Norcod — Capital/Financing Update 2026

May 12, 2026

NORCOD AS: CONTEMPLATED PRIVATE PLACEMENT

NORCOD AS: CONTEMPLATED PRIVATE PLACEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL.

Reference is made to the stock exchange notice from Norcod AS ("Norcod" or the

"Company") published on 30 April 2026 regarding the contemplated private

placement of new shares and new debt financing. Today, the Company announces

that it intends to raise gross proceeds in the amount of approximately NOK 100

million at a price of NOK 10 per share (the "Offer Price"), implying issuance

of approx. 10 million new shares in the Company (the "Offer Shares") (the

"Private Placement"). The Private Placement is supported by the Shareholder

Loan (as defined below) from Jerónimo Martins Agro-Alimentar S.A, which

together with received pre-commitments will ensure that the Private Placement

is fully covered. DNB Carnegie, a part of DNB Bank ASA, acts as sole

bookrunner for the Private Placement (the "Manager").

The net proceeds from the Private Placement, together with the net proceeds

from the New Debt Commitment (as defined and outlined below) and operational

cash flow will be used to [support the Company's continued growth and

upscaling strategy, including scaling up biomass and for general corporate

purposes].

In connection with, and subject to completion of the Private Placement, DNB

Bank ASA is committing an additional debt financing of NOK [120] million and

Innovasjon Norge is expected to commit a new loan in the amount of NOK [50]

million (subject to credit committee approval), to support the Company's

growth plans (the "New Debt Commitment").

The Company has received pre-commitments for Offer Shares at the Offer Price

for an amount equal to NOK 78 million from the main shareholders and certain

primary insiders and close associates, including Jerónimo Martins

Agro-Alimentar S.A (the "Pre-committed Investors").

In addition to the pre-commitment, Jerónimo Martins Agro-Alimentar S.A intends

to provide a shareholder loan for up to NOK 30 million (the "Shareholder

Loan") to secure that the Private Placement is fully covered, based on the

received pre-commitments together with the Shareholder Loan. The Shareholder

Loan will be scaled back depending on demand from other investors in the

Private Placement.

The Private Placement will be directed towards Norwegian and international

investors, in each case subject to an exemption being available from offer

prospectus requirements and any other filing or registration requirements in

the applicable jurisdictions and subject to other selling restrictions. The

minimum application and allocation amount has been set to the NOK equivalent

of EUR 100,000. The Company may, however, at its sole discretion, allocate an

amount below EUR 100,000 to the extent applicable exemptions from the offer

prospectus requirement pursuant to the Norwegian Securities Trading Act and

ancillary regulations are available.

The application period in the Private Placement commences today at 09:00 CEST

and will close today at 16:30 CEST (the "Application Period"). The Company and

the Manager may, at their sole discretion, extend or shorten the Application

Period at any time and for any reason and on short or without notice. If the

Application Period is extended or shortened, the other dates referred to

herein might be changed accordingly. The allocation of Offer Shares will be

determined after the end of the Application Period, and the final allocation

will be made at the sole discretion of Norcod's board of directors (the

"Board").

The Company will announce the final number of Offer Shares placed in a stock

exchange announcement expected to be published before the opening of trading

on Euronext Growth Oslo on 13 May 2026.

Completion of the Private Placement is subject to (i) the Board resolving to

consummate the Private Placement, allocate the Offer Shares and resolving to

summon for the EGM (as defined below), (ii) a resolution by the EGM to

increase the share capital in order to facilitate the issuance of the Offer

Shares and (iii) the Share Lending Agreement (as defined below) being in full

force and effect. Completion of the DVP settlement of the Private Placement is

furthermore subject to the shares to be borrowed pursuant to the Share Lending

Agreement being available to the Manager. The Company reserves the right to

cancel or modify the terms of the Private Placement at any time and for any

reason prior to notification of allocation. Neither the Manager nor the

Company or any of their directors, officer, employees, representatives, or

advisors will be liable for any losses if the Private Placement is cancelled

or modified, irrespective of the reason for such cancellation or modification.

The Offer Shares, other than Offer Shares allocated to ArthaScope

Kapitalforvaltning A/S, High Liner Foods and Sirena Group AS, are expected to

be settled on a delivery versus payment basis on or about 29 May 2026 by

delivery of existing and unencumbered shares in the Company that are already

listed on Euronext Growth Oslo pursuant to a share lending agreement (the

"Share Lending Agreement") to be entered into between the Company, the Manager

and [Artha Norcod A/S]. New shares in the Private Placement will be issued by

the extraordinary general meeting of the Company planned to be held on or

about 27 May 2026 (the "EGM") and will be used to settle the share loan

pursuant to the Share Lending Agreement. The Offer Shares (other than Offer

Shares allocated to ArthaScope Kapitalforvaltning A/S, High Liner Foods and

Sirena Group AS) will be tradable upon approval of the Private Placement and

issuance of the Offer Shares by the EGM.

Allocation of Offer Shares will be made at the sole discretion of the Board,

in consultation with the Manager, and will be based on criteria such as (but

not limited to) pre-commitments, perceived investor quality, existing

ownership in the Company, timeliness of the application, early indication,

relative order size, sector knowledge, investment history and investment

horizon. Other than the Pre-committed Investors, there is no guarantee that

any potential investor will be allocated Offer Shares. Notification of

conditional allocation is expected to be issued to the applicants by the

Manager on or about 13 May 2026.

