Norcod AS

ANNUAL REPORT 2020

Content

Introduction & Overview
Value Chain: From Egg to Full Grown Cod
Milestones in 2020
Letter From The CEO
Norcod's History
Strategy
Supply chain strategy:
FY'
Growth:
Sea Phase:
Harvest:
Sales and Distribution:
Sustainable Norwegian Cod Farming
Our Cod & A Blue Future
Sustainable Focus & Organic Growth Potential
Sustainable Feed
A Real Game Changer
Equipment & Technology
Impact on External Environment
Responsible Player
Residual Raw Material
Meeting Major Global Challenges
Market

Branding Strategy A Premium Product
An Innovative Company
A Food Source of The Future
Norwegian Origin
Key Selling Points The Unique Position of Norcod

The Sirena GTM Strategy Summarised
Retail & USA In Focus
Retail Approach & Processors - Advantages & Risks Home-Delivery
By-Product
Final Words

Presentation of The Organization
Presentation of Key Management
Presentation of The Board of Directors
Norcod's Shares & Shareholders Share Price Development
Annual Performance
Board of Directors Report For 2020


The Company's Operations & Locations
Highlights in 2020 Sustainable Focus & Organic Growth Potential

The Income Statement
Balance Sheet
Cash Flow Statement
Going Concern
Research & Development
Operational Risk & Risk Management
Biological Production
Farming Operation
Market, Sales & Distribution
Financial Risk & Risk Management
Currency Risk
Interest Risk
Credit & Liquidity Risk
Corporal Social Responsibility
Working Environment, Discrimination & Equality
Impact on External Environment
Anti-Corruption & Ethical Code of Conduct
Result & Allocation
Market Conditions & Future Outlook
Covid-19 Pandemic
Norcod's Financial Statement 2020
Notes to The Annual Financial Statement
Accounting Principes
Revenues
Classification & Assessment of Balance Sheet Items
Fixed Assets
Investments in Other Companies
Asset Impairments
Inventories & Biological Asset
Debtors
Liabilities
Taxes
Foreign Currency
Cash Flow
INDEPENDENT AUDITOR'S REPORT

Introduction & Overview

The global market demands stable deliveries of fresh cod, and for the first time, high-quality farmed cod is set to be produced on a larger scale to meet demand. With wild fish stock under pressure and fishing quotas for cod being cut, Norcod, as a leading producer of farmed cod, aims to fill the gap in the market and provide truly blue and fresh cod. The Company's head office is centrally located in Trondheim and has two facilities in operation.

Norcod is the result of a comprehensive evaluation project where we looked at the possibilities of making an industrial venture on farmed cod again. Our strategy is to take part in the entire value chain to keep our processes in control and to ensure better margins. This made production and market working together from day one to build stability in every segment of the value chain, where the company now has control to accommodate a solid industrial growth over the next few years.

Norcod is targeting production of farmed cod on an industrial scale. The Company's current production is based in its natural cold-water habitat along the coast of Trøndelag, in Central Norway. Norcod will seek to establish new operating locations to execute the long-term business plan, mainly in the coastal areas from Trøndelag and north, which has favourable temperatures for cod farming. The Company is experiencing increased demand for stable deliveries of fresh cod all year round and is targeting an annual harvest of 25,000 tonnes.

Norcod is led by experienced aquaculture industrials. Since cod farming is deemed to be fairly similar to salmon farming on the marine operations side, the Company's recruitment philosophy revolves around attracting talent from the salmon farming industry. In addition, the Company has seen an increase in incoming interest after starting up operations, which has resulted in establishment of apprenticeships for students within aquaculture education.

Furthermore, a key component in the Company's strategy is entering into and developing into cooperation with vendors and partners throughout the value chain. This ensures involvement in and control of all stages in the cod production value chain. Norcod's core business area is the sea-phase, as displayed in the below figure. The sea-phase is the part of the value chain where cod grows from approximately 0.1 to 4 kg in commercial sea sites.

We collaborate with a multitude of professional environments and external partners for together create the best prerequisites for success, and we see that we have managed to get an enthusiasm among internal and external partners who make us confident in the future.

Value Chain: From Egg to Full Grown Cod

Through our devotion to people, cod and nature, we take our responsibility related to economic, social and environmental sustainability. More of the world's food production should come from the ocean.

We value our employees and partners, ensuring an inclusive culture where everyone should thrive and have the opportunity to reach their full potential. It is our responsibility to give our fish the best conditions to thrive, by offering the cod a customized feed, and production sites that match the cod's environmental preferences. We take responsibility for our work and its impact on the surroundings and society. Health, safety and the environment are always our top priority.

We value hard work, discussions and change, and making the right choices for our planet.

Milestones in 2020

During its relatively short existence, Norcod has reached many milestones. From holding three employees and having cod in growth phase in land-based facilities in 2019, the company took solid steps forward in its development during 2020. Before the end of the year, the company had eighteen employees and established production sites at sea. The fish performance is good, confirmed through high feed utilization and survival rate.

On the financial side, a share issue of NOK 105 million was carried out in January. To secure sufficient capital for further upscaling, a new share issue of NOK 250 took place in September. The interest in the company was significant. In October, Norcod was listed on the Oslo Stock Exchange for trading on Merkur Market (Euronext Growth).

Throughout the autumn and winter, the biological performance has been excellent.

The next production cycle is underway and the fry in growth phase will generate harvest volumes in 2022. All equipment is already either delivered or in "the pipeline" and ensures completion of the next cycle.

Norcod carried out first planned trial harvest and processing of cod in December. Samples were sent to the US and various countries in Europe where they elicited a very positive response from customers and the market. Samples were sent to chefs at noted restaurants in Denmark, and their feedback regarding the quality of the fish was also very positive. Prices as high as NOK 65 per kg was achieved for part of the samples and an average of NOK 56 per kilo.

Changes were made in the company's management in the fourth quarter. Christian Riber, former COB, took over as CEO to strengthen the company on its way to new milestones, while Hilde Storhaug moved to the newly created position of CSO. Sustainability will require a lot of attention in the coming years as one of Norcod's key priorities. Marit Solberg accepted the position of Chair of the Board. Overall, the Norcod team has a great amount of experience and expertise in aquaculture.

Norcod received the long-awaited new hybrid barge at Norcod's Jamnungen site at the tail end of the year. In what was a fantastic achievement by Norcod's skilled operational staff, the operation to take delivery, equip and put the barge into operation went smoothly with no loss of feeding days.

Year Event

2020 (Q1) | Pilot batch moved to sea phase at Finnangerøya 2020 (Q1) | Successful completion of NOK 105m private placement in February 2020 (Q2) | Start of sea phase for first main batch at Jamnungen 2020 (Q2) | Joint venture agreement finalised with Havlandet Havbruk 2020 (Q2) | Long-term agreement entered into with growth facility, Mørkvedbukta 2020 (Q2) | Investment by Ronja Capital 2020 (Q3) | Equipment leasing agreement signed 2020 (Q3) | Havlandet Norcod AS established 2020 (Q3) | Further 3 sites applied for 2020 (Q3) | Received firm market prices from key accounts 2020 (Q3) | Average size of pilot batch fish over 1,2kg 2020 (Q4) | Successful completion of the NOK 250 million Private Placement 2020 (Q4) | Next production cycle underway – fry now in growth phase will generate approximately 10,000 metric tons of product in 2022 2020 (Q4) | Norcod carried out first planned trial harvest and processing

Letter From The CEO

Dear Shareholder,

What a year it has been. The pandemic situation has shocked the entire planet and the restrictions on everyday life have been frustrating for everyone, not least those already in trying circumstances.

At Norcod we have made every effort to shield our colleagues and worked closely with our partners and suppliers to keep our business on track. Fortunately, we have experienced no major disruptions.

We have come to where we are today thanks to the hard work and dedication of our fantastic team. Everyone at Norcod is motivated and driven by being part of an innovative company that is making aquaculture history and as a front-runner in creating a new and exciting industry. We all look forward to bringing our premium product to a world that is hungry for fresh farmed 'Norcod'.

On our journey we are supported by great partners and loyal investors who I would like to thank personally for their confidence in our business model and unique value proposals.

During the year we went through two successful, and oversubscribed, private placements followed by our listing on the Oslo Stock Exchange's Euronext Growth (formerly Merkur) Market. This is thrilling for any young company and a milestone in our continuing and carefully planned development.

On the production side, we started the year by setting our first batch of juveniles into the sea. We are very shortly ready for our first harvest in this cycle after great biological success and excellent fish performance.

2021 will be another busy year. In addition to our first commercial harvest, we will be transferring our next batch of juveniles into the sea at our new site in the municipality of Meløy in Nordland county, while also working on the construction of our brand-new fry facility together with our partner Havlandet Marin Yngel. This forms a key link in our integrated value chain strategy.

