TGS ASA — Audit Report / Information 2016

Jun 2, 2017

INFORMATION MEMORANDUM

in connection with the acquisition of

all issued and outstanding shares in

Midt-Norsk Havbruk AS

by

NTS ASA

(A public limited liability company incorporated under the laws of Norway)

The information contained in this information memorandum (the "Information Memorandum") relates to the acquisition of all issued and outstanding shares in Midt-Norsk Havbruk AS (the "Transaction") by NTS ASA, a public limited liability company existing under the laws of Norway with business registration number 814520242 and listed on Oslo Børs with ticker "NTS" (the "Company", and taken together with its subsidiaries, the "Group").

__________

__________

This Information Memorandum serves as an information document pursuant to Section 3.5 of the Continuing Obligations for Stock Exchange Listed Companies (the "Continuing Obligations"). It also serves as a prospectus equivalent document for the purpose of listing the new shares to be issued in connection with the Transaction, cf. Section 7-5 no. 7 of the Norwegian Securities Trading Act. The Continuing Obligations apply in respect of companies with shares admitted to trading on Oslo Børs (the "Oslo Stock Exchange") and this Information Memorandum has been submitted to the Oslo Stock Exchange for inspection before it was published. This Information Memorandum is not a prospectus and has neither been inspected nor approved by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) in accordance with the rules that apply to prospectuses.

On 19 April 2017, the Company entered into a transaction agreement with the current shareholders of; Midt-Norsk Havbruk AS (the "Sellers"). The Company will acquire 100% of the shares in Midt-Norsk Havbruk AS ("MNH") against issuance of new shares ("New Shares") in the Company to the Sellers. The Transaction will be considered by the shareholders of the Company at an Extraordinary General Meeting to be held on or about 15 June 2017.

__________

This Information Memorandum does not constitute an offer or solicitation to buy, subscribe or sell the securities described herein, and no securities are being offered or sold pursuant to this Information Memorandum. __________

__________

In reviewing this Information Memorandum, you should carefully consider amongst other the matters described in Section 1 "Risk Factors" beginning on page 3. __________

The date of this Information Memorandum is 2 June 2017

IMPORTANT INFORMATION

For the definition of certain capitalised terms used throughout this Information Memorandum, please see section 12, "Definitions and Glossary", which also applies to the front page.

The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. The publication and distribution of this Information Memorandum shall not under any circumstances create any implication that there has been no change in the affairs of the Company or the Group or that the information herein is correct as of any date subsequent to the date of this Information Memorandum. No person is authorised to give information or to make any representation in connection with the Transaction other than as contained in this Information Memorandum. The contents of this Information Memorandum are not to be construed as legal, business or tax advice. Each reader of this Information Memorandum should consult with his or her own legal, business or tax advisor as to legal, business or tax advice. No due diligence has been made on the Company in connection with preparation of this Information Memorandum.

Readers are expressly advised that the Shares are exposed to financial and legal risk and they should therefore read this Information Memorandum in its entirety, in particular section 1, "Risk Factors".

This Information Memorandum serves as an information document as required under section 3.5 of the Continuing Obligations. This Information Memorandum has been submitted to the Oslo Stock Exchange for inspection before it was published. It also serves as a prospectus equivalent document for the purpose of listing of the New Shares to be issued in connection with the Transaction, cf. section 7- 5 no. 5 of the Norwegian Securities Trading Act. This Information Memorandum is not a prospectus and has neither been inspected nor approved by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) in accordance with the rules that apply to prospectuses. This Information Memorandum does not constitute an offer or solicitation to buy, subscribe or sell the securities described herein, and no securities are being offered or sold pursuant to this Information Memorandum.

The distribution of this Information Memorandum may in certain jurisdictions be restricted by law. Persons in possession of this Information Memorandum are required to inform themselves about and to observe any such restrictions. No action has been taken or will be taken in any jurisdiction by the Company that would permit the possession or distribution of this Information Memorandum, in any country or jurisdiction where specific action for that purpose is required.

This Information Memorandum shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo District Court as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Information Memorandum.

Table of Content

1	RISK FACTORS 2
2	RESPONSIBILITY STATEMENT8
3	PRESENTATION OF NTS ASA10
4	THE TRANSACTION23
5	PRESENTATION OF MIDT NORSK HAVBRUK AS 31
6	THE GROUP FOLLOWING THE TRANSACTION 35
7	INDUSTRY OVERVIEW 36
8	SELECTED FINANCIALS OF NTS ASA 44
9	SELECTED FINANCIALS OF MIDT NORSK HAVBRUK AS 50
10	UNAUDITED PRO FORMA FINANCIAL INFORMATION 53
11	DEFINITIONS AND GLOSSARY OF TERMS60
12	ADDITONAL INFORMATION AND DOCUMENTS62

APPENDIX

APPENDIX A – Auditor's independent assurance report on pro forma financial information

APPENDIX B – MNH's financial statements

1 RISK FACTORS

Investing in the Company involves inherent risks. Prospective investors should consider carefully, among other things, all of the information set forth in this Information Memorandum, and in particular, the specific risk factors set out below. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. If any of the risks described below materialize, individually or together with other circumstances, they may have a material adverse effect on the Group's business, financial condition, results of operations and cash flow, which may cause a decline in the value and trading price of the shares in the Company that could result in a loss of all or part of any investment in the Shares.

The order in which the individual risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of the severity or significance of individual risks.

1.1. Risks relating to the Group and the industry in which the Group operates

Contractual risks

All or a considerable portion of the Group's income is dependent on contracts with its customers. The Group may not be able to renew or obtain new and favorable contracts when the existing contracts expire, which could materially adversely affect the Group's results of operations, cash flows and financial condition.

The Group's result of operations and cash flows could be materially adversely affected if any of its customers fails to compensate the Group for its services, terminates contracts with or without cause or fails to renew the existing contracts, and the Group is unable to enter into contracts with new customers at comparable price terms or at all.

Furthermore, the Group's ability to extend or renew contracts, or to obtain new contracts, will depend on the prevailing market conditions. In cases where the Group is not able to obtain new contracts in direct continuation, or where new contracts are entered into on price terms substantially below the existing price terms or on less favorable terms compared to existing contract terms, the Group's result of operations, cash flow and financial conditions could be materially adversely affected.

Risk of contractual default by counterpart

A general downturn in financial markets and economic activities may result in a higher volume of late payments and outstanding receivables. The Company's cash flows and financial condition may be materially adversely affected should counterparties fail to fulfill their payment obligations towards the Group.

There is also a risk of contractual default upon disease outbreaks in the salmon farming industry which may affect results of operations within the whole salmon farming industry.

Risk related to key employees

The Company's success is dependent on the continued service and performance of its key personnel. The loss of service of any such personnel may have a material adverse impact on the Company's operations and future prospects.

