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Norcod

Annual Report May 28, 2025

3675_10-k_2025-05-28_6bb23be7-e686-4242-a8e3-aed1d4992902.pdf

Annual Report

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2024 Annual Report

norcod.com Annual Report 2024

4 5

01. Norcod at a glance

Key highlights Key ESG highlights Year in review

02. This is Norcod

History of Norcod Letter from the CEO Group structure Management team Our value chain

Sales and markets

03. ESG

Alignment to SDGs Materiality assessment Devoted to people Devoted to cod Devoted to nature

Introduction and overview 16
History of Norcod 20
Letter from the CEO 22
Group structure 24
Management team 24
Our value chain 29
Our values and mission statement 32-35
Our business strategy 36
Operations 38
Sales and markets 44
  1. Governance
Sustainability statement overview 50
Alignment to SDGs 52
Materiality assessment 54
Devoted to people 56
Devoted to cod 70
Devoted to nature 85
Certifications 100
Transparency 103
Looking ahead 106

05. Financial

Board of Directors' Report 106

Contents

Consolidated financial statement 122
Separate financial statement 148
Independent Auditor's report 164
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Norcod at a glance

Key highlights in 2024

397 MNOK in revenue

Revenue grew compared to 2023, from 269 MNOK to 397 MNOK, or 47%, supported by increased harvest volumes, favourable market conditions and improvements in biological performance and feed efficiency.

8,333 tonnes harvested

Norcod harvested 8,333 tonnes cod (WFE) in 2024, compared to 6,155 tonnes in 2023. This is a 35% increase. Harvest volumes were impacted by a marine heatwave in the summer of 2024, and an escape incident at Labukta in November 2024.

Norcod share of farmed cod

Farmed cod made up almost 30% of the fresh cod exports from Norway in 2024, an increase of 37% from 2023. The value of farmed cod exports increased by 55%, to 722 MNOK in 2024. Farmed cod also made up 28% of the value of fresh cod exports from Norway in 2024. Norcod's share of total farmed cod exports in 2024 was 56%, cementing our status as Norway's leading producer and exporter of farmed cod.

Superior quality

Throughout 2024, 90.2% of fish harvested were categorised as superior quality, the highest classification.

Lower production costs

Our work to optimise operations has resulted in significantly reduced production costs at sea, which were down by almost 10% from 50.7 NOK/kg in 2023, to 45.9 NOK/kg in 2024. Going forward, Norcod's strategy is precision farming: Through better use of our production licenses and further improving biosecurity, fish health, welfare and survival rates, as well as cost benefits from economy of scale, we expect to secure projected growth and harvest volumes, and increase profitability.

Increased sales prices

Norcod saw favourable market developments in 2024, including a 25% rise in achieved sales prices from Q1 to Q4. Contract coverage also improved, enhancing operational predictability and reducing exposure to market fluctuations.

Key ESG findings 2024

Scope 1, 2, 3 emissions

Emissions per kilo harvested weight were down significantly compared to 2023.

100% seabed health

All our production sites tested in 2024 received the best possible score for benthic conditions below and surrounding our facilities.

Feed conversion rate

Our average eFCR in 2024 was 1.52, but we saw eFCR of 1.06 for the completed cycle at our Jamnungen site.

Carbon footprint reduction

We reduced our product carbon footprints by 12% per kg HoG and edible yield in 2024, compared with 2023.

Fresh water use

Fresh water consumption in cod farming is very low compared to other farmed animal proteins, at under 4 litres per kilo.

Incidents

No recorded incidents of harassment or discrimination were reported in our whistleblowing routines.

Highlights Challenges

Strong revenue growth and increased harvest volumes

Norcod delivered solid topline growth in 2024, with revenue rising 47% to 397 MNOK. This was driven by a 35% increase in harvest volumes, reaching 8,333 tonnes. Improved feed efficiency and stable conditions at key sites contributed to enhanced biological performance, laying a stronger foundation for future profitability and operational stability.

Marine heatwave impacts

A marine heatwave during the summer of 2024 led to elevated sea temperatures across several farming sites, resulting in increased mortality and reduced growth. As a precaution, Norcod carried out early harvests at affected sites. The event underscored the need for continued investment in climate resilience and biological risk management.

Year in review

Reduced production costs per kilo

Production cost per kilo fell from 50.7 NOK in 2023 to 45.9 NOK in 2024, driven by improved feed utilisation, more stable site conditions and operational scaling. Although a summer marine heatwave posed biological challenges, conditions improved later in the year, allowing for stronger performance at sites like Jamnungen.

Escape incident at Labukta

In November 2024, an escape occurred at the Labukta site due to a breach between two net panels at depth. Emergency procedures were swiftly implemented, including notification of authorities and recovery efforts. The incident prompted a review of technical systems and reinforcement of escape prevention measures.

Capacity expansion for precision farming

Norcod continued to build future production capacity. Five pens were stocked at the new Bjørnvika site, supporting long-term growth. At Jamnungen, the MAB license was upgraded from 3,600 to 5,200 tonnes, reflecting both site potential and proven biological performance.

Launch of Snow Cod brand and international expansion

The Snow Cod brand was officially launched in 2024, providing clearer product positioning for premium farmed cod. Maturation

Maturation in the final growth phase remains a key challenge in cod farming, sometimes requiring early harvest. Norcod continues to test and refine lighting strategies to delay maturation and monitors fish closely to enable timely intervention when needed. Improved sales prices and contract coverage

Achieved sales prices increased by 25% from Q1 to Q4 2024. Norcod also strengthened contract coverage.

This is Norcod

Norcod is the market leader in the fast-growing cod farming industry, headquartered in Trondheim and with farming sites along the Norwegian coast. As the cod farming pioneers, Norcod has, over the past seven years, successfully scaled up production to industrial levels. The company is now transitioning from the pioneering phase into stable, profitable growth, targeting a premium international market segment with high-quality, fresh cod products available year-round under the brand name Snow Cod.

Our operations

Our six production facilities are strategically located along Norway's central and northern coasts, with its abundance of cold clear waters providing the optimal conditions for cod farming. We have a clear and considered growth plan for the medium and long term, aiming to harvest approximately 25,000 tonnes (WFE) annually by 2030 in order to meet the growing demand for a consistent, fresh cod supply throughout the year.

With wild cod stocks under pressure and fishing quotas being reduced, Norcod is ideally positioned to fill this growing market gap with our farmed Snow Cod product.

Our strategy involves focus and participation across the entire value chain to ensure optimised production, streamlined logistics and market development and, in turn, improved profit margins.

Introduction and overview

Who we are

Norcod is led by experienced aquaculture professionals, drawing talent primarily from the highly advanced Norwegian salmon farming industry, which enjoys many operational similarities with cod farming. We have also established apprenticeships for aquaculture students, fostering the next generation of industry experts.

Environmental responsibility

At Norcod, we are committed to continually striving for the most responsible and sustainable aquaculture practices both because it is the right thing to do but also because sustainability is essential to our long-term strategy. Our operations adhere to strict environmental standards, minimising our impact on marine ecosystems. We continuously invest in research and technology to improve feed efficiency, reduce waste and enhance fish welfare. Our aim is to contribute to the sustainable development of the seafood industry while meeting the growing global demand for protein.

Introducing Snow Cod

Norcod is working to establish Snow Cod as the premium farmed cod product in global seafood markets. Our marketing efforts highlight the superior quality, consistency and year-round availability of our product. We are engaging with chefs, retailers and consumers to showcase the versatility and excellent taste profile of Snow Cod, positioning it as a sustainable alternative to wild-caught cod.

We are also working to establish Snow Cod as "the sushi cod", a perfect companion to Norwegian salmon in the raw consumption segment. Snow Cod would benefit from the highly regarded position and long-term work of the Norwegian salmon industry in this global and well-paying segment and is a great way to differentiate Snow Cod from wild-caught cod in a premium marketplace.

Optimising production and mitigating risks

We maintain a continued focus on optimising production processes and mitigating risks in our operations. This approach is bringing Norcod into the next era of cod farming, characterised by increased efficiency, improved fish health and enhanced product quality. We are implementing advanced monitoring systems, refining our feeding strategies and exploring innovative solutions to address industry challenges.

We collaborate with various professional and scientific institutes and external partners to create optimal conditions for success. Our commitment to people, to cod, to nature – and to innovation and profit – underpins our approach to economic, social and environmental sustainability.

delivered from Nofima and

Havlandet

2017 : • 6th generation of farmed cod in breeding programme • Sirena Group evaluation project confirms readiness/viability to recommence modern cod farming activity in Norway 2002 : • National breeding programme for farmed cod commences in Norway 2018 : • Norcod established by Sirena Group • Fry agreements secured with Havlandet and Nofima 2003-2008 : • As many as 30 cod faming companies try to establish commercial cod farming in Norway, with limited success due to financial and biological issues 2014 : • There are no commercial farmers left, but breeding programme continues 2021 : • New production sites open at Frosvika (Meløy) and Mausund (Frøya) • First full-scale harvest and delivery to market • Norcod acquires 50% stake in Havlandet (Norcod Havlandet) and commences building fry facility in Florø • First certified with Global G.A.P 2022 : • Completion of first full production cycle • Three farming sites in operation (Jamnungen, Frosvika & Mausund) • Implementing first underwater feeding barge • Completion of new fry facility and first batch of fry delivered 2024 : • Introducing Snow Cod brand • Overlapping production cycles ensure continuous year-round harvest and market supply • Six farming sites in operation • Private placement of 174 MNOK • Extended credit facility of 75 MNOK • Jamnungen site granted increased 2025 : • Capital raise and debt package of 300 MNOK secured in Q1 to facilitate growth strategy • Focus on optimising production and value chain History of Norcod 2023 : • Five production sites in operation • Norcod divests Havlandet and acquires Kråkøy harvesting facility • Private placement of 200 MNOK 2020 : • Start of first sea phase for cod at Jamnungen, Frøya after successful pilot • Private placement of 107 MNOK • Norcod listed on Euronext Growth and completed MNOK 250 private placement 6,155 8,336 8,000 est. 3,837 1,408 12

MAB from 3,600 MT to 5,200 MT.

Phase

  • Cod farming pre-Norcod
  • Pioneer
  • Foundation for growth
  • Scaling up for profitability
  • Tonnes WFE (Harvest volume) #

Dear shareholder,

I am pleased to bring you this report to document and highlight some of the achievements and events of 2024 for Norcod. It was a year with many milestones, some challenges, but most of all a pivotal point for the company on its path to establish cod farming and premium Snow Cod products as an integral part of the Norwegian seafood industry.

Norcod has reached the stage where we provide stable deliveries of premium quality cod all year round. The company has, along with its shareholders, invested heavily and succeeded in developing and pioneering sustainable cod farming on an industrial scale, with weekly deliveries and production of approximately 8,000 metric tonnes in 2024. Going into 2024, we communicated that our number one priority going forward is to achieve profitability at current production levels. Beyond this goal, we will take a step-bystep approach to building up volume in line with market demand at favourable sales prices.

The company's key priorities during 2024 have been three-fold:

    1. A continued, vigilant focus on cod biology and fine tuning of the feeding regime, the production processes and the utilisation of production capacity
    1. Stepping up efforts to develop the market and positioning our product in a niche premium category, with corresponding sales prices and contracts
    1. Norcod implemented measures to focus resources in key areas and improve the company's financial performance in 2024. The company streamlined operations and developed a more efficient and commercially oriented business.

During a private placement round in the spring of 2024, Norcod was pleased to add High Liner Foods as a strategic partner and as a new investor. We are excited about the opportunities this partnership and collaboration brings, especially in strengthening our position in the North American market.

Although our financial results have improved compared to 2023 – and the market fundamentals and the measures we

Christian Riber Chief Executive Officer

"Our continued focus on developing a sustainable long-term cod farming business is rooted in, and guided by, an unwavering devotion to our people, cod and nature"

have implemented during the year have laid a strong foundation for profitable growth – we still have a way to go.

We are witnessing growing awareness and recognition of the advantages of farmed cod, offering a reliable yearround supply of fresh, premium quality cod, as versatile and easy to succeed with as salmon.

The launch of the Snow Cod product brand and our efforts to position it within a niche premium segment in key growth markets have been well received both in the retail and food service sectors.

In light of the substantial quota reductions for wild cod and a reduction in available raw materials, both Norcod and our customers are aligned in recognising farmed cod as a sustainable and viable product on its own.

Snow Cod ensures a steady supply while easing the pressure on wild stocks, positioning farmed cod as a dependable and sustainable protein source for the future. Farmed cod is a proven part of the solution to providing the world's growing population with a reliable, sustainable and healthy protein source. With these market conditions, the outlook for farmed cod, and Norcod in particular, has never been more promising.

Although Norcod recognises that instability in the world economy and geopolitical unrest pose risks for the company, we firmly believe that the favourable market conditions provide a strong foundation in the ongoing commercialisation phase for farmed cod.

Driven by these favourable conditions and strong sales price trends, the company has seen improvements in its financial performance year-on-year. By maintaining a sharp focus on cod biology, optimising the feeding regime, refining production processes, maximising production capacity and capitalising on scale-up effects, Norcod has developed a revised and profitable growth strategy that aligns with the current favourable market dynamics. This includes funding of approximately 300 MNOK through a combination of increased debt commitment and a private placement, which was

completed in the first quarter of 2025.

Our work to optimise operations has resulted in significantly reduced production costs at sea, which were down by almost 10% from 50.7 NOK/kg in 2023, to 45.9 NOK/kg in 2024.

In 2024 we have reduced our carbon emissions per kilo harvested weight by 12% compared to 2023, and we continue to see improvements in several other

ESG metrics.

This is a result of our continued focus on developing a sustainable, long-term cod farming business rooted in, and guided by, an unwavering devotion to people, to cod and to nature. Based on this foundation we strongly believe that Norcod will be a major part of a future cod farming industry that thrives through collaboration, regulation, innovation, respect and craftsmanship – all guided by science.

The successes and continued progress towards our ambitious goals could not be possible without the passion and efforts of our fantastic employees across our business. I would like to thank every single one of you for your can-do attitude and energy that is so integral to our continued success. These thanks also extend to our shareholders, whose continued belief in our mission and product enable us to grow Norcod. And finally, a thank you to our business partners and of course our customers for supporting us on this exciting journey as we write a new chapter in the seafood history books, bringing Snow Cod to dinner tables across the globe.

Letter from the CEO

The group reporting structure The Norcod organisation

This report consolidates Key Performance Indicators (KPIs) for environmental topics across the group. As Norcod AS and Kråkøy Slakteri comprise our core activities, material impacts and value creation, the reporting focus has been directed towards these subsidiaries. For social and governance matters Kråkøy Slakteri AS and Norcod AS KPIs are reported separately.

During 2024, Norcod implemented measures to focus resources in key areas, streamline operations and improve the company's financial performance. This included adjusting the organisational structure with a renewed management team, as well as integrating the Kråkøy harvesting facility as a part of the Norcod parent company.

Arve Olav Lervaag – Production Director

• More than 25 years of strategic and operational experience in aquaculture from Norway Royal Salmon, Lerøy and other seafood

- companies

• Most recent role as COO Farming in Norway Royal Salmon

Stian Vollan-Hansen – Chief Financial Officer

• 9 years in various positions at Entro, including CFO. Versatile experience from business development and financial management

• Master's degree in economics from NTNU Business School

Management team

Christian Riber – Chief Executive Officer

  • 12 years' experience as Commercial Director at Sirena
  • 2 years' experience as Account Manager at Experian
  • Education from Copenhagen Business School

Chris Guldberg – Chief Operating Officer

  • 20 years of commercial experience in management, strategy, branding, PR & comm, ESG, organisational development and IR
  • Background in seafood through The Norwegian Seafood Council and SINTEF

-

Our value chain

One of the key strategic focus areas for Norcod is to ensure participation throughout the value chain.

Norcod's core business focuses on the sea-phase of cod farming, as well as harvesting, but making sure we are involved and have the best possible partnerships throughout the valuechain means we can continue to optimise the process from egg to plate. This gives us greater predictability, streamlines processes and allows agility in an ever-evolving seafood marketplace.

We have integrated production and market operations from the outset to maintain stability throughout the value chain, allowing us to accommodate the solid industrial growth outlined in our strategy in the coming years.

Hatching and fry stage

Securing access to cod fry to supply our farms has traditionally been a bottleneck. As part of the divestment in Havlandet in 2023, we entered into a mutually beneficial long-term agreement securing Norcod a stable supply of the highest quality cod fry for our farms for the next 30 years. In the fry-facility, the cod goes through three stages: the roe/egg stage, the larval stage and the fry stage. The process involved in hatching cod is more complex and differs significantly from hatching salmon. Thanks to more than 20 years of dedicated R&D, the current broodstock is in its 8th generation, producing a stable supply of highquality cod with increased yield.

Juvenile stage

As fry enter the juvenile stage and have moved onto pellet feeds, they are ready to be transferred to larger land-based tanks. Here the focus is on growth and, while this stage is outsourced to other facilities, Norcod is involved in R&D given the fact that improved growth means a quicker move to the sea phase.

Securing fry and juvenile capacity at the landbased stage of cod farming is a key factor for Norcod to achieve stable growth.

Sea-phase operations

The sea-phase of cod farming, where fish grow from approximately 0.1 to 3.5-4 kg in open-net

pen marine sites is where Norcod is the industry pioneer and where the core of our operations are focused.

Spread across six locations from Jamnungen in the South to Frosvika in the North, Norcod has established year-round, stable production and harvest of Snow Cod.

Harvest

Our 2023 acquisition of the Kråkøy facility continues to deliver the flexibility we need to manage production plans, increase predictability and reduce costs. We have set clear goals for achieving a high level of superior grade product, with a goal of 98% utilisation of the cod.

Sales and logistics

Norcod is partnered with Sirena Group, a leading seafood company with 40 years of experience in the global seafood market. Together we have successfully introduced Snow Cod as a premium product and continue to work on strengthening its position in new and existing markets.

The value of our integrated value chain

Norcod's partnerships – which run throughout the value chain – deliver multiple benefits to our overall operations and long-term stability, sustainability and growth. They allow us to increase efficiency, reduce production costs and give us control from roe to plate.

Our value chain

Norcod's vision and business idea:

The leading producer of sustainably raised farmed cod, providing our customers with premium Snow Cod of the highest and safest quality.

A green vision

For a blue future

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 customised feed, and production sites that match the cod's environmental preferences. We take responsibility for our production and its impact on the surroundings and society. We seek to make right choices for our planet.

Safe work environment Human rights Local communities Transparency

Fish welfare
Production environment
Product quality
Food safety

Fish welfare Product quality Food safety

The ocean Local & global environment Biodiversity Climate action

Devoted to People. Cod. Nature

Norcod's ambition has always been to set the standard in responsible, industrial-scale farming of top-quality cod, through constant operational improvements which ensure sustainability and fish welfare.

Our green vision for a blue future is founded in Norcod's devotion to sustainability and form the basis for our business strategy.

We clearly see and believe in the potential of growth and development of lower production costs in line with increasing production volumes. By gradually integrating and optimising the value chain, Norcod will achieve even more competitive advantages and further lead the development of sustainable cod farming. For instance, the integration of our harvesting plant at Kråkøy has enabled us to reduce costs and invest further in automation.

The stabilisation of growth in 2024 and 2025 reflects the need for gaining further biological control and increasing flexibility of our production capacity. By implementing a higher level of control mechanisms, Norcod will decrease several risk elements and increase profitability.

Better utilisation of our production licenses and further improving biosecurity, fish health, welfare and survival rates, is expected to secure projected growth and harvest volumes.

Norcod is securing and optimising fry and juvenile capacity from the land-based phase as well as new farming sites at sea, as a foundation for our growth in production towards 2030.

Further engagement in R&D projects will contribute to building the company and the industry as a whole.

  • Proving yield and controlling biology through initial production runs and trials
  • Developing responses and effective measures towards early industry challenges
  • Growing harvest volume to annual production of ~ 6,000t WFE
  • Investments in value chain, infrastructure and R&D amounting to NOK ~1,250m, raising a total of NOK ~1,050m in equity and the remaining amount in debt financing
  • Investing in product development & end markets, securing long-term clients

  • Cost benefits from increasing scale of operations, primarily related to on-site personnel, harvest and overhead

  • Scaling up with standardisation and precision farming
  • Continued optimisation of the value chain
  • Implementing a higher level of control mechanisms
  • Steady production of ~ 8,000t WFE annually
  • Strong price development and pull in market for stable, year-round delivery of high-quality farmed cod
  • Premium positioning, Snow Cod and market development
  • Despite certain issues and risks, overall biology and growth has been stable and encouraging, giving confidence in scaling up production towards profitability
  • Capital raise and debt package of 300 MNOK in place to fund biomass and site development, enabling a target 25,000t WFE capacity in the medium to long term
  • Adjustments based on learnings from pioneer phase and optimising the value chain, securing long-term clients

Building, investing, testing and innovating

Stable biology, optimising production, strong markets and premium positioning

Cost benefits, capex light, standardisation and precision farming

1.0 Pioneer phase 2018-2023

2.0 Foundation for growth 2024-2025

3.0 Scaling up for profitability 2026-2030

Business strategy

Operational focus areas and risk management

It takes time to create a new industry on an industrial scale. Since Norcod's inception, we have been engaged in R&D projects and gained invaluable experience and knowledge. Best practice is taking shape, and the industry as a whole has come far. The conditions are right for this to become a successful and sustainable industry. Continuously increased control in our operations is the key to increased welfare, safeguarding the surrounding environment and reducing production costs. Our approach to sustainable cod farming is by working throughout the whole value chain and organisation to continuously assess its operational risk elements. A broad set of applied procedures, risk analyses and contingency plans are the foundation we rely on and constantly seek to improve.

Precision farming

Standardisation, structure and control

  • Clearly communicated goals, plans and processes coupled with continuous, incremental improvements and corrective measures.
  • Higher level of control mechanisms.
  • Adjusting equipment based on learnings from pioneer phase, with a priority on technical stability, resilience and efficiency.
  • Feeding and biomass control are important focus areas, as efficient feed utilisation is key to environmental and economical sustainability
  • Further improvements in biosecurity, fish health, welfare and survival rates.
  • Leveraging data & Al to enhance decision-making and optimise our 'sweet spot' production plans.

Annual Report 2024

41

Trondheim Headquarters and remote feeding centre

Frosvika Labukta Bjornvika

kråkøy harvesting facility Jamnungen Skogsøya and Pålskjera

Our farming operations

Our operations

In 2024, Norcod continued scaling up its operations, harvesting 8,333 tonnes WFE of premium farmed cod, a 26% increase from 2023. Standing biomass at year-end was 6,760 tonnes and Norcod maintained a leading position with approximately 60% of Norway's total harvested cod export volume in Q4.

Both biological and economic feed factor improved compared to previous cycles at several sites. Average eFCR for 2024 was 1.52, but 1.09 in the first half of the year.

Our work to optimise operations has resulted in significantly reduced production costs at sea, which were down by almost 10% from 50.7 NOK/kg in 2023, to 45.9 NOK/kg in 2024.

Our Jamnungen site is a great example of the improvements we have achieved in the sea phase through dedicated R&D. Here, we have been granted a MAB increase from 3,600 tonnes to 5,200 tonnes, while also seeing a ~58% higher weight at week 36 in the 2024 generation versus 2020.

