Annual Report 2021

www.norcod.no Annual Report 2021

Norcod at a Glance6
Key Events in 2021	7
Key Events Summerised9
Letter From The CEO10
Norcod's History11
Strategy 12
Supply chain strategy: 12
Fry:12
Growth: 12
Sea Phase:12
Harvest:12
Sales & Distribution: 12
Environmental 13
Social 13
Governance 13
Introduction13
Reporting Process	14
Materiality Assessment	14
Norcod and UN's Sustainable Development Goals 15
Environment16
Fish Feed & Feeding Technology 16
Raw Materials 16
Waterborne Feeding & Microplastic 16
Ecosystem Preservation17
GHG Reduction18
Social19
Our Employees 19
Local Communities & Recruitment20
EHS, Diversity and Inclusion 20
Governance	22
Board of Directors Report	23
Board of Directors 24
The Company's 24
Operations & Locations 24
Highlights in 2021	25
Sustainable Focus & Organic Growth Potential26
Financial Performance 26
The Income Statement 26
Balance Sheet	27
Cash Flow Statement	27
Going Concern	27
Research & Development	27
Operational Risk & Risk Management28
Biological Production28
Farming Operation28

Market, Sales & Distribution28
Financial Risk & Risk Management28
Currency Risk 29

Interest Risk29
Credit & Liquidity Risk 29
Corporate Social Responsibility 30
Working Environment, Discrimination & Equality30
Impact on External Environment30
Anti-Corruption & Ethical Code of Conduct31
Result & Allocation31
Market Conditions & Future Outlook31
Covid-19 Pandemic	32
Market	34
Branding Strategy	35
A Premium Product	35
An Innovative Company	35
A Food Source of The Future	35
Norwegian Origin	35
Key Selling Points36
The Unique Position of Norcod36
Quality 36
Yield36
Freshness 36
Price Stability 36
Product Consistency 36
Delivery Stability 36
Out of Season 36
Availability 36
Sales Program 36
Sustainability 36
The Sirena GTM Strategy Summarised	37
Retail & USA In Focus	37
Retail Approach & Processors - Advantages & Risks	37
Home-Delivery	38
By-Product	38
Final Words	38
Presentation of The Organization39
Presentation of Key Management	40
Norcod's Shares & Shareholders	41
Share Price Development	41
Norcod's Financial Statement 202142
Notes to The Annual Financial Statement	46
Revenues	46
Classification & Assessment of Balance Sheet Items	46
Fixed Assets	46
Investment in Associated Companies and Joint Ventures	46
Asset Impairments47
Intangible Assets - Concessions, Patents, Licences, Trademarks And Similar Rights	47
Biological Assets 47
Debtors47
Liabilities 48
Finacial Assets48
Amortised Cost & Effective Interest Method48
Taxes48
Foreign Currency 48

Cash Flow48
Consolidation Principles	49
Accounting Principles Leases	49
Sale & Leaseback50
Climate Risk50
Significant Accounting Judgements, Estimates & Assumptions50
New Standards50
GRI Index 62

Introduction & Overview

The global market demands stable deliveries of fresh cod, and for the first time, highquality farmed cod has been produced on a larger scale and delivered to the market. 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 four 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.

The Company is producing farmed cod on an industrial scale. Norcod's current production is based in its natural cold-water habitat along the coast of Central and Northern Norway. Norcod will establish new operating locations to execute the long-term business plan, mainly in the latter coastal areas which have 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 27,500 tonnes (WFE). 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.

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

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.

Norcod at a Glance

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.

Key Events in 2021

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. In 2021, we managed to become 30 employees, of which four are temporary workers, and operated four production sites. The fish performance has been good, confirmed through low feed conversion ratio and high survival rate.

In January Norcod completed the transfer of a new tranche of cod fry to growth facilities. The fry of sixth generation from Joint venture partner Havlandet, went to the same growth facilities Norcod used for the first batches of fry. The second production cycle was stocked at sea during the summer 2021 and will start generating harvest volumes in 2022.

In Q1 Norcod was granted a new sea location in Meløy municipality in Nordland county, being another important milestone on the company's journey towards year-round industrial-scale farming of fresh cod. Securing the site furthers Norcod's strategy to farm cod from the Trøndelag region in Central Norway and northwards along the coast.

to obtain this certification. It demonstrates the company's clear operational focus, from the outset, on sustainability. The standard covers the entire production chain from broodstock, seedlings and feed suppliers to farming, harvesting and processing –or 'feed to fork'. It lays down strict criteria for legal compliance, employee occupational health and safety, animal welfare, food safety and environmental and ecological care. Throughout the autumn and winter, the biological performance has been excellent.

Norcod also underwent the GLOBALG.A.P. Risk Assessment on Social Practice (GRASP), a voluntary part of the certification process applied to assess social risks in primary production and to provide additional transparency to supply chain partners.

Kia Zadegan joined Norcod as CFO in June. Norcods growth aspirations meant moving on from an outsourced financial services model, to establishing an internal full time finance role, to coordinate and achieve these ambitious

plans. With senior positions at international stock-listed companies both in the EU and US under his belt, Zadegan boasts strategic and operational experience across different verticals and locations. He brings deep insight in finance and IT, as well as experience from start-ups and M&A activities. Zadegan's market knowledge of fish-farming stems from his three years as Head of Finance at Stolt Seafarm, while as President and CEO of US operations for Aleutian Seafoods based in Seattle and Alaska he also gained first-hand knowledge of major fisheries.

Norcod completed an inspiring rebranding that better reflects the premium quality of the company's farmed Atlantic Cod – a product it anticipates in time will be known around the world simply as 'Norcod'.

The cornerstone of the new visual identity is a strong, clear, modern and elegant logo featuring a simple circular design element being dubbed the 'Norcodcircle'. The circle is symbolic of, firstly, fish schooling in ring formation representing Norcod's Fresh promise (with rapid delivery in 48 hours to the UK and Northern Europe and 72 hours to Southern Europe and the US) and the important welfare aspect of happy, thriving Secondly, it represents the large round fish pens deployed by Norcod, as well as its vision and promise as a modern company to be fully Transparent. Thirdly, it symbolizes the globe representing Norcod's Devoted pursuit of sustainable production in the oceans. Lastly, it represents a round dinner plate symbolizing the Quality of Norcod's premium product as a delicious meal.

In August Norcod started commercial harvesting of premium cod to generate sales revenue for the company. Norcod comprehensively delivered proof of concept as the market leader of cod farming in Norway. From the start of commercial harvest medio August to the end of Q4, the harvest volume ended at 1,393 tonnes (WFE) representing over 85% total volume harvested cod in Norway. This demonstrates that Norcod has achieved commercially viable, biologically superior cod farming, which paves the way for a positive future for the industry. The initial harvest period

is considered one of the most valuable milestones for Norcod following an intensive four-year effort to start production along the Norwegian coastline. This very significant milestone is proof of concept, demonstrating that Norcod has achieved commercially viable, biologically superior farmed cod, which paves the way for a positive future for the industry.

Norcod and fry producer Havlandet Marin Yngel have by virtue of the 50-50 joint venture Havlandet Norcod AS commenced the construction of the new cod fry facility. This production site, which has a license to produce 24 million fry per year, will be ready to receive its first fry in autumn 2022. Work began at the site on the 17th of August. As a result of the JV, Norcod AS is the only commercial cod farming company with guaranteed direct access to cod fry from own facilities, while also providing the remainder of the cod farming industry a reliable source of cod fry.

The 2021 harvest ready biomass consisted of the pilot batch farmed at partner Namdal Settefisk's facility at Finnangerøya in Namsos municipality, and the main share of the 2020 batch at Norcod's facility Jamnungen in Frøya. Both performed well, with high feed efficiency. The completed pilot batch achieved a biological feed conversion ratio as low as 1.007.

A batch of over 4 million seventh-generation cod fry from joint venture partner Havlandet was during the winter transferred to the growth facilities Mørkvedbukta and Arctic Cod. The fry will be stocked at sea during the summer 2022 and provide a harvest volume of 11,000 tons (WFE). The period in landbased growth facilities forms in many ways the foundation for strong fish performance during the sea phase. Grading and vaccination are important operations aimed at giving the cod best possible conditions to perform. For the seventh generation of farmed cod, we expect further breeding gains in terms of feed conversion ratio and growth compared to the previous generation. Harvest volumes from the 2022 batch are expected to be market ready in 2023/24 following the sea phase.

Norcod is capitalising on both biological advances and new technology to succeed in cod farming, investing in the latest environment-friendly production methods including advanced feeding systems and battery-powered service boats. During Q4

a brand-new hybrid-electric service vessel "Julianne J" as well as two feed barges with the same hybrid technology built for waterborne feeding, arrived for implementation in the company's operations at sea. Norcod is proud to be leading and develop the cod farming industry in a sustainable direction.

In May Norcod was granted the prestigious Global G.A.P. certification that cements yet another strategic milestone with this major world-class aquaculture certification. Norcod is the first company within the Cod industry to obtain this certification. It demonstrates the company's clear operational focus, from the outset, on sustainability. The standard covers the entire production chain from broodstock, seedlings and feed suppliers to farming, harvesting and processing –or 'feed to fork'. It lays down strict criteria for legal compliance, employee occupational health and safety, animal welfare, food safety and environmental and ecological care. Throughout the autumn and winter, the biological performance has been excellent.

Key Events Summerised

2021 (Q1) | Second batch of fry successfully transferred to and thrives in growth phase facilities
2021 (Q1) | New production site granted
2021 (Q2) | Three new locations rigged for operation
2021 (Q2) | Initiated new production cycle at sea
2021 (Q2) | Achieved prized GlobalG.A.P. certification
2021 (Q2) | Appointed new Chief Financial Officer
2021 (Q2) | Unveils new visual identity
2021 (Q3) | Started commercial harvest
2021 (Q3) | Commenced construction of new cod fry facility
2021 (Q4) | Pilot batch completed with first class biological performance
2021 (Q4) | Third production cycle initiated
2021 (Q4) | Received hybrid vessel and barges rigged for waterborne feeding

Letter From The CEO

Dear Shareholder,

2021 has been another eventful year for Norcod. The corona pandemic has, as in 2020, been a challenging factor but despite that we have achieved major milestones starting our first commercial harvest in August and been delivering our high-quality fish to the market every week with fantastic customer feedback.

Throughout the whole pandemic it has been of highest importance that all our people at Norcod were as protected and safe as possible while keeping our business on track. Fortunately, we have experienced no major disruptions.

The backbone of Norcod is our people. We are growing quickly, and everybody is working with passion and pride to contribute in the creation of our innovative company that is making aquaculture history as the front-runner of a new and exciting industry. I would like to extend a huge thanks to all of you.

We could not have gotten to where we are today without the support of our great partners and loyal investors who I would like to thank personally for their confidence in our business and unique value proposals.

During the year besides starting our first commercial harvest, we have transferred our 2nd cycle to sea at our new sites in Frosvika and Mausund and started our 3rd cycle on land. Also, we have achieved our Global G.A.P certification which is very important to us as it is our clear focus to have the most sustainable production possible.

So, what do we do to be as sustainable as possible? Well first we have chosen to invest in new equipment such as electric boats and hybrid feed barges which is not only good for the environment but also for our fish health. Besides that, we are implementing underwater feeding at our Frosvika site so we will be feeding by water instead of air which will give significantly less microplast breakage from the tubes. We will keep implementing solutions and equipment, so we are setting the highest possible standards within sustainability.

In Florø we started building our fry facility in august together Havlandet Marine Yngel in our joint company Havlandet Norcod which will be operational in 2022 and delivering the highest quality Cod fry possible. This facility will be

the foundation for not only our future production but for the industry as it will have a minimum capacity of 24 million fry pr. Year which equals 80.000mt of Cod.

All above of course come at a price. We have laid the foundation and build the structure for a large-scale farming operation with a long-term perspective. Going forward we will increase our volumes cycle by cycle which will significantly lower our production cost and at the same time we can see the longer we have Norcod in the market the more demand we have for our product.

2022 will be another exciting year for Norcod where we will see further expansion of farming sites and another increase in volume of fish we put to sea. We will finalize our first production cycle in Q2 and start harvesting our second cycle in Q3. Also, our third cycle will be put to sea during summer. Another major milestone will be receiving the first fry from our own new fry facility by end of the year which will be the beginning of our fourth cycle.

A lot of hard work lies ahead but with the organisation we have build the future looks bright for Norcod and cod farming in general and we can't wait to serve even more Norcod to the hungry world.

Christian Riber Chief Execute Officer

Norcod's History

Norcod is the result of a comprehensive evaluation project where we looked at the possibilities of making an industrial venture on farmed cod again. Norcod has comprehensively delivered proof of concept as the market leader of cod farming in Norway. From the start of commercial harvest medio August 2021 to the end of Q4, the harvest volume ended at 1,393 tonnes (WFE) representing over 85% total volume harvested cod in Norway.

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.

Key historical and targeted upcoming milestones:

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 27,500 MT of product.