Risk related to the Group's fish carrier vessels

The Group operates, among other business areas, in marine environment, which is subject to the forces of nature as well as environmental and climatologically risks that could cause damage to, loss of, or suspension of operation by the Group's vessels and could result in reduced levels of offshore activity.

Due to potential problems with capacity or price developments in Norway, the Group may rely on foreign suppliers of vessels. Use of foreign suppliers may involve significant risk to the Group as many foreign suppliers do not have long experience or the expected expertise in regards to the building and development of vessels to be used in the Group's business.

The vessels are subject to risk particular to marine operations, including capsizing, grounding, sinking, collision and loss and damage from severe weather, storms, fire, earthquakes, tsunamis or explosions. Any of the foregoing circumstances could result in damage to, or destruction of, vessels or equipment, personal injury and property damage, suspension of operations and environmental damage.

Litigation from any such event may result in the Company or its subsidiaries being named as a defendant in lawsuits asserting large claims. Moreover, the loss of any one vessel could result in the Company's inability to meet contract deadlines or improve vessel utilization, which could damage its relationships with key costumers, result in opportunity costs to the Company and have material adverse effect on the Group's business, results of operations, cash flows, financial conditions or prospects.

Furthermore, adverse weather conditions usually results in low levels of offshore activity.

In particular, the Company's subsidiary NTS Shipping AS owns the vessel MS Folla 2. The vessel was built in 1982, and is 35 years old. Even though the vessel today is in good condition due to high service level, there are risks of shutdown or other technical issues due to its age which will disrupt NTS Shipping AS' business and may result in contractual default with its customers, which may in turn adversely affect the results of operations and the Company's financial condition.

Changes in, or interpretation of, tax laws create uncertainty with regard to taxation of the Group

Changes in taxation law or the interpretation of taxation law may impact the business, results of operations and financial condition of the Group. To the extent tax rules change, this could have both a prospective and retrospective impact on the Company, both of which could have a material adverse effect of the Company's operations and financial conditions.

Lapse of shipping taxation and/or lapse of net pay arrangements for seamen may have a severe effect on the profitability of the Company's subsidiary Norsk Fisketransport AS ("NFT") and the industry it operates within.

The Group may incur significant costs to comply with, or as a result of, health, safety, environmental and other laws and regulations

The Group's operations are subject to numerous environmental requirements under the laws and regulations in which the Company and its subsidiaries conduct its businesses. Such laws and regulations govern, among other matters, air pollution emissions, wastewater discharges, solid and hazardous waste management, and the use, composition, handling, distribution and transportation of hazardous materials. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time.

Changes to accounting rules or regulations may adversely affect the Group's financial position and results of operations

The Group's annual audited consolidated financial information is prepared in accordance IFRS", the Group's quarterly unaudited consolidated financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the EU ("IAS 34"). Changes to existing accounting rules or regulations may impact the Group's future profit and loss or cause the perception that the Group is more highly leveraged. In addition, new accounting rules or regulations and varying interpretations of existing accounting rules or regulations may be adopted in the future and could adversely affect the Group's financial position and results of operations.

Risks relating to MNH

MNH will, when it is part of the Group following the Transaction, be subject to the risk factors set out in this section 1. MNH is as a salmon producer specifically exposed to biological risks, both related to disease, sea lice and loss / escape of fish, where the region MNH conducts its business in has had significant problems with disease over the preceding years. Furthermore, public regulations, both general and specific, as well as measures for disease and sea lice prevention, may entail higher costs for MNH going forward.

Prices for salmon are furthermore historically highly volatile, and may sink significantly compared to the prices seen today. The salmon farming industry is furthermore undergoing rapid technological change, as well as consolidations, and is exposed to competition from competing fish types.

1.2. Risk factors relating to the Group's financing

Market risk, including currency and interest risk

The Group is not exposed to changes in exchange rates in any significant manner, as a very small part of the Group's revenues and costs are denominated in foreign currencies. All cash is held in NOK.

The Group is exposed to changes in interest rates, as some of the debt in the Group has a floating interest rate. Furthermore, changes in interest rates affect investment opportunities in future periods.

The Group is exposed to the risk of contractual default by counterparties

Lack of payments from customers/clients may significantly and adversely impair the Group's liquidity. The concentration of the Group's customers may impact the Group's overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic- and industry conditions. The Group undertakes due consideration to the credit quality of its potential clients during contract negotiations to minimise the risk of payment delinquency, but no assurance can be given that the Group will be able to avoid this risk.

The Group may not be able to obtain additional financing on satisfactory terms, or at all, which may significantly affect the Group's business

If the Group fails to renew or enter into a new contract or if the financial condition of the Company for any other reason becomes distressed, the Company may need to raise additional equity and/or debt financing to continue operations. No assurance can be given that the Company will succeed maintaining a comfortable cash reserve for future operations, and no assurances can be given that the Company will be able to raise additional new equity and/or debt financing on attractive terms, or at all.

1.3. Risks relating to the Transaction

The anticipated benefits from the Transaction may not be achieved

The success of the Transaction will depend, in part, on the Group's ability to effectively pursue additional growth opportunities, achieve improved performance, and realize efficiencies, synergies, cost savings and certain other benefits from combining the operations of the Group and MNH. Even if the Group is able to successfully combine these operations, it may not be possible to realize the full benefits that the Company currently expect to result from the Transaction, or to realize these benefits within the time frame that is currently expected. The benefits of the Transaction may be offset by operating losses relating to changes in market conditions, risks and uncertainties relating to the Group's prospects, an increase in operating or other costs, unanticipated difficulties and costs related to the integration, the impact of competition and other risk factors relating to the industry.

The failure to integrate the operations of the Company and MNH successfully and on a timely basis could reduce the profitability of the Company and adversely affect its share price

The Company expects certain benefits to arise from the Transaction, such as new growth opportunities, improved performance, efficiencies, synergies and cost savings. Achievement of these benefits will depend in part on whether the operations and the personnel of the companies can be integrated in an efficient and timely manner. The challenges involved in this integration include the following:

• obtaining the required approvals of various regulatory authorities, any of which could impose conditions or restrictions on its approval;
• retaining key employees;
• redeploying resources in different areas of operations to improve efficiency;
• minimizing the diversion of management attention from ongoing business concerns; and
• addressing possible differences in the business cultures, processes, controls, procedures and systems of the Company and MNH

Even if the Company is able to successfully combine the operations of the Company and MNH, it may not be possible to realize the full benefits that the Company currently expects to result from the Transaction, or to realize these benefits within the time frame that is currently expected. The benefits of the Transaction may be offset by operating losses relating to changes in market conditions, risks and uncertainties relating to the Group's prospects, an increase in operating or other costs, unanticipated difficulties and costs related to the integration, the impact of competition and other risk factors relating to the industry.

