Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Masoval AS Investor Presentation 2021

Jun 17, 2021

3661_rns_2021-06-17_193bd46d-d0b6-429e-a0d6-2faa09fef28e.pdf

Investor Presentation

Open in viewer

Opens in your device viewer

Company Presentation

June 2021

Presenting team

Successfully raised NOK 300m to support ongoing growth initiatives

Sources NOKm Key comment Planned capital expenditure going forward (NOKm)1)
Equity ~300
Net proceeds from primary issue
Maintenance
Growth
668
Total Sources ~300
Uses NOKm Key comment

Investments to utilize new MAB

Acquisitions Q1-2021

New post-smolt facility

General corporate purposes
~300
Investments in biomass, sites and service capacity to utilize
acquired 2020 auction capacity and new educational
license

Acquisitions of 2.07 licenses in PO6, seasoned sales
organization and processing facility, and service company

Phase 1 of Skjelvika Post-smolt project initiated in 2020,
possibility to expand facility further
Recent M&A

Pure Norwegian Seafood (65%)

Pure Farming (100%)

Gunnar Espnes (remaining 34%)

Måsøval Fishfarm (remaining 36%)

Stokkøy Skjell (100%)
Total Uses ~300 143
128
86
84
Remaining capex above NOK 300m is considered to
be funded by operating cash flow and debt financing 2021
2022
2023
2024
2025

Måsøval at a glance

1) Licenses granted, pending investment decision due to ongoing negotiations with suppliers – hence, not currently included in capex plan 4

A pioneer in salmon since 1973, with a strong growth history and outlook

1) Licenses granted, pending investment decision due to ongoing negotiations with suppliers – hence, not currently included in capex plan 5

Strong farming operations with a focus on fish health and growth

Stellar operational track-record…

12 month rolling mortality rate as a % of fish stock

… yielding improved efficiency…

Key investment highlights

Valuable license portfolio and attractive sites with capacity to optimize operations across sites 1

A growing license portfolio with large potential

  • Total owned license portfolio with 9,760 tonnes MAB after auction round in 2020 (added ~2,000 tonnes) and recent M&A (added 780 tonnes) in 2021
  • Additional 2,340 tonnes currently operated by Måsøval under agreements
  • 3,120 tonnes granted in connection with Aqua Semi development project which can be utilized subject to execution of the project
  • Site capacity of 41,340 across farming sites giving high flexibility to optimize farming
  • Application pending for three exhibition licenses, each of 780 tonnes MAB

1) Four development licenses grated which can be used contingent on development of Aqua Semi project; 2) Leased 2021-2031; 3) Owned by Aquagen, operated by Måsøval receiving ~47.5% of the value generation; 4) Based on quarterly reports 8

Several growth initiatives recently finalized to accelerate production growth and build a more comprehensive operational platform 2

Recently executed growth initiatives…

…to strengthen platform for profitable growth

Four development licenses granted for the Aqua Semi project - a semi-closed farming unit 2

Targeting ~21,300 tonnes harvest in 2022 - with further growth potential from executing the Aqua Semi project 2

1) Licenses granted, pending investment decision due to ongoing negotiations with suppliers – hence, not currently included in capex plan 11

Integrated value chain capturing value generation from end to end

Smolt production Salmon farming Processing

3

  • Strong relationship with Aquagen for delivery of quality salmon roe
  • Smolt to execute on growth plan secured through two in-house production facilities and suppliers
  • Proximity to high quality fresh water and an experienced team have enabled a strong production track-record with an efficient cost structure
  • Ongoing development of a post-smolt facility at Frøya

  • Ideal farming conditions across 15 salmon production sites in the southern part of Trøndelag and Nordmøre

  • Total available MAB capacity of 12,100 tonnes (ordinary and other)
  • Additional 3,120 capacity granted as development licenses from Aqua Semi
  • In-house sea lice treatment assets to manage efficient treatments
  • Track-record of high utilisation and yield

  • Processing handled in-house (PNS) and through external parties

  • In process of moving most processing in-house by 2023
  • ~23,000 tonnes capacity per annum at in-house facility located at Averøy outside of Kristiansund
  • Potential to upgrade facility up to 30,000 tonnes capacity per annum with smaller investments

Sales and distribution

  • Sales and distribution setup in-house through PNS, in addition to sales through Seaborn and Norway Royal Salmon
  • In process of moving most sales / distribution in-house by 2022
  • Måsøval's high quality salmon together with strong branding and customer relationships of PNS supportive of increased price achievement

Capturing additional value generation from Måsøval's premium salmon 3

Ideally positioned to develop and market premium products through the acquisition of Pure Norwegian Seafood (PNS) - driving increase in price achievement

    • PNS produces high-end quality products which are sold through well established export routes with a predominant European focus
  • Måsøval is planning to roll over most distribution to PNS. The move is a step in a strategy to move production from "commodity" to quality branding

Impact on EBIT / kg from acquisition of PNS

Large potential to increase EBIT / kg from increasing price achievement from premium products

Substantial reduction in production cost in recent years

Historical production cost development and medium-term target (NOK / KG, HOG)

4

Improved biological performance

Key drivers

  • Increased focus and investment in fish welfare have significantly reduced mortality
  • Increase in average smolt size from new postsmolt facility expected to further improve mortality and increase growth

Increased operational productivity

  • Critical mass in farming operation with sufficient capacity to optimize operations and harvest timing have improved efficiency and increased volume
  • Recently executed growth initiatives to further scale operations and fixed costs

Value chain efficiency

▪ Further potential to increase efficiency by controlling and optimizing the value chain from end-to-end

Seasoned management with extensive experience from salmon farming… 4

CEO (since 2015) Joined Måsøval in 2013

Past experience from management positions in Gilde, House of Beauty and BEWI

CFO (since 2019) Joined Måsøval in 2019

Overview of Måsøval management team

Past experience from senior management positions in Coop and Brødrene Dahl

Gunnar Aftret

Head of Service Joined Måsøval in 2014

Past experience as operations manager in Hydro Seafood and Marine Harvest

Head of Communications Joined Måsøval in 2020 Past leadership experience from the public sector