Fry:

Through our collaboration with our jointventure partner Havlandet Marin Yngel we have integrated our supply foundation from broodstock to fry. In 2021 we commenced by virtue of the 50-50 joint venture Havlandet Norcod AS the construction of the new cod fry facility. This production site, which has a license to produce 24 million fry per year, will be ready to receive its first fry in autumn 2022.

Growth:

Through investment and long-term partnerships, we have secured growth capacity on land where we grow the fry up to a weight of approximately 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-ofthe-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. This in combination with the well-functioning vaccine makes our fish robust.

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

Harvest:

Regarding harvest we have worked together with our partner Namdal Settefisk who demonstrated their expertise in harvesting farmed Cod in our previous round of pilot harvesting, and as we started fully commercial harvest I August 2021. We have also used a supplementary harvest plant service and are working with additional capacities in step with increasing production volumes.

Sales & Distribution:

We have an exclusive sales and distribution agreement with Sirena Group which ensures 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.

Environmental Social Governance

Introduction

Transparency has been a main principle and one of our core values since the outset of the company, and we are in the process of establishing solid reporting mechanisms to guide and support our sustainability ambitions. Norcod was established in 2018 and we stocked our first batch of cod at sea in a pilot project in January 2020. Now we are operating four production sites and deliver fresh cod to a wide range of customers. As a relatively newly established player in the aquacultural sector, we have taken learnings from the market. Our core values are to produce fresh, quality cod and being a transparent and devoted company. It was important for us to build a sustainable business model right from the start and we have invested heavily and actively conducted R&D projects to achieve this. Based on collaboration throughout the value chain, the company produces one of the most efficient animal protein sources for human consumption.

In May 2021 Norcod was granted the prestigious Global G.A.P. certificate, which cemented yet another strategic milestone with the achievement of this recognized aquaculture certification. As the first company within the Cod industry to obtain this certification, demonstrates our clear operational focus, from the outset, on sustainability. The standard covers the value chain from broodstock, seedlings and feed suppliers to farming, harvesting and processing or 'feed to fork'. It lays down strict criteria for legal compliance, employee occupational health and safety, animal welfare, food safety and environmental and ecological care.

By virtue of being GlobalG.A.P. certified, Norcod redeems requirements for product and service information and labelling, as well as new suppliers are screened using social criteria.

Norcod also underwent the GLOBAL G.A.P. Risk Assessment on Social Practice (GRASP), a voluntary part of the certification process applied to assess social risks in primary production and to provide additional transparency to supply chain partners.

As this is the first year we are reporting on ESG. Norcod are aware that we have work to do in order to sufficiently disclose our external impacts in a quantitative manner. However, this year's report solidifies our commitment to continuously improve on our sustainability work and its related reporting.

Reporting Process

This is our second Annual Report publication and 2021 is the first year where we will disclose ESG data. Going forward, we will publish annual integrated reports, to communicate our impacts. For 2021, we have reported in accordance with Global Reporting Initiative (GRI) Core Standards (2016). This year, we will conduct an impact-focused and comprehensive Materiality Assessment in line with the GRI 2021 Standards, which will be the basis for our ESG reporting going forward. The GRI Standards are globally regarded as the 'best practice' framework to follow when reporting on non-financial topics. In the years to come, we will use the GRI reporting requirements and recommendations actively to communicate our sustainability strategy in a transparent, comparable, and comprehensive fashion.

Due to limited operation in previous years, we are to a lesser extent able to include any comparative data. However, we will actively use the gaps identified in the 2021 Materiality Assessment to improve our practices for reporting and data collection in 2022.

Materiality Assessment

Following the principles of the GRI 2016 framework, we have conducted a materiality assessment based on stakeholder input, alongside the significance of impacts. We have been in dialogue with the following stakeholder groups:

• Shareholders, investors, assets managers and analysts.
• Employees, potential employees
• Customers
• Local communities, municipalities
• National authorities and regulators
• Financial institution
• Suppliers and service providers

We commit to systematic and open dialogue with these groups over the next year, to further understand our impacts. We are committed to being a responsible company through interacting with our stakeholders in both an ethical and transparent manner.

Based on stakeholder dialogue and objective assessment of Norcod actual and potential impacts, we established the following material topics for our 2021 report:

• Fish feed and feeding technology (Environment)
• GHG reduction (Environment)
• Ecosystem preservation (Environment)
• Local communities (Social)
• EHS, Diversity, and Inclusion (Social)
• Aquaculture Education (Social)
• Documentation and requirements (Environment, Economic and Social)

Norcod and UN's Sustainable Development Goals

amino acid and is easily

digestible.

Norcod takes an active position on the UN's sustainability goals for sustainable food production and our 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. By prioritizing investments of new and sustainable production methods and equipment and focus on animal welfare Norcod minimizes the impact on external environment.

With a FCR of 1.1, farmed Cod is among the most efficient food sources in terms of requird input

factors.

Successful Cod farming can be scaled up to supply an increasing body of people.

Environment Fish Feed & Feeding Technology

Raw Materials

From an environmental standpoint, fish feed is one of the greatest challenges in the aquacultural sector. The use of foreign protein in feed (e.g. soy and palm oil) has proven to have severe environmental impacts when it comes to for example GHG emissions from production and transportation, landuse change, and deforestation. Due to this, Norcod only sources soy-based raw materials from certified non-GMO farms in Europe. Marine raw materials are sourced from ICESregulated 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. In order to ensure that our feed comes from sustainable sources, we require that the materials are certified through reliable standards such as MSC/ ISEAL or IFFO-RS.

Another benefit of using a large percentage of the high-quality marine protein in feed mixes is that it improves the health and welfare of the fish. We take fish health seriously and use dedicated health and safety guidelines in everything we do. 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 contains 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.

Though we have emphasized sustainability in our feed selection, 2022 is the year where we are starting to quantify our developments. We are currently in dialogue with our feed suppliers regarding emission factors for our feed and have already received some data.

Compared to a standard salmon feed, the cod feed on average has an approximately 25 % lower CO2-footprint. Next year, the fish feed will be included in our Scope 3 Carbon Accounting, which will help us guide us in an even more sustainable direction.

Waterborne Feeding & Microplastic

An important strategic element for Norcod is the technological development of equipment for the production sites. To address the potential adverse effects of traditional feeding procedures, airborne feeding, Norcod has implemented a system for waterborne feeding. Alongside resulting in less energy consumption and a calmer environment for our employees, the cod, and surroundings, it reduces the amount of microplastics released into the ocean. This is because this method of feeding greatly reduces erosion of the feed pipes. Estimated annual discharge of microplastics from feed hoses in Norwegian fish farms is 10-100 tonnes (based on model simulations, Vangelstenet al., 2019).

According to the Norwegian Directorate of Fisheries, large amounts of plastic and other solid materials from human activity regularly end up in the marine environment. This littering includes everything from larger objects, such as packaging and ropes, for example Styrofoam and microplastics that end up at sea. Marine litter can have very negative consequences for physical environment, ecosystems, wildlife and food security. Several analyzes and studies point to fishing, recreational fishing and aquaculture as significant contributors to plastic waste in the Nordic Sea areas. We are all responsible for safeguarding the global and local oceans. Norcod is aware of its responsibility and has

therefore made choices regarding production technology that we believe will to the greatest extent remedy the situation regarding microplastic.

To further materialize our proclaimed objectives and commitment to sustainable aquaculture development, Norcod recently signed a contract with equipment supplier ScaleAQ for a complete equipment package for three new locations. The feed barges are equipped with technology for waterborne feeding.

In order to manage the impact of our feeding procedures, we will include scope 1, 2 and relevant scope 3 categories in our Carbon Accounting from next year. We will also develop relevant KPIs, in order to track non-GHG-related impacts.

Ecosystem Preservation

As a seafood producer, Norcod is inherently dependent on the preservation of the ocean ecosystem. The aquacultural sector has great potential for improvements when it comes to this, and we want to do our part to push the market in the right direction. Although we are a comparatively small player in the aquaculture industry, we are determined to take responsibility for maintaining our production areas and ensuring biodiversity by minimizing the impact on the surrounding environment.

Emissions from farmed fish in the sea are excrements and feed residues. These are biodegradable organic materials, but that does not mean, as well known, that the loadbearing capacity of a locality is infinite.

Another emission category materializes as a consequence of preventing biofouling on the fish nets. Biofouling is a challenge in the global sea-based fish farming. The aquaculture industry relies primarily on copper-based antifouling coatings. However, copper is an increasingly recognized environmental hazard, and there is a need to further develop and use alternative antifouling products to prevent biofouling in marine aquaculture. Since we place great emphasis on maintaining the production environment for our fish, we will for the coming cycle, only use nets with copper-free coating at one of our locations.

To track the condition of the seabed at Norcod's sites, we have routines for monitoring emissions. MOM-surveys (routine environmental tests) are performed by an accredited company in accordance with the authorities' requirements. There are two different types of MOM surveys: MOM-B and MOM-C. The Norwegian standard (NS 9410: 2016) sets the requirements for how such surveys are to be carried out and the frequency of these.

MOM-B is a survey of the environment below and in the immediate vicinity of the site. The aim is to provide a picture of how the bottom and the wildlife there are affected by the operation.

The survey is carried out at maximum biomass for each cycle at the site. A trend monitoring of the bottom conditions at the site is thus achieved, which provides valuable information about the environmental conditions over time. A small bottom grab is used to collect samples of the bottom sediment at a minimum of 10 different points distributed under the site.

The samples are evaluated according to several different parameters: odor, volume, color, consistency, pH, chemical composition, as well as the bottom type and findings/ absence of benthic animals.

MOM-C is a survey that will provide a picture of the bottom impact near the plant

(near zone) and some distance out into the recipient (remote zone). Similar to MOM-B surveys, a grab is used to collect samples, but in MOM-C a larger grab is used.

Samples of bottom sediment are taken at the site, while benthic animals are collected and sent to experts who determine which species the animals belong to and how many there are of each species.

Based on the results of these tests, the site is given a classification/score between 1 and 4, where 1 is a very good environmental condition, while 4 is very poor.

During the company's relatively short operational period, we have so far received one MOM-B report and confirmation of score 1 for the site. It confirms our belief that the well-implemented feeding strategy, maintained feeding systems and camera as a control tool prevents overfeeding. Norcod's goal is to continue to achieve the best possible scores on future seabed environmental surveys.

GHG Reduction

Norcod's way of farming is a sustainable production method that limits the GHG emission impact on scarce resources of the planet. This is reflected in the management approach of prioritizing sustainable production through focus on animal welfare, care for the environment and forward-looking investments. 2021 will be the first year Norcod publishes a carbon footprint report. The carbon accounting is in reference to the Green House Gas Protocol requirements on carbon equivalents (CO2e) emissions for scope 1, 2 and the categories Waste, Business Travel and fish feed in Purchased Goods and Services in scope 3.

In 2021 Norcod invested in a catamaran and two feed barges to reduce GHG emissions from operations. The new investments are equipped with new technology to reduce fuel consumption, admissions, and generator maintenance. The catamaran service vessel

and both barges are hybrid equipped which reduce emissions, as well as limiting noise during daily operations. This benefits not only the fish, but also Norcod's employees and the local surroundings. To further support this choice of technical solution at our fish farms, we are establishing wired shore power to our first site in 2022. The agreement with the electricity supplier ensures us a source guarantee for the electricity which origins from hydropower. This package of configuration measures provides Norcod with the most emission reducing equipment setup seen in Norwegian aquaculture industry. This strategic approach to equipment procurement will be a priority for Norcod. Recently we have received our second electrified catamaran service vessel.

As Norcod is growing, it is vital to make sustainable choices in our every-day operations and long-term management approaches.

"The energy savings and minimization of microplastic emissions we achieve with water feeding are important to us in terms of our sustainability ambitions. The fact that the pellet is transported with water will also leave the cod at the desired depth. The pellet is spread below the water surface and the cod does not have to move upwards in the cage to get the pellet, it is good for fish welfare and growth."

- Tsjipke Deuzeman, Production Director

The steps made in 2021 is the beginning of measuring our impact on the environment and being transparent of quantitative measurements as well as qualitative. Our main goal is to be able to thoroughly account for our product-specific climate footprint using LCA/PEF.

Social

To Norcod, our employees are a highly valued driving force for success. We focus on a safe work environment, value-creating tasks and that our employees can be able to proudly present themselves as a part of Norway's leading cod farming company.

It is also important for Norcod to make a positive mark in the local community where we carry out our core business. Since the company's establishment, we have and will continue to give priority to purchase of local goods and services.

Our Employees

As of 31.12.2021 we had a total of 30 employees, including four temporary workers, in the company. The two diagrams represent percentage share of individuals within the organization's governing bodies by gender, and percentage distribution of Norcod's employees in three categories based on their age.

The gender balance in Norcod was above the average of the Industry Sector in Norway which, according to the Directorate of Fisheries, in 2021 was 79 % men and 21 % women. In 2021 we had 3 employees over 50 years old, 14 employees between the ages of 30-50, and 13 employees under 30 years old. There were 8 women and 22 men employed by the end of 2021. Our Executive Management group consisted of three men and one woman.