The unaudited pro forma financial information is not necessarily indicative of the Group's future results

This Information Memorandum contains unaudited pro forma financial information. The unaudited pro forma financial information is based on preliminary estimates and assumptions, which the Company believes to be reasonable, and is being furnished solely for illustrative purposes and is not necessarily indicative of the Group's business, operating results and financial condition following completion of the Transaction. As a result, an investor should not place undue reliance on the unaudited pro forma financial information presented in this Information Memorandum.

Shareholders in the Company will have a reduced ownership and voting interest in the Company following completion of the Transaction and will exercise less influence over management of the Company than previously held in respect of the Company

After completion of the Transaction, the current shareholders of the Company will own a significantly smaller percentage of the Company than they currently own. Following completion of the Transaction, the current shareholders of the Company will own approximately 33.33 % of the Company.

1.4. Risks relating to the Shares

Future sales, or the possibility for future sales of substantial numbers of Shares in the Company ("Shares") may affect the market price of the Shares.

The market price of the Shares could decline as a result of sales of a large number of Shares in the market after the date hereof or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for the Company to sell equity securities in the future at a time and at a price that it deems appropriate.

The Company cannot predict what effect, if any, future sales of the Shares, or the availability of Shares for future sales, will have on the market price of the Shares. Sales of substantial amounts of the Shares in the public market following the date hereof, or the perception that such sales could occur, may materially and adversely affect the market price of the Shares, making it more difficult for holders to sell their Shares or the Company to sell equity securities in the future at a time and price that they deem appropriate.

Future issuances of Shares or other securities may dilute the holdings of shareholders and could materially affect the price of the Shares

In the future, it is possible that the Company may decide to offer additional Shares or other securities in order to finance new capital-intensive projects, or in connection with unanticipated liabilities or expenses or for any other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of Shares, as well as the earnings per share and the net asset value per share of the Company, and any offering by the Company could have a material adverse effect on the market price of the Shares.

Pre-emptive rights may not be available to all holders of shares

Under Norwegian law, unless otherwise resolved at a General Meeting, existing shareholders have pre-emptive rights to participate on the basis of their existing ownership of Shares in the issuance of any New Shares for cash consideration. Shareholders in the United States, however, may be unable to exercise any such rights to subscribe for New Shares unless a registration statement under the U.S. Securities Act is in effect in respect of such rights and Shares or pursuant to an exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act and other applicable securities laws. Shareholders in other jurisdictions outside Norway may be similarly affected if the rights and the New Shares being offered have not been registered with, or approved by, the relevant authorities in such jurisdiction. The Company has not filed a registration statement under the U.S. Securities Act or sought approvals under the laws of any other jurisdiction outside Norway in respect of any pre-emptive rights or the Shares, does not intend to do so and doing so in the future may be impractical and costly. To the extent that the Company's shareholders are not able to exercise their rights to subscribe for New Shares, their proportional interests in the Company will be reduced.

Investors may not be able to exercise their voting rights for Shares registered in a nominee account

Beneficial owners of the Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) may not be able to vote for such Shares unless their ownership is re-registered in their names with the VPS prior to the Company's General Meetings. The Company cannot guarantee that beneficial owners of the Shares will receive the notice of a general meeting in time to instruct their nominees to either effect a reregistration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners.

Investors may have difficulty enforcing any judgment obtained in the United States against the Company or its directors or executive officers in Norway

The Company is incorporated under the laws of the Kingdom of Norway, and all of its current directors and executive officers reside outside the United States. Furthermore, all or substantially all of the Company's assets and all or substantially all of the assets of the Company's directors and executive officers are assumed to be located outside the United States. As a result, investors in the United States may be unable to effect service of process on the Company or its directors and executive officers or enforce judgments obtained in the United States courts against the Company or such persons in the United States, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitral awards) in civil and commercial matters.

Norwegian law may limit shareholders' ability to bring an action against the Company

The rights of holders of the Shares are governed by Norwegian law and by the Articles of Association. These rights may differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For instance, under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company will be prioritised over actions brought by shareholders claiming compensation in respect of such acts. In addition, it may be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions.

The transfer of Shares is subject to restrictions under the securities laws of the United States and other jurisdictions

The Shares have not been registered under the U.S. Securities Act or any state securities laws in the United States or any other jurisdiction outside of Norway and are not expected to be registered in the future. As such, the Shares may not be offered or sold except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable securities laws. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or rights offerings.

Shareholders outside of Norway are subject to exchange rate risk

The Shares are, and the New Shares will be, priced in Norwegian kroner ("NOK"), the lawful currency of Norway, and any future payments of dividends on the Shares or other distributions from the Company will be denominated in NOK. Accordingly, any investor outside Norway is subject to adverse movements in the NOK against their local currency, as the foreign currency equivalent of any dividends paid on the Shares or price received in connection with any sale of the Shares could be materially impacted upon by adverse currency movements.

Upon completion of the Transaction, certain Shareholders will control a significant percentage of the share capital. A concentration of ownership may have the effect of delaying, deterring or preventing a change of control of the Company that could be economically beneficial to other Shareholders. Further, the interests of Shareholders exerting a significant influence over the Company may not in all matters be aligned with the interests of the Company and the other shareholders of the Company.

Volatility of the share price

The market price of the Shares may be highly volatile and investors in the Shares could suffer substantial losses. An investment in the Shares involves a high degree of risk, and investors should be able to withstand substantial losses and/or wide fluctuations in the market price of the Shares in the Company. Investors may be unable to sell their Shares at or above the purchase price due to fluctuations or a decline in the market price of the Shares in the Company resulting from a number of factors, including but not limited to, the risk factors mentioned in this section as well as quarterly variations in operating results, adverse business developments, interest rate changes, changes in financial estimates by securities analysts, matters announced in respect of major customers or competitors, significant contracts, acquisitions or strategic relationships, publicity about the Group, its products and services or its competitors, lawsuits against the Group, unforeseen liabilities, changes in management, changes to the regulatory environment in which it operates or general market conditions.

In addition no assurances can be given that stock market fluctuations, even if otherwise unrelated to the Group's activities, will not have a material adverse effect on the market price of the Offer Shares. The market price of the Shares in the Company following the completion of the Transaction will depend on many factors beyond the Group's control and may not be related to the operating performance of the Group. As a result, the price of the Shares may decline, possibly materially, which could result in the loss of all or part of an investor's investment.

Due diligence

The Sellers have conducted a limited due diligence review of the Company and the Company has conducted a limited due diligence review of MNH.