Head of Farming / Sea Joined Måsøval in 2010

Head of Sales and Logistics

Background as marine biologist

Joined Måsøval in 2014

+30 years from the fish farming industry, including 10 years experience within feed

Lars Jørgen Ulvan Henny Førde

Head of Smolt

Joined Måsøval in 2019

Background as a biologist with experience from Atlantic Cod and as CEO in Nordland Rensefisk

Head of Fish Health

Joined Måsøval in 2019

Background within fish welfare / aqua medicine including manager position in Åkerblå

Proven track-record, drive and integrity to succeed as a listed entity

…and a strongly committed Board of Directors with industry experts

Overview of Board of Directors

4

Current owner

Chairman

Third generation Måsøval in this position

Board member

Previous CEO in Norway Royal Salmon and Scandbio, in addition to numerous board positions

Deputy board member Current owner Third generation Måsøval in this position

Board member

CFO in Norway Royal Salmon in addition to a number of board

positions

Board member

Current COO at Laxar with broad experience from various leadership positions within aquaculture

Arnfinn Aunsmo Kari S. Moe

Board member

+20 years experience as legal counsel in addition to a number of board positions across industries

Strong roots as a well managed family business for three generations

Strong outlook for salmon farming driven by underlying megatrends creating significant long-term growth potential 5

Source: FishForward EU; Statista; United Nations – Population Division; Over world in data - Food production is responsible for one-quarter of the world's greenhouse gas emissions; Nielsen 17

Multiple additional avenues to further growth and value generation 6

Tangible opportunities to increase harvest volumes

Proven history of identifying and materialising attractive growth opportunities

1) Licenses granted, pending investment decision due to ongoing negotiations with suppliers – hence, not currently included in capex plan 18

6.0

Harvest volumes, in tonnes HOG

Key harvest figures and financials

Harvested volume (HOG tonnes) – annually Operational EBIT/kg (NOK/kg) – annually

  • Gradual increase in harvest volumes from ~7.9kt HOG in 2017 to ~16.3kt HOG in 2020
  • Increase in harvest volumes from 2017 to 2018 due to co-location agreement with Aquagen (perpetual agreement)
  • Måsøval has experienced a steady increase in harvest volumes as a result of i) healthier and more robust smolt ii) improved vaccine strategies and good health control iii) continuous improvement of the handling and treatment of fish at sea and iv) high MAB utilization within current licenses

  • Måsøval achieved an EBIT/kg of ~13.6 NOK in 2020 and 12.61) NOK in Q1'21

  • 2020 EBIT/kg impacted negatively in particular by the last two quarters in 2020 due to i) considerably lower achieved market prices and ii) harvesting salmon at lower weights
  • Overall, Måsøval has good biological control with i) historically low mortality rates, ii) good growth rates on the biomass at sea and iii) considerable utilization of the maximum allowable biomass, all impacting high reported EBIT/kg

Financial targets

2020 (full-year) Medium-term targets
Cost/kg NOK ~39.2/kg
NOK ~37/kg

Continued focus on delivering best-in-class cost performance
Leverage
(NIBD/kg LTM)
NOK ~48/kg
(NOK ~66 PF NIBD/kg per
Q1-21 after the Transaction)

NOK ~30/kg

Flexibility to pursue M&A opportunities and maintenance of dividend capacity
Capex NOK ~570m
(whereof NOK 45m
maintenance capex)

Reference to slide 9 for capex plan

Maintenance capex expected to NOK ~65-85m of total capex

Growth capex expected to increase depending on investment decision of Aqua Semi
Dividends ~65% pay-out ratio
In the short-term, dividends will be impacted by available growth investments

Surplus liquidity to be paid as cash dividends and/or share buybacks

Key investment highlights

23

Attractive outlook for Norwegian salmon farming with increasing prices

Strong outlook for the salmon farming industry with Norway as the leading nation Annual historic growth of +6.3% since 2010

Increasing demand outpacing supply growth providing continued high price prospects

Attractive growth outlook driven by additional licenses and industry innovation

Prices expected to pick up due to continued growth in retail and rebound in the horeca market, making demand exceed supply

Automation and digitalization to drive value chain efficiency, increasing the value generation in the industry

Attractive traffic light system which enables coordinated, sustainable production growth

Måsøval has a proud legacy - 50 years of organic growth and strategic M&A

1973 –
2003
2003 –
2010
2011 –
2021
Established local salmon farmer Initial expansion and establishing Accelerating expansion, strong partnerships, integrating value chain, establishing a
smolt capacity significant regional player positioned for continuous growth

Located in one of the best production regions in Norway - with most sites in production area 6

1

Trøndelag and Frøya stand out as two of the best areas in Norway for Salmon farming, and Måsøval holds an attractive position

Providing pristine conditions for high growth while keeping good fish health and low disease rates

Recent acquisition of 2,000 tonnes MAB in auction round – prices indicate that Måsøval's region is among the most valuable in Norway

3

Track-record of delivering quality smolt through own facilities and sourcing from highly regarded suppliers Smolt production Salmon farming Processing Sales and distribution

Måsøval Åsen overview

  • Facility from late 1980s which has been modernised over the years, including a vaccination station in 2017
  • Operated by an experienced team of 8 employees
  • Proven track-record of continuously delivering >2.5 million quality smolt per year
  • Flow through technology leveraging natural water source of high quality

Total in-house production2)

Avg. size in grams Million smolt produced p.a.