Due to increased activity in the company the total number of new employees in 2021 was 12, which is 40 % of the workforce.

At the end of 2021, a company survey was conducted in which all employees answered

questions regarding their working conditions in Norcod. This is a practice which will be carried out on a regular basis as part of our follow-up of the working environment in the company.

This initial survey shows that our operations staff are very happy with their department and closest manager.

To ensure that Norcod is an attractive employer and up to date on obligations to its employees, Norcod is a member of The Norwegian Seafood Federation (formerly known as FHL) represents the interests of approximately 800 member companies. The member companies cover the entire value chain from fjord to dinner table in the fisheries and aquaculture sectors in Norway.

The Norwegian Seafood Federation is affiliated with the Confederation of Norwegian Enterprise (NHO). NHO is the main representative body for Norwegian employers with a current membership of over 28.000 companies ranging from small family-owned businesses to multinational companies.

Services:

• Promote policies and legislation that benefit our members
• Promote our members' interests in regard to exports, trade and other international issues
• Advise member companies on a wide range of issues, including
• Health, environment and safety
• Quality systems
• Food safety
• Trade regulations
• Legal advice in employee matters
• Coordinates research and development
• Represents employers in joint negotiations

As a member company of The Norwegian Seafood Federation, Norcod adheres to the collective bargaining agreement jointly negotiated for the aquaculture industry. Our production personnel (67 % of the company's employees) are covered by the collective bargaining agreement.

Local Communities & Recruitment

In recent years, recruitment to the aquaculture industry has picked up considerably. This applies to all levels of education. Locally in municipalities where Norcod operates, there are High Schools that train apprentice candidates in aquaculture. Norcod aims to annually offer apprenticeships at our facilities, and in 2021 we had four apprentices employed at our fish farms. This is a good opportunity for us as a

company to contribute to local recruitment and help cover current and future competence needs in the industry.

The many positive ripple effects and value creation Norcod and other

Norwegian fish farming companies contribute along the coast, are of great importance for development in many small municipalities. To keep a community vivid, it is not enough that jobs exist. A diverse and rich range of spare time activities are important for strengthening social life and cohesion. Norcod sees the value of this and contributes annually with sponsorship funds to local cultural and sports activities.

EHS, Diversity and Inclusion

On a weekly basis, operations and administration meetings are held where EHS is high on the agenda. In order to learn as quickly as possible about incidents that have occurred or undesirable conditions, a status update is made, and measures for future prevention are implemented.

For new employees in the company, the onboarding process ensures introduction to procedures and policies, as well as that relevant courses are carried out continuously. All training is well documented in the quality system, EQS. As a part of the training, employees are getting to know our Personnel and EHS Handbook. The handbooks contain information on working conditions, work regulations, ethical guidelines, available resources and a routine for internal notification.

Due to higher operational activity, the 2021 company statistics on EHS incidents/ conditions compared to 2020 figures shows an increase in the number of injuries. These are low numbers, but the increase is taken seriously. The number of unwanted incidents also increased, but a positive is that the registered unwanted conditions reduced by 56 %. We believe that's a result from continuous focus and care our employees have for each other in their operations.

Total sick leave for the company in 2021 was 2,83 %, which was low enough to trigger an annual bonus pay-out for the employees.

In May Norcod underwent the GLOBAL G.A.P. Risk Assessment on Social Practice (GRASP), a voluntary part of the Global G.A.P. certification process applied to assess social risks in primary production and to provide additional transparency to supply chain partners. An important audit check point is the company's Declaration of good social practice / Ethical guidelines. Norcod's Declaration of good social practice is known to the employees and signed by the union representative and the CEO. Important aspects and guidelines regarding Health, Environment and Safety, Regular employment, Work performed by children and young people, Wages, Working hours, Labour unions and collective bargaining, Forced labour, Discrimination, Resource use and impact on the local environment, National and international environmental legislation and regulation and Right to Complaints are all covered in the company declaration.

Norcod AS is aware of its social responsibility. Our goal is to combine healthy business operations with a clear responsibility for society and the environment. Norcod complies with Norwegian working environment law and the ILO standard. Personnel handbook and HSE handbook are built around the Working Environment Act and are available to all employees.

Employees who work with independent third parties such as suppliers, consultants, advisers, agents or the like must familiarize them with the company's ethical guidelines and ensure that they agree to comply with relevant parts of the ethical guidelines. If deviations occur, measures must be implemented to ensure that these compliance guidelines, and following the guidelines show the inability to comply with Norcod AS's ethical guidelines, the cooperation must be terminated.

The legislation of each country must be followed, as well as Norcod AS 'own rules, quality systems and routines. In cases where there are discrepancies between these, as a general rule, the most stringent requirements must be complied with.

Our goal is to contribute to influencing the work for human rights, labour rights and protection of the environment, both in our own group and vis-à-vis our trading partners. Rules of business practice; Norcod AS's business information shall be communicated precisely and in detail, both internally and externally. All information required for accounting and reporting must be correct and reproduced in accordance with laws and regulations, including relevant standards.

Governance

Our approach to corporate governance places a high priority on building and maintaining trust and confidence in the company to ensure long- term value creation in the best interest of both our shareholders and stakeholders.

At Norcod, we believe that the foundation of good governance is built through strong and transparent relationships with our internal and external stakeholders. Our current governing principles and procedures help establish the basis of these relationships.

Our principles include rules of procedure for the Board of Directors (BOD), instructions for the CEO, regulations on the division of roles and responsibilities between the Board and the CEO, our investor relations policy, and manuals for the handling and disclosure of insider information.

By virtue of being listed for trading on Euronext Growth, Norcod bases its corporate governance structure on Norwegian legislation and recommended guidelines.

In Norcod the Code of Conduct includes the main principles for ethical business conduct, and detailed guidelines for anti-corruption, conflicts of interests, and whistleblowing routines. Our Code of Conduct applies to all employees, Board members, and all other persons acting on behalf of the company.

Our governance documents and practices are subject to regular review by the Board to ensure compliance and effectiveness.

Norcod AS is a shareholder with 50 % shares in Havlandet Norcod AS in Florø. The company has access to 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 1,700 shares in Arctic Cod AS, corresponding to a 16.35 % share in the company.

Group Legal Structure:

Board of Directors Report

The Board of Directors is responsible for the overall management of Norcod and may exercise all the powers on behalf of the company. In accordance with Norwegian law, the Board of Directors is responsible for e.g., supervising the general and everyday management of our business; ensuring proper organisation, preparing plans and budgets for our activities; ensuring that our activities, accounts, and asset management are subject to adequate controls. They also undertake investigations necessary to ensure compliance with these duties.

The Board of Directors may delegate such matters to the Executive Management of Norcod. The Executive Management is responsible for ensuring that daily operations are in accordance with instructions set out by the Board of Directors.

Among other responsibilities, our CEO is responsible for keeping the accounts at Norcod in accordance with existing Norwegian legislation and regulations, and for managing the company's assets in a responsible manner. At least once a month, our CEO must brief the Board of Directors about Norcod's activities, financial position, and financial results.

Marit 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 Mowi
M.Sc. In Microbiology with specialisation in Marine Ecology

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 Business School

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

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

Board of Directors

Industry-based expertise, national and international entrenchment characterise Norcod's Board of Directors. Their confidence in which sustainable cod farming will be a positive contribution to Norwegian aquaculture is based on the Board's comprehensive knowledge and experience base.

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, Frøya Municipality, and in the county of Nordland, Meløy Municipality where conditions are ideal for cod. The company has established a subsidiary, Norcod Equipment AS, and have shares in two associated companies.

Norcod has reached many milestones and achieved its production targets since the company's inception. Focus on fish 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 and Northern 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 ocean.

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

Highlights in 2021

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. At the end of 2021 the company had thirty employees and operated four production sites at sea. In January Norcod completed the transfer of a new tranche of cod fry to growth facilities. The fry of sixth generation from Joint venture partner Havlandet, went to the same growth facilities Norcod used for its first batches of fry.

In Q1 Norcod was granted a new sea location in Meløy municipality in Nordland County, being another important milestone on the company's journey towards year-round industrial-scale farming of fresh cod. In May Norcod was granted the prestigious Global G.A.P. certification that cements yet another strategic milestone with this major world-class aquaculture certification. Norcod is the first company within the Cod industry to obtain this certification. It demonstrates the company's clear operational focus, from the outset, on sustainability.

The completed pilot batch achieved a biological feed conversion ratio as low as 1.007.

During Q4 a brand-new hybrid-electric service vessel "Julianne J" as well as two feed barges with the same hybrid technology built for waterborne feeding, arrived for

implementation in the company's operations at sea. Norcod is proud to be leading and develop the cod farming industry in a sustainable direction.

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.

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 ESG chapter.

Financial Performance

2021 financial year saw the start of the first commercial harvest by Norcod. This marked a step in the right direction for the company, providing proof of concept, and delivering high quality product to satisfied customers across Europe. This stage also provided some new challenges for Norcod, in the form of live fish transport to the processing facilities, processing capacity limitations, and packing and logistics to our customers in an environment of increasing inflation and limited resources. Entry with a new product line to the retail market has progressed smoothly and Norcod is confident of future demand for the product.

Norcod also continues the growth strategy by focussing on increasing volumes of biomass at sea and on growing locations. It is clear that this growth stage is capital intensive, and the balance sheet clearly demonstrates that.

The Income Statement

Norcod generated revenues of NOK 72.6 million in 2021, split between sale of fry of NOK 26.7 million and NOK 45.9 million of finished goods. This corresponds to a volume of 1,408 tons WFE / 1,133 tons HOG. This resulted in an operating loss before fair value adjustment of biomass of NOK 37 million and an operating loss of NOK 65.4 million. The net loss for the period stands at NOK 58.5 million after financial expenses and tax. It has been a challenging final quarter for the company, with exceptionally high well boat costs, and severely limited processing capacity adding

significant additional costs to the post farming stage of operations, supplemented by extra logistic costs to end customer.

Additionally, there is a non-cash charge through "fair value adjustment of biomass" for the year, effectively reversing the previous year's positive contribution. The risk assessment of the fair value adjustment is detailed in note 1 of the financial report.

Balance Sheet

Norcod's total assets are valued at NOK 557 million at the end of 2021, an increase of NOK 92 million over previous year. There was an increase in of biomass for the year of NOK 109 million to NOK 241 million including an inventory write down of NOK 11 million. Fixed assets stand NOK 236 million a rise of NOK 166 million and a drop in cash and cash equivalent of NOK 189 million to NOK 29 million demonstrating cash intensive growth. A further NOK 50 million has been invested in Havlandet Norcod in the year, NOK 30 million of which in the form of a long-term loan to ensure access to fry and secure growth. This is in line with Norcod's production goals.

Norcod has a total loss carried forward of NOK 82 million as of year-end 2021. No deferred tax asset has been recognised at this point, due to the short financial history of Norcod. Deferred tax credit has no statute of limitations and will be reiterated upon profitable operations.

Cash Flow Statement

Norcod's cash flow for 2021 has been negative due to build-up of biomass and fixed assets.

Significant cash usage for build-up of biomass of NOK 130 million, investment in partner companies and plant and equipment of NOK 50 million and NOK 58 million respectively. The company recovered NOK 25.5 million from sale-leaseback agreement, and also received over NOK 70 million in sales proceeds in the period.

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. Fish 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 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 was run at LetSea's research station located at Dønna and finished in 2021.

Furthermore, Norcod has an ongoing trial that deals with testing of several types of net materials. In addition, the company, together with vaccine manufacturer Vaxxinova, is involved in a vaccine trial with the intention of further developing the current cod vaccine. Norcod has during 2021had 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.

With relevance to Norcod started commercial harvest in 2021, a SkatteFUNN project was run on product quality. An important step towards a comprehensive understanding of quality aspects related to our cod.

Operational Risk & Risk Management

Norcod's operational risk include those relating to biological production, farming operation and market, sales, and distribution. Through detailed risk assessment of the company's activity, many risk factors have been mapped and procedures and routines have been implemented to reduce the chance of unwanted conditions occurring.

A summary of some of the risks may be found below.

Biological Production

Norcod stocked its first cod at sea in the beginning of 2020 and have since then gained valuable experience related to the welfare and behaviour of the cod.

Norcod has had relatively low mortality rates and also seen particularly good growth rates and feed utilization. Cod does not have the lice challenge as salmon, but may in the future be exposed to other health challenges that have so far not been found in our production. The cod is carefully followed up by internal systems and external fish health service to reduce these biological risks.

Farming Operation

During 2021 Norcod has established even three more farming sites. Successfully all farming equipment delivered was safely put into operation. The farming activity is running very stable, and all equipment is regularly inspected, maintained, 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 2021 Norcod has been sold on longer term contracts with great success. Norcod will mitigate part of the price fluctuation risk by contniue 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

Norcod has received financing in the form of a loan from Artha Cod Ansvarligt Lån P/S which is denominated in DKK. The loan is revalued periodically, and any gains or losses treated accordingly in the income statement. 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.