Ability to pay dividends

The declaration and payment of future dividends will be at the discretion of our shareholders, subject to prior proposal from or acceptance from the Board of Directors. The Company's ability to pay dividends is limited under the Public Limited Liability Companies Act. The Company's ability to pay dividends in the future depends on numerous factors including, but not limited to, our business, financial conditions, results of operations, distributable reserves (and, therefore, among other things, upon receipt of dividends and other distributions of value from its subsidiaries and companies in which it has an investment), cash flows prospects, capital requirements, and general economic and statutory restrictions.

2 RESPONSIBILITY STATEMENT

2.1. Responsibility for the Information Memorandum

The Board of Directors of NTS ASA accepts responsibility for the information contained in this Information Memorandum. We, the members of the Board of Directors of NTS ASA, hereby confirm that, having taken all reasonable care to ensure that such is the case, the information contained in this Information Memorandum is, to the best of our knowledge, in accordance with the facts and contain no omissions likely to affect its import.

2 June 2017

The Board of Directors of NTS ASA

Roger Granheim Odd Reidar Øie

Chairman Deputy chairman

Mari Anne Hoff Kari Øie Nilsen Director Director

Director Director

Håvard Selnes Director

Grete Rekkebo Brovoll Hege Bjørgum Skillingstad

GENERAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Information Memorandum includes forward-looking statements that reflect the Company's current views with respect to future events and financial and operational performance, including, but not limited to, statements relating to the risks specific to the Group's businesses and the implementation of strategic initiatives, as well as other statements relating to the Group's future business development and economic performance. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "assumes", "projects", "forecasts", "estimates", "expects", "anticipates", "believes", "plans", "intends", "may", "might", "will", "would", "can", "could", "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements are not historic facts. They appear in a number of places throughout this Information Memorandum and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, goals, objectives, financial condition and results of operations, liquidity, prospects, growth, strategies, impact of regulatory initiatives, capital resources, and the industry trends and developments. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the actual financial condition, operating results and liquidity of the Group, and the development of the industries in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Information Memorandum. By their nature, forwardlooking statements involve and are subject to known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. The information contained in this Information Memorandum, including the information set out under Section 1 "Risk Factors", identifies certain factors that could adversely affect the business, financial condition, operating results, liquidity, performance and prospects of the Group. Readers are urged to read all sections of this Information Memorandum and, in particular, Section 1 "Risk Factors". The Company undertakes no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on the Company's behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Information Memorandum.

INFORMATION SOURCES FROM THIRD PARTIES

The information in this Information Memorandum that has been sourced from third parties has been accurately reproduced and as far as the Company is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

INFORMATION INCORPORATED BY REFERENCE

The Continuing Obligations allow the Company to incorporate by reference information in this Information Memorandum that has been previously filed with the Oslo Stock Exchange or the Norwegian Financial Supervisory Authority in other documents. The audited historical financial statements for the Group as of and for the years ended 31 December 2016, 2015 and 2014 (the "Annual Financial Statements"), the unaudited historical financial statements for the Group as of and for the three months ended 31 March 2016 (the "Interim Financial Statements"), prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and the audit reports in respect of the Annual Financial Statements have been incorporated as a part of this Information Memorandum; see Section 10 "Incorporation by Reference; Documents on Display". Accordingly, this Information Memorandum is to be read in conjunction with these documents.

3 PRESENTATION OF NTS ASA

NTS ASA is a Norwegian public limited liability company incorporated under the laws of Norway with business registration number 814 520 242 and is governed by the Norwegian Public Limited Liability Companies Act (the "NPLC"). The Company was incorporated on 10 December 1969.

The Company is listed on Oslo Børs with "NTS" as ticker designation. The Company's share capital at the date of this Information Memorandum, and prior to completion of the Transaction is NOK 24 252 150 divided into 24 252 150 Shares each with a nominal value of NOK 1. The Shares are registered in the Norwegian Central Securities Depository (the "VPS") with the Securities Identity Number ISIN NO 0004895103. The Company's Registrar in the VPS is DNB Bank ASA. The Company has its registered address at Søren R. Thornæs veg 10, 7800 Namsos, telephone: (+47) 74 21 63 00 and the web-address is www.ntsasa.no.

As per the 2016 NTS Annual Report income amounted to NOK 539.2 million, EBITDA amounted NOK 190.6 million with net income for the year NOK 88.2 million. The total assets on the balance sheet amounted to NOK 1,705.1 million and equity amounted to NOK 438.9 million. There are no significant assets or liabilities not on the balance sheet.

NTS operates from its office in Namsos. Prior to completion of the Transaction, the Company employs 230 employees, whereof 143 in the wellboat segment, 15 in the sea transportation segment and 68 in the maritime service segment. Following completion for the Transaction, the Company will have a total of about 280 employees.

3.1. Business overview

Prior to Completion of the Transaction, the Company's business is conducted through its subsidiaries NFT AS, NTS Shipping AS, NTS Management AS, KB Dykk AS and its associated company FosenNamsos Sjø AS. The below figure illustrates the legal structure of the Company including the subsidiaries and associated companies of the Group prior to completion of the Transaction with MNH.

The group structure will be illustrated follows:

3.2. Business areas

Norsk Fisketransport AS (NFT)

NFT is today one of the largest wellboat owners in Norway with a fleet of ten wellboats, which operates within transportation of live fish, processing and delousing. The vessels operate in the areas from Møre to Finnmark in Norway and are mainly employed on contracts with long duration.

Below is the overview of the vessels owned by NFT at the date of this Information Memorandum:
-----------------------------------------------------------------------------------------------	--

				Building	Contract
Vessels	Ownership	m3	Tonnes(LWE)	year	length
Steigen*	Polarfjell AS	3 200	640	2017	**
Namsos	Norsk Fisketransport AS	3 200	640	2015	**
Havtrans	Norsk Fisketransport AS	3 200	640	2014	**
Dønnland	Norsk Fisketransport AS	1 500	235	2012	**
Viknatrans	Norsk Fisketransport AS	1 200	180	2011	**
Novatrans	Norsk Fisketransport AS	1 200	180	2011	**
Viktoria Viking	Norsk Fisketransport AS	1 050	150	2009	**
Viktoria Lady	Norsk Fisketransport AS	1 000	160	2006	**
Dønnalaks	Norsk Fisketransport AS	970	140	2002/2007	**
Veidnes	Norsk Fisketransport AS	950	140	2002/2012	**
Total		17,470	3,105	-	-
		1,747	311	2012	3.2

* New building - finished 26.05.17

** Average year for the total fleet

The average length of the contract is of today 3.2 years. Overall contract value for the next three years:

NOKm	2017	2018	2019
Total contract value	346	280	240

Due to strong and stable activities in the aquaculture industry, NFT has delivered strong results since the full acquisition on 23 March 2013. The wellboat segment had the following financials for 2016: total revenue of 417.7 NOKm, EBITDA of 159.6 NOKm and EBIT of 104.6 NOKm.