Flexibility to optimize farming operation through own production and partnerships

Smolt supply

Strong relationships with smolt suppliers for +5 years

In aggregate, agreements to source up to ~3.5 million smolt to boost flexibility in own operations

facility

A second fully owned facility, Måsøval Laksåvika, at Hitra with a production capacity of ~2.7 million smolt per year4)

Salmon roe sourced from Aquagen for over 10 years Proven track-record of generating strong fish stock Favourable sourcing conditions and strong partnership under operations agreement of Aquagen licenses

~5 million smolt3) capacity across own facilities | >98.5% survival rate 60 days after transfer to sea

1) Acquired by Måsøval in 2019 – agreement to supply previous owners with ~50% of production out 2021; 2) Includes Måsøval Åsen production prior to acquisition; 3) Including capacity of Måsøval Laksåvika facility; 4) Production post Jan-2024 pending outcome of ongoing process with regulator regarding use of a dam in Laksåvatnet as a fishing barrier 28

3

Strong biological and operational track-record…

12 month rolling mortality rate as a % of fish stock Måsøval is amongst the Norwegian farmers with the lowest mortality and highest yield

  • Mortality is a key indicator to evaluate fish health in seawater farming
  • Focus on fish welfare and favourable biological conditions have resulted in falling mortality and increasing yield
  • Agile and well-planned operations enable high utilization throughout the year
  • Måsøval has an experienced and competent organization, as well as control over an efficient value chain which ensures that farming operations are continuously running smoothly
  • In 2020 Måsøval was able to harvest ~50% more salmon per license than the Norwegian average
  • Fish welfare strategy and stocking of larger smolt through new post-smolt facility expect to further boost yield as fish is kept shorter in the sea and only undergoes one sea lice cycle

salmon prices for each weight class, weighted for share of Måsøval fish volume sold in each class; 3) Måsøval price achieved at harvesting plant plus NOK 0.5 for logistics to Oslo and NOK 0.3 for cost of sales | Source: Fiskeridirektoratet; Fishpool

30

Smolt production Salmon farming Processing Sales and distribution

3

Well positioned to develop and market premium products from controlling the value chain…

Inhouse processing and sales increase margin potential from developing products with premium prices and improved efficiency

Scalable investments completed in recent years to support growth

Well invested platform which has delivered attractive production and good fish welfare, with room for additional growth

32

Ongoing process to establish a post-smolt facility on Frøya to further improve operational capacity

First post-smolt expected released

in Q1 2024

▪ Application pending to develop a 1,000 tonnes biomass facility, expected approved during 2021

Retro-fit in existing facility

  • Existing facility already acquired
  • Facility to be upgraded with modern flow through technology in phase 1 before being ready for operation
  • Potential to expand facility capacity in a phase 2

Improved biology and operation

▪ Larger fish at release to reduce time in sea, improve license utilisation and lower risk

Capital requirement1)

  • Phase 1: Upgrade existing facility: NOK 25m
  • Phase 2: Expand facility capacity: NOK 40m

Strong relationships to industry leading suppliers and partners

Continuous work to reduce footprint and farm sustainably

Ongoing process to review and map impact areas to find improvement measures on sustainability

Corporate structure

1) Agreement to acquire 65.0% subject to certain closing conditions 2) Agreement to acquire 100.0% subject to satisfactory due diligence 3) Currently owning 66.0%, agreement to acquire 34.0% subject to certain closing conditions 4) Currently owning 63.9%, agreement to acquire 36.1% subject to certain closing conditions 36

Capex effective business model and attractive financial profile results in a high cash generation

Q1 2021 financials and pro-forma net interest bearing debt

Q1 2021 vs. Q1 2020 comparison Comments

Key figures (in NOKm) Metric Q1'20 Q1'21
Net harvested volume HOG tonnes 2,678 1,829
Sales price Per kg 68.4 55.9
Production cost (all-in) Per kg 39.3 43.31)
EBIT/kg Per kg 29.1 12.61)
Total operating income " 192 113
Total operating expenses " 121 91
EBITDA " 84 34
EBIT " 70 22
Profit for the year " 52 13
PF NIBD (before equity raise) Metric Q1'21
Long-term lease liabilities " 133
Long-term liabilities to credit institutions " 502
Short-term liabilities to credit institutions " 159
Cash and cash equivalents " 17
NIBD " 776
Upcoming payments related to recent M&As at IPO closing " 514
Roll-over NIBD from acquired companies " 18
Pro-forma NIBD " ~1,309
  • Decrease in volumes in Q1 2021 compared to Q1 2020, mainly due to build-up of biomass to utilise 2,000 tonnes MAB bought in Q3 2020
  • Q1 2021 EBIT/kg affected by lower growth in biomass and lower harvesting volumes than previous quarters
  • Falling spot prices during mid-end of 2020 impacted overall sales price negatively for the whole sector
  • Able to produce a high share of superior share of salmon in both quarters, at ~95%, showcasing i.a. good biology and limited impact of winter wounds
  • Q1 2021 net interest bearing debt of NOK 776m and a pro-forma net interest bearing debt of NOK ~1,309m, accounting for upcoming payments related to recent acquisitions (i.a. Pure Norwegian Seafood, Pure Farming, minority roll-up) and debt roll-over

Måsøval has produced competitive cost-levels the last 3 years with 2020 figures being considerably lower than key peers

  • Gradual decline in production costs to ~39 NOK/kg HOG in 2020, considerably outperforming other salmon farmers in Norway
  • Production cost in 2020 impacted positively due to very good production results of the 19G, with good fish quality, harvest weights and cost control
  • Increased smolt costs in 2019 due to larger release weights for the 19 generation
  • Investments in new technology and automation, and increased volumes going forward is expected to decrease production costs in the medium-term
  • Going forward, management expects costs to decrease due to i.a.
  • Economies of scale due to higher volumes
  • Own sales and processing facilities
  • Continuous improvement in fish health and welfare
  • Improvements in stocking strategy with smolt and post-smolt

Limited seasonal variation in working capital levels

Net working capital development in 2020 (NOKm)