In 2024, Norcod commenced implementing its strategy to position operations for profitable and stable growth. The core business is cultivating cod through the final sea phase and through harvest – and 2024 was a year focused on optimisation of our core operations, without major capital investments.

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Marine heatwave

Escape incident

Optimised harvesting

In the summer of 2024, Norcod experienced a marine heatwave that led to increased sea temperatures across key farming sites, particularly in the North. As a precaution, the company reduced feeding and handling during this period, which contributed to lower-than-expected growth and higher mortality in some batches. These challenges underscored the importance of robust biological monitoring and adaptive management, and Norcod continues to invest in mitigation measures, including R&D partnerships aimed at improving gut health and operational resilience.

In late November 2024, an escape incident occurred at the Labukta site in Nesna, where an opening was discovered between two net panels at a depth of 13 metres and just over 27,000 individuals escaped. Emergency procedures were immediately activated, including sealing the net, notifying the Directorate of Fisheries and launching recapture operations. Approximately 6,500 fish were recovered by the end of the year. The remaining fish in the affected cage were harvested to assess the full extent of the escape, and technical investigations are ongoing in collaboration with the Directorate and relevant partners. Improved monitoring, surveillance and procedures have been implemented. In addition, we have conducted a comprehensive review of nets. Going forward, we will switch from generation nets that remain in the water throughout the production cycle to stronger nets, that are changed during the cycle.

For our harvesting facility at Kråkøy, 2024 was a year of continued integration into the Norcod family, following our acquisition of the facility in 2023. It was the first year where the facility enjoyed stable harvest throughout the year, with a strong focus on cost reductions as a result of increased economies of scale. 90.2% of harvested product was categorised as superior quality – the highest classification. Other improvements included the installation of a new packing robot, which improved stacking speed efficiency and staff safety.

Total standing biomass at end of 2024

In 2024, Norcod continued to develop its market presence as the leading supplier of fresh, farmed Atlantic cod. As a result of lower quotas for wild-caught cod as well as sanctions and increasingly unpredictable global trade, demand for high-quality, stable alternatives has increased. Norcod's year-round harvesting model and consistent product quality have positioned the company to meet this demand, both in established and emerging markets.

The launch of our Snow Cod brand in 2024 is a key step towards building a distinct product and securing commercial partnerships, especially in premium segments where traceability, sustainability and freshness are key. With a focus on selected high-value markets, Norcod has expanded its customer base and progressed efforts to secure long-term contracts that support predictability for both the company and its buyers.

Global market development for cod and farmed cod

Snow Cod

Sales and markets

The global market for Atlantic cod (Gadus morhua) is under pressure due to year-on-year lower quotas in the Barents Sea. The total export of fresh Atlantic cod from Norway was 40,370 tonnes, down 18% from 2023. This consisted of 11,971 tonnes of farmed cod and 28,399 tonnes of wild cod. Farmed cod made up almost 30% of all fresh cod exports in 2024, and the volumes are a 37% increase on last year.

A major step for Norcod's market work in 2024 was the introduction of the Snow Cod brand for farmed cod. The brand name was developed by Sirena and Norcod, but has been adopted by the majority of the Norwegian cod farming industry in its sales and marketing internationally.

Snow Cod represents a key step in establishing farmed cod as a distinct and unique seafood product, differentiated from wild cod and other wild whitefish. The name represents purity and freshness and will be vital in the market strategy to align Snow Cod with the Norwegian salmon market, particularly for raw consumption

This is a clear indicator that the cod farming industry in Norway is increasingly becoming a force to be reckoned with.

Snow Cod is now moving beyond its early niche position, gaining recognition as a viable long-term supplement to wild catch. Industry and customer demand trends indicate a growing appetite for consistent, high-quality whitefish products produced under traceable and sustainable conditions.

The value of farmed cod exports increased by 55%, to 722 MNOK in 2024. Farmed cod also made up 28% of the value of fresh cod exports from Norway in 2024.

Norcod's share of total farmed cod exports in 2024 was 56%, cementing our status as Norway's leading producer and exporter of farmed cod.

Increase in farmed cod exports in 2024

Main markets

In 2024 Norcod continued to work strategically with our sales partner Sirena Group and third-party suppliers in key markets to develop stable, high-paying customer relationships for Snow Cod.

Our biggest markets in 2024 were in Europe, with Spain as the most important single market for Snow Cod. While the Eurozone continued to account for the majority of volumes, markets like the UK, China and the United States are showing promise, particularly for premium segments. In January 2024, Norcod entered a partnership with Chinese seafood supplier Hi-Chain and we are working in collaboration with Sirena Group to develop this market long term. Asia remains particularly promising for future Snow Cod exports, especially with a focus on premium, raw consumption.

Market outlook

Norcod's commercial strategy remains focused on premium positioning, consistent availability and strengthening market presence in selected high-value regions. As the Snow Cod brand gains traction, we would like to continue focusing on a high share of contract-based sales, to reduce volatility in pricing and volume planning, while keeping a small share of product available to new customers and opportunities.

Looking ahead, the outlook for farmed cod remains positive. With wild catch volumes expected to remain limited, demand for sustainable, traceable whitefish products is forecast to grow. In this context, Norcod is well positioned to meet evolving customer expectations while building longterm market partnerships.

Adding additional value

The flexibility to deliver fresh cod weekly throughout the year remains a key competitive advantage. Processing partnerships and logistic efficiencies allow Norcod to meet demand from both the whole fish market and the fillet segment, particularly in retail and foodservice.

Working with partners that can help further distinguish the product in terms of usages where its superior flavour, texture, freshness and sashimi grade are taken advantage of, is also part of the market strategy. Smoked Snow Cod, sushi, sashimi and portioned processing and packaging for retail displays are other ways that are being developed in key markets.

Market development for Snow Cod

Norcod works with Sirena Group on an exclusive basis to sell all its Snow Cod products. Sirena Group's global reach, trusted and established position in the seafood marketplace is an advantage for Norcod.

Joint promotional activities in several markets continue to build this position, with outreach to leading chefs, tastings and showcasing that points to new applications for cod, such as sushi.

In 2024, Norcod saw significant increases in achieved sales prices for Snow Cod, as a result of favourable market conditions as well as continued positioning work in premium segments. From Q1 to Q4 we saw a 25% increase in prices achieved for Snow Cod by Norcod, with positive trends continuing into 2025.

By focusing the majority of our sales strategy on contract sales, Norcod is able to improve planning and reduce our exposure to a volatile cod market.

ESG report

Overview ESG reporting for Norcod

The world needs more food. According to the UN we need to produce 50% more than we do today to meet the needs of a growing population in the next 30 years. With terrestrial resources stretched to their limits, sustainable aquaculture has been highlighted as the single most important growth area to meet the food security gap.

Norcod's mission is to be a part of the solution to this challenge, and to responsibly provide a stable, high-quality supply of fresh cod with a low environmental footprint, supporting global food security, and reducing pressure on vulnerable wild stocks. Our approach to sustainability is not as a separate initiative, it is a fundamental part of our operations and growth strategy.

Norcod's work with sustainability is structured around our devotion to people, cod, and nature. We take responsibility for ensuring the health and wellbeing of our employees, providing the highest standards of fish welfare and operational efficiency, and minimising our environmental footprint. We align our efforts with key UN Sustainable Development Goals (SDGs), particularly Life Below Water, Responsible Consumption and Production, and Zero Hunger.

Transparency is a guiding principle for us. We aim to be a leader in open and honest reporting, acknowledging both our achievements and our challenges. We work closely with regulatory authorities, researchers and industry stakeholders to continuously improve our practices and drive the development of responsible cod farming, firm in the belief that learning is something you must always continue to do.

In 2023, we conducted a materiality assessment to identify the most important topics for our stakeholders and our business, which continue to guide our ESG priorities.

Norcod's ESG reporting in this integrated annual report is organised across three main areas:

People – including employee health and safety, diversity, inclusion, and community impact

Cod – covering fish welfare, feed efficiency, survival rates, and product quality

Nature – encompassing greenhouse gas emissions, energy use, waste management, and protection of marine ecosystems

We remain committed to strengthening our sustainability efforts year by year, maintaining an open dialogue with all our stakeholders.

Our commitment to sustainability extends beyond compliance. For our 2024 report, we continue to apply the emerging EU standard for listed small- and medium-sized enterprises (LSME). Although still in draft, this standard aims to consolidate European best practice reporting frameworks and defines the information expected from key stakeholders such as banks, insurers, owners, employees, customers and wider society.

Each sustainability dimension - Environment (E), Social (S), and Governance (G) - receives dedicated attention within our reporting, with KPIs addressing material topics. The 2023 report remains our baseline year, serving as a benchmark for the 2024 report and future reporting.

As part of our environmental disclosures, we have conducted a comprehensive GHG assessment covering Scope 1, 2 and 3 emissions throughout our value chain. The 2024 GHG assessment has not been independently verified.

We remain committed to aligning fully with the LSME standard as it develops further recognition and formal adoption.

For more information on the LSME standard, visit the European Financial Reporting Advisory Group (EFRAG).

Our alignment to the Sustainable Development Goals

We are committed to ESG through aligning to the United Nation's Sustainable Development Goals (SDGs). The SDGs encompass environmental, social, and economic dimension of sustainability. Their overall goal is to achieve peace and prosperity for the planet, while tackling climate change and preserving global ecosystems. Several SDGs are material to Norcod and our approach to ESG.

Our scalable and efficient production method can produce and supply a

high-quality protein source for a growing world population. Farm raised cod is among the most efficient food sources in terms of required input, has a low carbon footprint compared to land raised animals, low feed conversion ratio, low freshwater consumption, and a high edible yield.

Growth and innovation are imbedded in our business strategy. In this, we emphasise using new technologies and continuously improving our practices. This enables us to create more safe and meaningful jobs and allow us to be an inclusive and attractive employer providing its employees the best possible work environment.

Cod is an excellent source of high-quality protein, vitamins and minerals. Lean fish such as cod also has a low quantity of persistent organic pollutants.

We equip production sites with onshore power and invest in hybrid service vessels to reduce direct GHG emissions. We are continuously evaluating and developing our feeding strategy. This is part of our strategy to reduce our carbon footprint, by virtue of lowering our FCR.

With our devotion to people, we strongly emphasise equality in all levels of our organisation. We focus on building a diverse workforce, creating fair employment, and ensure development and providing equal opportunity for both men and women.

Without healthy oceans our fish cannot thrive, hence we seek to minimise our impact on the environment. We have implemented new feeding technology to reduce the risk of microplastics pollution, we are certified with practices and reporting that mentor our work, and we continuously monitor our impact on local ecosystems.

Materiality assessment

In 2023, Norcod conducted a materiality assessment to identify the environmental, social, and governance topics most relevant to our operations and stakeholders. This assessment has continued to form the basis for our impact evaluation and ESG reporting in 2024.

The material topics identified remain unchanged, reflecting the importance of fish welfare and production efficiency (cod), employee wellbeing and community impact (people), and environmental performance including emissions and ecosystem impact (nature).

In 2024, we continued working with our key stakeholders to remediate material impacts of our business and to ensure future progress in this area.

MATERIAL

which the aspect is described in more detail

Materiality matrix

Devoted to People

Key highlights in 2024

Due to internal restructuring, the staff turnover was higher than former years.

87% of employees were covered by collective bargaining agreements. The remaining employees were in the management team at HQ and have individual agreements.

No incidents of harassment or discrimination in 2024 were reported or recorded in our whistleblowing routines.

Staff turnover

Collective bargaining agreements

Incidents of harassment

The gender pay gap in 2024 was impacted by recruitment of junior female staff on lower hourly rates compared with male employees with more seniority.

In compliance with new Norwegian laws on composition on boards, Norcod's board consists of 4 men and 2 women, and the Chairperson is female.

The number of female employees at Norcod exceeds the industry average.

Gender pay gap

Women on the board

Female workforce

Our people

The Norcod team, our workforce across the entire organisation is what makes the very fabric of our company, and why we choose to state our devotion to people first.

Without the hard work and dedication of every single member of our workforce, we would not be where we are today. Their safety, happiness and ability to perform their work in the best possible way, with pride in being part of the Norcod adventure, is our most important priority.

In 2024, the size of our team has remained relatively stable, with 35 employees at Norcod AS, and 49 in our Kråkøy harvesting facility. Due to internal restructuring processes, we saw increased staff turnover in 2024.

Age diversity

Norcod values age diversity across its workforce as it strengthens the organisation by combining experience with new perspectives, supporting knowledge transfer, innovation, and long-term operational resilience.

Diversity and inclusion

At Norcod, we believe that diversity strengthens our organisation and creates a better workplace for all. We are committed to providing a safe, inclusive, and respectful working environment where everyone is treated equally, regardless of gender, age, sexual orientation, religion, ethnicity, or background.

While we do not yet systematically measure all aspects of diversity, non-discrimination is a core principle in our Code of Conduct and training programmes. We work continuously to ensure that all employees have equal opportunities to grow, thrive, and contribute to Norcod's success.

Gender diversity on the Board

Norcod's Board of Directors reflects our commitment to diversity at leadership level. At the end of 2024, 40% of Norcod AS board members were women, meeting newly introduced legal requirements in Norway.

Gender diversity in Norcod

At Norcod, we are committed to promoting equality, diversity, and inclusion across all levels of the company. In 2024, women represented 29% of our workforce, exceeding the aquaculture industry average in Norway of 20%. We work actively to ensure equal opportunities for all employees, and mandatory training on non-discrimination and unconscious bias is part of our onboarding process for all workers and management.

We recognise that diverse teams contribute to better decision-making, innovation, and company culture. Our aim is to maintain and further strengthen gender balance across operational and administrative functions as we continue to grow.

Health, safety and environment training

At Norcod, we maintain a strong focus on health, safety, and working environment training for all employees. In 2024, each employee received an average of 11.9 hours of training. For employees at Kråkøy harvesting facility the average number of training hours were 5.87, whilst in the rest of the organisation the number was 18 hours. This included both mandatory HSE courses and role-specific training designed to enhance skills and ensure a safe working environment across all operations. We continue to prioritise high training levels as part of our preventive safety work and to build a strong HSE culture throughout the organisation.

Work-related accidents

Preventing work-related injuries and providing safe working environments remain top priorities at Norcod. In 2024, 7 work-related accidents were recorded across the Norcod Group, none of which were fatal. We systematically monitor and report incidents and near misses, using these insights to strengthen our safety measures and continuously improve our procedures.

employee

Impact on local communities

Norcod plays an active role in supporting coastal communities where our operations are based. By maintaining year-round activity, we help contribute to economic stability in areas traditionally reliant on seasonal wild fisheries. Our operations create local employment and support a range of service providers, including transport, maintenance, and feed logistics. Where possible, we prioritise the use of local suppliers and contractors to ensure that the value we generate stays within the regions where we farm.

Norcod farms and the Kråkøy harvesting facility together contributed approximately 79.6 MNOK to society, as measured by third-party ripple effect analysis based on 2023 data.

In real terms, this contribution is the equivalent of:

  • 33 teachers
  • 27 police emergency responses
  • 108 months of paid paternity leave
  • 39 playgrounds
  • 131 jobs in other companies
  • 53.6 MNOK increased purchasing power in the local communities we operate in

KPI table: People

2023 2024
KPI Norcod AS Kråkøy
Slakteri AS
SUM 2023 Norcod Kråkøy SUM 2024
Own workforce indicators
Number of employees* 41 52 93 36 49 85
Total full-time equivalent years 40.5 52 92.5 35 48.5 86
Number of men 29 33 62 26 34 60
Number of women 12 19 31 10 15 25
Turnover percentage 12% 15% 13.98% 26.30% 15% 21%
Turnover headcount 5 8 13 11 8 19
Full-time employees (headcount) 40 52 92 34 49 83
Percentage of women employed full-time 92% 100% 97% 80% 100% 90%
Percentage of men employed full-time 100% 100% 100% 100% 98% 99%
Number of part-time employees (headcount) 1 0 1 2 1 3
Percentage of women part-time employees 8% 0% 3% 20% 0% 10%
Percentage of men part-time employees 0% 0% 0% 0 2% 1%
Number of temporary employees 5 0 5 5 0 5
Percentage of employees under 30 31.71% 35% 33% 36.84% 37% 37%
Percentage of employees between 30 and 50 58.54% 44% 51% 50.88% 24% 38%
Percentage of employees over 50 9.76% 21% 16% 12.28% 39% 26%
Adequte wages
Share of employees covered by collective
agreements
71% 100% 87% 71% 100% 86%
Starting salary above minimum pay rate Yes Yes Yes Yes yes yes
Social protection
Protection against loss of income due to illness Yes No Partly yes No Partly
Protection against loss of income due to
unemployment
Yes Yes Yes yes Yes Yes
Protection against loss of income due to work
injury and acquired disability
Yes Yes Yes yes Yes Yes
Protection against loss of income due to
parental leave
Yes Yes Yes yes Yes Yes
Protection against loss of income due to
retirement
Yes Yes Yes yes Yes Yes
2023 2024
KPI Norcod AS Kråkøy
Slakteri AS
SUM 2023 Norcod Kråkøy SUM 2024
Training and skills
Average number of training hours per employee 26.49 5.87 14.96 18 5.87 11.94
Average number of training hours women 16.83 5.00 9.58 17 5 11
Average number of training hours men 33.72 6.36 19.16 19 6.36 12.68
Health and safety
Number of fatalities as a result of work-related
injuries and work-related illnesses
0 0 0 0 0 0
Number of recordable work-related injuries 3 6 9 5 2 7
Reporting on near accidents Yes Yes Yes Yes Yes yes
Sick leave percentage 6.00% 4.75% 5.3% 6.32% 5.80% 6%
Pay gap
Average gross hourly wages for men NOK 398.73 NOK 246.20 NOK 317.54 404.84 NOK 264,11 334.48
Average gross hourly wages for women NOK 384.84 NOK 236.23 NOK 293.76 361.97 NOK 254,21 308.09
Gender pay gap 3% 4% 3.50% 11% 3.75% 7%
Median salary of all employees (ex. manager) NOK
544010.00
NOK
507000.00
NOK
575842
NOK
295838,24
NOK
435840
The median salary exceeded 30% of the
remuneration earned by the highest-paid individual
in the company
No No No No No No
Incidents
Whistleblowing routines Yes Yes Yes Yes Yes Yes
Total number of cases of discrimination including
harassment reported during the reporting period
0 0 0 0 0 0
Diversity and inclusion
Individuals in senior management 5 10 15 4 3 7
Number of women in senior management 1 3 4 0 1 1
Number of men in senior management 4 7 11 4 2 6
Percentage of women in senior management 20% 30% 27% 0% 33.30% 17%
Percentage of men in senior management 80% 70% 73% 100% 66.60% 83%
Percentage of women in the business in general 29% 36.54% 33% 28% 31% 29%
Percentage of women in the Board 40% 0.00% 22% 40% N/A 40%
Work life balance
All employees are entitled to family related leave
through social policy and/or collective agreements Yes by law Yes by law Yes by law Yes by law Yes by law Yes by law

* Temporary employees are not included in headcount.

Devoted to Cod

Key highlights in 2024

We use no antibiotics in our cod farming.

We recorded no mortalities of threatened or nonthreatened species of either marine mammals or birds on our production sites in 2024.

Throughout 2024, 90.2% of fish harvested were categorised as superior quality, the highest classification.

Use of antibiotics

Marine mammal and bird mortalities

Superior quality

Our fish grew approximately 0.51% of its own bodyweight daily.

While the average eFCR for 2024 was 1.52, in Q1-2 it was 1.09kg of feed per kilo harvested fish.

All feed ingredients supplied to our fish came from certified sources. All our production sites were certified with GlobalG.A.P.

Specific growth rate

Economic Feed Factor

Certified feed

Research and development

As a pioneer in cod farming, Norcod is a leader within an emerging industry with significant potential to contribute to global food security. However, unlocking this potential depends on continued progress in understanding the biology and welfare of farmed cod. R&D is therefore fundamental to our strategy, not only to improve performance and resilience in our own operations, but to support the broader development of responsible cod farming.

Focused R&D in fish welfare, feeding regimes, maturation control and health management helps reduce environmental impact and strengthens long-term sustainability. Better welfare leads to lower mortality, more efficient resource use and less risk of negative interactions with the surrounding ecosystem. To advance this work, Norcod collaborates with leading research institutes, including Nofima, Akvaplan-niva and the Norwegian University of Life Sciences, as well as supporting studentled projects that contribute to knowledge development across the industry.

Below are some examples of projects we were involved in over 2024:

New feeding strategies for cod

This innovation project, led by Norcod and funded with 9.76 MNOK from the Norwegian Research Council, aims to develop cod feeding strategies that align with environmental responses, feeding behaviour and nutritional needs. Partners include Havlandet Havbruk AS, Skretting AS, and R&D institutions Akvaplan-niva, NMBU and Nofima.

In 2024, trials were conducted at our Labukta site to compare underwater and surface feeding, using sonar-based monitoring to study behavioural patterns. The goal was to assess whether underwater feeding reduces vertical movement and associated stress on internal organs, factors potentially linked to intestinal issues in cod. Two scientific publications based on the results are in progress. A second trial at Jamnungen was initiated in December to evaluate the effects of crab meal on gut health, growth and feed conversion.

Fish welfare and health Maturation in Cod

Degree of maturation in cod farming in Trøndelag

This Regional Research Fund (RFF) project investigated the frequency and degree of sexual maturation in farmed cod throughout the production cycle and after harvest. Norcod participated alongside HI, BioVivoTech, Statt Torsk/CiT Holding and KIME. The project concluded in October 2024 with key findings showing that some cod can reach spawning maturity before harvest. While viable eggs and larvae from farmed cod were documented, survival rates remained low even under optimal lab conditions. The results underline the need for continued research on how to prevent spawning in sea cages and have laid the groundwork for the follow-up project "MOTOR", see below.

MOTOR: Maturation-free cod in cages

Ongoing until October 2025, this large-scale FHF-funded project explores how to prevent sexual maturation in farmed cod through various environmental interventions. In addition to testing different light regimes, continuous artificial light versus natural light, the project also examines the effect of submersible cages. It compares maturation levels in surface cages and submerged cages under both lighting conditions. Norcod is part of the project's reference group and contributes operational insight to help identify effective strategies for delaying or avoiding spawning in sea-based production. The results will inform future best practices for managing biological risk in cod farming.

Sorting of farmed cod by sex

This ongoing project, funded through the Skattefunn tax deduction scheme and conducted in collaboration with Greenfox, investigates the potential of ultrasound-based sex sorting to reduce the risk of fertilised egg release in sea cages. In 2024, a small-scale trial was carried out where cod were manually sorted by sex using ultrasound and placed in separate tanks for females, males and mixed groups. These fish will be monitored through to harvest to assess impacts on growth, health and behaviour. Plans for large-scale testing are on hold, as current findings indicate that cod must be significantly larger than salmon for ultrasound sorting to be effective.

Assessing maturation in deceased cod

This new project explores whether the degree of sexual maturation in cod can be reliably assessed using dead fish, instead of live sampling and slaughter. The aim is to simplify mandatory reporting requirements to the Directorate of Fisheries for cod in their second winter at sea.

The project is a collaboration within the Cod Cluster (Norcod, Ode, Kime, Vesterålen Havbruk) with Møreforsking as the research partner.

Master's thesis about gut health

A master's thesis by former Norcod employee Bendik Fredriksen focused on the intestinal loop in codfish produced by Norcod. The research project concluded that intestinal looping is a persistent problem for fish of various sizes throughout the sea phase (0.1-4.6 kg). A higher frequency was observed among larger fish. There is a need for more comprehensive mapping of occurrence and frequency.