The Board has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Private Limited Liability Companies Act, and

is of the opinion that the proposed Private Placement is in compliance with

these requirements. The Board has considered alternative structures for the

raising of new equity. Following careful considerations, the Board is of the

view that it will be in the common interest of the Company and its

shareholders to raise equity through a private placement setting aside the

pre-emptive rights of the shareholders. By structuring the transaction as a

private placement, the Company expects to be in a position to complete the

share issue in today's market conditions in an efficient manner and at a

higher subscription price than would have been the case for a rights issue.

Taking into consideration the time, costs and expected terms of alternative

methods of the securing the desired funding, the Board has concluded that

offering new shares in a private placement on acceptable terms at this time is

in the common interest of the shareholders of the Company.

The Company may, subject to completion of the Private Placement and the Board

being granted an authorization to this effect at the EGM, consider conducting

a subsequent repair offering of new shares (the "Subsequent Offering"). If

carried out, the size and structure of the Subsequent Offering shall be in

line with market practice and be directed towards existing eligible

shareholders in the Company as of 12 May 2026 (as registered in the CSD two

trading days thereafter) (the "Record Date") who (i) were not included in the

pre-sounding phase of the Private Placement, (ii) were not allocated Offer

Shares in the Private Placement, and (iii) are not resident in a jurisdiction

where such offering would be unlawful or, would (in jurisdictions other than

Norway) require any prospectus, filing, registration or similar action (the

"Eligible Shareholders"). The Subsequent Offering will be subject to approval

by the EGM, whereas the Eligible Shareholders will receive non-tradeable

subscription rights based on their registered shareholdings as at the Record

Date. Completion of the Subsequent Offering will be subject to (i) completion

of the Private Placement, (ii) relevant corporate resolutions, including

approval by the EGM, (iii) the trading price of the Company's shares exceeding

the Subscription Price and (iv) if required, the preparation and publication

of a national prospectus (the "Prospectus") by the Company. The subscription

period for any Subsequent Offering (if made) is expected to commence shortly

after the EGM.

Advokatfirmaet Haavind AS is acting as legal advisor for Norcod in connection

with the Private Placement.

Updated Company Presentation from May is attached.

For further information, please contact:

Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail:

cr@norcod.no

Stian Hansen, Chief Financial Officer, phone: +47 481 78 846, E-mail:

sh@norcod.no

About Norcod:

Norcod's core business is commercial sea farming of cod and is involved in the

entire value chain through ownership and partnerships. Norcod's existing fish

farms are located in Mid-Norway and along the Helgeland coast with ideal

conditions for cod. The company is contributing to blue ocean value creation

with minimal impact on the environment while supporting local communities.

Norcod is listed on Oslo's Euronext Growth market.

IMPORTANT NOTICE

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities

laws.

The Company does not intend to register any part of the offering or their

securities in the United States or to conduct a public offering of securities

in the United States. Any sale in the United States of the securities

mentioned in this announcement will be made solely to "qualified institutional

buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer

without an approved prospectus in such EEA Member State. The expression

"Prospectus Regulation" means Regulation 2017/1129 as amended together with

any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at

persons in the United Kingdom that are (i) investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth

entities, and other persons to whom this announcement may lawfully be

communicated, falling within Article 49(2)(a) to (d) of the Order (all such

persons together being referred to as "relevant persons"). This communication

must not be acted on or relied on by persons who are not relevant persons. Any

investment or investment activity to which this communication relates is

available only for relevant persons and will be engaged in only with relevant

persons. Persons distributing this communication must satisfy themselves that

it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect",

"anticipate", "strategy", "intends", "estimate", "will", "may", "continue",

"should" and similar expressions. The forward-looking statements in this

release are based upon various assumptions, many of which are based, in turn,

upon further assumptions. Although the Company believes that these assumptions

were reasonable when made, these assumptions are inherently subject to

significant known and unknown risks, uncertainties, contingencies and other

important factors which are difficult or impossible to predict and are beyond

its control.

Actual events may differ significantly from any anticipated development due to

a number of factors, including without limitation, changes in investment

levels and need for the Company's services, changes in the general economic,

political and market conditions in the markets in which the Company operate,

the Company's ability to attract, retain and motivate qualified personnel,

changes in the Company's ability to engage in commercially acceptable

acquisitions and strategic investments, and changes in laws and regulation and

the potential impact of legal proceedings and actions. Such risks,

uncertainties, contingencies and other important factors could cause actual

events to differ materially from the expectations expressed or implied in this

release by such forward-looking statements. The Company does not provide any

guarantees that the assumptions underlying the forward-looking statements in

this announcement are free from errors nor does it accept any responsibility

for the future accuracy of the opinions expressed in this announcement or any

obligation to update or revise the statements in this announcement to reflect

subsequent events. You should not place undue reliance on the forward-looking

statements in this announcement. The information, opinions and forward-looking

statements contained in this announcement speak only as at its date and are

subject to change without notice. The Company does not undertake any

obligation to review, update, confirm, or to release publicly any revisions to

any forward-looking statements to reflect events that occur or circumstances

that arise in relation to the content of this announcement.

Neither the Manager nor any of its affiliates make any representation as to

the accuracy or completeness of this announcement and does not accept any

responsibility for the contents of this announcement or any matters referred

to herein. This announcement is for information purposes only and is not to be

relied upon in substitution for the exercise of independent judgment. It is

not intended as investment advice and under no circumstances is it to be used

or considered as an offer to sell, or a solicitation of an offer to buy any

securities or a recommendation to buy or sell any securities in the Company.

Neither the Manager nor any of its affiliates accept any liability arising

from the use of this announcement.

This information has been submitted pursuant to the Securities Trading Act §

5-12 and MAR. The information was submitted for publication, through the

agency of the contact persons set out above, at 2026-05-12 08:00 CEST.