Going forward, our key priorities remain our people, fish welfare and biology, and setting new standards in sustainability. We will also continue to carve out our niche in target markets and serve customers near and far with what we believe will be the best farmed Atlantic Cod available.

But it is our sea sites that represent our core business and where the real magic happens. I would like to extend huge thanks to all our personnel at Norcod, including the skilled members of our board. We should all be thoroughly proud of what we have achieved so far and will achieve in the future.

Christian Riber Chief Execute Officer

Norcod's History

Overview of key events in the history of the Company:

Strategy

Supply chain strategy:

Integration in our entire value chain has been a key focus for Norcod from day one. This we have now secured, with scalability in all parts, and which equips us to reach our 2025 goal of 25,000 MT of product.

Fry:

Through our collaboration with our joint-venture partner Havlandet Marin Yngel we have integrated our supply foundation from broodstock to fry. We start construction on a brand-new fry facility in Q2 2021.

Growth:

Through investment and long-term partnerships, we have secured growth capacity on land where we grow the fry up to a weight of 100 grams before transferring them to our sea locations.

Sea Phase:

The sea phase in our multiple locations represents Norcod's core business. Our philosophy has been to get things right from the outset or not at all.

We have invested in brand-new, state-of-the-art equipment so our personnel can concentrate on fish welfare and performance instead of having to maintain and repair used infrastructure.

Using an expensive feed with high marine content helps to ensure optimal robustness of the fish as well as good growth rates.

We are also setting high standards in sustainability with our new hybrid-electric feed barges providing tight control of our feed and feeding regime.

Harvest:

On harvesting we will be working with our partner Namdal Settefisk who demonstrated their expertise in harvesting farmed Cod in our previous round of pilot harvesting.

Sales and Distribution:

We have an exclusive sales and distribution agreement with Sirena Group which will ensure sales of our high-end Cod to our target premium, niche markets. Sirena has many years of experience in developing

robust marketing and sales strategies, and securing the best prices, for seafood producers with premium products, and we have total confidence in their proven expertise and industry insight.

Sustainable Norwegian Cod Farming

Norcod is devoted to sustainable production of cod. The global market demands stable deliveries of fresh cod. For the first time, high-quality farmed cod can be produced on a large scale to meet demand. With wild fish stock under pressure and fishing quotas for cod being cut, Norcod aims to fill the gap in the market and provide sustainable fresh cod. Norcod is a leading producer of farmed cod. Our cod is a highly sustainable food and protein source that is aligned with several of the UN Sustainable Development Goals. Our devotion to sustainable cod is conveyed in the actions and behaviour we have towards People, Cod and Nature.

Our Cod & A Blue Future

Norcod has reached many milestones and achieved its production targets since the company's inception. A focus on animal welfare and efficient production with a low CO² footprint is the foundation of Norcod's existence. Our mission is to help ensure that more of the world's food production comes from the sea. Blue value creation within the existing framework for management and sustainability is our approach to the blue future.

Norcod has access to the best fry, bred for optimal health and yield. They are farmed in their natural cold-water habitat along the coast of Central Norway. The global market is increasingly demanding stable deliveries of fresh cod all year round. For the first time, high-quality farmed cod can be produced on a large scale to meet demand.

clean and productive ocean is important to the world's population, and to ensure food safety for all seafood we grow or harvest from the sea.

By devoting our focus to the employees, the cod, the local and global environment, the company contributes to increased blue value creation. Through the production of sustainable protein from the sea, we take our responsibility related to economic, social and environmental sustainability. We believe that more of the world's food production should come from the sea.

Sustainable Focus & Organic Growth Potential

Norcod takes an active position on the UN's sustainability goals for sustainable food production. Based on collaboration throughout the value chain, the company produces one of the most efficient animal protein sources for human consumption. Norcod's contribution is considered to be valuable for a future where we all should focus on meeting today's needs, without destroying the opportunities for future generations to meet their needs.

Sustainable Feed

We take fish health seriously and use dedicated health and safety guidelines in everything we do. In this way, we ensure that we treat our fish with respect and improve the quality of our product. To meet the specific nutritional requirement of farmed Atlantic Cod whilst balancing fish health and welfare with

operational performance in the most sustainable way possible, the feed contain high levels of highly digestible marine proteins and lipids. This ensures well-balanced growth and fish welfare, using raw materials which are natural and easily digested by the fish.

To ensure sustainability, raw materials are sourced exclusively from well documented sources. Marine raw materials are sourced from ICES regulated fisheries, ensuring avoidance of overfishing and strains on wild fish stocks. Wild-captured fish used

to produce fishmeal and fish oil are not classified as endangered species and come from healthy fish stocks. Certifications ensuring sustainability are e.g. MSC/ ISEAL or IFFO-RS. All soy based raw materials are from certified non-GMO farms in Europe.

A Real Game Changer

Sustainable practices are key for providing food to an ever-growing population. Since aquaculture has a very low carbon footprint it's a great eco-friendly protein choice.

Only 2 % of the world's food source derives from our ocean, by investing in Cod farming we can protect our ocean and ensure the planet has enough food. Cod is a brilliant healthy addition to the diet due to its incredibly lean and protein rich nature. In fact, 96 % of the calories in Cod are from the protein content. The welfare of our fish is of uppermost importance. We take considerable pride in looking after our Cod, keeping the highest standards possible to ensure a healthy and happy Cod.

Equipment & Technology

An important strategic element for Norcod is related to technology and equipment for the production sites. Focusing on sustainable production and reducing the carbon footprint, the company will, as far as possible, use electrified vessels and hybrid solutions for the feed barges. Implementing waterborne feeding results in less energy consumption and a calmer environment for our employees, the cod and surroundings. Waterborne feeding also reduces the amount of microplastic released into the ocean, due to less erosion of the feed pipes.

With the aim of reducing the climate footprint, we will continuously seek technical solutions and alternatives to input factors for the company's production. This is to ensure a good working environment, fish welfare and the lowest possible impact on the surroundings. Through the production of sustainable protein from the sea, Norcod takes responsibility related to economic, social and environmental sustainability. Read more about the company's approach to sustainability in the annual report's chapter on the topic.

Impact on External Environment

Norcod´s way of farming is a sustainable production method that limits the impact on scarce resources of the planet. Norcod's value chain is depended on sustainability and Norcod's farmed cod meets 5 of the UN's 17 sustainable development goals: no hunger, good health, responsible consumption, life below water and partnerships for the goals. Together with these goals Norcod invests to minimize its impact on the external environment, this is reflected in the prioritizing of new and sustainable production methods and equipment, focus on animal welfare and investments in a new catamaran and feed barges which are equipped with new technology reducing fuel consumption, admissions and generator maintenance. Norcod is also implementing waterborne feeding technology on the last two barges. This contributes to reduced energy consumption, as well as reducing the release of microplastics from the feed hoses into the sea. The catamaran service vessel is also electrified, which will dramatically reduce emissions, as well as limiting noise during daily operations. This benefits not only the fish but also Norcod's employees and the surrounding environment.

Our well implemented feeding strategy and maintained feeding systems, prevents overfeeding. Emissions from farmed fish in the sea are excrements and feed residues. These are biodegradable organic materials. Norcod has, like all Norwegian fish farmers, routines for monitoring emissions. MOM-surveys (routine environmental tests) are performed in accordance with the authorities' requirements.

Norcod AS

Responsible Player

For Norcod, transparency is the key to establish trust with our stake holders. Our goal is to comply with the most recognized standards for responsible and sustainable fish farming, GlobalGAP and Aquaculture Stewardship Council (ASC). Recently Norcod has conducted the GlobalGAP initial audit. The standards main principles are risk assessment, environmental protection and good aquaculture procedures that minimize impact on the environment. In addition, global criteria for environment and employee health and safety joins the ranks of main principles along with the local and national social responsibilities that exist. The standard also sets the criteria for how the welfare and health of the fish shall be ensured.

Regarding ASC the company is in process with the certification body to be able to adapt the standard framework to farmed cod. Norcod aims to make it possible to document to consumers that the highquality sea food has been generated with minimal impact on the environment and surroundings. Also, it is crucial that our employees are safe and well cared for in their daily work at Norcod.

In the time to come, Norcod will be a driving force for new initiatives for quality assurance and visibility of sustainability elements in aquaculture. There is no doubt that more of the food for human consumption should come from the sea.

Residual Raw Material

An important focus area for Norcod is as high a degree of utilization of the cod as possible. We have the goal of 98 % utilization rate based on today's available technology. It will be a process that requires a step-by-step approach, but the goal is clear. The residual raw material, or by-products, from harvested cod can be utilized in various ways. The Norwegian fishing industry produces around 320,000 tonnes of residual raw material from whitefish each year, and there is an increasing trend in the degree of utilization. Marine residual raw material is rich in proteins, lipids and other valuable components (calcium, phosphorus, etc.) and can be used to produce ingredients for food, supplements and feed.