Generation of new knowledge on disease risk in cod farming

This FHF-funded project, led by the Norwegian Veterinary Institute, aims to build new knowledge on disease risks in cod farming, including the potential for pathogen transmission between cod and other species. Norcod contributes by providing access to one of our fish groups, which has been monitored from the juvenile stage through the sea phase at our Jamnungen site. Sampling has been conducted at several points, with two remaining samplings scheduled. Norcod has also shared operational experience related to fish health, supporting the broader goal of improved biosecurity and disease prevention in the growing cod farming sector. The project runs until November 2025.

Fish welfare Quality

Specific Growth Rate (SGR)

Survival rate

Antibiotics

Norcod's approach to fish welfare remains a key element of our commitment to responsible aquaculture. In 2024, we continued to strengthen our operational control, optimise feeding regimes, and prioritise fish health through preventive measures, aiming to secure both biological performance and superior product quality.

Superior grading continued to be a key indicator of welfare and production performance. In 2024, 90.2% of our harvested cod were classified as superior, reflecting robust animal health and careful handling. In Q3-4 2023, Norcod achieved superior grading on 94.4% of harvested fish and the average for 2024 is a solid improvement from 2023.

Our average SGR for 2024 was 0.51%. Whilst falling short of our targets, this metric confirms that fish grew steadily and efficiently throughout their lifecycle, supported by tailored feeding protocols and stable site conditions.

Our survival rate for 2024 was 87.4%. This performance is a reduction from 2023 and reflects the challenges we experienced at our production sites as a result of the marine heatwave during the summer.

As in previous years, we maintained a zero-use policy for antibiotics during the sea phase. All fish are vaccinated prior to transfer from the land-based juvenile stage, and no cases of bacterial disease have been detected that required antibiotic treatment.

Norcod's feed is specifically tailored to the biological and nutritional needs of cod, ensuring high digestibility, optimal growth, and fish welfare. Our feed typically consists of:

All marine ingredients are sourced from ICES-regulated fisheries and are certified under MarineTrust and/or the Marine Stewardship Council (MSC). Plant-based ingredients, including soy, are GMO-free and certified to ensure no deforestation. This responsible sourcing ensures compliance with key sustainability criteria and avoids contributing to overfishing or biodiversity loss.

We continuously collaborate with our feed suppliers and R&D partners to explore alternative protein sources and optimise formulations. For instance, recent feed trials tested the inclusion of blue mussels and shellmeal from shrimp and crab, showing promising results with no negative impact on growth or fish health.

Fish feed and feed efficiency

Feed remains the single largest input factor in our cod farming operations in terms of environmental impact. In 2024, feed accounted for approximately 40% of our total carbon footprint. Efficient feed use is therefore essential to reducing both emissions and production costs.

In 2024, our annual economic Feed Conversion Ratio (eFCR) was 1.52, consistent with the previous year. While the first half of 2024 yielded strong results due to stable production and improved feeding routines, biological challenges in the second half due to the marine heatwave, including harvest acceleration, negatively impacted the annual average. Despite this, cod remains a very efficient protein to farm, compared with other popular animal proteins, such as beef (4.5–7.0) or pork (3.8–4.5).

The biological feed factor (bFCR), representing the amount of feed required per kilogram of biomass gain (excluding mortality), was 0.97 in Q1 2024, with an economic feed factor of 1.08.

Food safety

Norcod maintains a strong focus on food safety as a core component of delivering a reliable, premium product to global markets. In 2024, we continued to uphold internationally recognised standards while expanding our efforts to document suitability for raw consumption.

All Norcod production sites are certified through GlobalG.A.P., ensuring compliance with strict criteria for food safety, animal welfare, and environmental care. Our Kråkøy harvesting plant holds the FSSC 22000 certification, a GFSI-recognised standard aligned with ISO frameworks for safe food processing.

As part of our ambition to supply sushi-grade Snow Cod year-round, we have taken a proactive role in a national research project led by the Norwegian Institute of Marine Research and funded by FHF in 2024. The goal is to document that farmed cod, raised on parasite-free feed in controlled conditions, meets food safety requirements for raw consumption without freezing, an exemption already granted to Norwegian salmon and trout.

Initial results are promising: none of the 300 Norcod samples tested showed presence of anisakis parasites in edible meat. The study will continue, and we are confident that a growing body of data will support a future exemption, something which will be a great benefit in the marketplace.

This research supports our long-term ambition to secure formal recognition for Snow Cod as suitable for raw consumption. Combined with our zero antibiotic use and strong biosecurity record, we are building a differentiated, high-quality product in the premium whitefish segment.

KPI table: Cod

KPI 2023 2024 Norcod target
Specific growth rate 0.647% 0.51% 0.855%
Survival rate 95% 87% 98%
Incidents with increased mortality 2 1 0
Fish density 10.5 10.08 < 25 m3
Share superior whole year 77.5% 90.2% 97%
Share ordinary whole year 22% 9.6% 2.8%
Share production whole year 0.5% 0.2% 0.2%
Feed efficiency, eFCR whole year 1.53 1.52 <1.1
Percentage of certified feed 100% 100% 100%
Production facilities located more than 2.5 km from protected
environmental areas
100% 100% 100%
Mortalities threatened marine mammals and birds 0 0 0
Mortalities non-threatened marine mammals
and birds
3 0 0
Escaped individuals 913 27509 0
Average fallowing period 2 months 2 months ≥ 2 months
Average weekly dissolved oxygen (DO) saturation
(Trøndelag production sites)
75-80% 88% 85%
Average weekly dissolved oxygen (DO) saturation
(Nordland production sites)
85% 96% 85%
Maximum percentage of weekly samples below 2 mg/L dissolved
oxygen (DO)
0 0 0
Use of antibiotics (kg active ingredient) 0 kg 0 0 kg
Number of invasive alien species 0 0 0
Area cover with invasive alien species 0 m2 0 m2 0 m2

Devoted to Nature

Key highlights in 2024

Scope 1: 1,093 tCO2 eq Scope 2: 1,738 tCO2 eq Scope 3: 27,428 tCO2 eq

Our total GHG emissions in 2024 were 30,260 tCO2 equivalents, for Scope 1, 2, 3, using the market based calculation method.

The total energy consumption for 2024 in Norcod was 7,197 MWh, with 40% coming from renewable energy sources.

We reduced our product carbon footprints by 12% per kg HoG and edible yield in 2024, compared with 2023.

Scope 1, 2, 3 emissions

Energy consumption

Carbon footprint reduction

All our production sites tested in 2024 received the best possible score for benthic conditions below and surrounding our facilities.

generation from 81,905 kilos

Norcod reduced its waste in 2023 to 68,596 kilos in 2024.

Fresh water consumption in cod farming is very low compared to other farmed animal proteins, at around just 4,4 litres per kilo.

Benthic conditions

Waste reduction

Fresh water use

Reduction potential

To reduce our GHG emissions, we focus on our main emission sources, with particular focus on feed as it is our most significant contributor to GHG emissions. We are working closely with feed suppliers to support their efforts in lowering the footprints of feed production and are involved in several feed-related R&D projects. Through precision farming, improved feed utilisation and operational optimisation, we aim to lower emissions while supporting biological performance.

Maintaining and lowering our economic feed factor (eFCR) is a key metric, and in 2024 we saw an average eFCR of 1.52, with some farm sites achieving eFCR as low as 1.06.

We are scaling and streamlining our operations with a focus on integrated value chain management, enabling better control, reduced transport needs and greater utilisation of resources. This supports both emission reduction and cost efficiency.

Greenhouse gas emissions

In 2024, greenhouse gas emissions in Norcod remained stable but were significantly reduced per kilo harvested weight. This is mainly due to increased precision farming, optimised feeding and improved resource use.

As in 2023, Scope 3 accounts for the majority of our emissions, and feed is by far the largest contributor, making up 56% of market based emissions in 2024.

Downstream logistics is also a considerable contributor at 8%.

Scope Category Sum of Location - Emission
(kg CO2e)
Summer av Market - Emission
(kg CO2e)
1 Scope 1 or 2 1,093,283 1,093,283
2 Scope 1 or 2 43,549 1,737,927
3 1. Purchased goods and services 19,946,312 21,000,050
11. Use of Sold Products 221,629 221,629
2. Capital goods 1,490,200 1,490,200
4. Upstream Transportation and Distribution 160,504 160,504
3. Fuel and energy related activities not included
in scope 1 or 2
263,111 1,345,650
9. Downstream Transportation and Distribution 2,492,535 2,492,535
10. Processing of Sold Products 381,005 444,291
7. Employee commuting 155,601 155,601
6. Business travel 83,681 83,681
5. Waste generated in operations 34,683 34,683
Totalsum 26,366,093 30,260,034

Product carbon footprint assessment

We have calculated the carbon footprint of our cod for 2024. The product carbon footprint accounts for emissions from our entire value chain. This included feed, fry stage, sea phase, harvesting, packaging, logistics and distribution to retailer. Similar to our GHG inventory, feed was the largest factor as it accounted for approximately 47% of the footprint. The footprint calculations considered product shipped within an EPS box to Spain, one of our key markets.

  • Product Carbon Footprint: 3.59 kg CO2eq per kg HoG.
  • Product Carbon Footprint: 5.98 kg CO2eq per kg edible yield.

We reduced our product carbon footprints by 12% per kg HoG and edible yield in 2024, compared with 2023.

The main reasons for the lower carbon footprint were lower emission factors in juvenile production, as well as benefits from economies of scale and optimisation in our harvesting and well boat operations.

13% Transport to market

1% Grow out - Dead fish handling

5% EPS Box

1% Fry production

10% Juvenile production

Reduction potential

Our goal is to cut the carbon footprint of our cod by 50% per kilo of edible yield by 2030, using the 2023 carbon footprint as the baseline. This will be driven by harvesting fish at a higher average weight, improving product utilisation and shifting more of our operations to renewable energy sources.

Escapes

Biodiversity and ecosystems

Maturation

Marine heatwave

Benthic conditions

In November 2024, an escape incident occurred at our Labukta site and more than 27,000 individuals escaped into the surrounding ecosystem. Emergency protocols were activated immediately, including sealing the compromised net, notifying authorities and initiating recapture efforts. By year-end, approximately 6,500 fish had been recovered. The remaining fish in the affected cage were harvested to assess the full extent of the escape and technical investigations are ongoing in collaboration with the Directorate of Fisheries. Norcod maintains a zero-escape vision and is further reinforcing its inspection routines and equipment standards to reduce risk of future incidents.

Maintaining healthy ecosystems around our production sites remains a top priority for Norcod and our stakeholders. We focus on key impact factors such as benthic conditions and potential biodiversity impacts through escapes or maturation. Our goal is to minimise any negative environmental effects.

Preventing maturation remains essential to reducing interaction between farmed and wild cod. We maintained continuous gonad monitoring across all sites, supported by light control systems in every cage. These measures help identify early signs of maturation and allow us to act quickly, including adjusting harvest plans if necessary.

During summer 2024, a marine heatwave led to elevated sea temperatures across several farming sites, particularly in northern locations. While primarily affecting mortality and fish welfare, the event highlighted the broader ecosystem risks of climate variability.

Local emissions from aquaculture, such as excrement, uneaten feed and biofouling, are continuously monitored through MOM-B and MOM-C surveys. MOM-B assesses the seabed directly beneath the facility, while MOM-C monitors conditions in surrounding transition zones. In 2024, all surveyed production sites received the best possible score in both MOM-B and MOM-C assessments, confirming the low impact of our operations on the marine environment.

100% MOM-B

100% MOM-C

All surveyed production sites received best possible score (1 on scale from 1-4) on MOM-B & MOM-C surveys in 2024

KPI table: Nature

Water and marine resources

Biodiversity and ecosystems (land use)
KPI 2023 2024 Unit
Water and marine resources
Water consumption 27293 27659
Water consumption in areas with water scarcity 0 0
Recirculation and reuse of water 0 0
Water storage 0 0
Water intensity 0.101 0.070 m³ per NOK 1000
Biodiversity and ecosystems (land use)
Land use (land) 1705 1705
Land use (sea) 468278 468278
Sealed area 55553 55553
Nature oriented areas on site and off site 0 0
Land use change (2022-2023) 104327 104327
Description, land use change Acquisition of
Bjørnvika produc
tion facility and
harvesting plant
No change
Measuring impact on ecosystems
Methods to document material impact on biodiversity and ecosystems MOM-B and
MOM-C scores,
escapes, welfare
indicators
MOM-B and
MOM-C scores,
escapes, welfare
indicators
Method defined by regulatory bodies Method selected
by regulatory
bodies
Method selected
by regulatory
bodies
Scope (geographic, operational, and organisational) All production
sites
All production
sites
Use of copper cages and impact on biodiversity Measured through
MOM-C
Measured through
MOM-C
Percentage of production facilities with best possible score MOM-B 100% 100%
Circular economy and resource use
Material ESG-risk relating to resource use Production of fish
feed is considered
a material risk in
the supply chain
Production of fish
feed is considered
a material risk in
the supply chain
Resources and materials with ESG-risks Soy product
(climate and bio
diversity impact)
and marine raw
material for fish
feed, biodiversity
Soy product
(climate and bio
diversity impact)
and marine raw
material for fish
feed, biodiversity
Percentage of expenses relating to feed 36 33 %
Percentage biological materials used that are certified 100 100 %
KPI 2023 2024 Unit
Policies
Policy for material environmental topics Yes Yes
Energy consumption and mix
Total energy consumption 6646 7197 MWh
Energy consumption from fossil energy 3084 4333 MWh
Energy consumption from nuclear energy 38 0 MWh
Energy consumption from renewable energy 3561 2864 MWh
Energy consumption from electricity 3749 2903 MWh
Activities with high climate impact Aquaculture and
harvesting plant
Aquaculture and
harvesting plant
Energy intensity from high climate impact activities. Total energu (fuel
and electricity) over revenue
0.025 0.018 MWh per NOK
1000
Scope 1,2,3 Emissions
Scope 1 emissions 1090 1093 tCO2 eq
Scope 2 emissions location based 73 44 tCO2 eq
Scope 2 emissions market based 1923 1738 tCO2 eq
Scope 3 emissions location based 21904 25229 tCO2 eq
Scope 3 emissions market based 26380 27428 tCO2 eq
Total emissions location based 23066 26366 tCO2 eq
Total emissions market based 29397 30260 tCO2 eq
Use of primary data Scope 3 location based 86 79 %
Use of primary data Scope 3 market based 74 80 %
Scope 3 categories 1,2,3,4,6,7,9,10,11 1,2,3,4,6,7,9,10,11
Revenue used to calculate GHG intensity 269419 397183 NOK 1000
GHG intensity, location based 0.086 0.066 tCO2 eq per NOK
1000
GHG intensity, market based 0.109 0.076 tCO2 eq per NOK
1000
Pollution
Pollution to air In line with emis
sion permits
In line with emis
sion permits
Pollution to soil In line with emis
sion permits
In line with emis
sion permits
Pollution to water In line with emis
sion permits
In line with emis
sion permits
Pollution of microplastics Implementation of
innovative feeding
to limit emissions
of microplastics
from feeding
hoses
Continues
working to reduce
microplastic
pollution

Description, land use change

Measuring impact on ecosystems

KPI table: Nature

KPI 2023 2024 Unit
Waste
Waste generated 89105 68596 kg
Hazardous waste 1693 6473 kg
Hazardous waste handling 2% 9% %
Radioactive waste 0 0 kg
Non-recycled waste (farm/harvesting plant) 51127 49401 kg
Recycled waste (farm/harvesting plant) 63 14396 kg
Extended producer responsibility schemes and engagement in handling
discarded waste
Not yet relevant
as Norcod has
not become an
importer
Not yet relevant
as Norcod has
not become an
importer
Methods used to collect waste data Data collected
from waste
management
companies
Data collect
ed from wate
management
companies

Certifications

Third-party certification is an important part of Norcod's commitment to responsible operations and continuous improvement. Certification provides assurance to our customers, partners, and regulators that our practices meet recognised international standards for sustainability, food safety, and ethical conduct.

All Norcod production sites are certified under GlobalG.A.P., a leading international standard covering fish welfare, environmental responsibility, food safety, and occupational health and safety throughout the aquaculture production cycle. Our harvesting facility, Kråkøy, holds certification according to FSSC 22000, which ensures food safety and hygiene standards aligned with global best practice for food processing and handling.

Norcod products are also labelled with the Seafood from Norway origin mark, confirming their provenance and quality as part of the national seafood export framework managed by the Norwegian Seafood Council.

In 2024, Norcod began preparatory work towards achieving additional certifications, including ASC (Aquaculture Stewardship Council) and Organic/ Bio standards. These certifications will further demonstrate our commitment to transparency, sustainability, and continuous improvement across our operations and supply chain.

Transparency

Transparency act

The Norwegian Transparency Act of 2022 requires companies to assess and address risks related to fundamental human rights and decent working conditions throughout their operations and value chains. The purpose is to ensure responsible business conduct and increased transparency.

In 2023, Norcod conducted a due diligence assessment covering our key suppliers and partners, which identified no significant risks. In 2024, we continued to build on this work by further developing our internal processes to ensure ongoing compliance with the Act. Implementing structured due diligence remains a focus area, particularly as our operations and supply chains evolve.

Our due diligence reports and supplier Code of Conduct are available on our website.

Corporate governance

Strong governance and shareholder value

Norcod is committed to maintaining high standards of corporate governance, transparency and accountability to support sustainable value creation. In 2024, we continued to strengthen governance across the Group, integrating our policies and procedures at Kråkøy following its acquisition.

Preventing corruption and bribery

We have not implemented formal anti-corruption certifications, but our internal training and communication routines ensure employees are aware of their responsibilities under our Code of Conduct. All employees at Norcod AS have completed updated anti-corruption training. There were no incidents or breaches related to corruption or bribery in 2024.

Code of Conduct

Our Code of Conduct for suppliers and business partners sets clear expectations for responsible practices and respect for human rights throughout the value chain. We continue to work towards full supplier engagement and compliance with this Code of Conduct.

Looking ahead: ESG ambitions

Norcod has established clear goals for 2030 to strengthen both the sustainability of our operations and the resilience of our marine ecosystems:

98% cod utilisation

We aim to use 98% of each fish for human consumption. A key step will be the implementation of a cod oil production line at our harvesting facility, increasing value creation and reducing waste.

50% reduction in carbon footprint per edible kilo

Our target is a 50% reduction in Scope 1, 2 and 3 emissions per kg of edible yield by 2030. This will be achieved through improvements in feed and growth rates, increased use of renewable onshore power and innovations in packaging, transport and logistics.

Zero-escape vision

We maintain a strict zero-escape policy, supported by enhanced monitoring and the use of reinforced, escape-resistant nets.

90% survival rate per production cycle

Increasing fish survival to 90% per cycle by 2030 is a key goal. This will be driven by better feeding practices and innovations in fish health with a focus on gut health.

Full control of maturation

We are investing in technology and research to achieve complete control over sexual maturation. Measures include advanced light management, technical upgrades, selective breeding and exploration of gender separation strategies.

Board of Directors' Report

Meet the Board

As the market leader in farmed cod, what Norcod does matters. Our focus on respectful farming allows us to ease the strain on wild cod stocks, which in turn stabilises supply – all while delivering delicious, high-quality fish.

We farm our cod in marine facilities across central and northern Norway – the natural cod habitat where conditions are perfect. Our headquarters are in Trondheim and we have five farms as well as our own harvesting facility at Kråkøy. But we are there at every stage – from juvenile to fry to plate – through the entire value chain, working to ensure quality and sustainability.

Norcod shares are admitted to trading on the Oslo Stock Exchange Euronext Growth. A presentation of the Board of Directors is found below. The Board members are covered by the Group's Directors and Officers Liability Insurance.

Changes to the board in 2024 : Paul Jewer replaced Peter Buhl as a member of the board in June 2024.

Boe Spurré - Member of the Board • Group CEO at Sirena A/S at Ketemyl A/S as well as auditor at EY

• Previous experience as CFO at ISS Damage Control, CEO and CFO

Trine Danielsen - Member of the Board

• Previous experience as State secretary in Norway's Ministry of

  • CEO of Stiim Aqua Cluster
  • Trade, Industry and Fisheries

Paul Jewer - Member of the Board • CEO of Highliner Foods • CFO and SVP Finance at Sobeys • Harvard Business School Executive Education

Renate Larsen - Chair of the Board

• Extensive leadership experience from the seafood industry • 6 years as CEO at the Norwegian Seafood Council • 6 years as CEO and 11 years as CFO at Lerøy Aurora • Comprehensive experience from board positions in large

-

-

  • Norwegian companies

Jan S. Sølbæk - Member of the Board

• +35 years of experience from the financial sector, founder of several businesses and broad experience from board work, including as

  • CEO of Artha
  • chairman of the board

Business and strategy

Market conditions

Delivering sustainable food from the ocean is central to Norcod's strategy. It is also a key message from the UN: More food must come from the sea in order to feed a growing global population. But this low-CO2 protein must also be harvested responsibly. Wild cod quotas have been reduced drastically in recent years, and 2025 will see the lowest global cod catches ever recorded. This shines an even greater spotlight on the need for reliable, sustainable alternatives to wild fishing.

This puts Norcod in its best position yet. Already the leader in farmed cod, the promotion of our Snow Cod brand, coupled with the expertise we bring to each stage of the cod-farming process, mean the market conditions and fundamentals for farmed cod have never been better.

We have worked hard to bring stability to cod and are now able to deliver a superior product that can be served year-round. Our focus now is on delivering profitability as we continue to drive a strategy built around a deep understanding of cod biology and a market that has never been more favourable.

We have a clear path to scale, with up to 300 MNOK secured though extended debt and a private placement (completed in first quarter 2025), giving us the financial flexibility needed to execute our expansion. Our medium - to long-term goal is reaching production of 25,000 tonnes WFE in 2029 as we add new sites and increase capacity.

This year has seen market conditions develop to become the most favourable yet for cod farming - with Norcod at the forefront of that year-round quality revolution.

It is well understood that we must eat more food from the seas. At the same time however, a renewed focus on sustainability and a better understanding of what we can reasonably harvest from wild stocks has led to a dramatic cut to wild Atlantic cod quotas. These have in fact dropped by 62% since 2021 and the Institute of Marine Research expects further reductions in 2026 and 2027.

At the same time, demand for sustainable, quality seafood is growing. And Norcod is ready to step into that gap: with stabilised, reliable stocks and continued improvements in biological performance and feed efficiency, we continue our focus on cutting our cost per kilo while also increasing harvested weight. Our acquisition of the Kråkøy harvesting plant in 2023 has continued to deliver benefits, including the ability to better manage our farmed stocks, as well as more efficient processing and delivery times - ultimately resulting in a fresher, even higher quality product.

Fresh farmed cod exports from Norway enjoyed a record year in 2024 - with farmed cod accounting for a 28% value share of total fresh cod exports. And year-on-year, farmed cod has made a huge leap, with a 37% increase in volume and a 55% increase in value from 2023. Norcod accounted for 56% of the export volume.

At Norcod, as our market dominance has continued to grow and the quality of our cod become better known, we have also expanded our reach. While Western and Central Europe remain our biggest markets, we took a firm step in our presence in Asia and the United States this year.