41 Note: Working capital development excludes inventory (fair value adjustments related to biomass)

Consolidated financial information – Profit & loss statement

P&L (in NOKm) Metric 2017 2018 2019 2020 Q1 2021
Net harvested volume HOG tonnes 7,909 13,203 15,435 16,253 1,829
Sales price Per kg 59.7 57.0 53.9 52.8 55.9
Production cost (all-in) Per kg 48.6 41.7 41.7 39.2 43.31)
EBIT/kg Per kg 11.1 15.2 12.2 13.6 12.601)
Revenue salmon " 472 761 832 861 102
Other operating income " 31 52 56 67 10.8
Total operating income " 503 813 888 928 113
Costs related to feed " 162 216 241 285 44
Processing & transport " 32 53 57 58 9.8
Other operating expenses " 182 279 354 314 25
Total operating expenses " 377 548 653 656 79
EBITDA " 126 265 235 272 34
Depreciation " 38 64 48 51 11
Operational EBIT " 87 201 188 221 23
Production tax " 0.7
EBIT " 87 201 188 221 22
Net total interest expenses/income " 4 28 10 -43 4
Interest to associated companies " 0 0 20 22 1
EBT " 84 173 157 242 17
Income tax expense " 17 38 35 43 4
Profit for the year " 67 135 122 199 13

Consolidated financial information – Balance sheet

Assets (in NOKm) Metric 2017 2018 2019 2020 Q1 2021
Licenses " 266 266 284 777 777
Goodwill " 0 0 17 13 13
Total intangibles " 266 266 301 790 790
Property, plant and equipment " 229 209 288 315 312
Investments in associated companies & other " 7 7 8 4 4
Total tangible non-current assets " 236 216 296 319 316
Total non-current assets " 501 482 597 1,109 1,106
Inventories feed and packaging " 8 8 8 9 9
Biomass " 299 327 319 353 412
Accounts receivable " 15 52 34 98 72
Other receivables " 44 26 44 77 53
Cash and cash equivalents " 32 185 128 21 17
Total current assets " 398 597 534 558 563
Total Assets " 900 1,079 1,131 1,668 1,670
Equity " 280 355 412 486 498
Minorities " 8 8 9 6 7
Total equity " 289 364 421 492 505
Deferred tax liabilities " 66 69 71 77 81
Lease liabilities " 0 95 89 89 133
Liabilities to credit institutions " 472 344 333 509 502
Total long-term liabilities " 538 508 492 675 716
Short term liabilities to credit institutions " 0 22 1 199 159
Accounts payables " 28 48 71 66 93
Tax payable " 1 27 24 13 1
Public tax payable " 3 4 7 14 9
Liabilities to group (dividends) " 20 44 13 148 150
Other short-term liabilities " 22 63 103 61 37
Total short-term liabilities " 73 207 219 501 449
Total liabilities and provisions " 611 715 711 1176 1164
Total equity and liabilities " 900 1,079 1,131 1,668 1,670

Disclaimer/important information (1/2)

THIS PRESENTATION AND ITS CONTENTS ARE STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS PRESENTATION IS NOT AN OFFER OR INVITATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION.

This presentation (the "Presentation") has been prepared by Måsøval AS (the "Company", and together with its subsidiaries, the "Group") in consultation with Carnegie AS, DNB Markets, a part of DNB Bank ASA and SpareBank 1 Markets AS (the "Managers") solely for information purposes only in connection with a potential private placement of new shares in the Company (the "Transaction"), and is made available on a strict confidential basis. By attending a meeting where this Presentation is presented, or by reading the Presentation slides or by otherwise receiving this Presentation or the information contained herein, you agree to be bound by the following terms, conditions and limitations.

The information contained herein is assimilated from various sources and unless stated otherwise, the information is a result of the Company's own activities. Whilst such information is believed to be accurate, neither the Company nor the Managers are making any representation or warranty, express or implied, as to the accuracy or completeness of the Presentation and none of the Company or the Managers will have any liability towards the recipient or towards any other person resulting from use of the Presentation. This document does not purport to be all inclusive or to contain all information a potential participant in the Transaction would desire. Neither the Company nor the Managers are responsible for communicating any changes to the recipients of this Presentation. Recipients may therefore not assume that any or all statements in this document are unchanged or that the recipient will be informed of any or all changes.

This document includes certain statements, estimates and forecasts (including budgets) in relation to the anticipated future performance of the Company. Such statements, estimates and forecasts reflect various assumptions concerning future developments, and are subject to risks, uncertainties and other various factors that may cause actual events to differ materially from statements or beliefs noted herein. Although the Company believes that these assumptions were reasonable when made, the statements provided in this Presentation are solely opinions and forecasts that are uncertain and subject to risks, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. A number of factors can cause actual results to differ significantly from any anticipated development expressed or implied in this Presentation. No representation or warranty is given as to the achievement or reasonableness of any future projections, estimates or statements about the future prospects of the Company, or with regard to financial information contained herein which is included for illustrative purposes only. References in this document to the term "estimated market share" or similarly construed words, are not intended, and should not be read as an admission of a properly defined market for the purposes of any competition, antitrust or regulatory analysis.

The financial information in this Presentation is unaudited and based on internal company records. Some of these number may be subject to further review in due course, may be amended and the final numbers may differ from those set out in the information. Until such time as that review is complete and any final numbers are published, no reliance shall be placed on, and the Company and the Managers shall not be liable in any way in respect of such numbers.

This Presentation does not constitute or form part of an inducement or offer to sell or issue, or a solicitation of an offer to purchase or subscribe for, any securities or other interests in the Company or any related entity and no legal relations shall be created by its issue.

Disclaimer/important information (2/2)

Several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Presentation, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. The Recipient should carefully review the chapter "Risk Factors" in the Presentation as well as the information contained elsewhere in the Presentation, for a description of certain of the risk factors that will apply to an investment in the Company. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Presentation, and this could have a material adverse effect on the Company, its financial condition, results of operations, liquidity and/or prospects.

By attending this Presentation, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the businesses of the Company. This presentation must be read in conjunction with the Company's financial information and the disclosures therein.

Neither the Company nor the Managers have authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC.

This Presentation speaks as of the date hereof. All information in this Presentation is subject to updating, revision, verification, correction, completion, amendment and may change materially and without notice. None of the Company, its affiliates or representatives undertakes any obligation to provide the recipient with access to any additional information or to update this Presentation or any information or to correct any inaccuracies in any such information. The information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect developments that may occur after the date of this Presentation. These materials do not purport to contain a complete description of the Group or the market(s) in which the Group operates, nor do they provide an audited valuation of the Group. The analyses contained in these materials are not, and do not purport to be, appraisals of the assets, stock or business of the Group or any other person. Moreover, these materials are incomplete without reference to, and should be viewed and considered solely in conjunction with, the oral briefing provided by an authorised representative of the Company in relation to these materials.