Meeting Major Global Challenges

By 2050, the world's population will be around nine billion people, a third more than at the turn of the millennium. With more than a billion people already malnourished, the world must produce twice as much food by 2050 as in 2010 to meet needs. In the future we will need much more food to feed the world's population. Innovation is required to achieve a long-term supply of food as the availability of land and resources is reduced. The wild fish stock is under pressure, but with cod farming it is possible to offset the reduction in catch quotas and meet the demand for cod in the market. We will actively work alongside suppliers of equipment and services to always promote and prioritize the environment and the fish.

Norcod AS

With over 70 % of the earth being covered by the ocean, but less than 2 % of the world's food production taking place there, the potential for growth is in the sea and not on land. As such, we believe the future will be blue.

	2% FROM OCEANS	WE WILL NEED 56% MORE FOOD
THE WORLD'S FOOD SUPPLY
2010
2050		LETS AIM FOR A BLUE FUTURE

Market

Norcod is an innovative company with a premium product that is a healthy, protein-rich food source for the future. Given rising pressure on wild stocks due to overfishing and cuts in fishing quotas, the market is hungry for fresh farmed fish amid a steady rise in global population. Aquaculture generally is a fastgrowing industry with a big role to play in satisfying this strong demand. Norcod is no exception. We are at the forefront of creating a new and exciting industry while our focus on greener production and fish welfare also put us one step ahead.

Our KSPs (see below) serve to strongly differentiate our product from wild-caught fish. The logistical setup we have in place combined with superior freshness, versus existing options for wild-caught cod, are clear advantages that put us in a unique competitive position going forward.

We have aligned our product with sales from day one and are represented in all global whitefish markets through our exclusive sales and distribution partnership with Sirena Group.

We intend to sell both HOG and value-added products (VAPs) to exploit the full market potential of our product and will be quick to respond and adapt based on the feedback we receive.

By-products for human consumption as well as marine ingredients represent another key market where we can utilize 98% of the fish. This reinforces our commitment to minimizing waste and conserving natural resources.

The leading seafood sales company Sirena Group oversees and is responsible for the GTM strategy of Norcod and the associated activities required to carry out this strategy and achieve optimal results.

Sirena's obligation is to ensure that Norcod gets the best possible market position to ensure stable sales at the highest possible price premium.

Achieving the above includes safeguarding the following parameters:

o Promoting the product in the best possible way
o Timely planned sales that are aligned to the production and vice versa
o Identifying the optimal production mix, meaning the proportion of products that are processed
o Ensuring that the entire fish is utilized and processed in ways that secures optimum market prices for every part
o Identifying the optimal number and mixture of customers, considering distribution and transaction costs
o Creating the foundation for the future growth in volumes
o Securing a leading competitive position and hype around the Norcod product

This will secure the sales processes of Norcod, which will lead to the company's superior competitive position that is key to the strength of its business model and the future thriving of the business as a whole.

Branding Strategy

It has from the beginning been imperative that Norcod's brand is positioned in a way that ensures it holds a strong position in the market.

A Premium Product

Norcod is a seafood product of the highest quality. It should therefore be positioned accordingly and in a highly exclusive, unique and premium brand. Norcod cod should simply be known as Norcod, similar to Skrei, a product title in its own right. Skrei is a great example of a product of the cod species that has succeeded in obtaining a superior high-end status.

One example of a marketing tool applied in order to help position the Norcod product as a premium product is through our work with leading chefs, who have provided us with testimonials where they testify to the quality of Norcod. With more activities such as these, alongside the exclusive look and feel of the brand, Sirena will position Norcod into the high-end segment of seafood.

An Innovative Company

At the same time, Norcod is a ground-breaking product, as it signifies the first successful farming of one of the world's major groundfish species. This needs to be reflected in its brand, which accordingly needs to come across as fresh, novel and innovative. This will also impact the types of promotion methods that are employed, as these must be cutting edge. Examples of such state-of-the-art promotion initiatives are the usage of green packaging, account-based marketing, QR codes, video animations, tutorials, interactive activities such as events or tasting, and open sharing of data. Norcod needs to be a modern and transparent brand. This transparency needs to enable the customer to trace the origin of his product. Gaining such insights will also help us to deliver on the important trends of sustainability and food safety that are of key concern for both consumers and customers alike.

Norcod AS

A Food Source of The Future

Norcod is a highly sustainable product and will put great efforts into documenting this sustainability with valid data. This is important to ensure that the promotion of the sustainable aspects of Norcod do not simply come across as green washing, but rather that we demonstrate that Norcod truly is a company with a business model that adheres to the future trends of an environmentally friendly production. It also needs to be reflected in every aspect of how the company conducts itself. This includes every production decision, every packaging choice, every logistical decision, and it all needs to come across in the communication and the brand.

Norwegian Origin

The Norwegian and Nordic origin of Norcod will also be exploited in the promotion. This entails promoting the cold pristine environment, and unique culture of this geographical region. The origin is highly exotic to many of the markets to which Norcod will go. This will be exploited! The strong brand and large invest from Norway in building the brand of Norwegian seafood is also something that will be taken advantage of.

Finally, the trendy new Nordic cuisine that is highly regarded in the global sphere is something which will be greatly exploited in the branding of Norcod as well. Restaurants such as Noma have given the Nordic kitchen a great brand that is known across the world. The Norcod brand will portray the same clean feel and design traits as those that are connected to the Nordic high-end cuisine.

Key Selling Points

The Unique Position of Norcod

Norcod has a lot going for it! It has numerous advantages that is highlighted in its promotion.

The above graph shows the competitive advantages Norcod has compared to the existing assortment of wild cod. Norcod is superior in its ability to better address key factors that the customers value… and do not forget its parasite free!

Quality – High stable quality with very firm flesh and no skin and meat damages due to careful handling and no trawl, nets or hooks.

Yield – 8% higher yield compared to wild-caught.

Freshness – From harvest to delivery in 48 hours in Northern EU and 72 hours in Southern EU and US, something wild cannot match!

Price stability – Long term, fixed price contracts all year around.

Product consistency - Farmed cod can produce a higher consistency than wild. This will be exacerbated by the skilled Norcod staff and their great care in the production.

Delivery stability – As we are not weather dependent, we can deliver all year around in contracted volumes.

Out of season availability – For the first time it is possible to obtain high-quality cod in great volumes outside the regular fresh season

Sales program availability – We can align our harvest to our customers' requirements and therefore offer longer term fresh programs.

Sustainability – Norcod is part of the shift to a future production that is less taxing for our planet. Norcod helps remove the pressure from the wild cod population. In addition, Norcod has multiple initiatives to ensure a green production, hybrid feed barges and boats, sustainable feed with high marine content, state of the art line equipment, high focus on fish welfare.

Sirena Group has developed brochures, websites and other sales material that highlights these selling points, to ensure all customers are fully briefed on the advantages. Likewise, all involved Sirena Group

sales staff is thoroughly trained in the Norcod business and its key selling points. Getting these key selling points across is highly important to position Norcod as a high-end and preferred product.

The above exerts from the Sirena Norcod sales brochure gives examples of how the key selling factors are neatly highlighted and presented in marketing material.

The Sirena GTM Strategy Summarised

Retail & USA In Focus

As clarified in the above section; different types and mixes of customers will be approached in each country to maximize value by ensuring the optimal mix of customers. The customer mix will differ from country to country.

Foodservice has severely declined due to Covid-19. This implicates that the Sirena GTM focus has been shifted towards retail, home delivery customers and market segments serving such customers.

Furthermore, as emphasized in the market data, EU prices are estimated to decline in 2021. To mitigate this, greater focus has been put on developing the US market which is recognized to be less impacted by the prognosed price declines. The added focus on the thriving sectors in the EU market, will also help ensure that Norcod meets its target price point.

The added focus on retail does not implicate that foodservice will not be developed. It is key that that this customer segment is approached and developed to build up demand for once this important sector returns.

Retail Approach & Processors - Advantages & Risks

In relation to retail, Sirena will run a dual model where in many cases direct sales will be the preferred solution. In other cases, a model where sales happen through a processor, which then further processes the product into fillets or loins will be chosen.

This means that we, in addition to our own processing, will also sell to several processors in 2021. This has been decided to secure the highest possible profit by limiting cost associated with building a fullscale in-house processing capability in year 1.

Ensuring that the right retailers are worked with directly from the get-go is achieved through Sirena's long experience of working with such market players. Working directly with retailers under the right conditions will enable us to easier obtain data and insight into the consumer habits of the final consumer.

Furthermore, it will increase our ability to engage in brand activities towards the final consumers. Both of which are highly valuable.

When working directly with retailers it is however impediment to ensure that the right set of conditions are in place. If contracts are not scrutinized, it could incur risk and non-favourable conditions for us, the supplier, which may result in many expensive claims and requirements. Again, Sirena's experience will help mitigate such situations.