KB Dykk AS

In June 2014 KB Dykk became part of the Group when the Company acquired 50.1% of the sharesin the company at a consideration of NOK 8.5 million which was settled through issuance of Shares in NTS. The acquisition has strengthened the Group's focus on the aquaculture industry. KB Dykk has a strong growth ambition and its service offering complements NTS's aquaculture services.

KB Dykk has since 2006 provided maritime services to the aquaculture industry from Trøndelag and all the way up to Finnmark. The Company offers various services to the aquaculture industry including mooring, sealice treatment, ROV and diving. The Company's fleet consists of nine vessels; KB Namdal, Troll, KB Rørvik, KB Nordland, KB Marine, Holmtun, Laurits, Minitroll and Ystholm.

				Building	Contract
Vessels	Ownership	Length	Crane	year	length
KB Namdal*	Moen Management AS	23.98	90/65 tm	2016	***
Troll	KB Dykk Rederi AS	23.98	90/65 tm	2016	**
KB Rørvik	KB Dykk AS	15.00	65/50 tm	2016	***
KB Nordland	KB Dykk AS	15.00	65/50 tm	2016	**
KB Marine	KB Dykk AS	15.00	65/50 tm	2015	**
Holmtun	KB Dykk AS	15.00	65/50 tm	2015	**
Laurits	KB Dykk AS	50 feet		2014	***
Minitroll	KB Dykk AS	34 feet		2007	***
Ystholm	KB Dykk AS	50 feet	6,5 tm	1978	***
Average					1.5

Below is the overview of the vessels owned by KB Dykks AS at the date of this Information Memorandum:

* Bareboat charter

** Average years of total fleet

*** Spot market

The service segment had the following financials for 2016: total revenue of 93.1 NOKm, EBITDA of 14.7 NOKm and EBIT of 16.9 NOKm.

NTS Shipping AS

NTS Shipping owns, and operates the vessel MS Folla 2, which sails between Namsos and Tromsø on a weekly basis. The vessel operates mainly on a contract with Moelven Industrier ASA, in addition to general cargo shipping. The contract with Moelven Industrier ASA relates to shipping of processed timber from Moelven to customers such as building material retailers. Cargo for other clients includes products to fish farms, agricultural machines, concrete, boats, timber, and other products.

The vessel was built at the Hellesøy yard in Hordaland in 1982. The vessel's age represents the average age for cargo shipping vessels operating along the Norwegian Coast (according to research provided by the Group). The vessel has a six meter wide side loading port and good crane capacity. The loading capacity is 725 dead-weight tonnes ("dwt"), and the vessel is in good condition as result of a high service level on machines and equipment. At the special survey done by Det Norske Veritas in 2010, it was concluded that the steel was of very high quality. The vessel is of a size that enables it to enter ports inaccessible for larger vessels.

Below is an overview of vessel owned by NTS Shipping AS at the date of this Information Memorandum:

			Load capacity	Building	Contract
Vessels	Ownership	Length	tonnage	year	length
MS Folla 2	NTS Shipping AS	53	700	1982	1.5

The sea transportation segment had the following financials for 2016: total revenue of 24.1 NOKm, EBITDA of 4.5 NOKm and EBIT of 3.3 NOKm.

3.3. History

The Group has over 130 years of experience from the sea transportation business. The Group's history dates back to 1879 when cargo and passengers were transported by help of steam ships along Namdalskysten in Nord-Trøndelag.

In 2004 the Group gathered all its properties and real estate in the newly formed Siva Namsos Eiendom AS. The ferry business was merged with Fosen Trafikklag in 2008 and subsequently renamed FosenNamsos Sjø AS and headquartered in Trondheim. In 2008 the Company also acquired 35.00% of the shares in Norsk Fisketransport Holding AS.

In November 2012 the Company entered into an agreement with Jaras Eiendom AS to acquire the company's pro rata share of Jaras Eiendom's 10.83% ownership stake in Norsk Fisketransport Holding AS. The Company's pro rata share of 3.07% was acquired in January 2013, and in March 2013 a letter of intention for the acquisition of an additional 40.47% was entered into. The deal was completed on 6 May 2013, resulting in 68.8 % ownership in Norsk Fisketransport Holding AS. In September 2014, the Company acquired the remaining shares in Norsk Fisketransport Holding AS and now holds 100% of the company. The transactions were at the time and are still in line with the Group's long term aim to focus on the core businesses transport and maritime sector.

Following a 2011 board resolution in Helse Midt-Norge and Helse Innlandet, the Group's ambulance business was in January 2013 taken over by the regional health authorities.

As part of the strategy to focus on the defined core businesses, in November 2012, the Company agreed to divest its 33.33% share in Siva Namsos Eiendom to Jaras Eiendom AS and Siva Eiendom Holding AS for a consideration of NOK 38 million. The transfer of the shares was completed in January 2013.

In the fourth quarter of 2012 the Company also entered into the waste management business through the acquisition of 66.67% of the shares in Sunde Renovasjon, which operates in nine counties in Namdalen and in Fosen. The company was renamed NTS Miljø AS, and in the first quarter of 2013 the Company exercised the option to acquire the remaining outstanding shares. The move was motivated by the significant opportunities NTS saw in the waste management business and the fit with the Group's existing transport business. After two years, in March 2015, the Company sold NTS Miljø AS to Reno Norden ASA for NOK 4.6 million.

The freight business was through the third quarter of 2012 carried out through the wholly owned subsidiary Namdalske AS. In the following quarter, the business was expanded through the creation of the subsidiary NTS Transport AS. NTS Transport AS was up until January 2014, when Namdalske and Sunde Transport merged into NTS Transport, the holding company for the two subsidiaries. The company was owned 50.1% by NTS, with the remaining 49.9% shares held by Sunde Invest AS. In November 2014, the Company agreed to divest its shares in NTS transport to Namdal Invest AS for NOK 5.7 million.

In February 2013 the Company strengthened its focus on maritime transport through the acquisition of Folla Sjøtransport AS from Folla Sjøtransport Holding AS for a consideration of NOK 8.3 million. In 2017 Folla Sjøtransport AS changed name to NTS Shipping AS. In June 2014 the Company also acquired 50.1% of the shares in KB Dykk, adding a new maritime subsidiary to the Group.

In august 2016, Norsk Fisketransport Holding AS merged with NTS to simplify the Company's structure. The merger had no impact on the consolidated financials for NTS.