All leasing agreements are based on NIBOR, whereby an adverse movement in interest rates in the future may result in material adverse impact on the Company's financial performance.

Credit & Liquidity Risk

Norcod mitigates credit risk, by ensuring outstanding trade receivables are always insured. There are currently no hedging activities with regards to credit or currency risks.

The liquidity is constantly monitored. With the current world financial situation, inflation and rising costs are a liquidity risk, however the most significant factor with respect to liquidity risk is the varying price of Cod.

Corporate Social Responsibility

Working Environment, Discrimination & Equality

As of 31 December 2021, the company had 26 full-time employees and 4 temporary workers. The aquaculture industry has traditionally to a large extent been male dominated, but in Norcod 36 % of the employees are women and 64 % are men. The gender balance in Norcod was above the average of the Industry Sector in Norway which, according to the Directorate of Fisheries, in 2021, was 79 % men and 21 % women. 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 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 2,83 % in 2021. There are various reasons for the total sick leave, but one of the reasons was related to unfortunate incidents. We experienced 2 injuries which led to absence and 3 injuries which did not lead to absence.

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.

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

Norocd's financial statements are submitted as a going concern. In 2021 Norcod reports a loss after tax of NOK 75.2 million, including a total non-cash biomass write down of NOK 31.8 million.

Transferred to other paid-in equity: NOK – 75 155 908

Norcod continues along the ambitious growth strategy, which is very cash intensive.

Market Conditions & Future Outlook

Based on the wild Atlantic cod there has been a decline since 2013. In 2021 there was a further decrease in the quota and it is expected there will be less fresh and frozen Cod available throughout 2022. Prices have seen an upward trend since 2013, due to market & product development and decrease in stocks. Prices are expected to increase further in 2022 due to rising demand caused by lower available volumes.

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 our 2021 sales 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 70/kg achieved 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.

Covid-19 Pandemic

Also in 2021, the Covid-19 pandemic continued to spread throughout the world and affected the daily global situation. It created 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.

Norcod monitored the situation and acted when needed. During 2021 the company had focus on infection control and continued "home-office" for the employees in the management group when the government

recommended to do so. The company also reduced travels to and between the locations to a minimum and just when considered necessary.

Norcod has not been significantly affected of

the situation otherwise than some delays regarding new equipment. The company managed to find temporary solutions in a satisfying, safe and good way. 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 2021 financial accounts. The board continues to monitor the situation carefully to ensure proper actions are taken as the situation continues in 2022.

Trondheim, 9th May 2022

Market

Norcod is an innovative company with a premium product that is a healthy, proteinrich 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 fast- growing 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 set- up 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 market 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:

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

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.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 highend 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 groundbreaking 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.

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

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

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

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

Sales Program

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 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 full- scale 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 nonfavourable 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

Christian Riber

Chief Executive Officer

Extensive seafood experience through 12 years as Commercial Director at key distributing and sales partner and major shareholder Sirena
2 years experience as Account Manager at Experian
Education from Copenhagen Business School

Kia Zadegan

Chief Financial Officer

Has held positions as both CEO and CFO in various companies providing valuable insights into financial routines and company management
Diverse experience through positions in both North-American and Norwegian seafood companies
Education from London Business School and UCL

Rune Eriksen

Chief Operational Officer

Profound insight into the operations of Norcod through 1 year as CEO
Experienced within fish farming through 4 years as CEO of NRS Troms and 3 years as Operations Manager of SalMar in Troms
2 years experience from marine feed producer EWOS, providing an understanding of the wider aspects of the value chain

Hilde R. Storhaug

Chief Sustainability Officer

Highly experienced within aquaculture through 18 years in the business
Thorough knowledge of operations and biology through positions in Lerøy and Mowi; gained broader sector knowledge as analyst at Kontali Analyse
Holds a BSc in Aquaculture as well as an MBA from Nord Universite

Norcod's Shares & Shareholders

Norcod is trading in the Euronext Growth index of the Oslo Stock Exchange under the ticker 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 2021. The company has only one share class, and each share has one vote.

As of 31 December, the company had 693 shareholders. The 10 largest shareholders owned 80 per cent of the shares at the yearend of 2021.

For a detailed breakdown of our 20 largest shareholders, please see Note 6 in the Financial Statement.

Share Price Development

2021 marked the first full year for Norcod on the Euronext Growth index of the Oslo Stock market. The stock price settled in a corridor of NOK 110 to 140 throughout the year. There is limited trading activity in the stock, resulting in relatively large fluctuations with small transaction volumes. The total market value of Norcod as at the 31 December 2021 stood at NOK 1.856 billion.

Key figures		2021

Number of shares outstanding at year-end
	Number	17 031 132
Number of shares traded	Number	4 3 1 3 3 2 7
Number of shareholders	Number	693
Average number of shares traded per day	Number	17 253
Total market value	NOK	1856393388
Share price 31.12	NOK	109.00
For further details refer to note 6 of the financial statement

			or further details refer to note 6 of the financial statement.

FINANCIAL CALENDER 2022 FOR NORCOD AS:
10.05.2022	Annual statement 2021
26.05.2022	Annual General Meeting
01.06.2022	Quarterly Report - Q1 2022
18.08.2022	Half-yearly Report - 2022
10.11.2022	Quarterly Report - Q3 2022
24.02.2022	Quarterly Report - Q4 2022

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

Norcod's Financial Statement 2021

	Consolidated statement of comprehensive income
	Note	Full Year 2021	Full year 2020
(Amounts in NOK '000)
Operating revenue	15	72 633	7 2 2 5
Cost of materials	1	186 508	78 292
Change in inventory value at historical cost	1	$-129587$	$-97640$
Salaries and personnel expenses	8	26878	15 15 7
Depreciation and amortization	2	8741	3034
Other operating expenses	9	28 037	12 3 8 7
Operating expenses		120 577	11 230
Operating profit before fair value adjustment of biomass		-47 944	$-4005$
Fair value adjustment biomass	1,1	$-17446$	14 4 01
Operating profit/loss		$-65390$	10 3 96
Income from associates	3	$-418$	$\Omega$
Net financial items	13	$-9.348$	$-4725$
Profit/loss before tax		$-75156$	5671
Income tax expences	7	$\Omega$	$\Omega$
Net profit/loss for the period		$-75156$	5671
Other comperhensive income		$\Omega$	0
Total comperhensive income for the period		$-75156$	5671

		Consolidated statement of financial position

	Note	31.12.2021	As at 31.12.2020	01.01.2020
(Amounts in NOK '000)
ASSETS
Non-current assets
Concessions, patents, licences, trademarks and similar rights	11	8039	5 9 0 2	4088
Property, plant & equipment	$\overline{2}$	50721	21 5 7 2	339
Right-of-use assets	$\overline{2}$	112 620	26 601	1 2 4 7
Investment in associated companies	3	34 582	16 003	0
Other non-current receivables	4	30 000	893	38
Total non-current assets		236 965	70 971	5712

Current assets
Inventory and biological assets	1	240 724	132 045	15 207
Short-term receivables		49 411	43 016	7309
Cash and cash equivalents	10	29 4 18	218 273	8460
Total current assets		319 554	393 334	30 976
TOTAL ASSETS		556 519	464 305	36 688

EQUITY AND LIABILITIES
Equity
Share capital	3	8516	8516	37
Treasury Shares		$-3707$	0	0
Share premium		386 587	386 590	42 603
Retained earnings		$-82158$	$-7002$	$-12673$
Total equity		309 238	388 104	29 967

Liabilities
Non-current interest-bearing debt	12	74 654	67952	0
Lease liabilities	12	57 549	806	1 2 4 9
Total non-current liabilities		132 203	68758	1 2 4 9
Current Leasing Liabilities	12	15 9 52	$\Omega$	$\Omega$
Trade payables		88 2 25	13 503	6 1 2 6
Other current liabilities		10 901	$-6060$	-654
Total current liabilities		115 078	7443	5472
TOTAL EQUITY AND LIABILITIES		556 519	464 305	36 688

Trondheim, 9th May 2022

		2021	2020
(Amounts in NOK '000)	Note

Profit/loss before tax		$-75156$	5671
Cash flow from operating activities
Depreciation and amortization	2	8825	3034
Change in inventory and biological assets	1	$-129587$	$-97640$
fair value adjustment	1	17446	$-14401$
Change in accounts receivable		$-31319$	7 1 1 9
Change in accounts payable		74 723	7376
Change in other receivables		49 862	$-53006$
Net cash flow from operating activities		$-85205$	$-141846$

Cash flows from investing activities
Payments for purchase of property, plant & equipment	2	$-58195$	$-49622$
Payments for licences	11	$-2137$	$-1814$
Payment for acquisition of subsidiary and associated companies	3	$-20000$	$-16003$
Proceeds from sale-leaseback transaction	$\overline{2}$	25 549	0
Other investments		893	$-855$
Loan to associated company	4	$-30000$	0
Net cash flow from investing activities		$-83890$	$-68293$
Cash flows from financing activities
New interest-bearing debt		0	86 519
Repayment of interest-bearing debt	12	$\Omega$	$-15403$
Repayment of lease liability	12	$-13331$	0
Purchase of own shares	6	$-3707$	0
Interest paid		$-2723$	$-3607$
Proceeds from issues of shares		$\mathbf 0$	352 445
Net cash flow from financing activities		$-19761$	419 953

Net (decrease)/increase in cash and cash equivalents		$-188856$	209 813
Cash and cash equivalents at the beginning of the period		218 273	8460
Cash and cash equivalents at close of the period		29 4 18	218 273

Statement of change in equity
(Amounts in NOK '000)		Paid-in equity		Other equity

2020	Share capital	Treasury shares		Share premium Retained earnings	Total equity
Equity as of 1 jan 2020	37		42 603	$-12673$	29 967
Issue of shares 25.02.2020	20		99 485		99 505
Fund issue 22.06.2020	5673		$-5673$		$\mathbf{0}$
Issue of shares 2.10.2020	286		19714		20 000
Issue of shares 13.10.2020	2 500		230 461		232 961
Net profit/loss for the year				5671	5 6 7 1
Equity as of 31 Dec 2020	8516	0	386 590	$-7002$	388 104

2021	Share capital	Treasury shares		Share premium Retained earnings	Total equity
Equity as of 1 jan 2021	8516		386 590	$-7002$	388 104
Net profit/loss for the year				$-75156$	$-75156$
Purchase Treasury shares		$-3707$			$-3707$
Distribution of treasury shares		1		$-1$	0
Other changes			$-3$		$-3$

Notes to The Annual Financial Statement

Accounting Principles | Basis of Preparation

As of December 31, 2021, the consolidated financial statements of Norcod AS and the subsidiary Norcod Equipment AS (''Norcod" or "the group") have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the EU. In compliance with the Norwegian Accounting Act, additional disclosures are included in the notes to the financial statements of Norcod. See note 15 with regards first time adoption.

The financial statements of Norcod comprise statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity, and related notes.

Consolidated accounts are produced based on historical cost principle with the exception of biological assets which are valued at net fair value and adjusted in the income statement.

All figures in the notes to the accounts are in NOK 1000, unless otherwise specified. The company also has investments in the associated company Havlandet Norcod AS where they own 50 % of the shares, the other 50 % is owned by Havlandet Havbruk AS. The associated company had no operations during 2021. See note 3 for more information regarding the investments. The annual financial statement were approved by the board on 9 May 2022.

Revenues

The company's operating revenue derive mainly from sale of cod. Income from sale of goods are recognised at fair value of the consideration, net after deduction of VAT, transport costs, returns, discounts and sales commissions. 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 classified as short term liabilities and current assets.

Fixed Assets

Fixed assets include assets intended for longterm 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 straightline 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 separately.

Investment in Associated Companies and Joint Ventures

Norcod's investments in its associated companies and joint ventures are accounted for using the equity method. Using the method, the investment in an associate or a joint venture is booked at cost. The amount of the investment is adjusted to recognise changes in the Group's share of the associate

or joint venture's net assets since the acquisition date. The financial statements of the associate or joint venture are prepared for the same reporting period as Norcod. The statement of comprehensive income reflects Norcod's share of the results resulting from the associate or joint venture's operations.

Associated companies are defined as companies in which the Norcod has less than 50% ownership.

Joint venture defined as a contractual arrangement detailing agreed sharing of control.

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 writedown of goodwill, are reversed in later periods if the conditions causing the writedown are no longer present.

Intangible Assets - Concessions, Patents, Licences, Trademarks And Similar Rights

All license application costs are accrued at historical value. When a license application fails, the entire amount is expensed. If a license is successful, the accrued value is kept at historical cost in the balance sheet as an intangible asset.

All applications in progress are capitalised until finalised.