Home-Delivery

Sirena Group has also established partnerships with the leading homedelivery companies to exploit the growth taking place in this segment. In addition, we have generated firm interest from other players in this segment.

By-Product

Sirena Group will ensure that all parts of the cod are utilized and sold for optimal usage, this will ultimately secure the highest possible price for each part as well as for the whole cod.

Final Words

Bringing it all together; Norcod needs to be positioned as a high-end product, especially in the sectors that are thriving in the face of the pandemic. Meanwhile, sectors such as food service that is currently struggling, needs to be engaged to ensure our future positioning for once such segments return. Geographically, EU will despite price decreases remain the main market, while the US will be a complimentary second-hand option likely to increase in importance.

The Sirena network of key buyers and experience will help ensure that Norcod avoids many of the struggles seen from previous cod farming attempts. Sirena Group will employ vast branding efforts and marketing expertise to ensure that Norcod becomes a high-end premium seafood brand. Norcod will become a beacon for the future of food, producing high quality, healthy protein, with minimal environmental impact.

Sirena Group possesses the sales and marketing capabilities and experience required to achieve such positioning. 35 years of navigating the challenging seafood industry and multiple successful cases of positioning suppliers in the most premium global markets; has enabled Sirena to be a thought leader and achiever in this difficult market space. Norcod stands in front of a truly revolutionary and exciting future.

Presentation of The Organization

Presentation of Key Management

Norcod AS

Presentation of The Board of Directors

Maris Solberg COB

– Group Head of Farming in Mowi for 9 years
– Former CEO of Mowi Norge

Former Chairman of the Board in
Norwegian Seafood Council
Previous executive positions at Hydro Seafood and Mow
M.Sc. In Microbiology with specialisation in Marine Ecology

Tore Tønseth Board Member

Investment director in Ronja Capital - More than 15 years experience from financial markets in seafood - 13 years as equity research analyst in Sparebank 1 and pareto securities Previous executive positions at Hydro Seafood and Mowi – M.Sc. from Norwegian school of
economics (nhh)

Jan Severin Sølbæk

Board Member

CEO of Artha Holding A/S
Comprehensive Executive Board experience - Proven M&A track record
Banking degree from Danske Bank Akademi

Boe Spurré Board Member

12 years of experience in sales and marketing of seafood from Sirena Group, 5 years as CEO - Former accountant at Ernst & Young - M.Sc. in economics from Copenhagen

Anders Bjerno Board Member

Present COB Codinvest ApS and Bjerno Holding ApS Former CEO and later COB in Chr. Jensen Shipping Group - Former COB in Hotel Property Group

Peter Buhl Board Member

35 years as co-founder and president of Sirena Group - Co-founder of Whitecap International Seafood Exporters

Norcod's Shares & Shareholders

Norcod reached an important milestone and was listed at Oslo Stock Exchanqe for trading on Euronext Growth 15 October 2020. Norcod is listed under det ticker code NCOD and the shares are registered under the securities number ISIN NO0010892912.

Norcod AS had 17 031 132 ordinary shares with a nominal value of NOK 0,5 per share on 31 December 2020. The company has only one share class, and each share has one vote.

As of 31 December, the company had 634 shareholders. The 10 largest shareholders owned 79,43 per cent of the shares at the year-end of 2020. Norcod has experienced an upsprung in interest from investors both from Norway and outside of Norway. The company's shareholders exist in several parts of the world, but it is a clear concentration in Europe, and specially in Scandinavia. At year end of 2020 the majority of the shareholders comes from Norway. For a detailed breakdown of our 20 largest shareholders, please see Note 6 in the Financial Statement.

Norcod AS

Share Price Development

Norcod AS secured a listing on Euronext Growth 15 October 2020. The company had an opening share price of NOK 50 per share and the closing share price at this date was NOK 49,01 per share. On the 31st December, the share price had a closing price at NOK 129 per share. This is an increase of 163 % since the listing of Norcod on Euronext Growth. One of the main triggers of the increase was the trial harvest of the cod in December. After the announcement of Norcod's first successful harvest of the cod, the share price reached a peak with closing price at NOK 139 per share. During Norcod's first period listed on the Euronext Growth, over 3,5 million shares were traded. The company's total market value on 31 December 2020 was NOK 2,197 billion.

*For the period 15 October to 31 December 2020.

Key figures		2020

Number of shares outstanding at year
end	Number	17 031 132,00
Number of shares traded	Number	3 556 196,00
Number of shareholders	Number	634,00
Average number of shares traded per day	Number	67 098,04
Total market value	NOK	2 197 016 028,00
Share price 31.12	NOK	129,00

Average share price	NOK	74,64
Lowest closing price	NOK	46,01
Highest closing price	NOK	139,00

FINANCIAL CALENDER 2021 FOR NORCOD AS:
20.04.2021	Annual statement 2020
06.05.2021	Annual General Meeting
06.05.2021	Quarterly Report - Q1
12.08.2021	Half-yearly Report
04.11.2021	Quarterly Report - Q3
25.02.2022	Quarterly Report - Q4

Please note that the financial calendar may be object to change. Any changes will be communicated through stock exchange notice.

Annual Performance Board of Directors Report For 2020

The Company's Operations & Locations

Norcod AS is the leading producer of farmed cod. The company's core business is commercial farming of cod in marine facilities, and the company is also involved in the entire value chain through cooperation with key players. Norcod's head office is in Trondheim and the company's fish farms are located in central Norway, Jamnungen and Finnangerøya, where conditions are ideal for cod. The company has established a subsidiary, Norcod Drift AS, and have shares in two associated companies.

The company contributes to a sustainable sea with minimal environmental costs and active support of local communities. In this matter Norcod contributes to a blue value creation. The company is listed on the Oslo Stock Exchange Euronext Growth.

Highlights in 2020

During its relatively short existence, Norcod has reached many milestones. From holding three employees and having cod in growth phase in land-based facilities in 2019, the company took solid steps forward in its development during 2020. Per today the company has eighteen employees and has established production sites at sea. The fish performance is good, confirmed through high feed utilization and survival rate.

Throughout the autumn and winter, the biological performance has been excellent

Norcod carried out first planned trial harvest and processing of cod in December. Samples were sent to the US and various countries in Europe where they elicited an incredibly positive response from customers and the market.

Changes were made in the company's management in the fourth quarter. Christian Riber took over as CEO to strengthen the company on its way to new milestones, while Hilde Storhaug moved to the newly created position of CSO. Sustainability will require a lot of attention in the coming years as one of Norcod's key priorities. Meanwhile, Marit Solberg accepted the position of Chair of the Board. Overall, the Norcod team has a great amount of experience and expertise in aquaculture.

In mid-February current year, the initial audit regarding Global G.A.P. was conducted. Norcod has a wellstructured Internal Control system implemented both in operations and as a management tool.

Sustainable Focus & Organic Growth Potential

An important strategic element for Norcod is related to technology and equipment for the production sites. Focusing on sustainable production and reducing the carbon footprint, the company will, as far as possible, use electrified vessels and hybrid solutions for the feed barges. Implementing waterborne feeding results in less energy consumption and a calmer environment for our employees, the cod, and surroundings. Waterborne feeding also reduces the amount of microplastic released into the ocean, due to less erosion of the feed pipes.

With the aim of reducing the climate footprint, we will continuously seek technical solutions and alternatives to input factors for the company's production. This is to ensure a good working environment, fish welfare and the lowest possible impact on the surroundings. Through the production of sustainable protein from the sea, Norcod takes responsibility related to economic, social, and environmental sustainability. Read more about the company's approach to sustainability in the annual report's chapter on the topic.

Financial Performance

Norcod is in a growing phase and 2020 has been a year of investing and building up its operational activities and especially its biological assets of cod. The ordinary harvesting of the first production cycle and sale of cod starts as planned in 2021.The phase of the company is reflected in the company's financial performance and the financial results are created through interaction between the people, the cod and the nature. The level of activity is according to the company's plan and strategy, and the Board of Directors is satisfied with this level.

The Income Statement

Due to the high level of investment and operational activities related to the biological assets, Norcod generated an operating result of NOK - 18,3 million in 2020. Net result before tax was NOK - 23 million and result after tax was NOK -17,9 million. Compared with last year when the operating result was NOK - 11,2 million and result after tax was NOK –10,3 million, the result in 2020 reflects one full year of operation including the establishment of farm sites and transfer of cod from growth facilities into the sea at both Finnangerøya and Jamnungen. The cost of materials and salary and personnel expenses have increased due to the higher level of operational activities and the need for more employees. The company expanded from 2 employees in 2019 to 16 at the end of 2020 and continues to appoint highly qualified labour in 2021. Net financial expenses were NOK 4,7 million, an increase of NOK 2,6 million. The increase was mainly due to interest rates and dissemination commission regarding loans.