With the launch of our Snow Cod brand in 2024, we are well on the way towards creating a distinct market identity for farmed cod from Norway, achieving premium prices in existing and new cod markets.

Highlights from 2024

In 2024, Norcod made steady progress across operations, commercial development and financial performance. Revenue grew compared to 2023, from 269 MNOK to 397 MNOK, or 47%, supported by increased harvest volumes (8,333 tonnes) and some improvements in biological performance and feed efficiency.

The launch of the Snow Cod brand marked a step towards clearer market differentiation for premium farmed cod. A new supply contract with a Chinese distributor was signed early in the year, with prices above typical European levels in a promising future market for Snow Cod.

Norcod enjoyed positive developments in the market, including a 25% increase in achieved sales prices from Q1 to Q4 of 2024. Production cost per kilo improved, down from 50,7 NOK/kg in 2023 to 45,9 NOK/kg in 2024. This was driven by more stable farming conditions at several sites, economies of scale and continued operational refinement, though the marine heatwave in the summer negatively impacted growth and mortality.

Our financial results reflect that it has been a challenging year for Norcod, but we believe the company has handled these challenges in a transparent and responsible manner.

Towards the end of 2024, biological performance rebounded as sea temperatures were favourable for cod production, particularly at our Jamnungen site. This site was also granted an increase of MAB from 3,600 tonnes to 5,200 tonnes.

To strengthen operational liquidity and increase biomass in accordance with the company's production plan, Norcod successfully raised 166 MNOK in net proceeds through a private placement and subsequent offering in the first half of 2024.

Significant progress was made in building future capacity. We began stocking five pens at the new Bjørnvika (Nesna) site, further supporting Norcod's growth ambitions. Meanwhile, operational losses (before fair value adjustment of biomass) shrank from 254 MNOK to 223 MNOK, a decrease of 13%, reflecting tighter cost control and scaling benefits.

Financial review for the Group

Figures below are Group figures according to IFRS unless specified otherwise, and 2023 numbers are in parentheses.

Income statement

Norcod generated revenues of 397 MNOK in 2024 (269 MNOK). This corresponds to a volume of 8,333 tonnes WFE /6,666 tonnes HOG (6,155/4,924). This resulted in an operating loss before fair value adjustment of biomass of 223 MNOK (-254 MNOK) and an operating loss of 205 MNOK (-216 MNOK). The net loss for the period ended on 235 MNOK (-246 MNOK) after financial expenses and tax. Earnings per share was -5.85 NOK (-10.54 NOK in 2023).

Statement of financial position

Norcod's carrying amount of total assets were 674 MNOK as of 31.12.2024, a decrease of 21 MNOK from 695 MNOK as of 31.12.2023. Property plant and equipment decreased by 2 MNOK from 148 MNOK as of 31.12.2023 to 146 MNOK as of 31.12.2024 due to depreciations on existing machines and equipment and a low level of new investments. Right-of-use-assets also decreased by 6 MNOK from 199 MNOK as of 31.12.2023 to 193 MNOK as of 31.12.2024, mainly because Norcod did not establish any new locations in 2024. Biomass decreased by 8 MNOK from 272 MNOK as of 31.12.2023 to 264 MNOK as of 31.12.2024 including an aggregated biomass write down of 104 MNOK. The main reason for the write down is an adjustment of the expectations to future sales prices and cost of completion on the biomass, impacting the expectations to future earnings. Cash and cash equivalents increased by 4 MNOK from 19 MNOK as of 31.12.2023 to 23 MNOK as of 31.12.2024.

Total liabilities ended at 518 MNOK as of 31.12.2024, an increase of 48 MNOK from 470 MNOK as of 31.12.2023. Non-current interest bearing debt to financial institutions increased from 15 MNOK as of 31.12.2023 to 17 MNOK as of 31.12.2024, due to a new long-term loan in Kråkøy Slakteri. Non-current interest bearing debt to shareholders decreased during the year from 14 MNOK as of 31.12.2023 to 0 MNOK as of 31.12.2024, as the loan is reclassified to current liabilities since it is due for payment in 2025. The value of the loan increased to 17 MNOK at year end due to accrued interest and currency adjustment. Leasing liabilities decreased from 157 MNOK as of 31.12.2023 to 146 MNOK as of 31.12.2024 because of no significant new investments in equipment at sea, whereas trade payables decreased from 136 MNOK as of 31.12.2023 to 120 MNOK as of 31.12.2024 amid stabilised operational activities and downpayment of account payables. Current interest bearing debt increased from 119 MNOK as of 31.12.2023 to 205 MNOK as of 31.12.2024 due to the increased bank overdraft facility and the reclassification of shareholder debt. During the year Norcod was granted additional overdraft facility from DNB with a total limit of 200 MNOK. Total equity as of 31.12.2024 ended on 156 MNOK, down from 225 MNOK as of 31.12.2023.

Cash flow statement

Net cashflows from operating activities in 2024 ended at -186 MNOK (-231 MNOK) amid significant cash usage for continuous biomass build-up. Net cash flows from investing activities in 2024 was -11 MNOK (67 MNOK) due to a low level of new investments in fixed assets. Net cash flows from financing activities in 2024 was 201 MNOK (180 MNOK) due to increased use of bank overdraft by 69 MNOK and proceeds of share issue of 166 MNOK, partly offset by repayment of lease liabilities and interest. Total net cash flow ended at 4 MNOK (15 MNOK).

Financial review for the parent company

Figures below are parent company figures according to Norwegian GAAP unless specified otherwise. The parent company generated revenues of 382 MNOK in 2024 (249 MNOK). This corresponds to a volume of 8,333 tonnes WFE /6,666 tonnes HOG. Operating loss was 206 MNOK (212 MNOK). The net loss for the period ended at 226 MNOK (254 MNOK) after financial expenses and tax. Total assets as of 31.12.2024 was 514 MNOK, down from 524 MNOK at 31.12.2023, mainly due to increased harvesting and extraordinary mortality relating to the marine heatwave. Total liabilities as of 31.12.2024 was 356 MNOK, up from 306 MNOK as of 31.12.2023 mainly due to the increased bank overdraft facility and partly offset by a reduction of accounts payable due to downpayments of previous claims. Total equity ended at 159 MNOK, mainly due to the net result of the year, and partly offset by share capital increase during the year.

Net cash flows from operating activities ended at -212 MNOK (-248 MNOK) amid significant cash usage for continuous build-up of biomass. Net cash flows from investing activities ended at -12 MNOK (52 MNOK) due to purchase of production equipment and no sale or acquisitions of associated companies like in 2023. Net cash flows from financing activities ended at 229 MNOK (210 MNOK) mainly due to increased bank overdraft and proceeds of share issue of 166 MNOK, partly offset by repayment of lease liabilities. Total net cash flow ended at 4 MNOK (14 MNOK).

Result and allocation

In 2024 the parent company reports an annual loss after tax of 226 MNOK. The Board of Directors proposes the following allocation of the net loss for the year:

Transferred to retained earnings: -226 MNOK. Total allocation: -226 MNOK.

Operational risk and risk management

Farming operation

The farming activity is stable, and all equipment is regularly inspected in accordance with our internal inspection procedures and external audits. The equipment is maintained and cleaned to minimise operational risks in accordance with Norcod's maintenance programme.

In cod farming, sustainability is inherently tied to business growth - and therefore risk. Many of the challenges that we face as a company and industry, and our efforts to resolve or improve on these issues, in turn help to drive forward our sustainability efforts as well as improving business performance. Norcod remains firmly committed to its zero-escape vision and continues to strengthen procedures, inspections and equipment standards to prevent incidents such as the one in Labukta in November 2024.

Mortality. Gastrointestinal issues remain the primary cause of mortality within cod farming – a risk that Norcod and other cod farmers are continuously working on addressing. The marine heatwave during the summer of 2024 was another factor, resulting in reduced feeding and consequently limited growth, as well as increased mortality.

Norcod invests significant time and resources to address issues within gut health, including collaboration with research institutions such as Nofima and NMBU, as well as playing a key role in the Fôrcod project, a government-funded R&D initiative dedicated to improving gut health and optimising feed practices. On the issue of marine heatwaves, key initiatives include limiting handling of the fish during periods of high sea temperatures and reduced feeding as an effective measure to lower risk.

Biological production

Market, sales and distribution risk

Financial risk and risk management

Since beginning sea-based production in 2020, Norcod has steadily built experience in cod welfare and behaviour. In 2024, the company achieved low feed conversion rates and a high share of superior quality harvested product, reflecting improvements in biological performance and operational routines.

Our focus on mitigating the most common biological risk factors and improving fish welfare is our highest priority.

Maturation. A potential factor in early harvesting and lost growth is gonad development and maturation – a challenge across cod farming. Norcod is working hard to find the optimal lighting strategy to delay maturation, testing different approaches to placement, amount, type and duration of light control. The company closely monitors the fish throughout the production process and reports to authorities regularly, enabling early harvest should cod show signs of advanced maturation and potential for spawning.

The market for fresh cod is volatile, with price fluctuations within a relatively short time span. Norcod's strategy to sell the majority of its harvest on contracts is mitigating this risk, while keeping a small volume available for new customers and opportunities in the daily market.

The geopolitical climate is another risk factor beyond Norcod's control, which may impact market access and prices.

Norcod's financial risks relate to currency exchange, interest rates, credit and liquidity.

Currency risk

Norcod is exposed to currency fluctuations and changes in exchange rates. Most sales of products are paid in foreign currency, so revenues are exposed to currency risk.

In addition, a shareholder loan from Artha is originally in the foreign currency DKK. Adverse movement in currency may therefore have a material impact on the company's financial performance. All cash at hand is currently held in local currency NOK.

Interest risk

Norcod's leasing liabilities and debt to financial institutions are exposed to variable interest rates. This means that Norcod is exposed to changes in interest rates. Adverse movement in interest rates in the future may therefore have a material adverse impact on the company's financial performance. The book value of biological assets is recognised at net present value of estimated revenues less remaining production costs and is exposed to changes in interest rates. A shareholder loan from Artha is at a fixed interest rate.

Research and development

Going concern

Corporate social responsibility

Research and development is an important part of Norcod's strategy, to ensure we continue to work on improving fish welfare, impact on the environment, product quality and farming optimisation.

A particular focus area is research into feed, as this is the single most important factor of fish welfare, our biggest material expense as well as the largest single contributor to Norcod's carbon footprint.

More information on specific R&D projects can be found in the ESG section of this report, under "Devoted to Cod".

Initiatives to secure the company's ability to continue as a going concern

The board of Norcod AS confims that the financial statement has been prepared based on the going concern assumption in accordance with the Accounting Act §2-2(8)

Management is continuously evaluating the company's ability to continue as a going concern. In assessing whether the going concern assumption is appropriate, all available information for the future is taken into account. During the first half of 2025 the company has initiated measures, both in terms of capital injection and financial debt restructuring, to secure the company's ability to continue as a going concern. The initiatives are described in the section on subsequent events in this report.

Based on the initiated measures, the Board of Directors confirms that the financial statements have been prepared under the assumption of going concern and that this assumption was realistic at the time of the approval of the statements. It is the Board's opinion that the Income Statement in the parent company and Consolidated statement of comprehensive income in the group financials with notes and Balance Sheet in the parent company and Consolidated statement of financial position in the group financials with notes, provide accurate information on the operations and the financial position at year-end.

Norcod's Board of Directors recognises its responsibility for establishing and maintaining internal procedures and policies that support sound corporate governance across the company and its subsidiaries. The company's overarching vision is to be the leading producer of sustainably farmed cod, underpinned by the core values of "Quality", "Fresh", "Transparent" and "Devoted".

Working environment, discrimination and equality

Ensuring that Norcod is a good place to work, free from discrimination and providing equal opportunities for all are key focus areas for the Norcod Board. Norcod's work on these issues is reported in more detail in the ESG section under "Devoted to People" in this report.

Anti-corruption and ethical code of conduct

Norcod maintains a zero-tolerance policy toward corruption and promotes a culture of transparency and ethical behaviour across all operations. All employees are required to follow the company's ethical code of conduct, which covers business integrity, conflicts of interest, gifts and hospitality, confidentiality, handling of inside information and whistleblowing.

Credit and liquidity risk

Norcod is exposed to credit risk related to customers' ability to fulfil their financial obligations. Norcod's one ordinary customer is deemed to be financially strong and hence the credit risk is considered low.

Liquidity risk is currently based on the company's financial position, leasing agreements and access to financing in the capital market. These may impact the company's ability to meet its financial obligations in the day-to-day activities.

Further information is included in the subsequent events section of this report. The Board of Directors assesses the available liquidity at the end of 2024 to be sufficient to finance the company's ordinary operations and operational investments, based on upcoming subsequent events. Overall, the company's credit and liquidity risk are at an acceptable level and under control. Management ensures implementation, while employees are responsible for day-to-day adherence. Training on anti-corruption and ethical conduct is provided to all staff at Norcod.

Norcod's external accountant is KL Økonomi og HR AS.

Reporting on the Transparency Act

The Board has been briefed on activity and reporting requirements in accordance with the Transparency Act of 2022 and more information can be found in the ESG section of this report, under Corporate governance.

The report is published on the Norcod website.

Impact on external environment

As cod farmers, we know that healthy seas are essential to our success. Norcod's way of farming is a sustainable production method that limits the impact on scarce resources.

Our impact on nature and ecosystems is reported on in more detail in the ESG section, under "Devoted to Nature" in this report.

Subsequent events

Capital injection through private placement

To strengthen operational liquidity and finance further investments in biomass and new locations in accordance with the company's scale-up plan, Norcod successfully raised 165 MNOK in gross proceeds through a private placement of 13.724.225 offer shares at a subscription price of 12 NOK per share in February 2025. The Extraordinary General Meeting held on March 14, 2025, resolved the private placement.

Moreover, the extraordinary general meeting on March 14, 2025, resolved to carry out a subsequent repair offering of up to 1.666.666 new shares at a subscription price of 12 NOK per share. The subsequent repair offering was mainly directed towards existing shareholders in the company who were not allocated offer shares in the private placement.

Following the registration of the share capital increase, the company will have a registered share capital of 28.830 TNOK divided into 57.659.573 shares, each with a nominal value of 0.5 NOK. Following the private placement, the three main shareholders are Artha Norcod (42,8%), Highliner Foods Inc. (18,5%) and Sirena Group (8,4%).

The net cash contribution from the private placement and the subsequent repair offering totals 158 MNOK.

Extension of bank overdraft

Norcod's overdraft facility of 125 MNOK issued by DNB was originally due for repayment in September 2024. However, in the second quarter of 2024, DNB agreed to extend the repayment by one year to September 2025 with an ambition to renew the facility upon maturity. The available overdraft limit was originally increased by 75 MNOK, to a total of 200 MNOK. In addition, DNB has in Q1-25 commited to 30 MNOK in new term loan facility availible spring 2025 and an extension of the overdraft facility in 2026 with a minimum of 80 MNOK, subject to compliance with financial covenants. The extension of the overdraft strengthens Norcod's operational liquidity at predictable terms and contributes to steady liquidity in the company's running operations.

Based on this assessment, the Board of Directors and the Chief Executive Officer are of the opinion that there is no material uncertainty regarding the entity's ability to continue as a going concern.

Outlook Share premium 1 005 143 846 042 Total paid-in equity 1 027 025 860 736

Driven by favourable market conditions and strong sales price trends, the company has seen improvements in its financial performance year-on-year. Retained earnings -868 525 -642 704 Total retained earnings -868 525 -642 704

By maintaining a sharp focus on cod biology, optimising the feeding regime, refining production processes, maximising production capacity and capitalising on scale-up effects, Norcod has developed a revised and profitable growth strategy that aligns with the favourable market dynamics. To fund annual production capacity of up to 25,000 tonnes WFE towards 2030, Norcod secured a funding of approximately 300 MNOK through a combination of increased debt commitment and private placement in the first quarter of 2025. TOTAL EQUITY 158 500 218 032 Liabilities Long-term leasing liabilities 13 12 604 19 046 Other non-current liabilities 1, 13 17 213 14 305 Total non-current liabilities 29 817 33 351

1 000

Note 31.12.2024 31.12.2023

(Amounts in NOK '000)

EQUITY AND LIABILITIES

Equity

Share capital 12 21 902 14 714 Treasury shares -19 -19

Although Norcod recognises that instability in the world economy and geopolitical unrest pose risks for the company, Norcod firmly believes that the favourable market conditions provide a strong foundation in the ongoing commercialisation phase for farmed cod. Liabilities to financial institutions 13 187 086 117 911 Trade payables 115 870 131 052 Public duties payable 2 624 2 025 Other current liabilities 1, 15 20 385 21 999 Total current liabilities 325 965 272 987

TOTAL LIABILITIES 355 782 306 337

TOTAL EQUITY AND LIABILITIES 514 282 524 370

BALANCE SHEET

Renate Larsen Chair of the Board

Boe R. Spurré Member of the Board Trondheim, 28. May 2025

Jan S. Sølbæk Member of the Board

Paul Jewer Member of the Board

Trine L. Danielsen Member of the Board

Christian Riber General Manager/ CEO

tax: 0 tax rate: 0 %

tax rate: 0 % 20234

tall i: 1000

Full year
Full year
1 000
Note
31.12.2024
(Amounts in NOK '000)
Note
2024
2023
(Amounts in NOK '000)
BALANCE SHEET
ASSETS
Operating revenue
2, 3
397 183
269 419
Non-current assets
Concessions, patents, licenses, trademarks and similar rights
14
2 000
Cost of materials
4
373 036
315 439
Note
31.12.2024
Property, plant & equipment
6
145 933
Salaries and personnel expenses
5
88 821
67 845
Right-of-use assets
7
193 127
Depreciation and amortization
6, 7, 14
36 550
29 095
(Amounts in NOK '000)
Other investments
10
3
Other operating expenses
8, 9
121 485
111 532
Total non-current assets
341 064
Operating expenses
619 892
523 911
EQUITY AND LIABILITIES
Operating profit/ loss(-) before fair value adj. of biomass
-222 709
-254 492
Equity
Current assets
Share capital
12
21 902
Inventories
4
13 242
Fair value adjustment biomass
4
17 740
38 623
Biological assets
4
264 423
Treasury shares
-19
Short-term receivables
32 715
Operating profit/loss
-204 969
-215 869
Share premium
1 005 143
Cash and cash equivalents
15
22 533
Total paid-in equity
1 027 025
Share of profit/ loss(-) from associates
10
0
1 489
Total current assets
332 914
TOTAL ASSETS
673 978
Net financial items
11
-30 033
-34 921
Retained earnings
-868 525
Profit/loss before tax
-235 003
-249 301
EQUITY AND LIABILITIES
Total retained earnings
-868 525
Income tax expenses
12
0
3 121
Equity
Net profit/loss for the period
-235 003
-246 180
Share capital
16
21 902
TOTAL EQUITY
158 500
Treasury Shares
16
-3 707
Other comprehensive income
0
0
Share premium
1 005 143
Liabilities
Total comprehensive income for the period
-235 003
-246 180
Retained earnings
-867 246
Long-term leasing liabilities
13
12 604
Total equity
156 092
Earnings per share
13
-5,85
-10,54
Other non-current liabilities
1, 13
17 213
tall i: 1000
Consolidated statement of comprehensive income
Consolidated statement of comprehensive income tall i: 1000
Consolidated statement of financial position
Consolidated statement of financial position
31.12.2023
2 000
31.12.2023
148 246
198 776
505
349 527
14 714
8 093
272 052
46 344
846 042
18 777
860 736
345 267
694 793
-642 704
-642 704
14 714
218 032
-3 707
846 043
-632 243
19 046
224 806
14 305
Earnings per share - diluted 13 -5,85 -10,54 Liabilities
1 000
(Amounts in NOK '000)
Note 31.12.2024 31.12.2023
ASSETS BALANCE SHEET
Non-current assets
Concessions, patents, licenses, trademarks and similar rights 14 2 000 2 000
Property, plant & equipment Note
6
31.12.2024
145 933
31.12.2023
148 246
Right-of-use assets 7 193 127 198 776
(Amounts in NOK '000)
Other investments
10 3 505
Total non-current assets
EQUITY AND LIABILITIES
341 064 349 527
Equity
Current assets
Share capital
Inventories
12
4
21 902
13 242
14 714
8 093
Biological assets
Treasury shares
4 264 423
-19
272 052
-19
Short-term receivables 32 715 46 344
Share premium
Cash and cash equivalents
15 1 005 143
22 533
846 042
18 777
Total paid-in equity
Total current assets
1 027 025
332 914
860 736
345 267
TOTAL ASSETS 673 978 694 793
EQUITY AND LIABILITIES
Total retained earnings
Equity
Share capital
TOTAL EQUITY
16 -868 525
21 902
158 500
-642 704
14 714
218 032
Treasury Shares 16 -3 707 -3 707
Share premium 1 005 143 846 043
Liabilities
Retained earnings
-867 246 -632 243
Long-term leasing liabilities
Total equity
13 12 604
156 092
19 046
224 806
Other non-current liabilities
Liabilities
1, 13 17 213 14 305
Total non-current liabilities
Non-current interest-bearing debt
3, 17 29 817
17 018
33 351
29 284
Lease liabilities 17 111 156 124 182
Liabilities to financial institutions
Total non-current liabilities
13 187 086
128 174
117 911
153 465
Trade payables
Current leasing Liabilities
115 870
34 661
131 052
32 642
Current interest-bearing debt
Public duties payable
17 205 270
2 624
119 356
2 025
Trade payables
Other current liabilities
3, 17
1, 15
119 981
20 385
135 863
21 999
Other current liabilities 17 29 799 28 661
Total current liabilities
Total current liabilities
325 965
389 711
272 987
316 522

TOTAL EQUITY AND LIABILITIES 514 282 524 370

Renate Larsen Chair of the Board

Boe R. Spurré Member of the Board

Trondheim, 28. May 2025

Jan S. Sølbæk Member of the Board

Paul Jewer Member of the Board

Trine L. Danielsen Member of the Board

Christian Riber General Manager/ CEO

2024 2023
(Amounts in NOK '000) Note
Profit/loss before tax -235 003 -249 301
Cash flow from operating activities
Depreciation and amortization 6, 7 36 550 27 903
Impairment of intangible assets 14 502 1 191
Change in inventory and biological assets 4 20 220 -23 902
Fair value adjustment 4 -17 740 -38 623
Share of profit/ loss(-) from associates 10 0 -1 489
Change in accounts receivable 15 685 3 235
Change in accounts payable -15 882 19 833
Change in other current receivables and other current liabilities 9 557 30 131
Net cash flow from operating activities -186 111 -231 023
Cash flows from investing activities
Payments for purchase of property, plant & equipment 6 -15 336 -24 550
Proceeds from sale of property, plant & equipment 4 228 25 153
Acquisition of subsidiaries 0 -8 912
Proceeds from sale of shares in associates 0 35 000
Change in loans associates and others 3 0 40 000
Net cash flow from investing activities -11 107 66 691
Cash flows from financing activities
Receipts from new non-current debt 17 3 500 0
Net change in bank overdraft 17 68 701 50 865
Repayment of debt 17 -1 461 -12 164
Repayment of lease liability 17 -24 732 -34 925
Interest paid 11 -11 322 -8 987
Proceeds from issues of shares 166 289 184 907
Net cash flow from financing activities 200 975 179 696
Net (decrease)/increase in cash and cash equivalents 3 757 15 365
Cash and cash equivalents at the beginning of the period 18 777 3 412
Cash and cash equivalents at close of the period 22 533 18 777

Consolidated statement of cash flows Consolidated statement of cash flows Statement of change in equity

(Amounts in NOK '000)

2023 Share capital Treasury shares Share premium Retained earnings Total equity
Equity as of 1 Jan 2023 9 609 -3 707 553 043 -382 266 176 679
Issue of shares 10.05.2023 3 175 176 065 179 240
Issue of shares 05.07.2023 289 19 592 19 881
Issue of shares 13.07.2023 164 9 350 9 514
Issue of shares 25.08.2023 1 477 84 196 85 673
Net profit/loss for the year -246 180 -246 180
Other changes/ reclassification 3 796 -3 796 0
Equity as of 31 Dec 2023 14 714 -3 707 846 042 -632 242 224 806
2024 Share capital Treasury shares Share premium Retained earnings Total equity
Equity as of 1 Jan 2024 14 714 -3 707 846 042 -632 242 224 806
Issue of shares 11.03.2024 773 17 184 17 957
Issue of shares 20.03.2024 6 310 140 246 146 556
Issue of shares 15.04.2024 105 1 671 1 776
Net profit/loss for the year -235 003 -235 003
Equity as of 31 Dec 2024 21 902 -3 707 1 005 143 -867 246 156 092

Statement of change in equity

Paid-in equity Other equity

Notes to the annual financial statement
Note 1 Business segments
Note 2 Sales revenue by geographical area
Note 3 Transactions and balance with related parties
Note 4 Inventories and biological assets
Note 5 Payroll expenses, number of employees, remunerations, loans to employees, etc.
Note 6 Property, plant and equipment
Note 7 Right-of-use Assets
Note 8 Other operating expenses
Note 9 Auditor's fees
Note 10 Subsidiaries, associated companies and other investments
Note 11 Specification of financial income, expenses and other comprehensive income
Note 12 Taxation
Note 13 Earnings per share
Note 14 Intangible assets - Concessions, patents, licenses, trademarks and similar rights
Note 15 Cash and bank deposits
Note 16 Share capital and shareholder information
Note 17 Interest bearing debt
Note 18 Financial risk
Note 19 Subsequent events

NOTES

Notes to the consolidated financial statements

Accounting Principles Basis of Preparation

As of December 31, 2024, the consolidated financial statements of Norcod AS and the subsidiaries Norcod Equipment AS, Kråkøy Slakteri AS and Kråkøy Norcod Eiendom 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.