Biological Assets

Biological assets are, in accordance with IAS 41 Agriculture, measured at fair value in accordance with IFRS 13. Biomass measured at fair value, is categorized at Level 3 in the fair value hierarchy, as the input is mostly unobservable. All cod at sea are subject to a fair value calculation, while roe and cod fry are measured at cost as cost is deemed a reasonable approximation for fair value as there is little biological transformation. The technical model used to calculate the fair value of biomass is a present value model. Present value is calculated on the basis of estimated revenues less production costs remaining until the cod is harvestable at the individual site. The cod is harvestable when it has reached the estimated weight required for harvesting specified in the company's budgets and plans. The estimated value is discounted to present value on the balance sheet date. The expected biomass at harvest is calculated on the basis of the number of individuals held at sea farms on the balance sheet date, adjusted for expected mortality up until the point of harvest and multiplied by the fish's estimated weight at harvest. The price is calculated using the Group's best estimate of future prices and are not observable. The price includes the Group's best estimate of the future prices of cod liver and other products of the cod that will be sold. Prices are adjusted for expected costs related to harvesting, sales and carriage costs. The Group applies a monthly discount rate of 4%.

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 writedown 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.

Finacial Assets

Norcod classifies financial assets and liabilities when entering into an agreement, and they are measured at amortised value.

Amortised Cost & Effective Interest Method

The effective interest method is used to calculate the cost of a debt and allocating the interest over the relevant period. Financial assets include trade and other receivables, and bank balances. Financial liabilities include Loans, trade and other payables.

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 carryforward 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 carryforward 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,

At the reporting date, the Group has unused deferred tax credit of 24,2 million available for offset against future profits. No deferred tax asset has been recognised at this point, due to the short financial history of Norcod. Deferred tax credit has no statute of limitations and will be reiterated upon profitable operations.

Foreign Currency

Foreign currency transactions are translated into the functional currency (NOK) using the exchange rates at the transaction date. Foreign currency assets and liabilities are valued at the exchange rate at the end of the financial year, and gains and losses are 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 illustrate the companys total cash flow by operating activities, investing activities and financing activities.

Consolidation Principles

The Group's consolidated financial statements comprise the parent company and its subsidiaries as of period end. Consolidated entities have been assessed as being controlled by the Group during the reporting period.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee
• The ability to use its power over the investee to affect its returns

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Business combinations are accounted for by using the acquisition method. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.

The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at the fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair

value of the Group's share of the net assets of the subsidiary acquired, the difference is recognised directly in the Consolidated Income Statement.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Accounting Principles Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group as a lesee applies a single recognition and measurement approach for all leases, with exception for leases with a term of less than 12 months and for leases relating to assets with a low underlying value. Non-lease components in a lease arrangement is not capitalized as a part of the lease.

A lease liability is initially recognised as the present value of lease payments that are not paid on the commencement date of the lease contract. The lease payments are discounted by using the Group's incremental borrowing rate as a discount rate. The Group assesses it's incremental borrowing rate based on it's current rating, adjusted for nature of the underlying asset and duration of the lease agreement.

A lease liability is subsequentially measured by using effective interest rate. The lease liability is revalued when there is a change in future payments due to a change in index or interest rate. The lease liability is also revalued if there is a change in the Group's estimation on residual payments in relation to the lease contract, if there is a change in estimation on utilisation of an option to buy

the underlying asset, or if there is a change in the expected lease term.

The right of use asset is depreciated on a straight line basis from the commencement date until the final date of the contract, except when the Group becomes an owner of the asset at the end of the lease period or has an option to purchase the asset at the end of the lease period, and intends to do so. In those cases the asset is depreciated over the expected useful life of the asset, which is the same method as used for depreciation of other operating assets of the Group. The right of use asset is adjusted for any impairment or revaluation of the lease liability.

Sale & Leaseback

Norcod initiated sale and leaseback transactions related to fixed assets and equipment, whereby actual items have been sold to a finance institution and leased back for a minimum period of 5 years and prevailing interest rates, with an option to extend the period. The purpose is to increase available liquidity for investment in biological assets and biomass.

These items have been reclassified from 'Property, plant and Equipment' to 'Right of use Assets* together with associated gain or loss.

Climate Risk

Norcod takes its responsiblity towards the climate seriously, and the reader is refered to a cemprehensive section in the annual report under the heading 'Environment' Norcod does not expect any material finacial risk from climate issues in the foreseeable future.

Significant Accounting Judgements, Estimates & Assumptions

The preparation of the consolidated financial statements in accordance with IFRS and applying the chosen accounting policies requires management to make judgments, estimates and assumptions that affect

the reported amounts of assets, liabilities, revenues and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and the underlying assumptions are reviewed on an ongoing basis.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are listed below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

The valuation is based on a number of assumptions that require considerable discretionary judgement. The key assumptions relate to volume, costs, price and the discount rate.

New Standards

At the end of 2021, there are some amendments to existing standards that are not yet effective, but will be relevant for the Group at implementation. The Group intends to adopt these standards, if applicable, when they become effective. There are no amendments that is expected to have a significant impact on the Group's financial statements.

Book value of inventory and biological assets as at 31/12/2021			31.12.2021	31.12.2020
Feed and other materials			4 8 0 5	1503
Roe and cod fry at cost			15 470	18500
Biological assets held at sea farms at cost			223 495	97 640
Total Biological assets before fair value adjustment			243 770	117 644
Fair value adjustment of biological assets			$-3045$	14 4 01
Total biological assets			240 724	132 045

Specification of the change in biological assets for the period:	Income statement post		2021	2020
Biological assets as of 01.01			132 045	15 208
Increase resulting from production in the period			194 884	102 049
Reduction resulting from incident-based mortality	Cost of Materials		$-3572$
Change in Feed and other materials*	Cost of Materials		3 3 0 2	1503
Fair value adjustment biomass IFRS	Fair value adjustment biomass		$-17446$	14 4 01
Reduction due to harvesting in the period			$-68488$	$-1116$
Total biological assets as of 31.12			240 724	132 045
Biomass as at 31.12
At sea
Tons at sea			5 0 6 0	1497
Count - 000's			2890	1711
Juvemiles
Count - 000's			1468	2 1 5 9

NOTE 1.1 - Fair value adjustment biomass

Book value Fair Value Adjustment		31.12.2020	Booked in 2021	31.12.2021
Fair Value adjustment Biomass IFRS		14 4 01	$-17446$	$-3045$

Tan value dujustinent Biomuss in Ro	---	---	---
Total value adjustment	14 4 01	$-17446$	$-3045$
Sensetivity effect on fair value at year end 2021	Price 1 NOK	Biomass 1%
Total sensitivity effect on fair value - NOK 000's	2 6 6 3	3 4 5 0

* Raw materials comprise feed for the farming business.

Estimated remaining production costs are estimated costs that a rational person would presume necessary for the farming of fish up until they reach a harvestable weight. In the model, instead of being a separate cost element in the calculation, compensation for estimated licence fees and site leasing costs is included in the discount factor, and thereby reduces the fair value of the biomass.

The fair value of the biomass is calculated using a monthly discounting of the cash flow based on an expected harvesting month according to the harvesting plan. The discount factor is intended to reflect three main components:

1. The risk of incidents that affect the cash flow.

2. The time value of money.
3. Synthetic licence fees and site leasing costs.

The discount factor is set on the basis of an average for all the Group's sites and which, in the Group's assessment, provides a sensible growth curve for the fish – from cod fry to harvestable fish.

The risk adjustment must take account of the risk involved in investing in live fish. Currently the Group expects a cod to spend on average 16-18 months at a sea farm, and the risk will be higher the longer the time until harvest. Biological risk, the risk of increased costs and price risk will be the most important elements to be recognised. The present value model includes a theoretical compensation for licence fees and site leasing costs as a surplus to the discount factor in the model, instead of being a cost-reducing factor in the calculation.

		Machinery and	Other operating	Total
Fixed Assets	Boats and fleets	equipment	assets	fixed assets
Purchase cost 01.01.2021		22 28 6	259	22 5 4 5
Additions		32 933	224	33 157
Disposals		$-363$	0	$-363$
Purchase cost 31.12,2021		54 856	482	55 338
Accumulated depreciation 31.12		$-4524$	-93	$-4617$
Net book value 31.12.2021		50 332	389	50721

Depreciation in the year		$-3588$	$-56$	$-3644$
Expected useful life		$3 - 15$ years	$3 - 10$ years
Depreciation plan		Straight-line	Straight-line
		Machinery and	Other operating	Total
Fixed Assets	Boats and fleets	equipment	assets	fixed assets
Purchase cost 01.01.2020		151	199	350
Additions		22 135	60	22 195
Disposals		0	0	0
Purchase cost 31.12.2020		22 286	259	22 5 45
Accumulated depreciation 31.12.2020		$-936$	$-37$	$-973$
Net book value 31.12.2020		21 3 50	222	21572
Depreciation in the year		-936	$-26$	$-962$

Right-of-use Assets

Norcod recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for shortterm leases with a lease term of 12 months or less and leases of low value assets.

For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease. The right-of-use assets are depreciated on a straight-line basis over the lower of the lease term and the useful life of the underlying asset.

The lease liabilities at commencement date are measured at the present value of the lease payments. The discount rate used is approximately the company's external borrowing rate, which Norcod deems appropriate. The discount rate will vary depending on the type of fixed asset the leasing obligation is linked to (short-term/ longterm).

Norcod has elected to apply the practical expedient of low-value assets for some of these leases.

Norcod has also applied the practical expedient of short-term leases. Short term is defined as a lease term of 12 months or less at the commencement date. Norcod expects to continue the leasing agreement past the original leasing period of the objects.

		Machinery and	Other operating	Total
Right-of-use assets	Boats and fleets	equipment	assets	fixed assets
Purchase cost 01.01.2021	26970	1703	0	28 673
Additions	90 953	1817	0	92770
Disposals	$-1654$	0	0	$-1654$
Purchase cost 31.12.2021	116 270	3520	0	119 789
Accumulated depreciation 31.12.2021	$-5681$	$-1488$	0	$-7169$
Net book value 31.12.2021	110 589	2032	0	112 620
Depreciation in the year	$-4278$	$-819$	0	$-5096$
Expected useful life	$10 - 15$ years	$3 - 15$ years	$3 - 10$ years
Depreciation plan	Straight-line	Straight-line	Straight-line
Total depreciation in the year	$-4278$	$-4407$	$-56$	$-8741$

		Machinery and	Other operating	Total
Right-of-use assets	Boats and fleets	equipment	assets	fixed assets
Purchase cost 01.01.2020	0	1 2 4 7	0	1 2 4 7
Additions	26970	456	0	27426
Disposals	0	0	0	0
Purchase cost 31.12.2020	26970	1703	0	28 673
Accumulated depreciation 31.12.2020	$-1403$	-669	0	$-2073$
Net book value 31.12.2020	25 5 67	1034	0	26 601
Depreciation in the year	$-1403$	-669	0	$-2073$
Expected useful life	10 - 15 years	3 - 15 years	$3 - 10$ years
Depreciation plan	Straight-line	Straight-line	Straight-line
Total depreciation in the year	$-1.403$	$-1605$	$-26$	$-3034$

Norcod Equipment AS Property, plant & equipment					Booked as expense 105 965
Other receivables					89
Cash and cash equivalents					1031
Total assets					107 085

Total equity					50 034
Non-current liabilities					47 761
Liabilities to group companies					5 6 5 8
Short term debt					3632
Total equity and liabilities					107 085

		Ownership/	Equity last year	Result last year	Balance sheet
.	.	$\cdots$	$\mathbf{z}$ and $\mathbf{z}$	$\mathbf{z}$ and $\mathbf{z}$	.

		Ownership/	Equity last year	Result last vear	Balance sheet
Associated companies	Location	voting right	(100%)	(100%)	value
Havlandet Norcod As	Florø	50%	44 3 62	$-418$	34 582
Balance sheet value 31.12					34 582

Norcod AS has an investment agreement of total NOK 65 millions with Havlandet Havbruk AS, Company No. 821 489 969. The agreement imply that Norcod AS is a shareholder with 50 % shares in Havlandet Norcod AS, Corporation No. 925 237 809, in Florø. The company has access to 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.

