APMs may not be comparable to similarly titled measures used by other companies.
• The non-IFRS financial measure/APMs are not part of the Companyʹs consolidated financial statements and are thereby not audited. The Company can give no assurance as to the correctness of such non-IFRS financial measures/APMs and investors are cautioned that such information involve known and unknown risks, uncertainties and other factors, and are based on numerous assumptions. Given the aforementioned uncertainties, prospective investors are cautioned not to place undue reliance on any of these non-IFRS financial measures/APMs.

APMs and Key Figures

Non-IFRS financial measures / Alternative Performance Measures

• EBITDA is defined as total revenue less operating expenses (direct expenses, employee benefit expenses and other operating expenses).
• EBITDA is used by the management as measure the Groupʹs ability to service debt and finance investments. Management believes the measure enables an evaluation of operating performance and a basis to allocate resources to the segment.

Reconciliation of EBITDA – NOK millions

NOKm	2020
Total revenue	1561
Direct expenses	221
Employee benefit expenses	456
Other operating expenses	299
EBITDA	585

18