The consolidated financial statements are produced based on historical cost principle with the exception of biological assets which are measured 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 consolidated financial statements were approved by the Board of Directors at its meeting on May 28, 2025 and are subject to approval by the annual general meeting scheduled on June 18, 2025.

Revenues

Norcod recognizes revenues from customers in accordance with IFRS 15 Revenue from contracts with customers. The company's operating revenue derive mainly from sale of cod. Revenues from the sale of goods are recognised 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. The company's performance obligations is part of contracts that has an expected duration of one year or less

Classification & Assessment of Items in the Statement of Financial Position

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.

Property, Plant & Equipment (PPE)

PPE is measured at acquisition cost less accumulated depreciation and impairment. Land is not depreciated. PPE other than land is reflected in the statement of financial position 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 separately.

Investment in Associated Companies

Associated companies are defined as companies in which Norcod has significant influence. Norcod's investments in its associated companies are accounted for using the equity method. Using the method, the investment in an associate is booked at cost. The amount of the investment is adjusted to recognise changes in the Group's share of the associate's net assets since the acquisition date. The financial statements of the associate 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's operations.

Other Investments

Other investments is classified as fair value over profit and loss. The fair value of the financial asset is level 3 as the investment is in a non-listed company. See also Note 10 Subsidiaries, associated companies and other investments.

Asset Impairments

NOTES TO THE ANNUAL FINANCIAL STATEMENT

Notes Notes to the annual financial statement

Accounting Principles

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 assets at which independent cash inflows can be identified. If the carrying amount is higher than both the fair value less cost to sell and value in use, 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

Licenses are capitalised at cost. Licenses are defined as having indefinite useful economic lives and are not amortised. If there are indications of impairment, impairment assessments are done at the lowest level of assets at which independent cash flows can be identified.

Biological Assets

Biological assets are, in accordance with IAS 41 Agriculture, measured at fair value less costs to sell 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 reporting date. The expected biomass at harvest is calculated on the basis of the number of individuals held at sea farms at the date of reporting, 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 2 %.

Other inventory is comprised of feed. Inventories of goods are measured at the lowest of cost and net realisable value. The cost of finished goods includes direct material costs, direct personnel expenses and indirect processing costs (full production cost). Interest costs are not included in the inventory value. The cost is based on the principle of first-in first-out.

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.

Financial Instruments

Norcod's business model and the contractual cash flows of the financial instruments held by the Group determine the classification of all Norcod's financial assets and financial liabilities. Norcod's financial instruments are classified as following:

Financial Assets at amortised Cost

Licenses are capitalised at cost. Licenses are defined as having indefinite useful economic lives and are not amortised. If there are indications of impairment, impairment assessments are done at the lowest level of assets at which independent

cash flows can be identified.

Biological Assets

Biological assets are, in accordance with IAS 41 Agriculture, measured at fair value less costs to sell 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 reporting date. The expected biomass at harvest is calculated on the basis of the number of individuals held at sea farms at the date of reporting, 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 2 %.

Other inventory is comprised of feed. Inventories of goods are measured at the lowest of cost and net realisable value. The cost of finished goods includes direct material costs, direct personnel expenses and indirect processing costs (full production

cost). Interest costs are not included in the inventory value. The cost is based on the principle of first-in first-out.

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.

Financial Instruments

Financial Assets at amortised Cost

Accounting Principles Basis of Preparation

As of December 31, 2024, the consolidated financial statements of Norcod AS and the subsidiaries Norcod Equipment AS, Kråkøy Slakteri AS and Kråkøy Norcod Eiendom 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.

The consolidated financial statements are produced based on historical cost principle with the exception of biological assets

which are measured 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 consolidated financial statements were approved by the Board of Directors at its meeting on May 28, 2025 and are subject to approval by the annual general

meeting scheduled on June 18, 2025.

Revenues

Norcod recognizes revenues from customers in accordance with IFRS 15 Revenue from contracts with customers. The company's operating revenue derive mainly from sale of cod. Revenues from the sale of goods are recognised 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. The company's performance obligations is part of contracts that has an

expected duration of one year or less

Classification & Assessment of Items in the Statement of Financial Position

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.

Property, Plant & Equipment (PPE)

PPE is measured at acquisition cost less accumulated depreciation and impairment. Land is not depreciated. PPE other than land is reflected in the statement of financial position 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 separately.

Investment in Associated Companies

Associated companies are defined as companies in which Norcod has significant influence. Norcod's investments in its associated companies are accounted for using the equity method. Using the method, the investment in an associate is booked at cost. The amount of the investment is adjusted to recognise changes in the Group's share of the associate's net assets since the acquisition date. The financial statements of the associate 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's

operations.

investment is in a non-listed company. See also Note 10 Subsidiaries, associated companies and other investments.

Asset Impairments

NOTES TO THE ANNUAL FINANCIAL STATEMENT

- Loans and Receivables

Loans and receivables, including trade receivables, are financial assets with fixed payments not listed in an active market. Loans and receivables are initially recognised at fair value plus directly attributable transaction costs. Following initial recognition, loans and receivables are recognised at amortised cost less any impairment.

- Accounts Receivables

Accounts receivables are amounts outstanding from customers as a result of ordinary sales of goods as part of ordinary activities. Accounts receivables have ordinary credit time of 30 days and are classified as current assets. Accounts receivables are initially recognised at the transaction price as defined in IFRS 15. Following initial recognition, trade receivables are measured at amortised cost, less any impairment losses. Accounts receivables are measured at face value less any expected losses.

- Bank deposits

Bank deposits comprise cash, bank deposits and other current investments that may immediately be converted into cash amounts without material risk of loss on the transaction.

Financial Liabilities at amortised Cost

- Liabilities

Current and non-current interest-bearing debt and trade payables are initially recognised at fair value less directly attributable transaction costs. After initial recognition, interest bearing debt is recognised at amortised cost. Trade payables do not generate interest and are recognised at face value in the balance sheet.

- Financial Assets at Fair Value Over Profit and Loss

Norcod holds other investments that are not for trading. Such investments are classified as fair value over profit and loss. The fair value of the financial asset is level 3 in the fair value hierarchy as such investment is in a non-listed company.

- Amortised Cost and Effective Interest Method

The effective interest method is used to calculate the cost of debt and allocating the interest over the relevant period.

- Income Taxes

The tax charge in the statement of comprehensive income 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. As of reporting date, the Group has losses carried forward available for offset against future profits. No deferred tax asset has been recognised at this point, due to the financial history of Norcod. There are no time restraints on the utilisation of the losses carried forward.

- 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 illustrates 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. Consolidated entities have

been assessed as being controlled by the Group during the reporting period.

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.

Intercompany transactions, balances and unrealized 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.

Business combinations

- Liabilities

Current and non-current interest-bearing debt and trade payables are initially recognised at fair value less directly

attributable transaction costs. After initial recognition, interest bearing debt is recognised at amortised cost. Trade payables

do not generate interest and are recognised at face value in the balance sheet.

- Financial Assets at Fair Value Over Profit and Loss

Norcod holds other investments that are not for trading. Such investments are classified as fair value over profit and loss. The fair value of the financial asset is level 3 in the fair value hierarchy as such investment is in a non-listed company.

- Amortised Cost and Effective Interest Method

The effective interest method is used to calculate the cost of debt and allocating the interest over the relevant period.

- Income Taxes

The tax charge in the statement of comprehensive income 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. As of reporting date, the Group has losses carried forward available for offset against future profits. No deferred tax asset has been recognised at this point, due

to the financial history of Norcod. There are no time restraints on the utilisation of the losses carried forward.

- 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.

activities.

Consolidation Principles

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

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.

Intercompany transactions, balances and unrealized 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.

Business combinations

Business combinations are accounted for using the acquisition method in accordance with IFRS 3 Business combinations.

Consideration is the sum of the fair values, as of the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued in exchange for control of the entity.

When acquiring a business, all the financial assets and liabilities are assessed for appropriate classification and designation in accordance with contractual terms, economic circumstances and pertinent conditions at the acquisition date.

The initial accounting for a business combination can be changed if new information about the fair value at the acquisition date is present. The allocation can be amended within 12 months of the acquisition date. The measurement principle is done for each business combination separately.

Goodwill is recognized as the aggregate of the consideration transferred and the amount of any non-controlling interest and deducted by the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Goodwill is not depreciated but is tested at least annually for impairment. In connection with this, goodwill is allocated to cash-generating units or groups of cash-generating units that are expected to benefit from synergies from the business combination. If the fair value of the equity exceeds the acquisition cost in a business combination, the difference is recognized as income immediately on the acquisition date.

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 recognized 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 utilization 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

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.

Climate Risk

Norcod takes its responsibility towards the climate seriously, and the reader is referred to a comprehensive section in the annual report under the heading 'Devoted to Nature'. Norcod does not expect any material financial risk from climate issues

in the foreseeable future.

Significant Accounting Judgements, Estimates & Assumptions

Business combinations are accounted for using the acquisition method in accordance with IFRS 3 Business combinations.

Consideration is the sum of the fair values, as of the date of exchange, of the assets given, liabilities incurred or assumed,

and equity instruments issued in exchange for control of the entity.

When acquiring a business, all the financial assets and liabilities are assessed for appropriate classification and designation in

accordance with contractual terms, economic circumstances and pertinent conditions at the acquisition date.

The initial accounting for a business combination can be changed if new information about the fair value at the acquisition date is present. The allocation can be amended within 12 months of the acquisition date. The measurement principle is

done for each business combination separately.

Goodwill is recognized as the aggregate of the consideration transferred and the amount of any non-controlling interest and deducted by the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Goodwill is not depreciated but is tested at least annually for impairment. In connection with this, goodwill is allocated to cash-generating units or groups of cash-generating units that are expected to benefit from synergies from the business combination. If the fair value of the equity exceeds the acquisition cost in a business combination, the difference is

recognized as income immediately on the acquisition date.

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 recognized 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

the Group's estimation on residual payments in relation to the lease contract, if there is a change in estimation on utilization

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 it is highly probable that the Group will 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.

Climate Risk

Norcod takes its responsibility towards the climate seriously, and the reader is referred to a comprehensive section in the annual report under the heading 'Devoted to Nature'. Norcod does not expect any material financial risk from climate issues in the foreseeable future.

Significant Accounting Judgements, Estimates & Assumptions

The preparation of the Group's consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Uncertainty about these judgements and estimates could result in outcomes that require a material adjustment to the reported amounts of assets, liabilities, revenues and expenses in future reporting periods.

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. Management has 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 management.

Valuation of Biological Assets

Biological assets are measured at fair value less costs to sell. For a more detailed description of the accounting policies applied, refer to the description provided under accounting policies and in the note on biological assets. The key assumptions in the valuation of biological assets are volume, costs, price and discount rate. For fish ready for harvest on the balance sheet date, uncertainty mainly involves realized prices and volume. For fish not ready for harvest, the level of uncertainty is higher, and for this category, uncertainty related to remaining production costs, remaining biological transformation and remaining mortality up to harvest date applies.

Biological assets are fish in the sea. In accordance with IAS 41 and IFRS 13, the biological assets are valued at fair value less costs to sell. The difference between the fair value adjustment of the biological assets at the beginning and the end of the period is recognized as a fair value adjustment in the income statement. The technical model for calculating fair value is a present value model. The assets to be valued are in the sea and are exposed to operational risk. All harvest is in the future, normally within the next 1 to 18 months. The following factors affecting the calculation of fair value of biomass are uncertain: volume, growth rate, price, cost and discount factor.

The volume of fish may be lower or higher than expected. The calculation of fair value is done for each site and specifying the biomass includes both the number of fish and the estimated average weight. This estimate includes considerable uncertainty. Estimated produced biomass is based on assumptions about growth and mortality from the date the fish is put to sea, adjusted for any controls done during the production period, until the fish is harvested. Uncertainty about the growth rate affect the time of harvest and the period of discounting. Changes in regulatory conditions and forced harvest or destruction required by the authorities cause uncertainty about the harvest volume.

no amendments that is expected to have a significant impact on the Group's financial statements.

Amounts in 1 000 Farming Harvesting

Total

segments Eliminations Group total

Operating profit (EBIT) -187 224 -7 024 -194 249 -10 721 -204 969 Total assets 699 353 54 722 754 075 -96 945 657 130

The prices are based on estimated market prices. However, changes in regulatory issues can lead to changes to the harvest plans, which in turn results in harvesting at different times with other prices than the valuation model assumes. Achieved price is also affected by the quality distribution of the fish, which only to a limited extent can be observed and assessed before harvest. The estimate of the quality distribution will be subject to considerable uncertainty and affect the price assumption used when estimating the fair value of the biomass. plans, which in turn results in harvesting at different times with other prices than the valuation model assumes. Achieved price is also affected by the quality distribution of the fish, which only to a limited extent can be observed and assessed before harvest. The estimate of the quality distribution will be subject to considerable uncertainty and affect the price assumption used when estimating the fair value of the biomass. There is considerable uncertainty associated with the estimate for the remaining production costs. Biological challenges

segment.

2024

Norcod Sales is distributed per country as follows.

Sales in Norway are Cod Fry and liver, in addition to freezingcapacity of salmon.

Note 1 Business segments Note 1 Business segments

There is considerable uncertainty associated with the estimate for the remaining production costs. Biological challenges greater than expected may result in higher costs. Changes in the market prices of feed will change the remaining production costs. Changes in fair value adjustment is recognised and classified under fair value adjustment Biomass in the Consolidated statement of comprehensive income. This means that both realised and changes in unrealised fair value adjustments are presented in this line item in the Consolidated statement of comprehensive income. This is to to provide a better understanding of the Group's profit and loss with respect to goods sold, as cost of materials and changes in inventories then includes actual production cost and excludes the effects of fair value adjustments. greater than expected may result in higher costs. Changes in the market prices of feed will change the remaining production costs. Changes in fair value adjustment is recognised and classified under fair value adjustment Biomass in the Consolidated statement of comprehensive income. This means that both realised and changes in unrealised fair value adjustments are presented in this line item in the Consolidated statement of comprehensive income. This is to to provide a better understanding of the Group's profit and loss with respect to goods sold, as cost of materials and changes in inventories then includes actual production cost and excludes the effects of fair value adjustments. Change in regulatory conditions, which can enforce higher cost, represents an uncertainty in the estimation of fair value of

Country Retail Processing Ongrowing *Harvesting Total
Norway 2,2 % 2,0 % 3,8 %
8,0 %
Spain 27,1 % 27,1 %
The Netherlands 33,0 % 33,0 %
Poland 0,2 % 14,7 % 14,9 %
Denmark 0,6 % 0,8 % 1,4 %
Latvia 0,2 % 12,8 % 13,0 %
UK 0,8 % 0,8 %
Other 1,2 % 0,6 % 1,8 %
Total 29,3 % 64,9 % 2,0 % 3,8 %
100,0 %

2023

Norcod Sales is distributed per country as follows. Sales in Norway are Cod Fry and harvesting and freezing of salmon.

Change in regulatory conditions, which can enforce higher cost, represents an uncertainty in the estimation of fair value of biomass. The discount factor used in the model consists of several components. The principles used for valuation are described in the section in Note 4 to the financial statements. biomass. The discount factor used in the model consists of several components. The principles used for valuation are described in the section in Note 4 to the financial statements.

Country Retail Processing Ongrowing *Harvesting Total
Norway 7,2 % 9,3 % 16,4 %
Spain 27,0 % 27,0 %
The Netherlands 18,0 % 18,0 %
Poland 19,0 % 19,0 %
Denmark 2,0 % 2,0 %
France 8,0 % 8,0 %
UK 4,0 % 4,0 %
Other 5,6 % 5,6 %
Total 44,6 % 39,0 % 7,2 % 9,3 % 100,0 %

Note 2 Sales revenue by geographical area Note 2 Sales revenue by geographical area

*The listed harvesting revenue is related to external sales outside the Norcod Group only, such as sale of freezingcapacity and silage. The harvesting facility is primarily used for cod harvesting on behalf of the Group.

New Standards At the end of 2024, 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 At the end of 2024, 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.

*During the second half of 2023, the Group executed harvesting of salmon at Kråkøy Slakteri. This business activity is however expected to be temporary, as the harvesting facility in its entirety is intented for cod harvesting on behalf of the Group. Hence, the harvesting operations does not qualify as an operating segment for 2023 and no segment reporting is prepared thereof.

General Note 1 Business segments

The prices are based on estimated market prices. However, changes in regulatory issues can lead to changes to the harvest

Total
2024 (amounts in 1 000) Farming Harvesting segments Eliminations Group total
Geographical Information
External revenues
381 977 15 206 397 183 0 397 183
All revenues and non-current assets are primarily located in Norway. The Group does not have significant operations in other
Internal revenues
37 598 44 530 82 128 -82 128 0
geographical areas.
Total revenues
419 575 59 736 479 311 -82 128 397 183
Operating profit (EBIT) -187 662 -6 586 -194 249 -10 721 -204 969
Major Customers
Total assets
Revenue from one external customer amounts to more than 10% of the Group's total revenues and is attributable to the Harvesting
716 201 54 722 770 923 -96 945 673 978

The Group's operating segments are based on the internal reports that are regularly reviewed by the Group. Operating segments are identified based on the nature of the business activities and how performance is monitored and resource allocation decisions are made internally. The Group reports the following two operating segments: - Farming: Includes activities related to fish farming operations from juvenile to harvest-ready biomass The Group's operating segments are based on the internal reports that are regularly reviewed by the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Group management. Operating segments are identified based on the nature of the business activities and how performance is monitored and resource allocation decisions are made internally. Group management evaluates the segments' performance on the basis of Operating profit.

Revenues 420 839 58 472 479 311 -82 128 397 183 Inter-segment sales are carried out at arm's length and are eliminated upon consolidation.

  • Harvesting: Includes harvesting activities The Group reports the following two operating segments:

Inter-segment sales are carried out at arm's length and are eliminated upon consolidation. - Farming: Includes activities related to fish farming operations from juvenile to harvest-ready biomass and sale of cod and liver in Norway and for export through the sales agent Sirena Group

New Standards

2023 (amounts in 1 000) Farming Harvesting

Total

segments Eliminations Group total

Total revenues 278 457 27 674 306 130 -36 711 269 419 Operating profit (EBIT) -206 714 -1 732 -208 446 -7 423 -215 869 Total assets 736 855 53 445 790 301 -95 507 694 793

  • Harvesting: Includes harvesting activities

No operating segments have been aggregated.

Geographical Information

The groups farming sites are located along Norway's central and northern coasts and the harvesting plant is located at Kråkøy. For

details on the geographic distribution of revenue, refer to Note 2.

Major Customers

Revenue from one external customer amounts to more than 10% of the Group's total revenues and is attributable to the Harvesting

segment.

Note 1 Business segments

2024 (amounts in 1 000) Farming Harvesting

Total

segments Eliminations Group total

External revenues 381 977 15 206 397 183 0 397 183 Internal revenues 37 598 44 530 82 128 -82 128 0 Total revenues 419 575 59 736 479 311 -82 128 397 183

Total
2023 (amounts in 1 000) Farming Harvesting segments Eliminations Group total
External revenues 249 155 20 264 269 419 0 269 419
Internal revenues 29 302 7 409 36 711 -36 711 0
Total revenues 278 457 27 674 306 130 -36 711 269 419
Operating profit (EBIT) -206 714 -1 732 -208 446 -7 423 -215 869
Total assets 736 855 53 445 790 301 -95 507 694 793

The Group's operating segments are based on the internal reports that are regularly reviewed by the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Group management. Operating segments are identified based on the nature of the business activities and how performance is monitored and resource allocation decisions are made internally. Group management evaluates the

segments' performance on the basis of Operating profit.

The Group reports the following two operating segments:

  • Farming: Includes activities related to fish farming operations from juvenile to harvest-ready biomass and sale of cod and liver in

Norway and for export through the sales agent Sirena Group

  • Harvesting: Includes harvesting activities

No operating segments have been aggregated.

Inter-segment sales are carried out at arm's length and are eliminated upon consolidation.

Geographical Information

The groups farming sites are located along Norway's central and northern coasts and the harvesting plant is located at Kråkøy. For details on the geographic distribution of revenue, refer to Note 2.

Major Customers

Revenue from one external customer amounts to more than 10% of the Group's total revenues and is attributable to the Harvesting segment.