Norcod AS

Balance Sheet

Norcod's total capital was NOK 458 million at the end of 2020, this is a total increase by NOK 416 million compared to last year-end in 2019. During the year, Norcod has been building its inventory of biological assets, and at the end of the year inventory and biological assets are capitalized at NOK 103 million, which is an increase of NOK 88 million from last year. In addition, substantial investments have been made in fixed assets, totalling acquisition cost of NOK 49 million as of year-end 2020. Additionally, NOK 50 has been invested in the subsidiary Norcod Drift AS. This was done as a capital contribution and is a part of the preparation for Norcod Drift's operations to commence in 2021. A total of NOK 16 million has been invested in associated companies to ensure access to fry and secure growth. This is in line with Norcod's production goals.

The increase in total assets is financed by both new equity of NOK 358 million due to the company's listing on the Oslo Stock Exchange Euronext Growth in October and a short-term loan of NOK 70 million.

The company's bank deposits were NOK 199 million as of year-end 2020, up NOK 191 million from NOK 8 million at the end of 2019.

Norcod has a deferred tax asset of NOK 14 million as of year-end 2020, due to taxable losses in the startup phase.

Cash Flow Statement

Norcod's cash flow for 2020 is strong, but it is affected of the company's growing phase. Since Norcod is currently investing in building up its core business, the net cash flow from operating activities is negative by NOK -112 million, and NOK -118 million from investing activities. The increase in investing activities is related to investments in fixed assets, such as new electrified vessels and waterborne feed barges. The company has also invested in the subsidiary Norcod Drift AS and other associated companies. The high negative change in operational activities is changed due to the increase in the biological assets at cost of NOK 72,8 million and change in other provisions of NOK 15,5 million, which mainly relates to advance payment for fish fry of NOK 10,6 million, insurance and dissemination commission.

A share issue of NOK 105 million was carried out in January and have a positive effect on the financial cash flow. An additional share issue of NOK 250 million was carried out in September and is related to the listing on the Oslo Stock Exchange for trading on Euronext Growth. The financial activities have provided Norcod with both new equity and loans during 2020, both having a positive effect on the cash flow. Payment of loans to associated companies of NOK 15 million had the opposite effect on the cash flow. The net cash flows from financing activities were NOK 420 million in 2020, compared to NOK 43 million in 2019.

The total positive cash flow of NOK 191 million has resulted in net bank deposits totalling NOK 199 million for Norcod at the close of 2020, as opposed to NOK 8 million as of the same time last year.

Going Concern

Norcod AS's Board of Directors confirm that the year-end financial statements have been prepared on the basis that the company is a going concern. This assessment rests on the company's result, financial position, and budgets.

Research & Development

Norcod is devoted to the cod, the blue future and on sustainable biological production. Animal welfare and efficient production with a low CO2 footprint is the foundation of Norcod's existence. The company's mission is to help ensure that more of the world's food production comes from the ocean. Blue value creation within the existing framework for management and sustainability is our approach to the blue future.

Norcod runs several research projects funded by SkatteFUNN. It is particularly important for Norcod to ensure proper nutrition, fish health and growth for the cod. Important focus areas were quickly identified where knowledge gaps must be closed. The first trial under the auspices of Norcod was a feed trial involving several types of cod diet. This project is run at LetSea's research station located at Dønna.

Furthermore, Norcod has an ongoing trial that deals with testing of several types of net materials. In addition, the company, together with vaccine manufacturer Vaxinova, is involved in a vaccine trial with the intention of further developing the current cod vaccine.

Norcod has recently started a collaborative project with Vard, a supplier of tools for biomass control. It aims to contribute to the development of software adapted to biomass control on cod.

Operational Risk & Risk Management

Norcod's operational risk include those relating to biological production, farming operation and Market, sales, and distribution. A summary of some of the risks may be found below.

Biological Production

Norcod set its first cod into the sea in the beginning of 2020 and have throughout 2020 gained extensive experience related to the welfare and behaviour of the cod. Norcod have had very low mortality rates compared with expectations. Norcod has also seen particularly good growth rates and great feed utilization. Cod do not have the same lice challenge as salmon but can be subject other decreases which has not been detected throughout the 2020 production. The cod is carefully followed up by internal systems to reduce these biological risks.

Farming Operation

During 2020 Norcod have established farming sites and have successfully taken delivery of all farming equipment and have put into operation. The farming operation is running very stable, and all equipment is regularly inspected and cleaned to minimize operational risks.

Market, Sales & Distribution

The Cod market is volatile, with price fluctuations within a relatively short time span. That said there has been a stable rise in demand for sustainable whitefish and in particular Cod. During 2020 Norcod performed a trial harvest to test the high demand and quality of its fish with great success. Norcod will mitigate part of the price fluctuation risk by selling a large part of its production on contracts and only a smaller volume in the daily market.

Financial Risk & Risk Management

Norcod's financial risks include those relating to currency exchange, interest rates, credit and liquidity.

Currency Risk

The funding arrangement with Artha Cod Ansvarligt Lån P/S is originally in the foreign currency DKK. Due to this, Norcod is exposed to currency exchange rate fluctuation affecting the company's cash flow and profits. All other cash is currently held in the local currency NOK.

Interest Risk

Norcod's interest bearing debt from shareholder Artha Cod Ansvarligt Lån P/S is based on an agreed fixed interest rate, which means that the company has reduced its exposure to movements in interest rates. All cash is currently held in NOK. Adverse movement in interest rates in the future may therefore have a material adverse impact on the Company's financial performance.

Credit & Liquidity Risk

With limited revenues in 2020, the liquidity risk is currently based on the company's financial position, leasing arrangements and access to financing in the capital market. These may impact the company's ability to meet its financial obligations in the day-to-day activities. The company has entered funding arrangements with Artha Cod Ansvarligt Lån P/S which is associated with one of the Company's current shareholders Artha Cod AS. As of 31 December 2020, the company does not have any other substantial

sums with increased credit risk or covenants outstanding. Next year, a new factor will be affecting Norcod's liquidity risk, and this is the level of price of cod. Overall, the company's credit and liquidity risk are at an acceptable level and under control.

Corporal Social Responsibility

Working Environment, Discrimination & Equality

As of 31 December 2020, the company had 16 full-time employees. The aquaculture industry has traditionally been a male dominated workplace, but in Norcod 38 % of the employees are women and 62 % are men. Both men and women are represented in the management and in the board, 4 of 7 are women in the management, the board's chair is a woman, but the rest of the board are men. The company aims to be a workplace in which women and men are equal, and where it is no gender-based discrimination in both payment, promotion, or recruitment. Further the company aims to be a good and safe workplace where it is no discrimination on the ground of entity, country of origin, colour, religion, reduced functional capacity or in other areas.

Norcod had a sickness absence rate of 0,82 % in 2020. 1 injury which led to absence, 8 injuries which did not lead to absence have been registered. None of these were serious.

Impact on External Environment

Anti-Corruption & Ethical Code of Conduct

Norcod denounce all forms of corruptions and is very conscious to its responsibility regarding ethical conduct, society at large and the environment. The company strive for a culture of transparency in all areas and have established an ethical code of conduct for the employees. These common principles reflect the company's values and supports the employees make the right decisions when needed. For instance, this includes the use of correct business conduct, conflicts of interests, entertainment and travel expenses, giving and receiving gifts, processing information and duty of confidentiality, how to handle inside information, corruption, whistleblowing, bribes etc. The management is responsible for ensuring

compliance with the conducts, but the employees is responsible for practicing the ethical code of conduct.

Norcod uses an external accountant, KL Økonomi og HR AS. They are responsible for the bookkeeping and the company always require dual approval when paying invoices.

Result & Allocation

The company's financial statements are submitted on assumption of going concern. In 2020 Norcod reports an annual loss after tax of NOK 17 921 282. The board of directors proposes the following allocation of the net loss for the year:

Transferred to other paid-in equity: NOK 17 921 282.
Total allocation: NOK 17 921 282.

Norcod is in a solid growth phase and have an equity ratio of 81,4 %.

Market Conditions & Future Outlook

Based on the wild Atlantic cod there has been a decline since 2013. In 2021 there was an increase in the quota however that will mainly be in the frozen category and it is expected there will be less fresh Cod available throughout 2021. Prices have seen an upward trend since 2013, due to market & product development and decrease in stocks. Prices are however expected to decrease in 2021 due to decreased demand caused by the pandemic. In 2022 prices are expected to return to normal pre-covid-19 levels.

An important factor is that Norcod is marketed and sold not as a substitute product to wild Atlantic Cod but as an additional high end whitefish product. Based on the 2020 trial harvest the high-end whitefish market appreciates the difference Norcod brings such as high stable quality, unique freshness, tremendous yields and both price and delivery stability. Based on the current high demand for Norcod and prices as high as NOK 65/kg achieved in the trial ensures the market confidence.