3.4. Legal structure

Companies	Company's ownership	Company's share of votes	Business address city/ location	Business address country
Directly owned subsidiaries
Norsk Fisketransport AS	100.0%		100.0% Sentrumsgata 6, 7970 Kolvereid	Norway
NTS Shipping AS	100.0%		100.0% Sentrumsgata 6, 7970 Kolvereid	Norway
KB Dykk AS	50.1%		50.1% Havnegata 8, 7900 Rørvik	Norway
KB Dykk Rederi AS	50.1%		50.1% Havnegata 8, 7900 Rørvik	Norway
NTS Management AS	100.0%		100.0% Fellesbygget, 7940 Ottersøy	Norway
Polarfjell AS	78.5%		78.5% Sentrumsgata 6, 7970 Kolvereid	Norway
Directly owned associated companies
FosenNamsos Sjø AS	33.3%		33.3% Brattørakaia 17B, 7010 Trondheim	Norway
Sikkerhetssenteret Rørvik AS	26.5%		26.5% Hansvikvegen 3A, 7900 Rørvik	Norway

The table below sets forth the legal structure of the Group prior to completion of the Transaction.

Following completion of the Transaction, MNH will be included as a 100% owned subsidiary of the Company.

3.5. Strategy

The Group's purpose is to conduct transportation business and maritime business for the aquaculture industry. Central core values are quality, development and profitability. The Group's strategy focuses on providing quality services in line with development in the different industries. The industries in which the Group operates are often segmented, putting emphasis on the importance of consumer relations. Maintaining these relations while putting focus on increasing profitability, will be an important focus for current and future operations.

Being one of the leading players in the Norwegian market for wellboats, the Group is well positioned for expansion and becoming one of the leading players in the market for services to the aquaculture industry in general. The aquaculture industry is growing rapidly and the Group wants to take advantage of this through offering a wider range of products and services in the future.

3.6. Competitive position

The Company operates through NFT, NTS Shipping AS and KB Dykk AS ensuring presence in several industries related to maritime and onshore transportation and services.

The market for wellboat services is characterized by a few large players with different geographic focus and different customer segments, which limits the competition. The main competitors for NFT are Sølvtrans, Rostein and Frøy Group. NFT are one of the main players in the industry. The duration of the contract portfolio represents an average of 3.2 years, ensuring a stable and long-term position in NTS's main industry.

NTS Shipping has currently a contract with Moelven at a fixed price ensuring predictability of future activity. This contract expires on 31 December 2018. NTS Shipping has established a solid competitive position in the regions between Trøndelag and Troms due to high punctuality and service level. In general, large established players and low margins characterize the industry. Key competitors include Nor-Lines AS, Eidshaug Rederi AS, Egil Ulvan Rederi AS and Arctic Shipping AS. NTS Shipping has consistently performed better than the industry average mainly due to individual contracts in niches providing better margins compared with the general market.

KB Dykk AS operates on fixed service contracts to the aquaculture industry. The agreements create a certain degree of exclusivity for delivery, but do not regulate the consumer's purchase obligations. The contracts generally run for 1-3 years and the competitive position varies with geographic location and type of service. The industry is characterized by a high number of players, where KB Dykk is considered to be of medium size in that context. Main players in the industry include AQS AS, Nærøysund Aquaservice AS, FSV Group, Seløy Aquaservice AS, Frøy Akvaservice AS, Abysse Aqua, AD Offshore and KB Dykk AS.

3.7. Customers

The table below sets forward the largest customers in the different business segments:

Business Area	Largest Consumers
Norsk Fisketransport AS Nova Sea AS/Salten Aqua; Lerøy Midt AS;
	Cermaq Norway AS; Oppdretternes Miljøservice AS
KB Dykk AS	Midt-Norsk Havbruk AS; Cermaq Norway AS;
	Salmonor AS; Marine Harvest AS
NTS Shipping AS	Moelven Wood AS

3.8. Management and organization

All of the management duties are carried out by the Company's executive Management. The executive Management team consists of four individuals as listed below.

Name	Position	Business address
Harry Bøe	CEO	Sentrumsgata 6, 7970 Kolvereid
Arne Kiil	CFO	Sentrumsgata 6, 7970 Kolvereid
Håvard Selnes	Finance and administration	Namdalshagen, Søren R. Thornæs v. 10, 7800 Namsos
Dagfinn Eliassen	Marketing Manager	Sandgata 5, 8011 Bodø

In accordance with a resolution by the general meeting of the Company on 11 May 2017, the names and positions of the members of the Board of Directors are as set out in the table below.

Name	Position	Business address
Roger Granheim	Chairman	7026 Trondheim
Odd Reidar Øie	Vice Chairman	1367 Snarøya
Grete Rekkebo Brovoll	Board member	7560 Vikhammer
Mari-Anne Hoff	Board member	7994 Leka
Kari Øie Nilsen	Board member	1367 Snarøya
Hege Bjørgum Skillingstad	Board member	7804 Namsos
Håvard Selnes	Board member	Namdalshagen, Søren R. Thornæs v. 10, 7800 Namsos

The Nomination Committee of the Company has however proposed a new composition of the Board of Directors, as described in Section 4.12 below.

Shares owned by Board members and members of management

Shares owned by Board members and members of management	Number
Harry Bøe, CEO NTS ASA *)	0
Arne Kiil, CFO, NTS ASA	12 114
Håvard Selnes, Finance and administration and Board member, NTS ASA	0
Dagfinn Eliassen, Marketing manager, NTS ASA	0
Roger Granheim, Chairman of the Board **)	0
Odd Reidar Øie, Deputy chairman of the Board ****)	5 019 800
Mari-Anne Hoff, Board member	510
Grete Rekkebo Brovoll, Board member ***)	0
Kari Øie Nilsen, Board member ****)	729 091
Hege Bjørgum Skillingstad, Board member	0
Kari Rolstad, deputy Board member	129 760
Vidar Øie Nilsen, deputy Board member *)	854 323
Michael Jan Momyr, deputy Board member	2 885
Sum	6 748 483

*) Owns Shares via SS-Invest AS and Namsos Invest AS

**) Deputy CEO in Torghatten ASA, which is a shareholder in the Company directly and through its subsidiary Trønderbilene AS

***) CFO in Torghatten ASA, which is a shareholder in the Company directly and through its subsidiary Trønderbilene AS

****) Shares are also held by affiliates and indirectly via other companies

*****) Shares are also held by affiliates and indirectly via other companies

Benefits upon Termination of Employment

None of the members of the Board of Directors has contracts providing benefits upon termination of their positions as Board Members.

The CEO has six months' severance pay upon termination of contract given that the termination is motivated by the employer. Other members of the Management do not have any benefits upon termination of their positions.

Largest Shareholders

The following table provides an overview of the Company's largest shareholders prior to completion of the Transaction.