Note 4
Inventories and biological assets
tall i : 1 000
Note 4
Inventories and biological assets
tall i : 1 000
Book value of inventories 31.12.2024 31.12.2023
Book value of inventories 31.12.2024 31.12.2023
Feed and other materials 13 242 8 093
Feed and other materials 13 242 8 093
Total inventories 13 242 8 093
Total inventories 13 242 8 093
Book value of biological assets as of 31.12 31.12.2023 31.12.2023
Roe and cod fry at cost 31.12.2023 31.12.2023
Book value of biological assets as of 31.12 17 878 13 830
Roe and cod fry at cost 17 878 13 830
Biological assets held at sea farms at cost 351 035 380 452
Biological assets held at sea farms at cost 351 035 380 452
Total Biological assets before fair value adjustment 368 913 394 282
Total Biological assets before fair value adjustment -104 490 -122 230
Fair value adjustment of biological assets 368 913 394 282
Total biological assets -104 490 -122 230
Fair value adjustment of biological assets 264 423 272 052
Total biological assets 264 423 272 052
Specification of the change in biological assets for the period: Income statement post 2024 2023
Specification of the change in biological assets for the period: Income statement post 2024 2023
Biological assets as of 01.01 272 052 206 758
Increase resulting from production in the period 386 393 338 928
Biological assets as of 01.01 272 052 206 758
Increase resulting from production in the period Cost of Materials 386 393 338 928
Reduction resulting from incident-based mortality -28 896 0
Reduction resulting from incident-based mortality Cost of Materials -28 896 38 623
Fair value adjustment biomass IFRS Fair value adjustment biomass 17 740 0
Fair value adjustment biomass IFRS Fair value adjustment biomass 17 740 38 623
Reduction due to harvesting in the period -382 866 -312 257
Reduction due to harvesting in the period -382 866 -312 257
Total biological assets as of 31.12 264 423 272 052
Total biological assets as of 31.12 264 423 272 052
Biomass as at 31.12
Biomass as at 31.12
At sea
Tons at sea
At sea
6 746 7 817
Tons at sea 6 746 7 817
Count - 000's 8 289 5 238
Juveniles
Count - 000's
8 289 5 238
Juveniles
Count - 000's
1 579 464

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

Booked Fair Value Adjustment 31.12.2022 Booked in 2023 31.12.2023 Booked in 2024 31.12.2024
Fair Value adjustment Biomass IFRS
Booked Fair Value Adjustment
31.12.2022
-160 853
Booked in 2023
38 623
31.12.2023
-122 230
Booked in 2024
17 740
31.12.2024
-104 490
Fair Value adjustment Biomass IFRS -160 853 38 623 -122 230 17 740 -104 490

Sensitivity analysis: Based on the Group's biomass at December 31, 2024, changes in certain factors is deemed to impact the book value of the biomass in the following manner: Sensitivity analysis:

Impact on value Impact on value
Increase Impact on value
31.12.2024
Decrease 31.12.2024
Change in sales price: NOK 5,- per kg 31.12.2024 NOK 5,- per kg Impact on value 31.12.2024
Increase 40 505 Decrease -40 505
Change in production cost: NOK 1,- per kg -10 789 NOK 1,- per kg -40 505
Change in sales price: NOK 5,- per kg 40 505 NOK 5,- per kg 10 789
Change in production cost: NOK 1,- per kg -10 789 NOK 1,- per kg 10 789
Change in discount factor: 0,50 % -7 820 0,50 % 8 319
Change in discount factor: 0,50 % -7 820 0,50 % 8 319
Change in discount factor: 1,0 % -15 180 1,0 % 17 180
Change in discount factor: 1,0 % -15 180 1,0 % 17 180
Change in time of harvest One month earlier 9 097 One month later -9 657
Change in time of harvest One month earlier 9 097 One month later -9 657

Note 4 Inventories and biological assets tall i : 1 000 Book value of inventories 31.12.2024 31.12.2023 Feed and other materials 13 242 8 093 Total inventories 13 242 8 093 Book value of biological assets as of 31.12 31.12.2023 31.12.2023 Roe and cod fry at cost 17 878 13 830 Biological assets held at sea farms at cost 351 035 380 452 Total Biological assets before fair value adjustment 368 913 394 282 Fair value adjustment of biological assets -104 490 -122 230 Total biological assets 264 423 272 052 Specification of the change in biological assets for the period: Income statement post 2024 2023 Biological assets as of 01.01 272 052 206 758 Increase resulting from production in the period 386 393 338 928 Reduction resulting from incident-based mortality Cost of Materials -28 896 0 Fair value adjustment biomass IFRS Fair value adjustment biomass 17 740 38 623 Reduction due to harvesting in the period -382 866 -312 257 Total biological assets as of 31.12 264 423 272 052 Biomass as at 31.12 At sea Tons at sea 6 746 7 817 Count - 000's 8 289 5 238 Juveniles Note 4 Inventories and biological assets tall i : 1 000 Book value of inventories 31.12.202431.12.2023Feed and other materials 13 2428 093Total inventories 13 242 8 093 Book value of biological assets as of 31.12 31.12.202331.12.2023Roe and cod fry at cost 17 87813 830Biological assets held at sea farms at cost 351 035380 452Total Biological assets before fair value adjustment 368 913 394 282 Fair value adjustment of biological assets -104 490-122 230Total biological assets 264 423 272 052 Specification of the change in biological assets for the period: Income statement post 2024 2023 Biological assets as of 01.01 272 052206 758Increase resulting from production in the period 386 393 338 928 Reduction resulting from incident-based mortality Cost of Materials -28 896 0Fair value adjustment biomass IFRS Fair value adjustment biomass 17 740 38 623 Reduction due to harvesting in the period -382 866 -312 257 Total biological assets as of 31.12 264 423 272 052 Biomass as at 31.12 At sea Tons at sea 6 746 7 817 Count - 000's 8 289 5 238 Note 3 Transactions and balance with related parties Note 4 Inventories and biological assets

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 date of reporting. The expected biomass at harvest is calculated on the basis of the number of individuals held at sea farms on date of reporting, 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 2%. 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 date of reporting. The expected biomass at harvest is calculated on the basis of the number of individuals held at sea farms on date of reporting, 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 2%.

Fair value adjustment biomass Fair value adjustment biomass Fair value adjustment biomass

Count - 000's 1 579 464

Estimated remaining production costs are estimated costs that a market participant 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 license fees and site leasing costs is included in the discount factor, and thereby reduces the fair value of the biomass. Estimated remaining production costs are estimated costs that a market participant 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 license fees and site leasing costs is included in the discount factor, and thereby reduces the fair value of the biomass.

Based on the Group's biomass at December 31, 2024, changes in certain factors is deemed to impact the book value of the biomass in the following manner:

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. 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. risk of incidents that affect the cash flow.

  1. Synthetic license fees and site leasing costs. 2. The time value of money.

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 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 recognized. The present value model includes a theoretical compensation for license 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. 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 recognized. The present value model includes a theoretical compensation for license 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.

  1. Synthetic license fees and site leasing costs.

Note 3 Transactions and balance with related parties

2024 Ownership Sales Purchases Interest exp Receivables Liabilities
Transactions with parent company and its related parties
Sirena Group
0 52 413 0 1 851 0
Transactions with the Group's own associates and subsidiaries 0 0 0 0 0
Total transactions and intercompany accounts with all identified related parties 0 52 413 0 1 851 0

Contractually all sales of harvested cod from Norcod are transacted through sales agent Sirena Group. The end customers of Sirena are not related parties. Other income relates to sales of cod fry and rental of equipment.

2023 Ownership Sales Purchases Interest exp Receivables Liabilities
Transactions with parent company and its related parties
Sirena Group 0 39 223 0 2 111 89
Artha Holding AS 0 9 910 0 0 0
Artha Cod 0 0 6 323 0 0
Transactions with the Group's own associates and subsidiaries 0 0 0 0 0
Total transactions and intercompany accounts with all identified related parties 0 49 133 6 323 2 111 89

Contractually all sales of harvested cod from Norcod are transacted through sales agent Sirena Group. The end customers of Sirena are not related parties. Other income relates to sales of cod fry and rental of equipment.

Note 6 Property, plant and equipment
Land, buildings Machinery and Boats and Other operating Total
a.o. property equipment fleets assets fixed assets
Additions due to acquisition of subsidiaries 25 754 56 390 527 0 82 671
Additions 5 325 29 093 4 593 445 39 456
Disposals 0 -130 0 -375 -505
Acquisition cost as of 31 December 2023 34 170 162 579 7 245 4 978 208 973
Accumulated depreciation as of 1 January 2023 0 -10 201 86 -557 -10 672
Depreciation due to acquisition of subsidiaries -9 723 -26 841 -280 0 -36 844
Depreciation for the year -987 -10 844 -374 -1 006 -13 210
Accumulated depreciation as of 31 December 2023 -10 710 -47 886 -568 -1 563 -60 727
Book value as of 31 December 2023 23 461 114 693 6 677 3 415 148 246
Acquisition cost as of 1 January 2024 34 170 162 579 7 245 4 978 208 973
Additions 491 13 491 0 1 354 15 336
Disposals 0 0 0 0 0
Acquisition cost as of 31 December 2024 34 661 176 070 7 245 6 332 224 308
Accumulated depreciation as of 1 January 2024 -10 710 -47 886 -568 -1 563 -60 727
Depreciation for the year -2 241 -14 146 -491 -770 -17 648
Accumulated depreciation as of 31 December 2024 -12 950 -62 033 -1 059 -2 333 -78 375
Book value as of 31 December 2024 21 711 114 037 6 186 4 000 145 933
Expected useful life 15 - 25 years 3 - 15 years 10 - 15 years 3 - 10 years
Depreciation plan Straight-line Straight-line Straight-line Straight-line

Note 7 Right-of-use Assets

Land, buildings Machinery and Boats and Total
a.o. property equipment fleets fixed assets
Acquisition cost as of 1 January 2023 3 372 5 117 131 566 140 055
Additions 344 26 467 88 304 115 115
Disposals 0 0 -25 491 -25 491
Acquisition cost as of 31 December 2023 3 716 31 584 194 378 229 678
Accumulated depreciation as of 1 January 2023 -375 -1 711 -14 123 -16 209
Depreciation for the year -619 -2 362 -11 712 -14 693
Accumulated depreciation as of 31 December 2023 -994 -4 073 -25 835 -30 902
Book value as of 31 December 2023 2 722 27 511 168 543 198 776
Acquisition cost as of 1 January 2024 3 716 31 584 194 378 229 678
Additions 114 4 287 23 308 27 709
Disposals 0 0 -14 456 -14 456
Acquisition cost as of 31 December 2024 3 830 35 871 203 231 242 931
Accumulated depreciation as of 1 January 2024 -994 -4 073 -25 835 -30 902
Depreciation for the year -619 -3 285 -14 998 -18 902
Accumulated depreciation as of 31 December 2024 -1 613 -7 358 -40 833 -49 804
Book value as of 31 December 2024 2 217 28 512 162 398 193 127
Expected useful life 6 years 3 - 15 years 10 - 15 years

Depreciation plan Straight-line Straight-line Straight-line

Norcod recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for certain leases mentioned below. The right-of-use assets are depreciated on a straight-line basis over the 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 the discunt rate offered in the respective leasing agrrements and based on market terms. The leasing agreements include options for the company to acquire the right of use assets at the end of the leasing period, and the company intends to do so. Hence the right-of-use assets are depreciated over its expected useful life. Norcod has elected to apply the practical expedient of short-term leases with a lease term of 12 months or less and low-value assets. For these leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Note 7 Right-of-use Assets

Note 5 Payroll expenses, number of employees, remunerations, loans to employees, etc. Note 6 Property, plant and equipment Note 5 Payroll expenses, number of employees, remunerations, loans to employees, etc.

8
Payroll expenses 2024 2023
Wages and salaries 75 834 59 992
Payroll tax 5 006 3 987
Pension expenses 5 799 2 546
Other benefits 2 181 1 321
Total 88 821 67 845
Average number of full-time-equivalents 85 109

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

Remuneration to key management Salary Bonus Payments in kind Total
Christian Riber CEO 3 071 2 000 4 5 076
Chris Guldberg COO* 1 046 0 20 1 066
Stian Vollan-Hansen CFO** 117 0 1 118
Arve Olav Lervåg CPO** 123 1 124
Kia Zadegan COO*** 1 637 1 024 2 661
Arne Kristian Hoset CFO*** 919 50 11 980
Hilde R. Storhaug CSO*** 1 433 617 2 049
Total 8 346 2 050 1 678 12 074
Directors fee 2024 2023
Renate Larsen Chair 250 250
Jan Severin Sølbæk Board member 125 125
Trine L. Danielsen Board member 125 125
Boe R. Spurré Board member 125 125
Paul Jewer Board member 125
Peter Buhl Board member 125
Total 750 750

*** During the financial year 2024, Kia Zadegan, Arne Kristian Hoset and Hilde R. Storhaug left the company.

The company's existing share option program has been discontinued. As of the reporting date, no new options remain outstanding under this program. The Board of Directors is currently evaluating the implementation of a new share option program, which is expected to be introduced in 2025. The details and structure of the new program are under review and will be disclosed once finalized.

* Chris Guldberg was employed by the company in April 2024.

** Stian Vollan-Hansen and Arve Olav Lervåg where employed by the company in December 2024.

The CEO bonus is settlement of a four-year contractual compensation program, entered into at the start of the CEO's service. This agreement from 2021 is now fullfilled, and a new performance based compensation scheme is under development.

Payments in kind to former employees Kia Zadegan and Hilde R. Storhaug is related to settlement of previous bonus and option agreements.

2024 2023
Freight and insurance regarding sales 33 766 27 738
Sales commission 18 647 11 485
Fuel 7 774 7 085
Maintenance 28 193 21 789
Short term rental of equipment and offices 3 747 2 034
Expenses related to work of licenses and site surveys of locations 118 1 991
External fees 11 896 8 207
Insurance 3 162 3 128
Expenses related to disputes 0 11 146
Loss on disposal of assets 0 2 823
Transaction costs related to acquisition of subsidiaries 0 2 619
Other 14 183 11 487
121 485 111 532

Note 8 Other operating expenses Specification of other operating expenses:

All auditor's fees are exclusive VAT.

Note 10 Subsidiaries, associated companies and other investments

A condensed interim balance sheet of the companies as of 31 December 2024 is presented as follows for information purposes:

Norcod Kråkøy Norcod Kråkøy
Equipment AS Slakteri AS Eiendom AS
Property, plant & equipment 202 753 42 362 4 528
Inventory 0 1 484 0
Other receivables 790 4 469 525
Cash and cash equivalents 44 1 223 156
Total assets 203 586 49 539 5 209
Total equity 52 494 8 608 550
Non-current liabilities 129 698 26 864 3 500
Liabilities to group companies 17 015 11 508 1 152
Short term debt 4 379 2 559 8
Total equity and liabilities 203 586 49 539 5 209

Investment in other companies

Note 9
Note 9
Auditor's fees
Auditor's fees
9 2024 2023
Statutory audit 1 064 786
Other attestation services 151 195
Total 1 215 981

Norcod previously held an investment in Arctic Cod AS, with book value of 0. The investment has been impaired by TNOK 502 in 2024, and Norcod's stake was sold out during the year and settled at book values.

Note 11
Specification of financial income, expenses and other comprehensive income
Note 11
Specification of financial income, expenses and other comprehensive income
13
2024 2023
Financial income
Other financial income 1 240 851
Total financial income 1 240 851
Financial expenses
Impairment of fixed assets 502 0
Interest expenses to related companies 0 6 323
Other financial expenses to associated companies 0 0
Interest on long term loans from credit institutions 12 872 7 873
Interest expenses leasing 11 032 10 944
Adjustments due to currency loss 2 147 8 254
Other financial expenses 4 721 2 379
Total financial expenses 31 274 35 773
Net financial items -30 033 -34 921

Note 8 Other operating expenses

Note 10 Subsidiaries, associated companies and other investments

Note 12 Note 12 Taxation
Taxation
Note 12
Taxation
7
7
Taxable income
Taxable income
2024
2024
2023
2023
Result before taxes
Result before taxes
-234 672
-234 672
-235 003
-249 301
-249 301
Subsidiaries years result before time of acquisition
Subsidiaries years result before time of acquisition
0
0
4 832
4 832
Permanent differences
Permanent differences
545
545
4 937
4 937
Items booked against equity
Items booked against equity
-6 217
-6 217
-15 422
-15 422
Skattefunn
Skattefunn
-1 272
-1 272
-461
-461
Equity method associates
Equity method associates
0
0
-1 489
-1 489
Other changes
Other changes
2 394
2 394
2 725
0
0
+/- Changes in temporary differences
+/- Changes in temporary differences
-12 977
-12 977
-55 279
-55 279
Basis for payable taxes
Basis for payable taxes
-252 199
-252 199
-312 183
-312 183
Change in tax losses carried forward
Change in tax losses carried forward
252 199
252 199
312 183
312 183
Taxable income
Taxable income
0
0
0
0
Income tax expenses
Income tax expenses
0
0
0
0
Change in deferred tax
Change in deferred tax
0
0
-3 121
-3 121
Tax expense
Tax expense
0
0
-3 121
-3 121
Specification of temporary differences and deferred tax:
Specification of temporary differences and deferred tax:
Fixed assets
Fixed assets
Right-of-use assets
Right-of-use assets
31.12.2024
31.12.2023
31.12.2024
34 234
34 234
30 471
47 310
47 310
41 614
Change
31.12.2023
30 471
3 763
41 614
5 696
Change
3 763
5 696
Biological assets
Biological assets
264 423
264 423
272 052
272 052
-7 629
-7 629
Other differences
Other differences
-1 272
-1 272
-12 418
-12 418
11 146
11 146
Net changes in temporary differences
Net changes in temporary differences
344 696
344 696
331 719
331 719
12 977
12 977
Changes due to temporary differences as of 1 Jan 2023 in new subsidiaries
Changes due to temporary differences as of 1 Jan 2023 in new subsidiaries
5 596
5 596
5 596
5 596 0
0
Net changes in temporary differences
Net changes in temporary differences
339 100
339 100
326 123
326 123
12 977
12 977
Losses carried forward
Losses carried forward
Losses carried forward as of 1 Jan 2023 in new subsidiaries
Losses carried forward as of 1 Jan 2023 in new subsidiaries
-1 260 009
-1 260 009
-1 007 811
-1 007 811
-252 199
-252 199
Sum changes in Losses carried forward
Sum changes in Losses carried forward
-1 260 009
-1 260 009
-1 007 811
-1 007 811
-252 199
-252 199
Sum net changes in temporary differences
Sum net changes in temporary differences
-915 313
-915 313
-676 092
-676 092
-239 222
-239 222
Deferred tax assets
Deferred tax assets
0
0
0
0
0
0
Deferred tax assets not booked
Deferred tax assets not booked
-201 369
-201 369
-148 740
-148 740
-52 629
-52 629
Losses carried forward as of 1 Jan 2023 in new subsidiaries
Intangible assets Licenses Licenses Goodwill Total
Acquisition cost as of 1 January 2023 255 2 000 0 2 255
Additions 0 0 0 0
Disposals 0 0 0 0
Expensed during the year (other operating expenses) 0 0 0 0
Acquisition cost as of 31 December 2023 255 2 000 0 2 255
Accumulated depreciation as of 1 January 2023 -255 0 0 -255
Depreciation for the year 0 0 0 0
Accumulated depreciation as of 31 December 2023 -255 0 0 -255
Impairment loss for the year 0 0 0 0
Book value as of 31 December 2023 0 2 000 0 2 000
Acquisition cost as of 1 January 2024 255 2 000 0 2 255
Additions 0 0 0 0
Disposals 0 0 0 0
Expensed during the year (other operating expenses) 0 0 0 0
Acquisition cost as of 31 December 2024 255 2 000 0 2 255
Accumulated depreciation and impairment as of 1 January 2024 -255 0 0 -255
Depreciation for the year 0 0 0 0
Accumulated depreciation as of 31 December 2024 -255 0 0 -255
Impairment loss for the year 0 0 0 0
Book value as of 31 December 2024 0 2 000 0 2 000

Expected useful life Indefinite

TNOK -1 192 is an impairment loss on acquired goodwill in 2023, related to Kråkøy Slakteri AS and Norcod Kråkøy Eiendom AS.

Note 14 Intangible assets - Concessions, patents, licenses, trademarks and similar rights 11 Note 14 Intangible assets - Concessions, patents, licenses, trademarks and similar rights Note 16 Share capital and shareholder information

6

Share capital as of 31 December 2024 comprises of:

Note 15
Note 15
Cash and bank deposits
Cash and bank deposits
10 2024 2023
Bank deposits 22 533 18 777
Cash and bank deposits 22 533 18 777
Of which restricted bank deposits 3 057 2 265
shares Nominal value value
Outstanding Shares 43 764 364 0,5
Treasury shares 38 800 0,5
Share Capital 43 803 164 0,5 21 901 582
Norcod AS had 668 shareholders as of 31 December 2024. All shares afford the same rights in the company.
Number of
List of (20) major shareholders at 31.12. shares Ownership
Artha Norcod 18 999 046 43,4 %
Highliner Foods 4 412 000 10,1 %
Sirena Group AS 4 189 374 9,6 %
Codinvest Aps 2 530 182 5,8 %
Ronja Capital AS 1 725 452 3,9 %
Nordnet Bank AB 1 136 463 2,6 %
Kinondo Invest Aps 686 578 1,6 %
Jan Heggelund 408 953 0,9 %
GH Holding AS 386 995 0,9 %
Tian Holding AS 340 430 0,8 %
Deckard Aps 300 597 0,7 %
Jakob Hatteland Holding AS 300 000 0,7 %
Sør-Kråkøy Invest AS 156 402 0,4 %
Jan Severin Sølbæk 144 432 0,3 %
Hjelkrem Invest AS 102 000 0,2 %
Ships Holding AS 94 485 0,2 %
Purkholmen Invest AS 80 807 0,2 %
Lindvard Invest AS 74 055 0,2 %
Christian Riber 66 250 0,2 %
Hauto AS 61 919 0,1 %
Total 20 largest shareholders 36 196 420 82,6 %
Total other owners 7 567 944 17,3 %
Total outstanding shares 43 764 364 99,9 %
Treasury shares 38 800 0,1 %
Total number of shares 43 803 164 100 %

Note 13 Earnings per share Note 16 Share capital and shareholder information Note 13 Earnings per share 14

Earnings per shar
Earnings per share 2024 2023
This year's earnings to shareholders (NOK 1 000) -235 003 -246 180
Number of issued shares as of 31.12 (in 1 000) 43 803 29 428
Number of treasury shares as of 31.12 (in 1 000) -39 -39
Number of outstanding shares as of 31.12 (in 1 000) 43 764 29 389
Average number of outstanding shares (in 1 000) 40 157 23 358
Average number of outstanding shares with dilution (in 1 000) 40 157 23 358
Earnings per share -5,85 -10,54
Diluted earnings per share -5,85 -10,54

All figures in NOK 1 000, with exception of earnings per share

Number of Payment
Treasury shares shares (NOK 1 000)
Book value as of 1 January 2024 38 800 3 707
Net purchase and sale of tresury shares 0 0
Distribution of treasury shares 0 0
Book value as of 31 December 2024 38 800 3 707

Norcod AS owns 38 800 treasury shares at the end of 2024, representing 0,09 % of the share capital in the company. All the shares have been acquired in relation with the company's share option incentive program. All the shares were acquired in 2021 at a price of NOK 93 per share.

Note 17 Interest bearing debt
Note 17
Interest bearing debt
Non current interest bearing debt: 31.12.2024 31.12.2023
Debt to financial institutions 17 018 14 979
Lease liabilities * 111 156 124 182
Non-current debt to shareholders and other long-term debt *** 0 14 305
Total non current interest bearing debt 128 174 153 465
Current interest bearing debt: 31.12.2024 31.12.2023
Current Lease liabilities 34 661 32 642
Overdraft facilities** 188 057 119 356
Current debt to shareholders and other short-term debt*** 17 213 0
Total current interest bearing debt 239 931 151 998
Total interest bearing debt 368 105 305 463
Cash and bank deposits 22 533 18 777
Net interest bearing debt 345 572 286 687

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

**Subject to the following financial covenants: borrowing base is 60% of accounts receivable + 50% of biomass production cost, and equity ratio must be above 35%.