It is also Norcod's expectation that the longer Norcod is available and present in the market the higher demand and preference will be achieved and therefore higher prices.

Norcod was recently granted its fourth production site. Location Frosvika is situated in Meløy municipality in Nordland county. This marks another important milestone on the company´s journey towards yearround industrial-scale farming of fresh cod.

Covid-19 Pandemic

Over the past year, the Covid-19 pandemic has continued to spread throughout the world and has become a part of the daily global situation. It creates uncertainty both for the consequences and duration, but it is sure that is has affected the global aquaculture industry and specially the market, coordination, demand, access to labour and credit risk. The pandemic has potentially consequences that is difficult to identify, but Norcod is monitoring the situation and will act when needed. During 2020 the company has had focus on infection control and has implemented "home-office" for the employees in the management group when the government has recommended to do so. The company has also reduced travels to and between the locations to a minimum and just when it is considered necessary.

Norcod is in a growing phase and has not been significantly affected of the situation. The company has managed it in a safe and good way and the Board has been focusing on building a solid company. The Board considers that the pandemic as a result of the covid-19 outbreak does not change the assumption for continued operations, which is an assumption for the 2020 financial accounts. The board continues to monitor the situation carefully to ensure proper actions are taken as the situation continues in 2021.

Trondheim, 19. April 2021

00 Marit Solberg

Chair

ders Bjerno

Board Member

Peter Buhl

Board Member

ore (). I censelly

Tore A. Tønseth

Board Member

unit

Jan Severin Sølbæk

Board Member

Christian Riber

CEO

Norcod's Financial Statement 2020

INCOME STATEMENT
(Amounts in NOK 1000)

	Note	2020	2019
Operating revenue and costs
Operating revenue		6,838	5,610
Total operating revenue		6,838	5,610

Cost of materials		-5,342	8,834
Salaries and personnel expenses	8	15,157	3,161
Depreciation	2	2,473	11
Other operating expenses	9	12,885	4,804
Total operating expenses		25,173	16,810

Operating result		-18,335	-11,200

Financial items
Other interest income		82	2
Other financial income		123	0
Other interest expenses	13	4,812	8
Other financial expense		114	2,082
Net financial items		-4,721	-2,088

Result before tax		-23,056	-13,288

Income tax expense	7	-5,135	-2,918

Net profit or loss for the year		-17,921	-10,370

Loss attributed to:
Transferred to/from other paid-in equity	5	-17,921	-624
Transferred to/from retained earnings	5	0	-9,746
Net result for the year		-17,921	-10,370

Norcod AS

ASSETS	Note	31/12/20	31/12/19

Concessions, patents, licences, trademarks, and similar rights	11	5,902	4,088
Deferred tax asset	7	13,859	2,918
Total intangible assets		19,761	7,006

Machinery and equipment	2	21,188	151
Boats and fleets	2	25,567	0
Fixtures and fittings, tools, office machinery and equipment	2	222	188
Total tangible assets		46,977	339

Investments in subsidiaries	3	50,030	30
Investments in associated companies and joint ventures	3	16,003	0
Other non-current receivables		930	38
Total financial fixed assets		66,963	68

TOTAL NON-CURRENT ASSETS		133,701	7,413


Inventory and biological assets	1	103,251	15,208

Trade receivables		529	7,119
Other short-term receivables and prepayments		21,944	3,870
Total receivables		22,474	10,989

Cash and cash equivalents	10	199,392	8,448

TOTAL CURRENT ASSETS		325,117	34,645


TOTAL ASSETS		458,817	42,058

BALANCE SHEET AT 31.12.
	(Amounts in NOK 1000)

EQUITY AND LIABILITIES	Note	31/12/2020	31/12/2019

Share capital	5.6	8,516	37
Share premium	5	364,805	32,857
Total paid-in equity		373,320	32,894

TOTAL EQUITY		373,320	32,894

Liabilities to associated companies	4.12	67,952	0
Total long-term liabilities		67,952	0

Norcod AS

Trade payables	13,161	6,155
Public duties payable	875	384
Other short-term liabilities	3,509	2,626
Total short-term liabilities	17,545	9,165

TOTAL LIABILITIES	85,497	9,165


TOTAL EQUITY AND LIABILITIES	458,817	42,058

Trondheim 19. April, 2021

Marit Solberg

Chair

Boe R, Spurré

Board Member

orc (). I course Jer Tore A. Tønseth

Board Member

Jan Severin Sølbæk

Board Member

Anders Bjerno

Peter Buhl

Board Member

Christian Riber

with

CEO

Board Member

STATEMENT OF CASH FLOW (Amounts in NOK 1000)
	Note	2020	2019
Profit/loss before income taxes		-23,056	-13,288
Cash flow from operations
Depreciation	2	2,473	11
Change in inventory and biological assets	1	-88,043	-15,208
Change in trade debtors		6,290	-7,119
Change in trade creditors		7,007	6,155
Change in other provisions		-16,400	-829
Net cash flow from operations		-111,730	-30,279

Cash flow from investments
Purchase of fixed assets	2	-49,111	-4,438
Purchase of shares and investments in subsidiary and
associated companies	3	-66,003	-30
Payment for licences	11	-1,814	-38
Purchase of other investments		-892	0
Sale of treasury shares Net cash flow from investments		0 -117,820	624 -3,882

Cash flow from financing
Proceeds from new interest-bearing debt	12	86,961	0
Repayment of Interest-bearing debt	12	-15,403	0
Interest paid	12	-3,607	0
Proceeds from issuance of equity	5	352,542	42,610
Net cash flow from financing		420,494	42,610

Net change in cash and cash equivalents		190,944	8,448
Cash and cash equivalents at the beginning of the
period	10	8,448	0
Cash and cash equivalents at the end of the period	10	199,392	8,448

STATEMENT OF CHANGE IN EQUITY (Amounts in NOK 1000)

	Paid-in equity

2019	Share capital	Share premium	Total equity
Equity as of 1 Jan 2019	30	0	30
Issue of treasury shares	7	43,226	43,233
Net profit/loss for the period	0	-10,370	-10,370
Equity as of 31 Dec 2019	37	32,857	32,894

2020	Share capital	Share premium	Total equity
Equity as of 1 jan 2020	37	32,857	32,894
Issue of shares 25.02.2020	20	99,485	99,505
Fund issue 22.06.2020	5,673	-5,673	0
Issue of shares 2.10.2020	286	19,714	20,000
Issue of shares 13.10.2020	2,500	236,343	238,843
Net profit/loss for the period	0	-17,921	-17,921
Equity as of 31 Dec 2020	8,516	364,805	373,320

Notes to The Annual Financial Statement

Accounting Principles

The annual accounts have been prepared in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway. All figures in the notes to the accounts are in NOK 1000.

Norcod AS has established the subsidiary Norcod Drift AS. The subsidiary has not had any operations during 2020. The company also has investments in the associated company Havlandet Norcod AS where they have 50 % of the shares, the other 50 % is owned by Havlandet Havbruk AS. See note 3 for more information regarding the investments. Based on this information Norcod AS is omitted to prepare consolidated financial statements in accordance with Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.

The annual financial statement was approved by the board on 19 April 2021.

Revenues

The company's operating revenue derive mainly from sale of cod.

Income from sale of goods is recognized at fair value of the consideration, net after deduction of VAT, returns, discounts sales commissions and reductions. Operating revenue from the sale of goods are recognised at when the control is transferred to the customer. Control is generally passed on when the goods are delivered to the customer according to the delivery terms in the sales contract.

Classification & Assessment of Balance Sheet Items

Assets intended for long term ownership or use have been classified as fixed assets. Assets relating to the trading cycle have been classified as current assets. Other receivables are classified as current assets if they are to be repaid within one year after the transaction date. Similar criteria apply to liabilities. First

year's instalment on long term liabilities and long-term receivables are, however, not classified as shortterm liabilities and current assets.

Fixed Assets

Fixed assets include assets intended for long‐term ownership and use for the company. Fixed assets are measured at acquisition cost less accumulated depreciation and impairment. Land is not depreciated. Other fixed assets are reflected in the balance sheet and depreciated to residual value over the asset's expected useful life on a straight‐line basis. If changes in the depreciation plan occur the effect is distributed over the remaining depreciation period. Direct maintenance of an asset is expensed under operating expenses as and when it is Incurred. Additions or improvements are capitalized to the asset's cost price and depreciated together with the asset. The split between maintenance and additions/improvements is calculated in proportion to the asset's condition at the acquisition date.

Investments in Other Companies

The cost method is applied to investments in other companies. The cost price is increased when funds are added through capital increases or when group contributions are made to subsidiaries. Dividends received are initially taken to income. Dividends exceeding the portion of retained equity after the purchase are reflected as a reduction in purchase cost. Dividend/group contribution from subsidiaries are reflected in the same year as the subsidiary makes a provision for the amount. Dividend from other companies is reflected as financial income when it has been approved.