In other investments, Norcod AS owns 1 700 shares in Arctic Cod AS, Corporation No. 918 275 649, at a cost of NOK 590 per share, totally NOK 1 003 000, 16.35% of the company. In 2020 ownership percentgage was above 20%

Note 4 Balance with Related parties
	Other receivables
	2021	2020
Associated companies and Joint Ventures	30 000	0
Total	30 000	0
	Other liabilities
	2021	2020
Artha Loan	74 653	67952
Total	74 653	67 952
Norcod AS has established a loan to Havlandet Norcod of NOK 30 000 000, with repayment starting in 2024.
Transactions with related parties	2021	2020
Sales to Sirena Group	46 4 26	0
Purchases from Sirena Group	422	0

Country	Retail	Processing	Ongrowing
NO			36,8%
ESP	28,0%
POL		13,8%
DNK		7,8%
IRL	6,6%
LТ		2,7%
DEU	2,4%
Other	1,9%
Total	38,9%	24,3%	36,8%

	Number of		Book
		shares Nominal value
Outstanding Shares	16 992 332		8 496 165
Treasury shares	38 800	0.50	19 400
Share Capital	17 031 132	0.5	8 5 1 5 5 6 5

	Number of
List of (20) major shareholders at 31.12.	shares	Ownership
SIRENA GROUP AS	3 097 708	18 %
Artha Norcod A/S	2 487 712	15 %
Artha-Norcod III A/S	2 260 000	13%
The Bank of New York Mellon SA/NV	1928432	11%
RONJA CAPITAL II AS	1 371 428	8%
ARTHA NORCOD IV AS	800 000	5%
Danske Bank A/S	652 288	4 %
Nordnet Bank AB	525 917	3%
FARVATN PRIVATE EQUITY AS	438 665	3%
GH HOLDING AS	403 734	2%
Kinondo Invest ApS	311 578	2%
Nordea Bank Abp	256 564	2%
Familien Bylling Holding ApS	200 000	1%
The Bank of New York Mellon SA/NV	186 530	1%
SHIPS HOLDING AS	183 285	1%
COMMITAS AS	175 352	1%
GÅSØ NÆRINGSUTVIKLING AS	173 746	1%
Credit Suisse (Switzerland) Ltd.	106 500	1%
JAKOB HATTELAND HOLDING AS	100 000	1%
State Street Bank and Trust Comp	90 000	1%
Total 20 largest shareholders	15 749 439	92%
Total other owners	1 242 893	7%
Total outstanding shares	16 992 332	100%
Treasury shares	38 800	0%
Total number of shares	17 031 132	100%

	Number of	Payment
Treasury shares	shares	(NOK 1 000)
Booked value as of 1 January 2021		⁰
Net purchase and sale of tresury shares	40 000	3707
Distribution of treasury shares	$-1200$	0
Booked value as of 31 December 2021	38 800

		Number of	Option
	Shares held by members of the board, CEO and senior executives:	shares	shares
Christian Riber	CEO	0	10 000
Hilde R. Storhaug	CSO	500	1 000
Rune Eriksen	COO	100	10 000
Kia Zadegan	CFO	0	5 0 0 0
Marit Solberg	Chair	4522
Boe R. Spurré	Board member	0
Jan Severin Sølbæk	Board member	0
Anders Bjerno	Board member	0
Tore Tønseth	Board member	0
Peter Buhl	Board member	0
Total		5 1 2 2	26 000

	2021	2020	2019
Tax payable
Change in deferred tax			0
Changes in non-recognised deferred tax assets
Tax on items booked against equity
Tax on the result
Effective tax rate	0%	0%	0 %

Specification of temporary differences and deferred tax:	31.12.2021	31.12.2020	31.12.2019
Fixed assets	24 138	5958	59
Biological assets	235 919	101 747	0
Receivables	0	0	143
Profit and loss account	-190	0	0
Net temporary differences	259 868	107 705	202
Losses carried forward	-369 952	-142 077	$-13473$
Basis for deferred tax	$-110084$	-34 372	$-13271$
Non recognised deferred tax assets	-110 084	-34 372	$-13271$
Deferred tax accets	Û	C	$\mathbf{r}$

	Change	Change
Specification of changes in temporary differences and deferred tax:	2021	2020
Fixed assets	18 180	5899
Biological assets	134 172	101 747
Receivables	0	$-143$
Profit and loss account	-190	0
Net temporary differences	152 163	107 503
Losses carried forward	$-227875$	$-128604$
Basis for deferred tax

Deferred tax assets

Basis for income tax expense, changes in deferred tax and tax payable:	2021	2020	2019
Result before taxes	$-75156$	5671	$-13294$
Permanent differences	26	143	23
Items booked against equity	0	$-26488$	0
Other items (Skattefunn)	$-1000$	-427	0
Equity method associates	418	0	0
Basis for the tax expense for the year	$-75712$	$-21101$	$-13271$
Change in temporary differences	$-152$ 163	$-107503$	$-202$
Change in tax losses carried forward	227875	128 604	13 4 73
Basis for payable taxes in the income statement	-0	-0	$\mathbf{0}$
+/- Group contributions received/given	0	0

Sum explained differences	16 534	$-1248$	2925
Non recognised defferred tax	16 534	-1 248	2925
The difference consist of

Difference	16 534	$-1248$	2925
Tax expense	0	0	0
Tax calculated at nominal tax rate (22 %)	$-16534$	1 2 4 8	$-2925$
Result before taxes	-75 156	5671	$-13294$
Reconciliation of the tax expense

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

Payroll expenses	2021
Wages and salaries	24 331	11
Payroll tax	1766	1
Pension expenses	1090
Other benefits	$-308$
Total	26 878	15

Remuneration to key managemenet		Salary	Bonus	Payments in kind	Total
Christian Riber	CEO	2519		5	2524
Hilde R. Storhaug	CSO	1357	45	19	1420
Rune Eriksen	COO	1804	45	150	1999
Kia Zadegan	CFO ^*	630		5	635
Total		6310	90	178	6578
Directors fee				2021	2020
Christian Riber	Chair**			0	125
Marit Solberg	Chair/Board member**			250	250
Boe R. Spurré	Board member			125	125
Jan Severin Sølbæk	Board member			125	125
Anders Bjerno	Board member			125	125
Tore Tønseth	Board member			125	125
Peter Buhl	Board member			125	$\Omega$
Total				875	875

	Grant date	Grant date
Assumptions for calculation	January 2021	June 2021
Share price on the allocation date	129	114
Strike	109	109
Turnover adjustment	20,0%	20,0%
Expected volatility	50.0%	50,0%
Risk-free interest rate	0.5%	0.9%
Lifetime	3.5 years	3,1 years
Model employed for fair value calculation	Black and Scholes	Black and Scholes

Change in number of options
At 31 December 2020
Exercised in the year
Allocated during the year	25 500	5000
Number of options at 31 December 2021	25 500	5 0 0 0
Exercise price	109	109
Number of employees in the program at 31 December 2021	q

Note 9

	2021	2020
Statutory audit	311	153
Other attestation services	157	365
Total	467	518

IANCE TA

	2021	2020
Bank deposits	29 4 18	218 273
Cash and bank deposits	29 4 18	218 273

Of which restricted bank deposits	831	562

Intangible assets	Licenses	Licenses	Total
Purchase cost 01.01	3926	2 0 0 0	5926
Additions	3 4 0 9	0	3 4 0 9
Disposals	$-1040$	0	$-1040$
Purchase cost 31.12	6 2 9 4	2 0 0 0	8 2 9 4
Accumulated depreciation 31.12	$-255$	o	$-255$
Net book value 31.12	6039	2 0 0 0	8039

Depreciation in the year	-231		$-231$
Expected useful life Depreciation plan	10 years Straight-line	Indefinite

Intangible assets	Licenses	Licenses	Total
Purchase cost 01.01.2020	2088	2 0 0 0	4088
Additions	1872	0	1872
Disposals	$-34$		$-34$
Purchase cost 31.12.2020	3926	2 0 0 0	5926
Accumulated depreciation 31.12.2020	$-24$		$-24$
Net book value 31.12.2020	3 9 0 2	2 0 0 0	5902

Depreciation in the year	$-24$		$-24$
Expected useful life Depreciation plan	10 years Straight-line	Indefinite

lote 12 Interest bearing debt

Ion current interest bearing debt:	31.12.2021	31.12.2020
Ion current liabilities for right-of-use assets*	57 549	806
lon-current debt to shareholders and other long-term debt**	74 654	67952
otal non current interest bearing debt	132 203	68758

urrent interest bearing debt:	31.12.2021	31.12.2020
urrent Leasing Liabities	15952	$\Omega$
otal current interest bearing debt	15 9 52	0

otal interest bearing debt	148 155	68758

ash and bank deposits	29 4 18	218 273
let interest bearing debt	118737	$-149515$

		Cashflow		Non-cash generating effects
						Accrued	Foreign	Reclasification
		Receipts from		New leasing	Dissemination	interest	exchange	short/long
Financing activities - changes in liabilities 31.12.2021	01.01.2021	new debt	Instalments	contracts	commission	this year	adiustments	term & other	31.12.2021
Non-current debt to shareholders*	67951			0	1869	8393	$-3560$		74 653
Total liabilities to financial institutions and shareholders	67951			0	1869	8393	-3 560		74 653

Non current liabilities for right-of-use assets	202	$\Omega$		86 025	$\Omega$	0	$\Omega$	-28 679	57 549
First year's instalment for right-of-use assets	604		$-13331$	0	0	⁰	n	28 679	15 9 52
Total liabilities for right-of-use-assets	806		$-13331$	86 025	0	n		0	73 501

Total interest bearing debt	68758		$-13331$	86 025	1869	8393	$-3560$	0	148 154

		Cashflow		Non-cash generating effects
						Accrued		Foreign Reclasification
		Receipts from		New leasing	Dissemination	interest	exchange	short/long
Financing activities - changes in liabilities 31.12.2020	01.01.2020	new debt	Instalments	contracts	commission	this year	adjustments	term & other	31.12.2020
Non-current debt to shareholders		78744	$-15000$		1335	2993	$-121$	0	67951
Total liabilities to financial institutions and shareholders		78 744	$-15000$	0	1335	2993	$-121$	$\mathbf o$	67951

Leasing liabilities	1 2 4 9	$\Omega$	$-443$	$\Omega$	0	$\Omega$	O	$-604$	202
Current Leasing Liabilities		$\Omega$		O		$\Omega$		604	604
Total liabilities for right-of-use-assets	1 2 4 9	o	$-443$	n		n		0	806

Total interest hearing debt	1.240	70 744	15.02	^o	1.335	2.002	121	$\mathbf{r}$	CO 750

Maturity structure of Group's debt 2021	Interest rate	Maturity	2022	2-5 years	Total
Non-current debt to shareholders	12,0%	2023	0	74 653	74 653
Leasing liabilities	$3,0% - 5,1%$	$2024 - 2026$	0	57 549	57 549
Current Leasing Liabilities	$3,0% - 5,1%$	2022	15 952	$\Omega$	15 952
Total interest bearing debt			15 9 52	132 202	148 154

Trade payables		2022	88 2 26	0	88 2 26
Other current liabilities		2022	10 901	0	10 901
Total non interest bearing debt			99 127	0	99 127
Total debt			115 079	132 202	247 281

Maturity structure of Group's debt 2020	Interest rate	Maturity	2021	2-5 years	Total
Non-current debt to shareholders	12,0%	2023	0	67951	67951
Non current liabilities for right-of-use assets	$4.0 % - 4.8 %$	2024 - 2025	$\Omega$	202	202
Current liabilities for right-of-use assets	$4,0% - 4,8%$	2021	604	$\mathbf 0$	604
Total interest bearing debt			604	68 154	68758

Trade payables		2021	13 503	0	13 503
Other current liabilities		2021	$-6060$	$\mathbf 0$	$-6060$
Total non interest bearing debt			7443	$\mathbf 0$	7443
Total debt			8047	68 154	76 201

Capitalised secured liabilities				31.12.2021	31.12.2020
Total liabilities for right-of-use assets				73 501	806
Total				73 501	806

Book value of assets pledged as security				31.12.2021	31.12.2020
Operating assets				111 286	0

Financial income	2021	2020
Adjustments due to currency changes	3566	123
Other financial income	556	82
Total financial income	4 1 2 2	205

Financial expenses	2021	2020
Interest expenses to related companies	8 3 9 3	3 3 9 6
Other financial expenses to associated companies	1869	1 3 3 5
Interest expenses leasing	1492	0
Adjustments due to currency changes	27	24
Other financial expenses	1681	171
Total financial expenses	13 4 63	4926

Financial Rrisk

Norcod's financial obligations comprise liabilities to financial institutions due to leasing, and a long-term Loan from Artha Holding A/S as detailed in note 12

Foreign Exchange Risk

Company sales of end products, fresh cod, are denominated in mainly in EUR. Sales of Cod Fry are in NOK and carry no exchange risk. Loan from Artha Holding A/S is in DKK, and is revaluated monthly to NOK.

Interest Rate Risk

Norcod's leasing liabilities are exposed to variable interest rates. This means that the Norcod is exposed to changes in interest rates. Artha Holding A/S loan is at fixed interest rate.

Credit Risk

All finished products are sold via partner Sirena AS. All credit facilities to end customer are fully insured.

Price/Liquidity Risk

Norcod monitors its liquidity continuously and estimates expected future developments through budgets and updated forecasts. The liquidity is dependent on future prices of Cod, making it significantly exposed to changes in prices. Other key risks include fluctuations in production, mortality and harvested volumes. Norcod plans to enters fixed price contracts with the aim to hedge fluctuations in the spot price, already succeeded in Q1 of 2022.