A waiver for these covenants was issued in November 24, valid until completed capital increase in Q1-25. ***Long term loans of TNOK 13 368 were reissued in Aug. 23 when TNOK 88 606 was converted into shares. Carrying amount includes accrued interest. The loans are issued in DKK and are due in Aug 2025. The loans are not shareholder loans.

Number of Option
Shares held by members of the board, CEO and senior executives: shares shares
Christian Riber CEO 66 250
Stian Vollan-Hansen CFO 0
Chris Guldberg COO 0
Arve Olav Lervåg CPO 0
Renate Larsen Chair of the Board 0
Jan Severin Sølbæk Board member 144 432
Trine L. Danielsen Board member 0
Boe R. Spurré Board member 305 251
5 251
Paul Jewer Board member 0
0
Total 515 933
215 933
0
Cashflow Non-cash generating effects
Accrued Foreign Reclasification
Receipts from Consolidation/ New leasing Dissemination interest exchange short/ long
Financing activities - changes in liabilities as of 31 December 2023 01.01.2023 new debt Instalments other contracts commission this year adjustments term & other 31.12.2023
Long term liabilities to financial institutions 0 14 979 0 0 0 0 0 0 0 14 979
Short term liabilities to financial institutions 70 144 50 865 0 -1 653 0 0 0 0 0 119 356
Non-current debt to shareholders and other long-term debt* 0 14 305 0 0 0 0 0 0 0 14 305
Current debt to shareholders and other long-term debt* 88 006 0 -88 006 0 0 0 0 0 0 0
Total liabilities to financial institutions and shareholders 158 150 80 149 -88 006 -1 653 0 0 0 0 0 148 639
Non current liabilities for right-of-use assets 60 940 0 0 0 114 534 0 0 0 -51 292 124 182
First year's instalment for right-of-use assets 16 275 0 -34 925 0 0 0 0 0 51 292 32 642
Total liabilities for right-of-use-assets 77 215 0 -34 925 114 534 0 0 0 0 156 824
Total interest bearing debt 235 365 80 149 -122 932 -1 653 114 534 0 0 0 0 305 463
Cashflow Non-cash generating effects
Accrued Foreign Reclasification
Receipts from Consolidation/ New leasing Dissemination interest exchange short/ long
Financing activities - changes in liabilities as of 31 December 2024 01.01.2024 new debt Instalments other contracts commission this year adjustments term & other 31.12.2024
Long term liabilities to financial institutions 14 979 3 500 -1 461 0 0 0 0 0 0 17 018
Short term liabilities to financial institutions 119 356 68 701 0 0 0 0 0 0 0 188 057
Non-current debt to shareholders and other long-term debt* 14 305 0 0 0 0 0 0 0 -14 305 0
Current debt to shareholders and other long-term debt* 0 0 0 0 0 0 1 877 1 032 14 305 17 213
Total liabilities to financial institutions and shareholders 148 639 72 201 -1 461 0 0 0 1 877 1 032 0 222 288
Non current liabilities for right-of-use assets 124 182 0 0 0 13 725 0 0 0 -26 751 111 156
First year's instalment for right-of-use assets
Total liabilities for right-of-use-assets
32 642
156 824
0
0
-24 732
-24 732
0 0
13 725
0
0
0
0
0
0
26 751
0
34 661
145 817

14Financial risk and risk management

Guidelines for the finance activities are determined by the financial strategy, which is reviewed and approved by the Board. Norcod aims to limit its exposure to financial risk. The Group is exposed to different financial market risks arising from normal business activities, primarily these risks are:

-Foreign exchange risk -Interest rate risk -Credit risk -Price risk/Liquidity risk -Biological risk

Foreign exchange risk

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

Interest rate risk

Norcod's leasing liabilities and debt to financial institutions are exposed to variable interest rates. This means that Norcod is exposed to changes in interest rates. Adverse movement in interest rates in the future may therefore have a material adverse impact on the Company's financial performance. The book value of biological assets are recognized at net present value of estimated revenues less remaining production costs and is exposed to changes in interest rates.

Credit and Liquidity risk

Note 18 Financial risk Note 18 Financial risk

Biological risk

Other key risks include fluctuations in production, mortality and harvested volumes. A sudden unforeseen change in production, mortality rates, or harvest volumes may impact revenues, production costs and net equity.

Capital management

Norcod's capital management measures is to support long-term growth in Operating profit and Cash Flows from Operations. The Board aims to maintain a healthy balance between liabilities and equity. The capital management measures may be subject to changes due to the financing of the company. Also refer to note 19 for capital management inititatives on improving the financial situation after the balance sheet date.

Norcod is exposed to credit risk related to customers' ability to fulfil their financial obligations. Norcod only has one customer which is deemed to be financially strong and hence the credit risk is considered low. Liquidity risk is currently based on the company's financial position, leasing arrangements and access to financing in the capital market. These may impact the company's ability to meet its financial obligations in the day-to-day activities. Further information is included in the subsequent events section of this report. The Board of Directors assesses the available liquidity at the end of 2024 to be sufficient to finance the company's ordinary operations and operational investments, based on upcoming subsequent events. Overall, the company's credit and liquidity risk are at an acceptable level and under control. Total 437 242 456 314

Maturity structure of Group's debt as of 31 December 2023
Maturity structure of Group's debt as of 31 December 2023
Interest rate Maturity Interest rate
2024
Maturity
2-5 years
5 + years
2024
2-5 years
Total
Debt to financial institutions 8,70 % 2024 - 2036 440 8,70 % 2024 - 2036
14 539
440
0
14 539
14 979
Non-current debt to shareholders and other long-term debt
Non-current debt to shareholders and other long-term debt
12,0 % 2025 12,0 % 14 972
2025
0 14 972
14 972
Leasing liabilities 4,75% - 6,85% 2024 - 2028 4,75% - 6,85%
0
2024 - 2028
103 378
0
0
103 378
124 182
Current Leasing liabilities 4,75% - 6,85% 2024 4,75% - 6,85%
32 642
2024
0
32 642
0
32 642
0
Overdraft facilities 7,73 % 2024 7,73 %
0
119 356
2024
0
0
119 356
119 356
Total interest bearing debt 33 082 252 245 33 082
0
252 245
306 131
Trade payables 2024 135 863 2024
0
135 863
0
135 863
0
Other current liabilities 2024 28 661 2024
0
28 661
0
28 661
0
Total non interest bearing debt 164 524 0 164 524
0
164 524
0
Total debt 197 606 252 245 197 606
0
252 245
470 654
Maturity structure of Group's debt as of 31 December 2024
Maturity structure of Group's debt as of 31 December 2024
Interest rate Maturity Interest rate
2025
Maturity
2-5 years
5 + years
2025
2-5 years
Total
Debt to financial institutions 8,70 % 2025 - 2036 1 898 8,70 % 2025 - 2036
11 635
1 898
3 485
11 635
17 018
Current debt to shareholders and other long-term debt
Current debt to shareholders and other long-term debt
14,0 % 2025 14,0 %
17 213
2025
0
17 213
0
0
17 213
Leasing liabilities 4,75% - 6,85% 2025 - 2031 4,75% - 6,85%
0
2025 - 2031
98 990
12 166
0
98 990
111 156
Current Leasing liabilities 4,75% - 6,85% 2025 4,75% - 6,85%
34 661
2025
0
34 661
0
34 661
0
Overdraft facilities 7,73 % 2025 188 057
7,73 %
2025
0
188 057
0
188 057
0
Total interest bearing debt 241 828 110 626 241 828
15 651
110 626
368 105
Trade payables 2025 119 981 2025
0
119 981
0
119 981
0
Other current liabilities 2025 29 799 2025
0
29 799
0
0
29 799
Total non interest bearing debt 149 780 0 149 780
0
149 780
0
Total debt 391 609 110 626 391 609
15 651
110 626
517 885
Capitalized secured liabilities 31.12.2024
145 817
31.12.2023
156 824
Total liabilities for right-of-use assets
Total liabilities for right-of-use assets
Total 145 817 156 824
Book value of assets pledged as security on leasing liabilities
Book value of assets pledged as security on leasing liabilities
31.12.2024 31.12.2023
Operating assets
Total
193 127
193 127
198 776
198 776
Book value of assets pledged as security on overdraft facility
Book value of assets pledged as security on overdraft facility
31.12.2024 31.12.2023
Concessions, patents, licenses, trademarks and similar rights
Concessions, patents, licenses, trademarks and similar rights
2 000 2 000
Property, plant & equipment 145 933 148 246
Inventories 13 242 8 093
Biological assets 264 423 272 052
Accounts receivables 11 643 25 923

Total 437 242 456 314

Inititatives to secure the company's ability to continue as a going concern

Capital injection through private placement

Management is continuously evaluating the company's ability to continue as a going concern. In assessing whether the going concern assumption is appropriate, all available information for the future is taken into account. During the first half of 2025 the company has initiated actions, both in terms of capital injection and financial debt restructuring, to secure the company's ability to continue as a going concern. The initiatives are described below. Based on the initiated actions, the Board of Directors confirms that the financial statements have been prepared under the assumption of going concern and that this assumption was realistic at the time of the approval of the statements. It is the Board's opinion that the Profit and Loss Account and Balance Sheet with notes provide accurate information on the operations and the financial position at year-end. going concern and that this assumption was realistic at the time of the approval of the statements. It is the Board's opinion that the Profit and Loss Account and Balance Sheet with notes provide accurate information on the operations and the financial position at year-end. Capital injection through private placement

To strengthen operational liquidity and finance further investments in biomass and new locations in accordance with the company's scale-up plan, Norcod successfully raised 165 MNOK in gross proceeds through a private placement of 13.724.225 offer shares at a subscription price of NOK 12 per share in February 2025. The Extraordinary General Meeting held on March 14, 2025 resolved the private placement. Moreover, the extraordinary general meeting on March 14, 2025 resolved to carry out a subsequent repair offering of up to 1.666.666 new shares at a subscription price of NOK 12 per share. The subsequent repair offering was mainly directed towards existing shareholders in the company who were not allocated offer shares in the private placement.

Note 19 Subsequent events Note 19 Subsequent events and going concern

Note 19 Subsequent events Management is continuously evaluating the company's ability to continue as a going concern. In assessing whether the going concern assumption is appropriate, all available information for the future is taken into account. During the first half of 2025 the company has initiated actions, both in terms of capital injection and financial debt restructuring, to secure the company's ability to continue as a going concern. The initiatives are described below. Based on the initiated actions, the Board of Directors confirms that the financial statements have been prepared under the assumption of The board of Norcod AS confirms that the financial statement have been prepared based on the going concern assumption in accordance with the Accounting Act §2-2(8).

Inititatives to secure the company's ability to continue as a going concern

Moreover, the extraordinary general meeting on March 14, 2025 resolved to carry out a subsequent repair offering of up to 1.666.666 new shares at a subscription price of NOK 12 per share. The subsequent repair offering was mainly directed towards existing shareholders in the company who were not allocated offer shares in the private placement. Following the registration of the share capital increase, the company will have a registered share capital of TNOK 28.830 divided into 57.659.573 shares, each with a nominal value of NOK 0.5. Following the private placement, the three main shareholders are Artha Norcod (42,8%), Highliner Foods Inc. (18,5%) and Sirena Group (8,4%).

Following the registration of the share capital increase, the company will have a registered share capital of TNOK 28.830 divided into 57.659.573 shares, each with a nominal value of NOK 0.5. Following the private placement, the three main shareholders are Artha Norcod (42,8%), Highliner Foods Inc. (18,5%) and Sirena Group (8,4%). The net cash contribution from the private placement and the subsequent repair offering totals 158 MNOK.

The net cash contribution from the private placement and the subsequent repair offering totals 158 MNOK. Extension of bank overdraft Norcod's overdraft facility of 125 MNOK issued by DNB was originally due for repayment in September 2024. However, in the second quarter of 2024,

Extension of bank overdraft availible spring 2025 and an extension of the overdraft facility in 2026 with a minimum of 80 MNOK, subject to compliance with financial covenants.

Norcod's overdraft facility of 125 MNOK issued by DNB was originally due for repayment in September 2024. However, in the second quarter of 2024, DNB agreed to extend the repayment by one year to September 2025 with an ambition to renew the facility upon maturity. The available overdraft limit was originally increased by 75 MNOK, to a total of 200 MNOK. In addition, DNB has in Q1-25 commited to 30 MNOK in new term loan facility availible spring 2025 and an extension of the overdraft facility in 2026 with a minimum of 80 MNOK, subject to compliance with financial covenants. The extension of the overdraft strengthens Norcod's operational liquidity at predictable terms and contributes to steady liquidity in the company's running operations. The extension of the overdraft strengthens Norcod's operational liquidity at predictable terms and contributes to steady liquidity in the company's running operations.

To strengthen operational liquidity and finance further investments in biomass and new locations in accordance with the company's scale-up plan, Norcod successfully raised 165 MNOK in gross proceeds through a private placement of 13.724.225 offer shares at a subscription price of NOK 12 per

share in February 2025. The Extraordinary General Meeting held on March 14, 2025 resolved the private placement.

DNB agreed to extend the repayment by one year to September 2025 with an ambition to renew the facility upon maturity. The available overdraft limit was originally increased by 75 MNOK, to a total of 200 MNOK. In addition, DNB has in Q1-25 commited to 30 MNOK in new term loan facility

Based on this assessment, the Board of Directors and the Chief Executive Officer are of the opinion that there is no material uncertainty regarding the entity's ability to continue as a going concern.

tall i : 1 000

tall i : 1 000
PARENT COMPANY INCOME STATEMENT
Parent company income statement
BALANCE SHEET
Balance sheet
Note 2024 2023
(Amounts in NOK '000) (Amounts in NOK '000)
Operating revenue and costs ASSETS
Operating revenue 1 381 977 249 155 Non-current assets
Total operating revenue 381 977 249 155
Cost of materials 2 382 087 336 435
Change in inventory and biological assets 2 -4 071 -62 896
Salaries and personnel expenses 3 60 689 56 153
Depreciation 4, 5 10 079 8 854
Other operating expenses 6, 7 139 428 123 013
Total operating expenses 588 212 461 560
Operating result -206 235 -212 405
Financial items
Other interest income 9 288 67
Other financial income 9 950 784
Write-downs on fixed financial assets 8, 9 502 7 524
Other interest expenses 9 17 886 26 298
Other financial expense 9 2 611 8 886
Net financial items -19 762 -41 856
Result before tax -225 996 -254 261
Income tax expense 10 -175 -301
Net profit or loss for the year -225 821 -253 960
Loss attributed to:
Transferred to/from other paid-in equity -0 -0
Transferred to/from retained earnings -225 821 -253 960
Net result for the year -225 821 -253 960
Note 31.12.2024 31.12.2023
(Amounts in NOK '000)
ASSETS
Non-current assets
Concessions, patents, licenses, trademarks and similar rights 2 000 2 000
Total intangible assets 2 000 2 000
Land, buildings and other property 4, 5 5 122 5 758
Machinery and equipment 4, 5 38 038 30 178
Boats and fleets 4, 5 28 180 31 591
Fixtures and fittings, tools, office machinery and equipment 4, 5 3 095 3 337
Total tangible assets 74 434 70 863
Investments in subsidiaries 8 79 741 80 363
Investment in shares 1 0 502
Total financial fixed assets 79 741 80 864
TOTAL NON-CURRENT ASSETS 156 175 153 728
Inventory and biological assets 2 276 182 278 367
Trade receivables 12 385 25 660
Receivables on group companies 1 28 220 28 513
Other short-term receivables and prepayments 1 20 210 21 425
Total receivables 60 815 75 598
Cash and cash equivalents 11 21 110 16 677
TOTAL CURRENT ASSETS 358 107 370 642
TOTAL ASSETS 514 282 524 370

1 000

Other equity
Other paid-in
2023 Share capital Share premium equity Retained earnings Total equity
Equity as of 1 jan 2023 9 590 556 838 -388 744 177 685
Issue of shares 10.05.2023 3 175 176 065 179 240
Issue of shares 05.07.2023 289 19 592 19 881
Issue of shares 13.07.2023 164 9 350 9 514
Issue of shares 25.08.2023 1 477 84 196 85 673
Net profit/loss for the year -253 960 -253 960
Equity as of 31 Dec 2023 14 694 846 042 0 -642 704 218 032
Other paid-in
2024 Share capital Share premium equity Retained earnings Total equity
Equity as of 1 jan 2024 14 694 846 042 -642 704 218 032
Issue of shares 11.03.2024 773 17 184 17 957
Issue of shares 20.03.2024 6 310 140 246 146 556
Issue of shares 15.04.2024 105 1 671 1 776
Net profit/loss for the year 0 0 -225 821 -225 821
Equity as of 31 Dec 2024 21 882 1 005 143 0 -868 525 158 500

STATEMENT OF CHANGE IN EQUITY

1 000
Balance sheet
BALANCE SHEET 1 000
Statement of change in equity
Note 31.12.2024 31.12.2023
(Amounts in NOK '000)
EQUITY AND LIABILITIES
Equity
Share capital 12 21 902 14 714
Treasury shares -19 -19
Share premium 1 005 143 846 042
Total paid-in equity 1 027 025 860 736
Retained earnings -868 525 -642 704
Total retained earnings -868 525 -642 704
TOTAL EQUITY 158 500 218 032
Liabilities
Long-term leasing liabilities 13 12 604 19 046
Other non-current liabilities 1, 13 17 213 14 305
Total non-current liabilities 29 817 33 351
Liabilities to financial institutions 13 187 086 117 911
Trade payables 115 870 131 052
Public duties payable 2 624 2 025
Other current liabilities 1, 15 20 385 21 999
Total current liabilities 325 965 272 987
TOTAL LIABILITIES 355 782 306 337
TOTAL EQUITY AND LIABILITIES 514 282 524 370

Renate Larsen Chair of the Board

Boe R. Spurré Member of the Board

Trondheim, 28. May 2025

Jan S. Sølbæk Member of the Board

Paul Jewer Member of the Board

Trine L. Danielsen Member of the Board

Christian Riber General Manager/ CEO

1 000

Note 2024 2023
(Amounts in NOK '000)
Profit/loss before income taxes -225 996 -254 261
Cash flow from operations
Depreciation 4, 5 10 079 8 854
Impairmentof fixed assets 8 502 7 524
Change in inventory and biological assets 2 2 185 -62 896
Change in trade debtors 13 275 12 811
Change in trade creditors -15 182 16 789
Change in other accruals 2 831 23 091
Net cash flow from operations -212 307 -248 089
Cash flow from investments
Purchase of fixed assets 4, 5 -13 650 -13 681
Proceeds from sale of subsidaries and associated companies 8 0 35 000
Aquisition of subsidiaries 8 0 -8 912
Investments and loans in subsidary and associated companies 8 0 40 000
Group contribution received 10 1 367 0
Net cash flow from investments -12 283 52 406
Cash flow from financing
Repayment of Interest-bearing debt 0 -12 164
Repayment of lease liabilities -7 432 -7 089
Interest paid 9 991 -3 340
Net change in bank overdraft 13 69 175 47 767
Proceeds from issuance of equity 166 289 184 907
Net cash flow from financing 229 022 210 080
Net change in cash and cash equivalents 4 433 14 398
Cash and cash equivalents at the beginning of the period 16 677 2 279
Cash and cash equivalents at the end of the period 21 110 16 677

STATEMENT OF CASH FLOW

Notes to the annual financial statement
Note 1 Transactions and balance with group companies and related parties
Note 2 Inventory and biological assets
Note 3 Payroll expenses, number of employees, remunerations, loans to employees, etc.
Note 4 Property, plant and equipment
Note 5 Right-of-use Assets
Note 6 Other operating expenses
Note 7 Auditor's fees
Note 8 Subsidiaries, associated companies and investment in other companies
Note 9 Specification of financial income and expenses
Note 10 Taxation
Note 11 Cash and bank deposits
Note 12 Share capital and shareholder information
Note 13 Liabilities, securities and guarantees etc.
Note 14 Financial risk
Note 15 Subsequent events

Statement of cash flow Notes NOTES

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. The annual financial statement was approved by the board on May 28, 2025.

Revenues

The company's operating revenue derive mainly from sale of cod. Operating revenue from the sale of goods are recognized 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

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

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

Inventories and biological assets

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

Debtors

Trade debtors are recognized 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 recognized at the lower of nominal and net realizable value. Net realizable value is the present

Liabilities

Liabilities are recognized in the balance sheet at face value.

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.

The annual financial statement was approved by the board on May 28, 2025.

Revenues

The company's operating revenue derive mainly from sale of cod. Operating revenue from the sale of goods are recognized 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.

Accounting principles Accounting Principles

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

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

NOTES TO THE ANNUAL FINANCIAL STATEMENT Notes to the annual financial statement

cost to sell and the value in use.

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

longer present.

Inventories and biological assets

Inventories and biological assets are valued at the lower of purchase cost (according to the FIFO principle) and fair value. Biological assets comprise live fish stocks. Acquisition cost for these goods is direct costs and a proportionately share of indirect variable and fixed manufacturing

sales date sales costs and manufacturing costs incurred to bring goods to finished goods.

Debtors

Trade debtors are recognized 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 recognized at the lower of nominal and net realizable value. Net realizable value is the present value of estimated future payments. When the effect of a write-down is insignificant for accounting purposes this is, however, not carried out. Provisions for bad debts are valued the same way as for the trade debtors.

Liabilities

Liabilities are recognized in the balance sheet at face value.

NOTES TO THE ANNUAL FINANCIAL STATEMENT

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.

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. Currency gains and currency losses classified as financial items.

Cash flow

The cash flow statement is prepared according to the indirect method. Cash and cash equivalents include cash and bank deposits. The cash flow illustrates the company's total cash flow by operating activities, investing activities and financing activities.

Artha Cod Loan* 2024
0
2023
0
Total 0 0
Transactions with related parties 2024 2023
Sales to Sirena Group 0 0
Purchases from Sirena Group 52 413 39 223
Purchases from Artha Holding AS 0 9 910
Interest expenses Artha Cod 0 6 323
Transactions with group companies 2024 2023
Sale from group companies to Norcod AS 79 914 36 079
Group contributions from subsidiaries 797 1 367
Balance with related parties Other liabilities

Contractually all product sales of harvested cod from Norcod are transacted through sales agens Sirena Group with TNOK 368 659 in 2024 and TNOK 223 641 in 2023. The end custormers of Sirena Group are not related parties.

*Long term loans of TNOK 13 368 were reissued in Aug. 23 when TNOK 88 606 was converted into shares. Carrying amount includes accrued interest. The loans are issued in DKK and are due in Aug 2025. The loans are not shareholder loans.