Asset Impairments

Impairment tests are carried out if there is indication that the carrying amount of an asset exceeds the estimated recoverable amount. The test is performed on the lowest level of fixed assets at which independent cashflows can be identified. If the carrying amount is higher than both the fair value less cost to sell and value in use (net present value of future use/ownership), the asset is written down to the highest of fair value less cost to sell and the value in use.

Previous impairment charges, except write down of goodwill, are reversed in later periods if the conditions causing the write‐down are no longer present.

Inventories & Biological Asset

Inventories are valued at the lower of purchase cost (according to the FIFO principle) and fair value. Recoverable amount has been used as approximation to net realisable value for raw materials and work in progress.

Biological assets comprise live fish stocks. Acquisition cost for these goods is direct costs and a proportionately share of indirect variable and fixed manufacturing costs. Share of fixed costs is limited to share at normal capacity utilization. When calculating fair value, the sales price is deducted at a future sales date sales costs and manufacturing costs incurred to bring goods to finished goods.

Debtors

Trade debtors are recognised in the balance sheet after provision for bad debts. The bad debts provision is made on basis of an individual assessment of each debtor and an additional provision is made for other debtors to cover expected losses. Significant financial problems at the customers, the likelihood that the customer will become bankrupt or experience financial restructuring and postponements and insufficient payments, are considered indicators that the debtors should be written down.

Other debtors, both current and long term, are recognised at the lower of nominal and net realisable value. Net realisable value is the present value of estimated future payments. When the effect of a write down is insignificant for accounting purposes this is, however, not carried out. Provisions for bad debts are valued the same way as for the trade debtors.

Liabilities

Liabilities, with the exception of certain liability provisions, are recognised in the balance sheet at nominal amount.

Taxes

The tax charge in the income statement includes both payable taxes for the period and changes in deferred tax. Deferred tax is calculated at relevant tax rates on the basis of the temporary differences which exist between accounting and tax values, and any carry forward losses for tax purposes at the year‐ end. Tax enhancing or tax reducing temporary differences, which are reversed or may be reversed in the same period, have been eliminated. The disclosure of deferred tax benefits on net tax reducing differences which have not been eliminated, and carry forward losses, is based on estimated future earnings. Deferred tax and tax benefits which may be shown in the balance sheet are presented net.

Tax reduction on group contributions given and tax on group contribution received, booked as a reduction of cost price or taken directly to equity, are booked directly against tax in the balance sheet (offset against payable taxes if the group contribution has affected payable taxes, and offset against deferred taxes if the group contribution has affected deferred taxes).

Deferred tax is reflected at nominal value.

Foreign Currency

Foreign currency transactions are translated into the functional currency (NOK) using the exchange rates at the transaction date. Foreign currency debt is valued at the exchange rate at the end of the financial year. Course gains and course losses classified as financial items.

Cash Flow

The cash flow statement is prepared according to the indirect method. Cash and cash equivalents

includes cash and bank deposits. The cash flow illustrates the company's total cash flow by operating activities, investing activities and financing activities.

Note 1 Inventory and biological assets
Specification of the change in biological assets for the period:	2020	2019
Biological assets as of 01.01	15 208	0
Increase resulting from production in the period	87 655	15 208
Reduction due to harvesting in the period*	‐1 116	0

Total biological assets as of 31.12 101 747 15 208

* Norcod AS carried out its first trial harvest in December

Specification of inventory:	2020	2019
Raw materials**	1 503	0
Total inventory	1 503	0

** Raw materials comprise feed for the farming business.

Note 2 Property, plant and equipment

Fixed assets	Boats and fleets	Machinery and equipment	Other operating assets	Total fixed assets
Purchase cost 01.01.	0	151	199	350
Additions	26 970	22 081	60	49 111
Disposals	0	0	0	0
Purchase cost 31.12.	26 970	22 232	259	49 461
Accumulated depreciation 31.12.	1 403	1 044	37	2 484
Net book value 31.12.	25 567	21 188	222	46 977
Depreciation in the year	1 403	1 044	26	2 473
Expected useful life Depreciation plan	10‐15 years Straight‐line	3‐15 years Straight‐line	5‐15 years Straight‐line

Note 3 Subsidiaries, associated companies, and joint ventures

Investments in subsidiaries and associated companies are booked according to the cost method

Subsidiaries	Location	Ownership/ voting right	Equity last year (100%)	Result last year (100%)	Balance sheet value
Norcod Drift AS	Trondheim	100 %	49 903	‐44	50 030
Balance sheet value 31.12.					50 030

Norcod Drift AS was established 12.07.2019. The subsidiary has not had any operations during 2020.

Norcod AS has made a capital contribution of NOK 50 million to its subsidiary Norcod Drift AS during 2020.

Norcod Drift AS has invested some of these funds as part of the preparation for their operations to commence. A condensed interim balance sheet of the company as of 31 December 2020 is presented as follows for information purposes:

Norcod Drift AS:	Booked as expense
Property, plant & equipment	399
Other receivables	30 964
Cash and cash equivalents	18 881
Total assets	50 245
Total equity	49 903
Short term debt	341
Total equity and liabilities	50 245

Note 5 Equity

		Ownership/	Equity last year	Result last year	Balance sheet
Associated companies	Location	voting right	(100%)	(100%)	value
Havlandet Norcod AS	Florø	50 %	14 780	‐314	15 000
Arctic Cod AS	Sandnessjøen	20 %	2 230	‐271	1 003
Balance sheet value 31.12.					16 003

Norcod AS has an investment agreement of total NOK 60 millions with Havlandet Havbruk AS,

Company No. 821 489 969. The agreement is that Norcod AS will become a shareholder with 50 % shares in Havlandet Norcod AS Corporation No. 925 237 809, in Florø. Norcod AS has in 2020 invested and paid NOK 15 millions of the agreed amount.

The company has the biological rights that Havlandet Havbruk AS currently has for the production of cod fry. The company has started a project of a new facility of fish farms (RAS) for the production of fry on land. This will give Norcod AS access to fry that supports and is in line with Norcod's future prospects of growth .

Norcod AS owns 1700 shares in Arctic Cod AS, Corporation No. 918 275 649, at a cost of NOK 590 per share, totally NOK 1 003 000.

Note 4 Balance with group companies, etc. Other liabilities 2020 2019 Group companies 0 0 Associated companies 67 952 0 Total 67 952 0

Equity changes in the year	Share capital	Share premium	Total
Equity as of 01.01.2019	30	0	30
Loss for the year	0	‐10 370	‐10 370
Capital increase	7	42 603	42 610
Other transactions		624	624
Equity as of 31.12.2019	37	32 857	32 894
Loss for the year	0	‐18 015	‐18 015
Capital increase	8 478	370 674	379 152
Issuance costs	0	‐20 804	‐20 804
Equity as of 31.12.2020	8 516	364 711	373 227
Note 6 Share capital and shareholder information
Share capital as of 31 December 2020 comprises the following classes of	Number of	Nominal	Book
share:		value	value
	shares

Ordinary shares	17 031 132	0,50	8 515 565

Norcod AS had 626 shareholders as of 31 December 2020. All shares afford the same rigths in the company.

List of (20) major shareholders at 31.12.	Number of shares	Ownership
SIRENA GROUP AS	3 097 708	18 %
Artha-Norcod III A/S	2 260 000	13 %
Codinvest Aps	1 747 178	10 %
RONJA CAPITAL II AS	1 371 428	8 %
ISFJORD NORWAY AS	1 337 932	8 %
Artha Norcod A/S	1 281 730	8 %
Artha Norcod II A/S	1 205 982	7 %
FARVATN PRIVATE EQUITY AS	486 000	3 %
GH HOLDING AS	389 434	2 %
Kinondo Invest ApS	350 166	2 %
Nordnet Bank AB	318 044	2 %
Deckard ApS	300 000	2 %
GÅSØ NÆRINGSUTVIKLING AS	261 303	2 %
SHIPS HOLDING AS	260 000	2 %
COMMITAS AS	203 300	1 %
Familien Bylling Holding ApS	200 000	1 %
Nordea Bank Abp	183 423	1 %
Danske Bank A/S	174 978	1 %
RAVI INVESTERING AS	130 000	1 %
J.P. Morgan Bank Luxembourg S.A.	115 790	1 %
Total 20 largest shareholders	15 674 396	92 %
Total other owners	1 356 736	8 %
Total number of shares	17 031 132	100 %
Taxation Note 7

	2020	2019
Tax payable	0	0
Change in deferred tax	‐10 847	‐2 918
Tax on items booked against equity	5 806	0
Tax expense	‐5 041	‐2 918