This Presentation shall be governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue.

Investing in the Shares involves inherent risks. Before making an investment decision, investors should carefully consider the risk factors and all information contained in this Information Document, including the Financial Information and related notes. The risks and uncertainties described in this Section 1 ("Risk factors") 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 a loss of all or part of their investment. The absence of a 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.

If any of the risks were to materialize, individually or together with other circumstances, it could have a material and adverse effect on the Group and/or its business, financial condition, results of operations, cash flow and/or prospects, which may cause a decline in the value of the Shares that could result in a loss of all or part of any investment in the Shares. The risks and uncertainties described below are not the only risks the Group may face. Additional risks and uncertainties that the Company currently believes are immaterial, or that are currently not known to the Company, may also have a material adverse effect on the Group's business, financial condition, results of operations and cash flow. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance.

The risk factors described in this section are sorted into a limited number of categories, where the Company has sought to place each individual risk factor in the most appropriate category based on the nature of the risk it represents. This does not mean that the remaining risk factors are ranked in order of their materiality or comprehensibility, and the fact that a risk factor is not mentioned first in its category does not in any way suggest that the risk factor is less important when taking an informed investment decision. The risks mentioned herein could materialize individually or cumulatively.

1.1 Risk related to the business and industry in which the Group operates

1.1.1 The Group's revenue and future development are dependent on market prices of farmed Atlantic salmon

The Group's revenue, and thereby its financial position and future development, is inextricably linked with the obtainable market price of farmed Atlantic salmon at any given time. Prices can vary significantly over time, due to factors both on the supply and demand side. Demand for the Group's products is affected by a number of different factors, such as changing customer preferences, seasonality, changes in prices and volumes of substitute products and general economic conditions. The driving factors behind the obtainable market price of farmed salmon are primarily external, and therefore the Group has limited flexibility to adjust product prices. A short-term or long-term decline in the price for the Group's products could have a material adverse effect on its revenue, and thereby affect its overall operational result, financial position or ability for future development.

1.1.2 The Group is dependent on maintain access to its export markets and exposed to risks relating to any trade obstacles towards its export markets

A significant portion of the Group's products are exported out of Norway. The dependency on export expose the Group to additional regulatory risks in its current and new export markets, including in relation to trade barriers. Additional restrictions in the Group's main export markets, or increased customs or other taxes, could affect the Group's ability to supply such markets with its products on favourable terms, if at all. If any sudden changes are imposed, the Group may be prohibited from trading with certain jurisdictions and it may not be able to replace its activities with trade to a new market on a timely basis or at all. Limitation in its ability to sell its products to certain countries or increased customs or other taxes could adversely affect its operating result and future prospects.

1.1.3 The Group is exposed to risks relating to operating in a global and highly competitive market

The Group's business is reliant on continued global demand for farmed Atlantic salmon. In order to continue to achieve good results, it is dependent on breeding, processing, marketing and selling salmon that satisfies customer demand at acceptable price levels for both the customer and the Group. The seafood industry is a global industry and considered highly competitive, with many producers ensuring supply of a broad range of various fish and other seafood products worldwide. Going forward, the Group expects to face competition from new market entrants given that the technology surrounding land-based and offshore farming is rapidly evolving. Many of the Group's competitors produce similar products as the Group does, use the same suppliers as the Group and serves the same customer base, which can drive the price of the Group's products down whilst the cost of raw materials, labour and energy is subject to its own respective variability. Lower obtainable prices for the Group's products will result in a lower operating profit for the Group.

1.1.4 The Group is subject to risks related to disruptions in the supply chain

Disruptions in the supply chain may impair the Group's ability to bring its products to the market. Most of the products are perishable and can only be stored for a limited time. Disruptions in the supply chain could impair the Group's ability to bring its products to the market in a timely manner, or at all, and in turn lead to reduced level of cash available to service the Group's debt obligations. Disruptions in the supply chain may occur due to e.g. weather, natural disaster, government action, strikes, environmental incidents, terrorism, pandemics or other matters beyond the Group's control.

1.1.5 The Group is exposed to numerous biological, operational and natural risks related to fish farming operations at sea

The largest risk factor for the Group regard the biological production at sea, in particular the biological risk in the seawater grow-out stage, especially the first phase of the farming at sea when the fish is small and more at risk. Examples of such risks are direct threats to the fish, such as sea lice, algae blooms, low oxygen levels, fluctuating seawater temperatures, inclement weather and diseases caused by viruses, bacteria and parasites, which may have an adverse effect on fish survival, health growth and welfare and may result in reduced harvest weight and volume, downgrading of products, claims from customers and increased costs. Although comprehensive measures are put in place to mitigate negative impacts arising from exposure to such threats, there is always a variation in key performance indicators such as mortality, growth, yield per smolt, price achievement versus reference prices, feed conversion ratio, costs of mechanical and medicinal treatment, and required fallowing time between generations for sites or larger geographic areas.

1.1.5 The Group is exposed to numerous biological, operational and natural risks related to fish farming operations at sea cont'd

Regarding sea lice, the authorities have set limits for the acceptable number of sea lice per fish in which the Group must comply. Failure to control sea lice levels at the farms may result in an increased number of treatments and lead to compromised fish welfare and higher mortality, higher operating costs and/or the possibility of regulatory actions, e.g. reduction of production permits. Moreover, continued disease or lice problems may also attract negative media attention and public concerns, which may affect the sale of the products.

Operation of fish farming facilities involves considerable risk with regard to diseases. Disease outbreaks lead to direct loss of fish, and further, substantial costs for the Group in the form of premature harvesting, loss of quality of harvested fish and subsequent periodic reduced production capacity.