Shareholders	No. Shares of NTS ASA	% of NTS ASA
Trønderbilene/Torghatten ASA	5,996,580	24.7%
Namsos Invest AS	4,666,668	19.2%
Amble Investment AS	4,543,595	18.7%
Verdipapirfondet Alfred Berg Norge	1,360,771	5.6%
Verdipapirfondet Alfred Berg Aktiv	880,521	3.6%

No person, apart from Trønderbilene AS and its parent Torghatten ASA, Namsos Invest AS, Amble Investment AS and Verdipapirfondet Alfred Berg Norge, hold a reportable number of Shares or voting rights in the Company pursuant to applicable law.

3.9. Health, safety and environment policy

The Company owns its own consulting company, NTS Management AS, delivering quality and safety systems to most of the subsidiaries in the Group. The Group has strong focus on HSE and follows the rules and guidelines required.

The Group disposes vessels and vehicles that emits CO2, but puts great emphasis on reducing the emissions. Among the measures are reducing use of fuel, using vehicles with EURO4 and EURO5 motors, environmental focus in procurement and waste treatment.

3.10. Dependency on patents, licenses and other material agreements

Patents

The Group does not hold any patents that are of material importance for the business of the Group.

Licenses

The Group is not materially reliable on any permits or licenses.

Material contracts

The transport operations of the Company entail entering into contracts for the Group's various vessels. The nature of the contracts varies significantly both between and within the different businesses.

NTS Shipping mainly operates on a long-term contract for Moelven Industrier ASA and is therefore materially dependent upon this contract. The contract expires on 31.12.2018. The contract is based on a fixed price for the distance Namsos/Tromsø/Namsos with weekly departures. In the event that MS Folla 2 does not have capacity to transport all tonnage required, excess tonnage will be handled externally by NTS Shipping AS serving as a broker.

KB Dykk's 9 vessels have a mix of T/C and spot exposure. The largest customers are Midt-Norsk Havbruk AS, Salmonor AS, Cermaq Norway AS and Marine Harvest AS.

NFT operates several contracts and termination of an individual contract will affect the subsidiary's revenue, but may not be as severe as for NTS Shipping which operates on a single contract.

Each subsidiary is dependent on its customer contracts in order to maintain operations. Subsidiaries which operate on a single contract are especially dependent on the customer contract to maintain operations, while subsidiaries with several contracts are more flexible. The Group has a large portfolio of such contracts, and is therefore not dependent on single contracts, but the profits from the total portfolio of contracts.

Insurance

NTS ASA insures against material risks for which insurance is economically available. The balance between the amount covered and what is left on risk varies depending on the nature of the risk, and the nature and value of the assets.

3.11. Research and development

Historically, the Group has not had any significant research and development (R&D) activities. However, the Group is increasingly focusing on activities related to R&D. R&D activities mainly apply to NFT and KB Dykk where there is substantial focus on developing new technologies and solutions for effective management of the aquaculture industry. The Group also collaborates with other industry players on several R&D projects. Key R&D initiatives include i) development of mechanical flushing systems for sea lice treatment, ii) software for wellboat logistics, and iii) new system for cleaning of equipment.

3.12. External factors affecting the business

Other than stated in section 2 "Risk factors", the Group has not experienced, and does not foresee, issues relating to any government, economic, environment, tax related, monetary or political factors that may materially affect the business of the Group.

3.13. Trend information

There have not been any significant changes since 31 March 2017 impacting the Company's activities and operations. The aquaculture industry is experiencing strong growth.

There are in the current fiscal year no known trends, risk factors, claims, obligations or events that are likely to have a material impact upon the Company's prospects.

3.14. New product and services

Through the acquisition of 50.1% of the shares in KB Dykk in June 2014 NTS extended its services to the aquaculture industry, including services such as mooring, sea lice treatment, ROV and diving. Other than this, The Group has not introduced any significant new products and services prior to completion of the Transaction with MNH. In the opinion of NTS, its business or profitability is not dependent on any new licenses, industrial, commercial or financial contracts or new manufacturing processes to conduct its business.

3.15. Capital resources

3.15.1. Source of liquidity

The Company's principal sources of liquidity are operating cash flows from selling its services with the owned vessels as described in section 3. To the extent necessary, the Company is also able to utilize the undrawn capacity under its financing facilities to fund its liquidity needs. The Company's liquidity needs consist of funding operating expenses, changes in working capital, capital expenditures, debt service requirements and other liquidity requirements that may arise from time to time, including, without limitation, i) refinancing of outstanding debt, (ii) acquisitions and other investment opportunities, (iii) payments in the ordinary course of business.

The Company prepares short-term (12 months) and-long term forecasts on a regular basis in order to plan the Company's liquidity requirements. These plans are updated regularly for various scenarios and form part of the decision basis for the Company's Board of Directors.

As of 31 March 2017, the Company had cash reserves of NOK 111 million and undrawn facilities of NOK 26 million.

See Section 8.6 "Selected Financial Information—Other Selected Financial Information" for certain relevant ratios and other unaudited non-IFRS key financial and operating information for the Company.

3.15.2. Funding policy and treasury policy

The Company's activities entail various types of financial risks: market risk (including currency risk and interest rate risk), and credit risk, see Section 1.2 "Risk factors related to the Company's financing" for more details. The Group's risk management is focused on minimizing the potential negative effects on the Company's financial results.

Interest rates

The group is exposed to changes in interest rates, as some of the debt in the Company has floating interest rates. The Company use interest rate swaps to hedge its interest rate risks in order to reduce financial expenses and at the same time to keep future interest payments stable and within acceptable limits.

As of 31 March 2017, the Company had five interest rate swaps with DNB / Danske Bank at a nominal value of MNOK 402, where the group receives a variable NIBOR interest rate and pays a fixed interest rate in the range of 0.99% to 4.38% of the nominal value. Interest rate swaps are used to hedge cash fluctuations as a result of changes in interest rates. Interest rate swaps have a residual maturity between 0 and 5 years.

Funding

The Company's goal is to be fully funded for all its committed work program, both operational and development activities. In additional, the Company's objective in managing the capital structure is to ensure that the Group maintains a satisfactory credit rating and thereby reasonable terms from the lenders, adjusted to the operations of the Group. For this, the Company aims to maintain a diversified funding base for its short - and long term financing requirements. In addition to its equity funding, the Company currently has in place credit facilities with two bank syndicates. The Company's current credit facilities are further described in detail below.

Going forward, the Company will assess its capital structure with the aim to put in place a flexible and fit for purpose structure that reflects the new Company after the Transaction. Based on its sizes and robustness, it is the management's view that the Company should have good access to the capital market going forward.

