Mowi ASA

M&A Activity • Jan 30, 2025

Mowi increases ownership of Nova Sea from 49% to 95%

Mowi increases ownership of Nova Sea from 49% to 95%

(Bergen/Bodø, 30 January 2025) Mowi ASA has entered into an agreement with

Vigner Olaisen AS to acquire its controlling stake in Nova Sea AS, leveraging

the strong joint position in one of the world's best areas for salmon farming.

Key highlights:

* Mowi to pay NOK 7.4 billion (EUR 625 million) for Vigner Olaisen's 46% stake

in Nova Sea through 30% settlement in Mowi shares and 70% in cash.

* The transaction values 100% of the equity in Nova Sea at NOK 16.0 billion

(EUR 1.36 billion).

* Settlement for the 51% economic ownership of Nova Sea that Mowi does not

already own will be approximately 27% in shares with the rest in cash.

* The transaction value implies an EV/EBIT of 9x if applying 3-years average

margins for Mowi Norway Region North on Nova Sea's expected harvest volumes.

* Meaningfully and immediately EPS accretive, even before potential

synergies.

* An early assessment of annual synergy potential is NOK 400 million.

* Nova Sea and Mowi will have a leading position and will continue to invest

in one of the world's best areas for salmon farming, with an aim to further

improve biological performance and fish health.

* Aino Olaisen will be proposed to the nomination committee as a new board

member in Mowi.

Nova Sea is a leading salmon farmer in production area 8 in Northern Norway and

covers the entire value chain from broodstock and smolt production to harvesting

and sales. The company expects to harvest 52,000 tonnes of salmon in 2025.

Mowi has been a large minority owner in Nova Sea since 1995 and knows the

company well. Mowi CEO, Ivan Vindheim, is impressed by what the company and its

owners have achieved.

"Nova Sea is a frontrunner in the Norwegian aquaculture industry and is known

for its excellent biological performance and industry-leading margins. Over 50

years, the company and the Olaisen family have invested in the organisation and

developed it into an impressive, fully integrated operation. It is therefore

with great pleasure that we are now, after 30 years, combining our operations"

said Vindheim.

Mowi holds a leading presence in Northern Norway and will, together with Nova

Sea, have an expected harvest volume of 157,000 tonnes of salmon in this region

in 2025, as well as 367,000 tonnes in total for Norway and 572,000 tonnes

worldwide.

"Nova Sea and Mowi are a very good match and this combination will benefit the

company, fish welfare and the whole organisation. Value creation and community

building along the coast, and especially in Northern Norway, is very important

to us. I believe this will create more value and more jobs in Nordland over

time," says Aino Olaisen, Chairman of the Board of Nova Sea.

The largest shareholder in Mowi will propose to the nomination committee that

Aino Olaisen is nominated Board member of Mowi after completion of the

transaction.

Synergies and fish health

The integration is expected to yield significant synergies, including improved

capacity utilisation by leveraging the location portfolio in Region North and by

further strengthening biological performance through investments aimed at

improving fish health.

Preliminary synergy estimates are in the range of NOK 400 million on an annual

basis.

Transaction details

Mowi today holds 49% of Nova Sea and will now acquire Vigner Olaisen's 46% in

the company for NOK 7.4 billion through a 30% settlement in Mowi shares and 70%

in cash.

The transaction values ??Nova Sea's equity at NOK 16.0 billion. Net interest-

bearing debt at year end 2024 was NOK 0.5 billion. Nova Sea expects to harvest

52,000 tonnes in 2025, valuing the company at approximately NOK 290 per kg

adjusted for value allocated to non-core assets. This corresponds to an EV/EBIT

of 9x using 3-year average margins for Mowi Norway Region North, before

synergies.

Mowi will make a voluntary cash offer on similar terms to the shareholders

owning the remaining 5% of Nova Sea for NOK 0.8 billion.

Settlement for the 51% economic ownership of Nova Sea that Mowi does not already

own will be approximately 27% in shares with the rest in cash. Mowi will pay the

cash consideration by drawing on the company's existing credit facilities.

The transaction is subject to competition approval, including from the European

Commission, in addition to certain other standard closing conditions.

Mowi expects the transaction to be closed in the second half of 2025.

Media

Mowi and Nova Sea will hold a joint press conference in Norwegian to present the

transaction at 09:00 CET on 30 January 2025. The webcast will be available on

http://www.mowi.com/news-center/

The press release is enclosed.

For further information, please contact:

Kristian Ellingsen, CFO, Mowi, +47 905 14 275

Kim Galtung Døsvig, IR Officer & Head of Treasury, Mowi, +47 908 76?339

Ola Helge Hjetland, Group Communications Director, Mowi, +47 970 67 932

About Mowi ASA

Mowi is one of the world's leading seafood companies and the largest producer of

farm-raised Atlantic salmon in the world, with an estimated harvest for 2025 of

520,000 tonnes from seven farming countries including Norway, Scotland, Ireland,

Faroes, Iceland, Canada and Chile.

Mowi is a fully integrated global seafood company, bringing salmon and other

seafood of supreme quality to consumers around the world, partly under its own

MOWI brand. Mowi is ranked as the most sustainable listed animal protein

producer in the world by Coller FAIRR.

With headquarters in Bergen, Norway, Mowi employs 11,500 people in 26 countries

worldwide, and is listed on the Oslo Stock Exchange. Turnover was EUR 5.6

billion in 2024.

For more information, please visit www.mowi.com (http://www.mowi.com).

The information included in this announcement is defined as inside information

pursuant to article 7 of the Market Abuse Regulation and is publicly disclosed

in accordance with article 17 of the Market Abuse Regulation and section 5-12 of

the Norwegian Securities Trading Act.

This stock exchange announcement was published by Kim Galtung Døsvig, Investor

Relations Officer in Mowi ASA, on 30 January 2025 at 07:00 CET.