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

The Group is dependent on third-party feed suppliers for its operations. If one or more of the feed contracts were terminated at short notice prior to expiration date, the Group may be forced to find alternative suppliers at short notice, incurring additional costs, which may have a negative impact on profitability and debt-service capacity.

The quality of the fish feed affects the quality and volume of the harvest. A lower quality or suboptimal mix of ingredients in the fish feed may require an increased feed conversion rate, resulting in lower harvest weight and lower operational margin adversely affecting the Group's profitability, liquidity and debt-service capacity.

Moreover, farm-raised salmon may be exposed to contamination by undesirable and harmful substances through ingredients in the fish feed. Most contaminants are accumulated in organisms, such as marine wild catch used to produce fish oil and fishmeal. These contaminants are deposited into the organism's fat, and the concentration is greater the higher up the food chain. Authorities set maximum allowable levels for the most important contaminants. These limits may be altered, and new contaminants may be added periodically to the list. The risk of undetected contamination in fish feed could cause severe damage to the fish and the environment, possibly causing health issues for consumers and resulting in liability claims and the associated costs. Such events could have a negative impact on the Group's operating result and financial condition. Further legislation may increase the risk of non-compliance and the cost of ensuring compliance. There may be a significant reputation risk associated with non-compliance even if there is no impact on the food safety, fish health or environment.

Beyond feed, the Group's operations also require critical input factors for its production such as fish eggs for its own smolt production and smolt delivery from third-party suppliers. The Group will be dependent on regularity and quality delivered by its suppliers to maintain the production plan. In particular, the Group's operations depends on obtaining and maintaining access to a steady supply of high quality eggs and smolt.

Approximately 50% of the Group's smolt supply is made by Måsøval Settefisk AS which have a limited licences currently expiring at 2 January 2024, subject to certain conditions. On 23 April 2021, Måsøval Settefisk AS appealed to the Ministry of Petroleum and Energy with a request for a 10 years extension of its licence. No assurance can be given that the appeal will be successful, which in turn may lead to additional investment needs for the Group through substantial upgrades and remodelling of the current facility, construction of new facilities and/or entry into smolt supply agreements with third parties.

1.1.7 The Group's operations at sea is exposed to the risk of fish escape which may have direct and indirect adverse effects on the Group's performance and prospects

The Group operate a large number of sea water sites, each of which are exposed to risks linked to bad weather, predators, changing of nets, handling of fish, operations of workboats and well boats etc. Escapes normally occur due to mistakes made by the personnel or equipment failure. Fish escape affects the geographic diversification of the sites, which cause a direct moderate financial exposure to the Group. The indirect effects of fish escape are i.a. spread of diseases, negative impact on wild salmon, governmental penalties and negative publicity. The financial exposure caused by such indirect effects, however, are difficult to quantify.

1.1.8 The Group's business and prospects are dependent on favourable weather conditions and climate change such as warmer sea temperatures could have a significant impact on fish health and adversely affect the ability to farm salmon at current volumes and cost

The growth of farmed salmon depends i.a. on weather conditions. Unexpected warm or cold sea temperatures and sea levels, algae blooms and the availability of the raw materials for the fish feeds resulting from annual variations can have a significant negative impact on growth rates and feed consumption. The Group's facilities are located in areas where the weather conditions are well known and the facilities well secured. Unpredictable weather conditions, such as storm or floods, or other unexpected events, such as natural disasters, catastrophes or fire, could nonetheless lead to unexpected losses at facilities resulting from incidents or necessary measures that may have significant cost implications, e.g. unexpected maintenance/repairs or escaped fish.

Moreover, the Group may be subjected to transitional related risks in the form of increased costs of operation and transport due to changes in law and regulations as a result of climate change. Climate change and its link to the emission of greenhouse gases is receiving more and more attention. Certain countries and regions have adopted, or are considering, legislation or regulations imposing taxes or overall caps on greenhouse gas emissions, or mandating the increased use of electricity from renewable energy sources. The Group is exposed to these risks e.g. transportation of salmon to processing plants and markets. Additional regulations or legislation may also increase the Group's operating costs. Atlantic salmon is a fish that is well suited to current sea temperatures, and the Group is thus exposed especially to climate changes causing long-term or permanent increases in sea temperatures as such changes could have a significant impact on fish health and adversely affect the ability to farm salmon at current volumes and cost.

1.1.9 The Covid-19 pandemic may impact sales, logistics and supply chains

The corona virus (Covid-19) may continue to lead to challenges in the logistics and export of the Group's products, delays in the supply chain of important equipment and other supplies, and lead to financial distress for the Group's customers, which may in turn affect the Group in terms of unsettled or late payments and outstanding receivables. Customer contracts may be subjected to force majeure leading to contractual default by counterparties.

Furthermore, the corona virus outbreak has led to challenging market conditions. Regardless of the Group's operating performance and the overall performance in the industry, these market conditions may lead to a decrease of the market price of the Shares. As such, the market price of the Shares may not reflect the underlying value of the Group's net assets, and the price at which investors may dispose their Share at any point in time may be influenced by a number of factors, some of which may be outside the Group's control.

1.1.10 The Group's further development and prospects are dependent upon the continued services and performance of its key personnel

The Group's development and prospects are dependent upon the continued services and performance of its key personnel, especially as the Group depend substantially on the leadership of its current management group. The loss of the services of any key personnel may have a material adverse impact on the Group.

1.1.11 The Group is subject to risk of negative media coverage and of being target of sabotage by environmental organisations

Various NGOs and research communities have in some instances criticised the farm-raised salmon industry, which may affect consumer attitudes on farm-raised salmon. Consumers may switch away from farm-raised salmon and towards other forms of protein sources due to negative media coverage and campaigns towards farm-raised salmon, e.g. for perceived health or environmental reasons. The demand for farmed-salmon could be badly affected by such coverage, which in turn may affect the prices and the Group's profitability.

Risk of sabotage by environmental organisations is present as some environmental organisations have the eradication of salmon farming as one of their stated aims. Such sabotage may include feed barge and/or essential infrastructure potentially leading to mass mortality or mass escapes, deliberate damage to cages; sabotage of a processing or freshwater plant, e.g. by fire, violent demonstration or blockade causing substantial damage to machinery, inventory, buildings and disrupting operations.