Specification of temporary differences

and deferred tax:	31.12.2020	31.12.2019 Change
Fixed assets	5 849	59	5 789
Biological assets	101 747	0	101 747
Receivables	0	142	‐142
Net temporary differences	107 596	201	107 394
Losses carried forward	‐170 164	‐13 466	‐156 697
Basis for deferred tax	‐62 568	‐13 265

Deferred tax assets	‐13 765	‐2 918	‐10 847

Basis for income tax expense, changes in deferred tax and tax payable:	2020	2019
Result before taxes	‐23 056	‐13 288
Permanent differences	143	23
Items booked against equity	‐26 390	0
Basis for the tax expense for the year	‐49 303	‐13 265
Change in temporary differences	‐107 394	‐201
Change in tax losses carried forward	156 697	13 466
Basis for payable taxes in the income statement	0	0
+/‐ Group contributions received/given	0	0
Taxable income (basis for payable taxes in the balance sheet)	0	0

Reconciliation of the tax expense:
Result before taxes	‐23 056	‐13 288
Calculated tax	‐5 072	‐2 923
Tax expense	‐5 041	‐2 918
Difference	31	5

The difference consist of:
Tax of permanent differences	31	5
Tax on items booked against equity	5 806	0
Sum explained differences	31	5

Payable taxes in the balance sheet:
Payable tax in the tax charge Tax	0	0
effect of group contribution	0	0
Payable tax in the balance sheet	0	0

Note 8 Payroll expenses, number of employees, remunerations, loans to employees, etc.
Payroll expenses	2020	2019
Wages and salaries	11 592	2 606
Payroll tax	1 424	365
Pension expenses	508	64
Other benefits	1 634	125
Total	15 157	3 161
Average number of full‐time‐equivalents	16	2

The company follows the agreement on a mandatory occupational pension (OTP) for all employees.

Remuneration to key management:

				Payments
		Salary	Bonus	in kind	Total
Christian Riber	CEO*	0	0	0	0
Hilde R. Storhaug	CEO/CSO*	755	0	7	762
Rune Eriksen	COO	1 642	100	136	1 879
Total		2 397	100	143	2 640
Directors fee:				2020	2019
Christian Riber	Chair*			125	0
Marit Solberg	Chair/Board member*			250	250
Boe R. Spurré	Board member			125	0
Jan Severin Sølbæk	Board member			125	0
Anders Bjerno	Board member			125	0
Tore Tønseth	Board member			125	0
Peter Buhl	Board member*			0	0
Total				875	250

Neither the chair of the Board, nor the general manager, has any bonus agreement or any severance pay agreement. No loans/sureties have been granted to the general manager, Board chair or other related parties.

* Hilde R. Storhaug was CEO from May to the end of December 2020. During the fourth quarter of 2020 the company's management and Board of Directors have been changed. Christian Riber took over as CEO after Hilde R. Storhaug, whilst Hilde entered the new position as CSO, Marit Solberg took over

as Chair of the Board after Christian Riber. Peter Buhl is a new member of the Board.

Note 9 Auditor's fees
	2020	2019
Statutory audit	132	43
Other attestation services	365	163
Total audit fees	497	206
All auditor's fees are exclusive VAT.
Note 10 Cash and bank deposits
	2020	2019
Bank deposits	199 392	8 448
Cash and bank deposits	199 392	8 448
Of which restricted bank deposits	562	280

Note 11 Licenses

The company capitalize accrued expenses due to costs related to work of licenses and site surveys of locations.

Change in current debt from shareholders

(amount in NOK million)		Issued Fallen due/Redeemed	Booked as expense
Debt to Codinvest ApS*	15 000	‐15 000	0
Accrued interest	0	‐403	403
Totalt	15 000	‐15 403	403

Change in current debt from shareholders

(amount in NOK million)		Booked as expense	31 Dec 2020
Debt to Artha Cod Ansvarligt Lån P/S	66 949	0	66 949
Dissemination commission	‐3 204	1 335	‐1 869
Adjustment due to change in currency	0	‐121	‐121
Accrued interest	0	2 993	2 993
Totalt	63 744	4 207	67 952

*The loan is repaid in October 2020.

** Debt is originaly issued in DKK 49 623 836. Exchange currency rate used is NOK 140,7.

Financial income 2020 2019 Interest income from group companies and associated companies 0 0 Other financial income 0 0 Total financial income 0 0 Financial expenses 2020 2019 Interest expenses to group companies and associated companies 3 396 0 Other financial expenses to associated companies 1 335 0 Other financial expenses 0 0 Total financial expenses 4 731 0 Note 13 Specification of financial income and expenses

Note 14 Events after the balance sheet date

No events that have significantly affected or may significantly affect the operations of the company have occurred after 31 December 2020

INDEPENDENT AUDITOR'S REPORT

Deloitte AS Dvre Halses gate 1A NO-7042 Trondheim Norway

Tel: +47 73 87 69 00 www.deloitte.no

To the General Meeting of Norcod AS

INDEPENDENT AUDITOR'S REPORT

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Norcod AS, which comprise the balance sheet as at 31 December 2020, the income statement, statement of changes in equity and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements are prepared in accordance with law and regulations and give a true and fair view of the financial position of the Company as at 31 December 2020, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.

Basis for Opinion

We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Financial Statements section of our report. We are independent of the Company as required by laws and regulations, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

Management is responsible for the other information comprises information in the annual report, except the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and the Managing Director for the Financial Statements

The Board of Directors and the Management) are responsible for the preparation in accordance with law and regulations, including a true and fair view of the financial statements in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for such internal control as management determines is necessary to enable the preparation of financial statements that are from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations.

Registrert i Foretaksregisteret Medlemmer av Den norske Revisorforening Organisasjonsnummer: 980 211 282

Delotte AS and Delaite Advokation affilizes of Deitte NWE LLP, a member firm of Delitte Tourber Tourber Tourber
Tolmatsu Limited ("DTL"), its networ firms, and the Sloal") de Please see www.deloitte.no for a more detailed description of DTTL and its member firms.

Deloitte.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

For further description of Auditor's Responsibilities for the Financial Statements reference is made to https://revisorforeningen.no/revisjonsberetninger

Report on Other Legal and Regulatory Requirements

Opinion on the Board of Directors' report

Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors' report concerning the financial statements, the going concern assumption and the proposed allocation of the result is consistent with the financial statements and complies with the law and regulations.

Opinion on Registration and Documentation

Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information, it is our opinion that management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the Company's accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway.

Trondheim, 19 April 2021 Deloitte

Per Kr. Forseth State Authorised Public Accountant (This document is signed electronically)

NORCOD ^| YEARLY REVIEW 2020 ^| WWW.NORCOD.NO 4

AI assistant

Norcod — Annual Report 2020

3675_10-k_2021-04-20_38a27610-b7fc-440a-97dc-48eff6076c50.pdf

ANNUAL REPORT 2020

Content

Introduction & Overview

Value Chain: From Egg to Full Grown Cod

Milestones in 2020

Year Event

Letter From The CEO

Norcod's History

Overview of key events in the history of the Company:

Strategy

Supply chain strategy:

Fry:

Growth:

Sea Phase:

Harvest:

Sales and Distribution:

Sustainable Norwegian Cod Farming

Our Cod & A Blue Future

Sustainable Focus & Organic Growth Potential

Sustainable Feed

A Real Game Changer

Equipment & Technology

Impact on External Environment

Norcod AS

Responsible Player

Residual Raw Material

Meeting Major Global Challenges

Market

Branding Strategy

A Premium Product

An Innovative Company

Norcod AS

A Food Source of The Future

Norwegian Origin

Key Selling Points

The Unique Position of Norcod

The Sirena GTM Strategy Summarised

Retail & USA In Focus

Retail Approach & Processors - Advantages & Risks

Home-Delivery

By-Product

Final Words

Presentation of The Organization

Presentation of Key Management

Presentation of The Board of Directors

Norcod's Shares & Shareholders

Norcod AS

Share Price Development

Annual Performance Board of Directors Report For 2020

The Company's Operations & Locations

Highlights in 2020

Sustainable Focus & Organic Growth Potential

Financial Performance

The Income Statement

Norcod AS

Balance Sheet

Cash Flow Statement

Going Concern

Research & Development

Operational Risk & Risk Management

Biological Production

Farming Operation

Market, Sales & Distribution

Financial Risk & Risk Management

Currency Risk

Interest Risk

Credit & Liquidity Risk

Corporal Social Responsibility

Working Environment, Discrimination & Equality

Impact on External Environment

Anti-Corruption & Ethical Code of Conduct

Result & Allocation

Market Conditions & Future Outlook

Covid-19 Pandemic

Trondheim, 19. April 2021

Norcod's Financial Statement 2020

STATEMENT OF CHANGE IN EQUITY (Amounts in NOK 1000)

Norcod Annual Report 2020