Note 1
Note 1
4
Transactions and balance with group companies and related parties
Transactions and balance with group companies and related parties
Note 3
Note 3
8
Payroll expenses, number of employees, remunerations, loans to employees, etc.
Payroll expenses, number of employees, remunerations, loans to employees, etc.
Other receivables
2024
2023 Payroll expenses
Wages and salaries
2024
49 762
Group companies
Associated companies
28 220
0
28 513
0
Payroll tax
Pension expenses
3 647
2 276
Other companies
Total
0
28 220
5 000
33 513
Other benefits
Total
5 004
60 689
Average number of full-time-equivalents 44
Note 2
Note 2
Inventory and biological assets
Inventory and biological assets
2
Specification of the change in biological assets for the period:
2024 2023
Biological assets as of 01.01
Increase resulting from production in the period
272 052
386 393
206 758
338 928
Write-down of inventory
* Non-recurring items
17 740
-28 896
38 623
Reduction due to harvesting in the period -382 866 -312 257
Total biological assets as of 31.12 264 423 272 052
Specification of inventory: 2024 2023
Feed and other materials 11 758 6 314
Total inventory 11 758 6 314

*Inventory has been written down to fair value according to the fair value adjustment of the biomass, as described in note 3 in the Consolidated Financial Statements for 2024. **During the year, the company was affected by extraordinary mortality caused by high sea temperatures and a non-recurring fish escape incident.

Note 3
8
Payroll expenses, number of employees, remunerations, loans to employees, etc.
Payroll expenses 2024 2023
Wages and salaries 49 762 51 085
Payroll tax 3 647 3 394
Pension expenses 2 276 1 973
Other benefits 5 004 -299
Total 60 689 56 153
Average number of full-time-equivalents 44 55
The company follows the agreement on a mandatory occupational pension (OTP) for all employees.
Remuneration to key managemenet Salary Bonus Payments in kind Total
Christian Riber CEO 3 071 2 000 4 5 076
Chris Guldberg COO* 1 046 0 20 1 066
Stian Vollan-Hansen CFO** 117 0 1 118
Arve Olav Lervåg CPO** 123 1 124
Kia Zadegan COO*** 1 637 1 024 2 661
Arne Kristian Hoset CFO*** 919 50 11 980
Hilde R. Storhaug CSO*** 1 433 617 2 049
Total 8 346 2 050 1 678 12 074
Directors fee 2024 2023
Renate Larsen Chair 250 250
Jan Severin Sølbæk Board member 125 125
Trine L. Danielsen Board member 125 125
Boe R. Spurré Board member 125 125
Note 3
8
Payroll expenses, number of employees, remunerations, loans to employees, etc.
Payroll expenses 2024 2023
Wages and salaries 49 762 51 085
Payroll tax 3 647 3 394
Pension expenses 2 276 1 973
Other benefits 5 004 -299
Total 60 689 56 153
Average number of full-time-equivalents 44 55
The company follows the agreement on a mandatory occupational pension (OTP) for all employees.
Remuneration to key managemenet Salary Bonus Payments in kind Total
Christian Riber CEO 3 071 2 000 4 5 076
Chris Guldberg COO* 1 046 0 20 1 066
Stian Vollan-Hansen CFO** 117 0 1 118
Arve Olav Lervåg CPO** 123 1 124
Kia Zadegan COO*** 1 637 1 024 2 661
Arne Kristian Hoset CFO*** 919 50 11 980
Hilde R. Storhaug CSO*** 1 433 617 2 049
Total 8 346 2 050 1 678 12 074
Directors fee 2024 2023
Renate Larsen Chair 250 250
Jan Severin Sølbæk Board member 125 125
Trine L. Danielsen Board member 125 125
Boe R. Spurré Board member 125 125

Paul Jewer Board member 125 Peter Buhl Board member 125 Total 750 750

* Chris Guldberg was employed by the company in April 2024.

The company's existing share option program has been discontinued. As of the reporting date, no new options remain outstanding under this program. The Board of Directors is currently evaluating the implementation of a new share option program, which is expected to be introduced in 2025. The details and structure of the new program are under review and will be disclosed once finalized.

** Stian Vollan-Hansen and Arve Olav Lervåg where employed by the company in December 2024. *** During the financial year 2024, Kia Zadegan, Arne Kristian Hoset and Hilde R. Storhaug left the company. Total severance payments of TNOK 1 600 were made in accordance with the company's policies.

The CEO bonus is settlement of a four-year contractual compensation program, entered into at the start of the CEO's service. This agreement from 2021 is now fullfilled, and a new performance based compensation scheme is under development.

For additional information please see notes in the consolidated accounts.

Land, buildings Machinery and Boats and Other operating Total
(NOK 1 000) a.o. property equipment fleets assets fixed assets
Purchase cost 01.01 3 716 2 458 42 930 1 967 51 071
Additions 114 156 269
Disposals 123 123
Purchase cost 31.12 3 830 2 458 43 209 1 967 51 464
Accumulated depreciation 01.01 -994 -819 -11 790 -671 -14 275
Depreciations -619 -246 -3 393 -438 -4 696
Accumulated depreciation 31.12 -1 613 -1 065 -15 184 -1 109 -18 971
Net book value 31.12 2 217 1 393 28 025 858 32 493
Expected useful life 6 - 25 years 3 - 15 years 10 - 15 years 3 - 10 years
Depreciation plan Straight-line Straight-line Straight-line Straight-line

Norcod AS applies NRS 14 Leases, and the leases mainly consist of floating installations, vessels and movable property with different lease terms. When entering into a contract, it is assessed whether an agreement contains a lease agreement that gives the company the right to control the use of an identified asset. If the lease is identified as such, assets and related liabilities are recognized at the start of the lease. The company determines the lease as the non-cancellable lease, together with periods covered by an option to extend the lease if it is reasonably certain to be exercised, or a period covered by an option to terminate the lease if it is reasonably safely exercised. The company has not entered into any significant operational lease contracts.

Note 6 Other operating expenses

(NOK 1 000) 2024 2023
Freight and insurance regarding sales 33 766 27 738
Sales commission 18 647 11 485
Fuel 7 767 7 080
Maintenance 22 731 18 654
Rental of equipment and offices 28 028 22 425
Expenses related to work of licenses and site surveys of locations 118 1 991
External fees 9 259 7 402
Insurance 2 509 2 854
Expenses related to sea farms and juvenile cod 0 8 949
Interest expenses related to equipment leasing in the group's subsidiaries * 9 004 0
Other 7 599 14 437
Total 139 428 123 013
Note 4
Note 4
Tangible assets
Tangible assets Note 7
Note 7
Auditor's fees
Auditor's fees
2
(NOK 1 000)
Land, buildings
a.o. property
Machinery and
equipment
Boats and
fleets
Other operating
assets
Total
fixed assets
9
Purchase cost 01.01 6 877 39 530 43 428 4 972 94 807
Additions 114 12 681 156 823 13 773
Disposals -123 -123
Purchase cost 31.12 6 991 52 211 43 460 5 795 108 457
Accumulated depreciation 01.01 -1 119 -9 352 -11 837 -1 635 -23 944
Depreciations -750 -4 821 -3 443 -1 065 -10 079 All auditor's fees are exclusive VAT.
Accumulated depreciation 31.12 -1 869 -14 174 -15 280 -2 700 -34 023
Net book value 31.12 5 122 38 037 28 180 3 095 74 434
Expected useful life 6 - 25 years 3 - 15 years 10 - 15 years 3 - 10 years
Depreciation plan Straight-line Straight-line Straight-line Straight-line
3

Specification of other operating expenses:

* Reclassification of interest expenses related to equipment leasing

Note 5 Right-of-use Assets Note 5 Right-of-use Assets

As of 2024, interest expenses related to equipment leasing in the group's subsidiaries have been reclassified from financial expenses to operating expenses in the parent company. In 2023, these costs were presented as part of financial expenses. The reclassification has been made to better reflect the operational nature of the underlying leasing arrangements.

Note 7 Auditor's fees
9 2024 2023
Statutory audit 995 694
Other attestation services 151 172
Total 1 146 865
All auditor's fees are exclusive VAT.
Subsidiaries Location Ownership/
voting right
Equity last year
(100 %)
Result last year
(100 %)
Balance sheet
value
Norcod Equipment AS Trondheim 100 % 52 494 1 173 50 030
Kråkøy Slakteri As Åfjord 100 % 8 608 -8 214 21 254
Norcod Kråkøy Eiendom AS Åfjord 100 % 550 254 8 457
Balance sheet value 31.12 79 741
Norcod Kråkøy Norcod Kråkøy
Equipment AS Slakteri AS Eiendom AS
Property, plant & equipment 202 753 42 362 4 528
Inventory 0 1 484 0
Other receivables 790 4 469 525
Cash and cash equivalents 44 1 223 156
Total assets 203 586 49 539 5 209
Total equity 52 494 8 608 550
Non-current liabilities 129 698 26 864 3 500
Liabilities to group companies 17 015 11 508 1 152
Short term debt 4 379 2 559 8
Total equity and liabilities 203 586 49 539 5 209
Note 8
Note 8
3
Subsidiaries, associated companies and investment in other companies
Subsidiaries, associated companies and investment in other companies
Investments in subsidiaries and associated companies are booked according to the cost method.
Ownership/ Equity last year

Investment in other companies

Norcod Equipment AS was established 12.07.2019.

Kråkøy Slakteri AS and Norcod Kråkøy Eiendom AS were acquired by purchasing 100 % of the shares in the two companies in 2023. Norcod AS has received a group contribution of TNOK 797 from Norcod Kråkøy Eiendom AS in 2024. The amount is booked against investments in subsidiaries in the balance sheet.

A condensed interim balance sheet of the companies as of 31 December 2024 is presented as follows for information purposes:

Norcod previously held an investment in Arctic Cod AS, with book value of 0. The investment has been impaired by TNOK 502 in 2024, and Norcod's stake was sold out during the year and settled at book values.

Note 6 Other operating expenses

* Compared to 2023, financial expenses in the parent company are reduced due to a reclassification of interest expenses related to equipment leasing in the group's subsidiaries. These costs are now presented under operating expenses. For further details, see Note 6 – Other operating expenses.

Note 9
Specification of financial income and expenses
13
Note 9
Specification of financial income and expenses
Note 10
Taxation
Note 10
7
Taxation
Financial income 2024 2023
Interest income from group companies and associated companies 0 0
Adjustments due to currency changes 0 0
Other financial income 1 237 851
Total financial income 1 237 851
Financial expenses 2024 2023
Interest expenses long term debt 1 971 6 891
Interest expenses to group and associated companies * 0 7 546
Interest expenses leasing 991 3 340
Adjustments due to currency changes 2 141 8 254
Impairment of shares in subsidiaries 0 7 524
Impairment of other financial fixed assets 502
Other financial expenses 15 395 9 152
Total financial expenses 20 999 42 707
7
Taxable income
2024 2023
Result before taxes -225 996 -254 261
Permanent differences 534 10 892
Items booked against equity -6 217 -15 422
Skattefunn -1 272 -461
+/- Changes in temporary differences -7 572 -58 388
+/- Group contributions received/given 797 1 367
Basis for payable taxes -239 726 -316 273
Change in tax losses carried forward 239 726 316 273
Taxable income 0 0
Tax payable 0 0
Change in deferred tax 0 0
Other changes -175 -301
Tax expense -175 -301
Specification of temporary differences and deferred tax: 31.12.2024 31.12.2023 Change
Fixed assets 10 154 7 992 2 162
Right-of-use assets 19 643 17 751 1 893
Biological assets 264 423 272 052 -7 629
Other differences 0 -11 146 11 146
Net changes in temporary differences 294 221 286 649 7 572
Losses carried forward -1 200 688 -960 962 -239 726
Changes carried forward -1 200 688 -960 962 -239 726
Sum net changes in temporary differences -906 467 -674 313 -232 154
Deferred tax assets 0 0 0
Deferred tax assets not booked -199 423 -148 349 -51 074

Note 11 Cash and bank deposits

Note 11
Cash and bank deposits
Note 11
10
Cash and bank deposits
2024 2023
Bank deposits 21 110 16 677
Cash and bank deposits 21 110 16 677
Of which restricted bank deposits 1 834 1 401

Note 11 Cash and bank deposits

Note 12 Note 12 Share capital and shareholder information Share capital and shareholder information

6

For additional information on ownership structure and purchase and sale of treasury shares please see Note 16 in the consolidated accounts.

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

Liabilities to financial institutions Interest rate Maturity 31.12.2024 31.12.2023
Overdraft facilities 7,75 % 2025 187 086 117 911
Total 187 086 117 911

Norcod AS has given guarantees to credit institutions with respect to their subsidary, Norcod Equipments AS' leasing liabilities. As of 31 December 2024 theese leasing liabilities are TNOK 129 003 and the total recognised leasing liabilities for which Norcod has pledged security amounted to are TNOK 141 607.

acceptable level and under control.

rates, or harvest volumes may impact revenues, production costs and net equity.

Capital management

Note 13
Note 13
Liabilities, securities and guarantees etc.
Liabilities, securities and guarantees etc.
Long-term leasing liabilities 31.12.2024 31.12.2023
Long-term leasing liabilities 12 604 19 046
Total 12 604 19 046

Norcod's capital management measures is to support long-term growth in Operating profit and Cash Flows from Operations. The Board aims to maintain a healthy balance between liabilities and equity. The capital management measures may be subject to changes due to the financing of the company. Also refer to note 15 for capital management inititatives on improving the financial situation after the balance

sheet date.

Note 14 Financial risk

14 Financial risk and risk management

Note 14
Note 14
14 Financial risk and risk management
Note 14
Financial risk
Financial risk
Financial risk

14 Financial risk and risk management Guidelines for the finance activities are determined by the financial strategy, which is reviewed and approved by the Board. Norcod aims to

Guidelines for the finance activities are determined by the financial strategy, which is reviewed and approved by the Board. Norcod aims to limit its exposure to financial risk. The Group is exposed to different financial market risks arising from normal business activities, primarily

Guidelines for the finance activities are determined by the financial strategy, which is reviewed and approved by the Board. Norcod aims to limit its exposure to financial risk. The Group is exposed to different financial market risks arising from normal business activities, primarily these risks are: limit its exposure to financial risk. The Group is exposed to different financial market risks arising from normal business activities, primarily these risks are: -Foreign exchange risk

these risks are:

-Foreign exchange risk -Interest rate risk -Credit risk

-Price risk/Liquidity risk

-Biological risk

-Foreign exchange risk -Interest rate risk -Credit risk -Price risk/Liquidity risk -Biological risk -Interest rate risk -Credit risk -Price risk/Liquidity risk -Biological risk

Foreign exchange risk

Company sales of end products, fresh cod, are denominated mainly in EUR. The Group's revenues are exposed to currency risk.

Foreign exchange risk Foreign exchange risk Company sales of end products, fresh cod, are denominated mainly in EUR. The Group's revenues are exposed to currency risk.

Loan from Artha Holding A/S is in DKK, and is revaluated monthly to NOK.

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

Sales of Cod Fry are in NOK and carry no exchange risk.

Interest rate risk

Interest rate risk Interest rate risk Norcod's leasing liabilities and debt to financial institutions are exposed to variable interest rates. This means that Norcod is exposed to

Norcod's leasing liabilities and debt to financial institutions are exposed to variable interest rates. This means that Norcod is exposed to changes in interest rates. Adverse movement in interest rates in the future may therefore have a material adverse impact on the Company's financial performance. The book value of biological assets are recognized at net present value of estimated revenues less

Norcod's leasing liabilities and debt to financial institutions are exposed to variable interest rates. This means that Norcod is exposed to changes in interest rates. Adverse movement in interest rates in the future may therefore have a material adverse impact on the Company's financial performance. The book value of biological assets are recognized at net present value of estimated revenues less remaining production costs and is exposed to changes in interest rates. changes in interest rates. Adverse movement in interest rates in the future may therefore have a material adverse impact on the Company's financial performance. The book value of biological assets are recognized at net present value of estimated revenues less remaining production costs and is exposed to changes in interest rates.

remaining production costs and is exposed to changes in interest rates.

Credit and Liquidity risk

Norcod is exposed to credit risk related to customers' ability to fulfil their financial obligations. Norcod only has one customer which is

Credit and Liquidity risk Norcod is exposed to credit risk related to customers' ability to fulfil their financial obligations. Norcod only has one customer which is Norcod is exposed to credit risk related to customers' ability to fulfil their financial obligations. Norcod only has one customer which is deemed to be financially strong and hence the credit risk is considered low.

deemed to be financially strong and hence the credit risk is considered low.

Liquidity risk is currently based on the company's financial position, leasing arrangements and access to financing in the capital market. These may impact the company's ability to meet its financial obligations in the day-to-day activities. Further information is included in the subsequent events section of this report. The Board of Directors assesses the available liquidity at the end of 2024 to be sufficient to finance the company's ordinary operations and operational investments. Overall, the company's credit and liquidity risk are at an

deemed to be financially strong and hence the credit risk is considered low. Liquidity risk is currently based on the company's financial position, leasing arrangements and access to financing in the capital market. These may impact the company's ability to meet its financial obligations in the day-to-day activities. Further information is included in the subsequent events section of this report. The Board of Directors assesses the available liquidity at the end of 2024 to be sufficient to finance the company's ordinary operations and operational investments. Overall, the company's credit and liquidity risk are at an Liquidity risk is currently based on the company's financial position, leasing arrangements and access to financing in the capital market. These may impact the company's ability to meet its financial obligations in the day-to-day activities. Further information is included in the subsequent events section of this report. The Board of Directors assesses the available liquidity at the end of 2024 to be sufficient to finance the company's ordinary operations and operational investments. Overall, the company's credit and liquidity risk are at an acceptable level and under control.

acceptable level and under control.

Biological risk

Other key risks include fluctuations in production, mortality and harvested volumes. A sudden unforeseen change in production, mortality

Biological risk Other key risks include fluctuations in production, mortality and harvested volumes. A sudden unforeseen change in production, mortality Other key risks include fluctuations in production, mortality and harvested volumes. A sudden unforeseen change in production, mortality rates, or harvest volumes may impact revenues, production costs and net equity.

rates, or harvest volumes may impact revenues, production costs and net equity.

Capital management

Norcod's capital management measures is to support long-term growth in Operating profit and Cash Flows from Operations. The Board aims to maintain a healthy balance between liabilities and equity. The capital management measures may be subject to changes due to the financing of the company. Also refer to note 15 for capital management inititatives on improving the financial situation after the balance sheet date.

Credit and Liquidity risk

|--|

Biological risk

Capital management

Norcod's capital management measures is to support long-term growth in Operating profit and Cash Flows from Operations. The Board aims to maintain a healthy balance between liabilities and equity. The capital management measures may be subject to changes due to the financing of the company. Also refer to note 15 for capital management inititatives on improving the financial situation after the balance

sheet date.

To strengthen operational liquidity and finance further investments in biomass and new locations in accordance with the company's scale-up plan, Norcod successfully raised 165 MNOK in gross proceeds through a private placement of 13.724.225 offer shares at a subscription price of NOK 12 per

Management is continuously evaluating the company's ability to continue as a going concern. In assessing whether the going concern assumption is appropriate, all available information for the future is taken into account. During the first half of 2025 the company has initiated actions, both in terms of capital injection and financial debt restructuring, to secure the company's ability to continue as a going concern. The initiatives are described The board of Norcod AS confirms that the financial statement have been prepared based on the going concern assumption in accordance with the Accounting Act §2-2(8).

Inititatives to secure the company's ability to continue as a going concern Note 15 Subsequent events

were not allocated offer shares in the private placement.

Foods Inc. (18,5%) and Sirena Group (8,4%).

Extension of bank overdraft

Norcod's overdraft facility of 125 MNOK issued by DNB was originally due for repayment in September 2024. However, in the second quarter of 2024, DNB agreed to extend the repayment by one year to September 2025 with an ambition to renew the facility upon maturity. The available overdraft

below. Based on the initiated actions, the Board of Directors confirms that the financial statements have been prepared under the assumption of going concern and that this assumption was realistic at the time of the approval of the statements. It is the Board's opinion that the Profit and Loss Account and Balance Sheet with notes provide accurate information on the operations and the financial position at year-end. Capital injection through private placement Management is continuously evaluating the company's ability to continue as a going concern. In assessing whether the going concern assumption is appropriate, all available information for the future is taken into account. During the first half of 2025 the company has initiated actions, both in terms of capital injection and financial debt restructuring, to secure the company's ability to continue as a going concern. The initiatives are described below. Based on the initiated actions, the Board of Directors confirms that the financial statements have been prepared under the assumption of going concern and that this assumption was realistic at the time of the approval of the statements. It is the Board's opinion that the Profit and Loss Account and Balance Sheet with notes provide accurate information on the operations and the financial position at year-end.

share in February 2025. The Extraordinary General Meeting held on March 14, 2025 resolved the private placement. Capital injection through private placement

Moreover, the extraordinary general meeting on March 14, 2025 resolved to carry out a subsequent repair offering of up to 1.666.666 new shares at a subscription price of NOK 12 per share. The subsequent repair offering was mainly directed towards existing shareholders in the company who To strengthen operational liquidity and finance further investments in biomass and new locations in accordance with the company's scale-up plan, Norcod successfully raised 165 MNOK in gross proceeds through a private placement of 13.724.225 offer shares at a subscription price of NOK 12 per share in February 2025. The Extraordinary General Meeting held on March 14, 2025 resolved the private placement.

Based on this assessment, the Board of Directors and the Chief Executive Officer are of the opinion that there is no material uncertainty regarding the entity's ability to continue as a going concern.

Inititatives to secure the company's ability to continue as a going concern

Following the registration of the share capital increase, the company will have a registered share capital of TNOK 28.830 divided into 57.659.573 shares, each with a nominal value of NOK 0.5. Following the private placement, the three main shareholders are Artha Norcod (42,8%), Highliner Moreover, the extraordinary general meeting on March 14, 2025 resolved to carry out a subsequent repair offering of up to 1.666.666 new shares at a subscription price of NOK 12 per share. The subsequent repair offering was mainly directed towards existing shareholders in the company who were not allocated offer shares in the private placement.

The net cash contribution from the private placement and the subsequent repair offering totals 158 MNOK. Following the registration of the share capital increase, the company will have a registered share capital of TNOK 28.830 divided into 57.659.573 shares, each with a nominal value of NOK 0.5. Following the private placement, the three main shareholders are Artha Norcod (42,8%), Highliner Foods Inc. (18,5%) and Sirena Group (8,4%).

limit was originally increased by 75 MNOK, to a total of 200 MNOK. In addition, DNB has in Q1-25 commited to 30 MNOK in new term loan facility Extension of bank overdraft

availible spring 2025 and an extension of the overdraft facility in 2026 with a minimum of 80 MNOK, subject to compliance with financial covenants. The extension of the overdraft strengthens Norcod's operational liquidity at predictable terms and contributes to steady liquidity in the company's running operations. Norcod's overdraft facility of 125 MNOK issued by DNB was originally due for repayment in September 2024. However, in the second quarter of 2024, DNB agreed to extend the repayment by one year to September 2025 with an ambition to renew the facility upon maturity. The available overdraft limit was originally increased by 75 MNOK, to a total of 200 MNOK. In addition, DNB has in Q1-25 commited to 30 MNOK in new term loan facility availible spring 2025 and an extension of the overdraft facility in 2026 with a minimum of 80 MNOK, subject to compliance with financial covenants. The extension of the overdraft strengthens Norcod's operational liquidity at predictable terms and contributes to steady liquidity in the company's running operations.

The net cash contribution from the private placement and the subsequent repair offering totals 158 MNOK.

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@ KPMG AS, a Norwegian limited liability company and a member firm of the KPMG global organization of independent member - Oslo
firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
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Annual Report 2024

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norcod.com Annual Report 2024

This report is produced and designed by MAD (Media and Digital ltd). Norcod AS has gathered and submitted the data used in this report.

The information contained in this report is provided on an "as-is" basis without any guarantees of completeness, accuracy, usefulness, or timeliness. This report has been verified by an independent third party.

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