1.1.12 The Group's insurances may not be adequate to cover the Group's losses

The Group maintains a level of insurance cover on its fixed assets, property, production facilities and fish stocks that is in line with industry standards. Insurance will primarily act as catastrophe coverage. All such coverage involves a significant deductible in the form of an insurance excess or requirements regarding mortality per net cage or site. There will always be a risk that certain events may occur for which only partial or no indemnity is payable. Coverage may, moreover, be dependent on the insurance value of the fish, which may be at positive or negative variance with their book value. Situations may arise in which it is difficult, for longer or shorter periods of time, to obtain insurance coverage for known and unknown fish diseases at premiums which are considered commercially viable. In such situations the Group may have to self-insure.

1.1.13 Recent acquisitions made by the Group may not have the desired effects

The Group has recently completed several acquisitions, the most material being the acquisition of 100% of the shares in Pure Farming AS and 65% of the shares in Pure Norwegian Seafood AS. There is no guarantee that integration of acquired companies will not encounter difficulties whereby the contemplated effects will not be achieved. In addition, and especially for Pure Norwegian Seafood AS, there is a risk that key personnel of the acquired company may decide to resign instead of working for the Group. These difficulties could disrupt the ongoing business, distract the Group's management and employees and increase its expenses.

1.1.14 The potential Aqua Semi project entails numerous risks and in particular the risk of incurring significant cost overruns in the prototype project

The Group is contemplating to carry out a large construction project of a complex semi-closed and semi-submersible production facility called Aqua Semi. The Aqua Semi project entails numerous risks associated with its construction, including risks of delay, quality risks, the risk of need for variation orders and amendments resulting in cost overruns and additional need for capital, the ability of suppliers to perform their duties under the construction contracts and related contracts, the risk of failure by key suppliers to deliver necessary equipment, and the inability to obtain or maintain required classifications and approvals for the construction project.

1.1.14 The potential Aqua Semi project entails numerous risks and in particular the risk of incurring significant cost overruns in the prototype project cont'd

There is in particular a risk for the Group incurring significant cost overruns in the project, as have historically been the case for large and complex construction projects of a prototype like Aqua Semi. Such cost overruns may have material adverse effect on the Group's financial position.

Aqua Semi is subject to inherent risk by being a prototype, such as a failure to meet the expected performance levels it is design for and risk of operational faults in production when operating new production units. No assurance can be given that the Group will achieve its objectives or other anticipated benefits from the Aua Semi, including the necessary documentation required in order to converted granted development licenses to permanent (ordinary) production licenses.

1.2 Legal and regulatory risk

1.2.1 The Group is subject to risks related to potential changes in taxation of the aquaculture industry

The Group's future effective tax rates could be adversely affected by changes in applicable tax laws, treaties and regulations, in particular there have been and is expected to continue to be, political discussions as to alternative and/or additional taxation of the fish farming industry in Norway, and such changes could have an adverse impact on the Group's business, financial position, results of operations and cash flows.

1.2.2 The Group is subject to an increased focus on ESG from numerous stakeholders

Environmental Social and Governance (ʺESGʺ) is becoming increasingly important to investors in the Nordic and international capital markets, and companies seeking funding experience increased demand with respect to compliance on ESG related matter. In particular, as the fish farming industry is under continuous scrutiny from activists and pressure groups due to inter alia environmental and animal welfare concerns; the Group is exposed to the risk that negative publicity may arise from activities of legislators, pressure groups and the media. Negative publicity could further jeopardize the Groupʹs existing relationships with customers and suppliers or diminish the Groupʹs general attractiveness as a potential investment opportunity. In addition, increased costs must be expected in order to meet the expectations and demands of investors in ESG related matters. Occurrence of any such events or demands which the Group is not able to successfully meet or mitigate could in turn have a material adverse effect on the Groupʹs business, results of operations, financial condition and/or prospects.

1.2.3 The Group is subject to risks related to changes in industry regulations and changes in practices of local and central authorities.

The Group's business is overwhelmingly focused on salmon farming, and so the Group may be more vulnerable to economic, political, regulatory, environmental or other developments affecting such industry than a company that holds a more diversified portfolio of assets would.

Risk factors (7/10)

1.2.3 The Group is subject to risks related to changes in industry regulations and changes in practices of local and central authorities cont'd

Changes in laws, regulations and licences/permits – as well as changes in the practices of local and central authorities – may cause adverse material effects on the business, results of operations, financial condition and/or cash flow of the Group and of its customers. The authorities have historically been very active in providing additional regulations for the industry, and may impose further regulations for the operations of aquaculture, such as i.a. enhanced standards of production facilities, capacity requirements, site allocation conditions, fish density, feed quotas or other parameters of production. Such regulations may negatively impact the Group directly, or indirectly through its suppliers and customers.

Authorities may also impose stricter environmental requirements upon fish farming, such as stricter requirements to prevent fish escapes, new requirements regarding animal welfare and restrictions or a ban on discharges of waste substances from the production facilities. Such regulatory impositions may materially impact the Group's operations and financial condition, as the Group may have to implement significant and expensive investments in order to meet regulatory requirements. The Group may not be able to pass such expenses on to its customers. Furthermore, the Group's customers may be negatively affected by higher costs for the food industry and limitations on additives and use of medical products in the farmed fish industry due to expected stricter requirements in new legislation and guidelines. Furthermore, increased quality demands from authorities in the future relating to food safety may also have a material adverse effect on the Group's customers. These factors may in turn have a material and adverse effect on the Group's business, results of operations, financial condition or cash flow.

1.2.4 The Group is highly dependent on maintaining and being able to obtain additional aquaculture licenses and location permits

The Group is dependent on aquaculture licenses to farm fish which are issued by central governmental authorities, and location permits where they operate that are granted by local authorities. Such licenses and location permits have been obtained and are currently held by the Group for its operations, but the further development of the Group will depend on maintaining such licences and permits without reductions or limitations and obtaining additional licences and location permits in order to expand its total production. The Group is exposed to a risk that existing licences or permits may be reduced or limited as a result of a failure by the Group to comply with the terms of the licences/permit and related laws and regulations, and to a considerable effect such non-compliance may in whole or in part be subject to circumstances outside the control of the Group, such as for example the general sea-lice levels in the areas in which the Group operates.