				As at
			01.01.2020			31.12.2020
			Transition to	IFRS		Transition to	IFRS
		Ngaap	IFRS		Ngaap	IFRS
(Amounts in NOK '000)	Note				IFRS

ASSETS
Non-current assets
Concessions, patents, licences, trademarks and similar rights		4088		4088	5 9 0 2		5 9 0 2
Property, plant & equipment		339		339	21572		21572
Right-of-use assets	Α		1 2 4 7	1 2 4 7	25 768	833	26 601
Investment in associated companies				0	16 003		16 003
Other non-current receivables		38		38	930	$-37$	893
Deferred tax assets	C	2918	$-2918$	0	13894	$-13894$	$\mathbf 0$
Total non-current assets		7383	$-1671$	5712	84 070	$-13099$	70971

Current assets
Inventory and biological assets	В	15 207		15 207	103 251	28 7 94	132 045
Short-term receivables		7309		7 3 0 9	42 994	22	43 016
Cash and cash equivalents		8460		8 4 6 0	218 273		218 273
Total current assets		30 976	0	30 976	364 518	28 8 16	393 334
TOTAL ASSETS		38 35 9	$-1671$	36 688	448 588	15717	464 305

EQUITY AND LIABILITIES
Equity
Share capital		37		37	8516		8 5 1 6
Share premium		42 603		42 603	392 394	$-5804$	386 590
Retained earnings		$-9753$	$-2920$	$-12673$	$-27717$	20715	$-7002$
Total equity		32 887	$-2920$	29 967	373 193	14 911	388 104

Liabilities
Non-current interest-bearing debt *	D	0		0	67952		67952
Lease liabilities	А	$\mathbf 0$	1 2 4 9	1 2 4 9	$-0$	806	806
Total non-current liabilities		$\mathbf 0$	1 2 4 9	1 2 4 9	67952	806	68758
Current interest-bearing debt
Accounts payable		6 1 2 6		6 1 2 6	13 503		13 503
Other current liabilities		$-654$		$-654$	$-6060$		$-6060$
Total current liabilities		5472	$\mathbf 0$	5 4 7 2	7443	0	7443
TOTAL EQUITY AND LIABILITIES		38 359	$-1671$	36 688	448 588	15717	464 305

			transition to
		NGAAP	IFRS	IFRS
Operating revenue	Note	7 2 2 5	0	7 2 2 5
Cost of materials	B	92 685	14 3 9 3	78 292
Change in inventory value at historical cost		$-97640$		$-97640$
Salaries and personnel expenses		15 15 7	$\Omega$	15 15 7
Depreciation and amortization		2473	562	3 0 3 4
Other operating expenses		12 944	$-557$	12 3 8 7
Operating expenses		25 618	14 3 98	11 230
Operating profit before fair value adjustment of biomass		$-18403$	14 3 98	$-4005$
Fair value adjustment biomass	B	$\mathbf 0$	14 4 01	14 40 1
Operating profit/loss		$-18403$	28798	10 396
Net financial items		$-4722$	$-4$	$-4725$
Profit/loss before tax		$-23124$	28795	5671
Income tax expences		$-5149$	5 1 4 9	$\Omega$
Net profit/loss for the period		$-17975$	23 646	5 671
Other income		0	$\mathbf 0$	0
Total comperhensive income for the period		$-17975$	23 646	5671

Trondheim, 9th May 2022

GRI Index

		GRI Index
GRI Standard	Disclosure	Location	Omission	Comment
	Disclosure 102-1 Name of the organization	See comment		Norcod AS
	Disclosure 102-2 Activities, brands, products, and services	Introduction & Overview (p. 5-9)
	Disclosure 102-3 Location of headquarters	Introduction & Overview (p. 5)
	Disclosure 102-4 Location of operations	Introduction & Overview (p. 5)		Municipality of Frøya and Meløy
	Disclosure 102-5 Ownership and legal form	Financiel Statement (p. 50)		Listed on Oslo Børs; Euronext Growth
	Disclosure 102-6 Markets served	Market (p. 37-38)
	Disclosure 102-7 Scale of the organization	ESG, Social (p. 19)
	Disclosure 102-8 Information on employees and other workers	ESG, Social (p. 19-21)
	Disclosure 102-9 Supply chain	Strategy (p. 12)
	Disclosure 102-10 Significant changes to the organization and its supply chain	Norcod's history (p. 11)
	Disclosure 102-11 Precautionary Principle or approach	Board of Directors Report (p.23), ESG (p. 13-15)
	Disclosure 102-12 External initiatives	ESG, Social (p. 20)
	Disclosure 102-13 Membership of associations	ESG, Social (p. 19-20)
	Disclosure 102-14 Statement from senior decision-maker	Board of Directors Report (p. 23-33), Letter from the CEO (p. 10)
	Disclosure 102-16 Values, principles, standards, and norms of behavior	Introduction & Overview (p.8), Social (p. 20-21)
	Disclosure 102-18 Governance structure	ESG, Governance (p. 22-23)
	Disclosure 102-40 List of stakeholder groups	ESG, Reporting process (p. 15)
GRI 102: General Disclosures 2016	Disclosure 102-41 Collective bargaining agreements	ESG, Social (p. 20)
	Disclosure 102-42 Identifying and selecting stakeholders	ESG, Reporting process (p. 15)
	Disclosure 102-43 Approach to stakeholder engagement	ESG, Reporting process (p. 15)
	Disclosure 102-44 Key topics and concerns raised	ESG, Reporting process (p. 15)
	Disclosure 102-45 Entities included in the consolidated financial statements	ESG, Governance (p. 22)
	Disclosure 102-46 Defining report content and topic Boundaries	ESG, Reporting process (p. 13-15)
	Disclosure 102-47 List of material topics	ESG, Reporting process (p. 15)

	Disclosure 102-48 Restatements of information		Not applicable	First year of reporting non-financial information
	Disclosure 102-49 Changes in reporting		Not applicable	First year of reporting non-financial information
	Disclosure 102-50 Reporting period	See comment		January 1 2021 - December 31 2021
				Date of last annual report; April 20 2021. This is the company's
	Disclosure 102-51 Date of most recent report	See comment		first ESG report
	Disclosure 102-52 Reporting cycle	See comment		Annual
	Disclosure 102-53 Contact point for questions regarding the report	See comment		Hilde R. Storhaug - [email protected]
	Disclosure 102-54 Claims of reporting in accordance with the GRI Standards	ESG, Introduction (p. 15)
	Disclosure 102-55 GRI content index	p. 62
	Disclosure 102-56 External assurance	See comment		We are not seeking external assurance for our 2021 ESG report

		Material Topics
		Fish Feed & Feeding Technology
	103-1 Explanation of the material topic and its Boundary
GRI 103: Management Approach 2016	103-2 The management approach and its components
	103-3 Evaluation of the management approach	ESG, Fish Feed & Feeding Technology (p. 16-17)

	103-1 Explanation of the material topic and its Boundary	GHG Reduction
GRI 103: Management Approach 2016	103-2 The management approach and its components
	103-3 Evaluation of the management approach	ESG, GHG Reduction (p. 18)


	305-1 Direct (Scope 1) GHG emissions		Data	We are currently in the process of collecting Scope 1, 2 and 3
	305-2 Energy indirect (Scope 2) GHG emissions		incomplete or	consumption data, in order to calculate our emissions. This
	305-3 Other indirect (Scope 3) GHG emissions		unavailable	will be included in next year's report
GRI 305 Emissions 2016				When our procedures for quantifying our GHG impacts are
				set (next reporting year), we will use 2021 as a base year. We
				will report our emissions as tCO2e, according to the GHG
	305-4 Reduction of GHG emissions		Not applicable protocol
		Ecosystem Preservation
	103-1 Explanation of the material topic and its Boundary
GRI 103: Management Approach 2016	103-2 The management approach and its components
	103-3 Evaluation of the management approach
	304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas
	and areas of high biodiversity value outside protected areas
GRI 304: Biodiversity 2018	304-2 Significant impacts of activities, products, and services
	on biodiversity	ESG, Ecosystem Preservation (p. 17-18)

	103-1 Explanation of the material topic and its Boundary	Documentation & Requirements
GRI 103: Management Approach 2016	103-2 The management approach and its components
	103-3 Evaluation of the management approach	ESG, Introduction (p. 13-14)


GRI 204: Procurement Practices 2016	204-1 Proportion of spending on local suppliers
		ESG, Social (p.20)
	205-1 Operations assessed for risks related to corruption	Board of Directors Report (p.31)
	205-2 Communication and training about anti-corruption policies and procedures ESG, Social (p.20)
GRI 205: Anti-corruption 2016				No incidents of corruption have been detected in the
	205-3 Confirmed incidents of corruption and actions taken	See comment		reporting year
	412-1 Operations that have been subject to human rights reviews or impact
GRI 412: Human Rights Assessment	assessments	ESG, Introduction (p. 13)
	412-1 Employee training on human rights policies or procedures	ESG, Social (p.20)

GRI 414: Supplier Social Assessment 2016	404-1 New suppliers that were screened using social criteria	ESG Introduction (p. 13)
	417-1 Requirements for product and service information and labeling	ESG Introduction (p. 13)
GRI 417: Marketing and Labeling 2016	417-2 Incidents of non-compliance concerning product and service information			No incidents of non-compliance concerning product and
	and labeling	See comment		service information and labeling in the reporting year

		Local Communities & Aquaculture Education
	103-1 Explanation of the material topic and its Boundary
GRI 103: Management Approach 2016	103-2 The management approach and its components 103-3 Evaluation of the management approach
		ESG, Social (p.20)
		EHS, Diversity & Inclusion
	103-1 Explanation of the material topic and its Boundary
GRI 103: Management Approach 2016	103-2 The management approach and its components 103-3 Evaluation of the management approach	ESG, Social (p.20-21)

INCOME STATEMENT

	Note	2021	2020
(Amounts in NOK '000)

Operating revenue and costs
Operating revenue	16	72 633	6 838
Total operating revenue		72 633	6 838

Cost of materials		56 990	-5 342
Saleries and personnel expenses	8	23 579	15 157
Depreciation	2	5 607	2 473
Other operating expenses	9	23 230	12 885
Total operating expenses		109 407	25 173
Operating result		-36 773	-18 335

Financial items
Other interest income	13	365	82
Other financial income	13	3 758	123
Other interest expenses	12,13	13 135	4 812
Other financial expense	13	327	114
Net financial items		-9 341	-4 721

Result before tax		-46 114	-23 056
Income tax expense	7	-10 359	-5 135

Net profit or loss for the year		-35 754	-17 921

Loss attributed to:
Transferred to/from other paid-in equity	5	-35 754	-17 921
Transferred to/from retained earnings	5	0	0
Net result for the year		-35 754	-17 921

BALANCE SHEET

	Note	31.12.2021	31.12.2020
(Amounts in NOK '000)

ASSETS
Non-current assets
Concessions, patents, licences, trademarks and similar rights	11	8 039	5 902
Deferred tax assets	7	24 218	13 859
Total intangible assets		32 257	19 761
Machinery and equipment	2	19 647	21 188
Boats and fleets	2	37 093	25 567
Fixtures and fittings, tools, office machinery and equipment	2	389	222
Total tangible assets		57 130	46 977

Investments in subsidiaries	3	50 030	50 030
Investments in associated companies and joint ventures	3	36 003	16 003
Loans to associated companies and joint ventures	4	30 000	0
Other non-current receivables		29	930
Total financial fixed assets		116 062	66 963
TOTAL NON-CURRENT ASSETS		205 449	133 701

Inventory and biological assets	1	240 724	103 251

Trade receivables		31 319	529
Receivables on group companies		5 658	0
Other short-term receivables and prepayments		28 614	21 944
Total receivables		65 591	22 474
Cash and cash equivalents	10	28 387	199 392
TOTAL CURRENT ASSETS		334 702	325 117
TOTAL ASSETS		540 151	458 817

BALANCE SHEET

	Note	31.12.2021	31.12.2020
(Amounts in NOK '000)

EQUITY AND LIABILITIES
Equity
Share capital	5,6	8 516	8 516
Treasury shares	5	-19	0
Share premium	5	390 383	390 392
Total paid-in equity		398 879	398 908

Retained earnings	5	-65 030	-25 587
Total retained earnings		-65 030	-25 587

TOTAL EQUITY		333 850	373 320

Liabilities
Long-term leasing liabilities	12	25 521	0
Debt to credit institutions		0	0
Other non-current liabilities	4,12	74 653	67 952
Total non-current liabilities		100 174	67 952

Trade payables		84 040	13 161
Public duties payable		1 348	1 010
Other current liabilities		20 738	3 374
Total current liabilities		106 127	17 545

TOTAL LIABILITIES		206 301	85 497

TOTAL EQUITY AND LIABILITIES		540 151	458 817

Trondheim, 9 May 2022

STATEMENT OF CASH FLOW

	Note	2021	2020
(Amounts in NOK '000)
Profit/loss before income taxes		-46 114	-23 056
Cash flow from operations
Depreciation	2	5 607	2 473
Change in inventory and biological assets	1	-137 474	-88 043
Change in trade debtors		-39 237	6 290
Change in trade creditors		70 879	7 007
Change in other provisions		13 821	-16 400
Net cash flow from operations		-132 517	-111 730

Cash flow from investments
Purchase of fixed assets	2	-15 759	-49 111
Purchase of shares, inv. and loans in subsidary and associated companies	3,4	-50 000	-66 003
Payment for licences	11	-2 137	-1 814
Purchase of other investments		902	-892
Sale of treasury shares	5,6	0	0
Net cash flow from investments		-66 995	-117 820

Cash flow from financing
Proceeds from new interest-bearing debt	12	44 439	86 962
Repayment of Interest-bearing debt	12	-10 724	-15 403
Interest paid	12	-1 492	-3 607
Proceeds from issuance of equity	5	-8	352 542
Purchase of treasury shares	5,6	-3 707	0
Net cash flow from financing		28 507	420 494

Net change in cash and cash equivalents		-171 006	190 944
Cash and cash equivalents at the beginning of the period	10	199 392	8 448
Cash and cash equivalents at the end of the period		28 387	199 392

STATEMENT OF CHANGE IN EQUITY

(Amounts in NOK '000)		Paid-in equity			Other equity
2019	Share capital	Share premium	Other paid-in equity	Retained earnings	Total equity
Equity as of 1 Jan 2019	30				30
Issue of treasury shares	7	43 226			43 233
Net profit/loss for the year		-624		-9 746	-10 370
Equity as of 31 Dec 2019	37	42 603	0	-9 746	32 894

			Other paid-in
2020	Share capital	Share premium	equity	Retained earnings	Total equity
Equity as of 1 jan 2020	37	42 603		-9 746	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 year		-2 080		-15 841	-17 921
Equity as of 31 Dec 2020	8 516	390 392	0	-25 587	373 320

		Other paid-in
Share capital		equity		Total equity
8 516	390 392		-25 587	373 320
			-35 754	-35 754
-20			-3 687	-3 707
1			-1
	-9			-9
8 496	390 383	0	-65 030	333 850
		Share premium		Retained earnings

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 company also has investments in the associated company Havlandet Norcod AS where they has 50 % of the shares, the other 50 % is owned by Havlandet Havbruk AS. The associated company had no operations during 2020. 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 were approved by the board on 27 April 2022.