There is no assurance that the Group may be qualified to obtained further aquaculture licences, and would be dependent on the political will in making available increased volumes by way of auction as carried out in recent years, or other alternatives where licences are made available. In order to qualified for such auctions it is expected that sea-lice levels will continue to be a determining factor, which again are circumstances that to a large degree is outside the control of the Group.

If the Group is prevented from maintaining existing aquaculture licenses or location permits, or from obtaining additional licences or permits, this may limit the Group's ability to operate or grow the business as planned, potentially reducing the Group's debt service capacity.

Risk factors (8/10)

1.2.5 The Group is subject to risk related to legal, governmental or arbitration proceedings

The Group, its customers of third parties may be involved in legal, governmental or arbitration proceedings related to the ordinary course of the Group's business, including personal injury litigation, intellectual property litigation, contractual litigation, environmental litigation, tax or securities litigation, as well as other proceedings. Such disputes may entail significantly higher operating expenses by additional legal and other related costs. The ultimate outcome of any legal, governmental or arbitration proceedings and the potential costs associated with prosecuting or defending such proceedings, including the diversion of the management's attention to these matters, could have a material and adverse effect on the Group's business, financial condition, results of operations, cash flows, time to market and/or prospects.

1.3 Risks relating to the Shares and Admission

1.3.1 An active trading market for the Company's shares on Euronext Growth may not develop

The Shares have not previously been tradable on any stock exchange, other regulated marketplace or multilateral trading facilities. No assurance can be given that an active trading market for the Shares will develop on Euronext Growth, nor sustain if an active trading market is developed. 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.

1.3.2 Risk related to volatility of the share price

The market price of the Shares may be highly volatile and investors in the Shares could suffer losses. The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Company's control, including the sale of relatively large holdings of Shares by majority shareholders, quarterly variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, significant contracts, acquisitions or strategic relationships, publicity about the Group or other companies where the Group holds an ownership interest, their products and services or its competitors, lawsuits and unforeseen liabilities, changes to the regulatory environment in which it operates or general market conditions. In recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate based upon factors that have little or nothing to do with the Group or other companies where the Group holds an ownership interest, and these fluctuations may materially affect the price of the Shares.

Risk factors (9/10)

1.3.3 The Company will incur increased costs as a result of being listed on Euronext Growth

As a company with its shares listed on Euronext Growth, the Company will be required to comply with Oslo Børs' reporting and disclosure requirements for companies listed on Euronext Growth. The Company will incur additional legal, accounting and other expenses in order to ensure compliance with these and other applicable rules and regulations. The Company anticipates that its incremental general and administrative expenses as a company with its shares listed on Euronext Growth will include, among other things, costs associated with annual and interim reports to shareholders, shareholders' meetings, investor relations, incremental director and officer liability insurance costs and officer and director compensation. In addition, the Board of Directors and management may be required to devote significant time and effort to ensure compliance with applicable rules and regulations for companies with its shares listed on Euronext Growth, which may entail that less time and effort can be devoted to other aspects of the business. Any such increased costs, individually or in the aggregate, could have an adverse effect on the Group's business, financial condition, results of operations, cash flows and prospects.

1.3.4 The commercial goals and interest of Måsøval Eiendom AS as major shareholder may not be aligned with the interest of the Company and/or the other shareholders

A concentration of ownership may delay, defer or prevent a change of control of the Company beneficial to the other shareholders. After the Admission, Måsøval Eiendom AS is expected to maintain an ownership between approx. [•]% ‐ [•]% of the Shares in the Company and thus have a significant influence of the Company and on the outcome of matters submitted for vote in the general meeting. The commercial goals and interest of Måsøval Eiendom AS may not be aligned with the interest of the Company and/or the other shareholders.

1.3.5 Investors may not be able to exercise their voting rights for Shares registered in a nominee account

Beneficial owners of the Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) may not be able to vote for such Shares unless their ownership is reregistered in their names with the VPS prior to the Company's general meetings, or the registered nominee holder grants a proxy to such beneficial owner in the manner provided in the Articles of Association in force at that time and pursuant to the contractual relationship, if any, between the nominee and the beneficial owner, to vote for such Shares. The Company cannot guarantee that beneficial owners of the Shares will receive the notice of a general meeting of shareholders of the Company in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners. Any persons that hold their Shares through a nominee arrangement should consult the nominee to ensure that any Shares beneficially held are voted for in the manner desired by such beneficial owner.

Risk factors (10/10)

1.3.6 Investors may have difficulty enforcing any judgement obtained in the United States against the Company or its directors or officers in Norway

The Company is incorporated under the laws of Norway and all of its current directors and executive officers reside outside the United States. Furthermore, all of the Group's assets and directors and executive officers are located outside the United States. As a result, investors may be unable to effect service of process on the Company or its directors and executive officers or enforce judgments obtained in the United States courts against the Company or such persons in the United States, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. The United States and Norway do currently not have a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitral awards) in civil and commercial matters.

1.3.7 The transfer of the Shares is subject to restrictions under the securities laws of the United states and other jurisdictions

The Shares have not been registered under the U.S. Securities Act or any U.S. state securities laws or any other jurisdiction outside of Norway and are not expected to be registered in the future. As such, the Shares may not be offered or sold except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable securities laws. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or rights offerings.

1.3.8 Shareholders outside Norway are subject to exchange risk

The Shares to be listed will be priced in NOK, and any future payments of dividends on the Shares listed on Euronext Growth will be paid in NOK. Accordingly, any investor outside Norway is subject to adverse movements in NOK against their local currency as the foreign currency equivalent of any dividends paid on the Shares listed on Euronext Growth or price received in connection with sale of such Shares could be materially adversely affected.