Revenues

The company's operating revenue derive mainly from sale of cod. Income from sale of goods are recognised 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 and 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 short term 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 are reflected as financial income when it has been approved.

Asset impairments

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

Inventories and biological assets

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

Liabilities

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

Taxes

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

Change in accounting methodology

Two accounting methods were altered in Q4 to improve reporting quality and visibility for both internal and external audiences.

1 - Historically the capitalisation of all farming costs have been accounted for as cost of materials, causing irregularities fo r the reader, as at times a negative cost would be reported. As of Q4, all capitalisation will take place per category of Cost of Material, Salaries; Depreciation and Other Opex, thereby giving a clearer picture of actual expenditures per category. The sum of capitalised amounts in total is identical using both methods. Our auditors, Deloitte, have been consulted and approve of the change.

2 - G&A costs are no longer capitlalised from Q4 and onwards. Thereby, no wholly indirect costs are allocated to the production facilities, giving a clearer picture o f the running costs of each location, and a measurable and comparable production cost/kg going forward.

Note 1	Inventory and biological assets
1	Specification of the change in biological assets for the period:	2021	2020
	Biological assets as of 01.01	101 747	15 208
	Increase resulting from production in the period	205 706	102 049
	Write-down of inventory	-3 045	-14 393
	Reduction due to harvesting in the period	-68 488	-1 116
	Total biological assets as of 31.12	235 919	101 747
	Specification of inventory:	2021	2020
	Feed and other materials*	4 805	1 503
Total inventory		4 805	1 503

* Raw materials comprise feed for the farming business.

Note 2 Property, plant and equipment

		Machinery and	Other operating	Total
Fixed assets	Boats and fleets	equipment	assets	fixed assets
Purchase cost 01.01	26 970	22 232	259	49 461
Additions	15 204	705	224	16 133
Disposals	0	0	0	0
Purchase cost 31.12	42 174	22 937	482	65 593
Accumulated depreciation 31.12	-5 081	-3 290	-93	-8 464
Net book value 31.12	37 093	19 647	389	57 130
Depreciation in the year	-3 678	-2 246	-56	-5 980
Depreciation after change in biological assets				-5 607
Expected useful life	10 - 15 years	3 - 15 years	3 - 10 years
Depreciation plan	Straight-line	Straight-line	Straight-line

Note 3 Subsidiaries, associated companies, and joint ventures

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

		Ownership/	Equity last year	Result last year	Balance sheet
Subsidiaries	Location	voting right	(100%)	(100%)	value
Norcod Equipment AS	Trondheim	100 %	50 034	131	50 030
Balance sheet value 31.12

Norcod Equipment AS was established 12.07.2019.

Norcod AS has made an capital contribution of NOK 50 millions to its subsidiary Norcod Equipment AS during 2020. Norcod Equipment 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 2021 is presented as follows for information purposes:

Norcod Equipment AS	Booked as expense
Property, plant & equipment	105 965
Other receivables	89
Cash and cash equivalents	1 031
Total assets	107 085

Total equity	50 034
Non-current liabilities	47 761
Liabilities to group companies	5 658
Short term debt	3 632
Total equity and liabilities	107 085

		Ownership/	Equity last year	Result last year	Balance sheet
Associated companies	Location	voting right	(100%)	(100%)	value
Havlandet Norcod As	Florø	50 %	44 362	-418	35 000
Arctic Cod AS	Sandnessjøen	16 %			1 003
Balance sheet value 31.12					36 003

The company has excess to 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 1 700 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.

35 658	0
30 000	0
5 658	0
2021	2020

	Other receivables

	2021	2020
Group companies	0	0
Associated companies	74 653	67 952
Total	74 653	67 952

Norcod AS has established a loan to Havlandet Norcod of NOK 30 000 000, with repayment starting in 2024.

Transactions with group companies	2021	2020
Sale from group companies to Norcod AS	4 210	0

Note 5	Equity

		Paid-in equity			Other equity
			Other paid-in
	Share capital	Share premium	equity	Retained earnings	Total equity
Equity as of 1 jan 2020	37	42 603		-9 746	32 894
Loss for the year				-17 921	-17 921
Capital increase	8 478	370 673			379 152
Issuance costs		-20 804			-20 804
Other transactions		-2 080		2 080	0
Equity as of 31 Dec 2020	8 516	390 392		-25 587	373 320
Equity as of 1 jan 2021	8 516	390 392		-25 587	373 320
Loss for the year				-35 754	-35 754
Purchase of treasury shares	-20			-3 687	-3 707
Distribution of treasury shares	1			-1	0
Other changes		-9			-9
Equity as of 31 Dec 2021	8 496	390 383		-65 030	333 850

In the balance sheet for last year, retained earnings were merged with premium capital and shown as TNOK 364 805. This year, the amount is divided between premium capital and retained earnings.

Note 6 Share capital and shareholder information

For additional information on ownership structure and purchase and sale of treasury shares please see Note 6 in the consolidated accounts.

Taxation Note 7
7	2021	2020
Tax payable		0
Change in deferred tax	-10 359	-10 941
Tax on items booked against equity	0	5 806
Tax expense	-10 359	-5 135

Specification of temporary differences and deferred tax:	31.12.2021	31.12.2020	Change
Fixed assets	9 018	5 849	3 169
Biological assets	235 919	101 747	134 172
Receivables	0	0	0
Net temporary differences	244 938	107 596	137 342
Losses carried forward	-355 020	-170 590	-184 430
Basis for deferred tax	-110 083	-62 994
Deferred tax assets	-24 218	-13 859	-10 359

Basis for income tax expense, changes in deferred tax and tax payable:	2021	2020
Result before taxes	-46 114	-23 056
Permanent differences	26	143
Items booked against equity	0	-26 390
Other items (Skattefunn)	-1 000	-427
Basis for the tax expense for the year	-47 088	-49 729
Change in temporary differences	-137 342	-107 395
Change in tax losses carried forward	184 430	157 124
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	-46 114	-23 056
Calculated tax	-10 145	-5 072
Tax expense Difference	-10 359 -214	-5 135 -63

The difference consist of
Tax of permanent differences	-214	-63
Tax on items booked against equity	0	5 806
Sum explained differences	-214	-63

Payable taxes in the balance sheet
Payable tax in the tax charge	0	0
Tax 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.
8
Payroll expenses		2021	2020
Wages and salaries		21 032	11 592
Payroll tax		1 766	1 424
Pension expenses		1 090	508
Other benefits		-308	1 634
Total		23 579	15 157
	Average number of full-time-equivalents	25	16

Note 9
9
	2021	2020
Statutory audit	278	132
Other attestation services	157	365
Total	435	497

All auditor's fees are exclusive VAT.

Note 10
10
	2021	2020
Bank deposits	28 387	199 392
Cash and bank deposits	28 387	199 392
Of which restricted bank deposits	831	562

Note 11 Intangible assets - Concessions, patents, licences, trademarks and similar rights

The company capitalize accrued expenses due to costs related to work of licenses and site surveys of locations. Expenses are depreciated over 10 years from activation of locations.

Note 12 Non current liabilities, securities and guarantees etc.

Change in non-current debt from shareholders			Fallen due/	Booked as
(amount in NOK million)	31.12.2020	Issued	Redeemed	expense	31.12.2021
Debt to Artha Holding A/S	66 949				66 949
Dissemination commission	-1 869			1 869	0
Adjustment due to change in currency*	-121			-3 560	-3 682
Accrued interest	2 993			8 393	11 386
Total	67 952	0	0	6 702	74 653

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

The loan from Artha Holding A/S is due in Aug 2023.

Long-term leasing liabilities	31.12.2021	31.12.2020
Long-term leasing liabilities	25 521	0
Total	25 521	0

All of the long-term leasing liabilities are due within the next 5 years.

Note 13 Specification of financial income and expenses

Financial income	2021	2020
Interest income from group companies and associated companies	0	0
Adjustments due to currency changes	3 566	123
Other financial income	556	82
Total financial income	4 122	205

Financial expenses	2 021	2 020
Interest expenses to group companies and associated companies	8 393	3 396
Other financial expenses to associated companies	1 869	1 335
Interest expenses leasing	1 492	0
Adjustments due to currency changes	27	24
Other financial expenses	1 681	171
Total financial expenses	13 463	4 926

Note 14 Financial risk

For further information relating to the management of financial risk in the parent company and group, see Note 14 to the consolidated financial statements.

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

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

INDEPENDENT AUDITOR'S REPORT

Opinion

We have audited the financial statements of Norcod AS, which comprise:

The financial statements of the parent company Norcod AS (the Company), which comprise the balance sheet as at 31 December 2021, the income statement and the statement of cash flow for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and
The consolidated financial statements of Norcod AS and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2021, the consolidated statement of comprehensive income, statement of change in equity and consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion:

the financial statements comply with applicable statutory requirements,
the financial statements give a true and fair view of the financial position of the Company as at 31 December 2021, 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, and
the financial statements give a true and fair view of the financial position of the Group as at 31 December 2021, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by laws and regulations and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), 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

The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors' report. The other information comprises information in the annual report, but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors' report.

In connection with our audit of the financial statements, our responsibility is to read the Board of Directors' report. The purpose is to consider if there is material inconsistency between the Board of Directors' report and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors' report otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors' report. We have nothing to report in this regard.

Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report

Deloitte AS and Deloitte Advokatfirma AS are the Norwegian affiliates of Deloitte NWE LLP, a member firm of Deloitte Touche Tohmatsu Limited ("DTTL"), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as "Deloitte Global") does not provide services to clients. Please see www.deloitte.no for a more detailed description of DTTL and its member firms.

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

is consistent with the financial statements and
contains the information required by applicable legal requirements.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for the preparation and true and fair view of the consolidated financial statements of the Group in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements of the Company use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations. The consolidated financial statements of the Group use the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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 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.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's or the Group's internal control.
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
conclude on the appropriateness of management's use of the going concern basis of accounting, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible

for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Trondheim, 9 May 2022 Deloitte AS

Per Kr. Forseth State Authorised Public Accountant

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Norcod — Annual Report 2021

3675_10-k_2022-05-10_e250cecd-fd5c-4ed0-a976-33c5149e41fb.pdf

Annual Report 2021

Introduction & Overview

Norcod at a Glance

Key Events in 2021

Key Events Summerised

Letter From The CEO

Dear Shareholder,

Norcod's History

Key historical and targeted upcoming milestones:

Strategy

Supply chain strategy:

Fry:

Growth:

Sea Phase:

Harvest:

Sales & Distribution:

Environmental Social Governance

Introduction

Reporting Process

Materiality Assessment

Norcod and UN's Sustainable Development Goals

Environment Fish Feed & Feeding Technology

Raw Materials

Waterborne Feeding & Microplastic

Ecosystem Preservation

GHG Reduction

- Tsjipke Deuzeman, Production Director

Social

Our Employees

Services:

Local Communities & Recruitment

EHS, Diversity and Inclusion

Governance

Board of Directors Report

Marit Solberg - COB

Boe Spurré - Board Member

Tore Tønseth - Board Member

Jan Severin Sølbæk - Board Member

Anders Bjerno - Board Member

Board of Directors

The Company's Operations & Locations

Highlights in 2021

Sustainable Focus & Organic Growth Potential

Financial Performance

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

Corporate 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, 9th May 2022

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

Quality

Yield

Freshness

Price Stability

Norcod Annual Report 2021