3.15.3. The Company's Borrowing Arrangements and Repayment Schedules

The Company has a total of thirty three – 33 – different facilities as per date of this Information Memorandum, in addition to one – 1 – approved but not yet drawn facility. Due to the many facilities, the below overview of the Company's Borrowing Agreements is categorised as follows; Out of the total thirty four – 34 – facilities, four facilities – 4 – are categorized as "Acquisition financing", twenty eight – 28 – facilities as "Vessel and non-current asset financing", one – 1 – facility as "Other long-term debt" and the undrawn facility as "Approved, not yet drawn bank debt".

Description	Nominal interest rate	Amount (NOK thousand)	Repayment plans (years)
Existing debt
Acquisition financing	3 months Nibor + 1.75%-1.90%, floating	65,300	1-5
Vessel and non- current asset financing	3 months Nibor + 1.75-2,20%, partial floating	1,281,859	6-25
Other long-term debt	3 months NIBOR + 2,00%-2.20%, floating	5,010	2
Total existing debt	-	1,352,169	-
Approved, not yet drawn bank debt	3 months NIBOR + 2,00%-2.20%, floating	200,000	1
TOTAL DEBT	-	1,552,169	-

The accumulated repayment schedule of the "Acquisition financing" facilities, including the one – 1 – "Approved, not yet drawn bank debt" facility is illustrated in the table below:

Year	Outstanding debt NOKm (year end)	Repayment
As of the date of this Information Memorandum	265.3
2017	259.4	5.9
2018	45.0	214.4
2019	31.3	13.7
2020	18.1	13.1
2021	5.0	13.1
2022	-	5.0

The accumulated repayment schedule of the "Vessel and non-current assets financing" facilities is illustrated in the table below:

Year	Outstanding debt NOKm (year end)	Repayment
As of the date of this Information Memorandum	1,281.9
2017	1,240.2	41.7
2018	1,156.8	83.4
2019	1,077.4	79.4
2020	1,001.4	76.0
2021	925.5	76.0
2022	849.5	76.0
2023	774.0	75.5
2024	701.8	72.2
2025	631.3	70.5
2026	562.9	68.4

The repayment schedule of the "Other long-term debt" facility is illustrated in the table below:

Year	Outstanding debt NOKm (year end)	Repayment
As of the date of this Information Memorandum	5.0
2017	5.0	-
2018	-	5.0

3.15.4. Restrictions on the use of capital resources

Each of the Company's financing facilities may be used for general corporate purposes, and there are no restrictions for the use of capital which directly and indirectly has or may have significant impact on the Company business.

3.16. Recent Developments

The Group has not experienced any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, other than the changes related to the Transaction, as described in this Information Memorandum.

The Group does not have information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on its future prospects.

3.17. Working Capital Statement

As of date of thisInformation Memorandum, the Company is of the opinion that the working capital of the Group is sufficient for its present requirements.

3.18. Share Capital

As of the date of this Information Memorandum, the share capital of the Company is NOK 24,252,150 divided into 24,252,150 Shares each with a par value of NOK 1. The Company has one single class of Shares, of which all are issued and fully paid. The Company's share capital following the Transaction will be NOK 72,756,446 made up from 72,756,446 Shares with par value of NOK 1 per share, all fully paid.

The following table sets out the development of the Company's share capital since 1 January 2014.

	Par Value (NOK)	Number of Shares outstanding	Share Issuance (share)	Subscription price (NOK)	Total number of Shares outstanding	Total Shares capital (NOK)
As of 1 January 2014	10	1,623,933	-	-	1,623,933	16,239,330
As of 12 August 2014	1	1,623,933	1:10 split	-	16,239,330	16,239,330
As of 30 September 2014	1	16,239,330	3,846,153	13.00	20,085,483	20,085,483
As of 22 December 2014	1	20,085,483	4,166,667	12.00	24,252,150	24,252,150
As of 5 June 2017	1	24,252,150	48,504,296	29.50	72,756,446	72,756,446

It should be noted that on the general meeting dated 12 August 2014 it was decided to carry out a stock-split of 1:10, increasing the number of Shares from 1,623,933 to 16,239,330. In addition, on the same extraordinary general meeting, it was approved to increase the Company's share capital by NOK 50 million by issuing of 3.846.153 Shares with nominal value of NOK 1 per share. The subscription price was NOK 13 per share.

On the extraordinary general meeting held on 14 November 2014, it was resolved to approve the Rights Offering and to increase the Company´s share capital by NOK 50 million, through the issuance of 4 166 667 ordinary Shares at a price of NOK 12 per share.

Following the registration of the capital increase in relation to the issuance of New Shares the share capital of the Company will be increased to NOK 72,756,446 divided into 72,756,446 Shares each with a par value of NOK 1.

3.19. Corporate governance

The Company maintains high standards of corporate governance and is committed to ensure that all shareholders of the Company are treated equally.

The Company's principles for corporate governance comply with the Norwegian Code of Practice of Practice for Corporate Governance published on 30 October 2014 by the Norwegian Corporate Governance Board (the "Corporate Governance Code") except for deviations disclosed in the annual report each year in the Company's annual report, that the Company has not considered it necessary to establish a remuneration committee, incorporated by reference in section 12.2.

3.20. Independent Auditor

The Company's independent auditor is Ernst & Young AS, which has its registered address at Havnegt. 9, 7462 Trondheim, Norway and has audited the Company's separate and group financial statements for 2014, 2015 and 2016, which are incorporated by reference in this Information Memorandum. The partners of Ernst & Young AS are members of The Norwegian Institute of Public Accountants (Nw. Den Norske Revisorforening). Ernst & Young has issued an Independent Practitioners' Assurance Report on the compilation of unaudited pro forma financial information included in this Information Memorandum.

3.21. Legal and Arbitration Proceedings

As of the date of this Information Memorandum, the Company is not subject to any governmental, legal or arbitration proceedings during the course of the preceding twelve months, including any such proceedings which are pending or threatened, of such importance that they have had in the recent past, or may have, a significant effect on the Company or the Group's financial position or profitability.

3.22. Material contracts

The Group has not for the two preceding years entered into any material contracts outside of the ordinary course of business of the Group, except the agreement for purchase of 100 % of the shares of MNH.

Furthermore, the Group has not for the two preceding years entered into any contract which entails rights or obligations which are material for any company in the Group, outside of the ordinary course of business of the Group.

4 THE TRANSACTION

4.1. Overview

Through the Transaction, the Company will acquire 100 % of the shares in MNH against issuance of New Shares, based upon a valuation where the current business of the Company is valued at 1/3 of the total following completion of the Transaction and MNH is valued at 2/3 of the total following completion of the Transaction. In addition to the issuance of the New Shares, an additional cash consideration of is payable by the Company (partly subject to fulfilment of certain conditions), as further detailed in section 4.5 below. MNH is today an independent fully integrated salmon farming company with an annual production of approximately 15,000 tonnes of Atlantic salmon.

4.2. Background and reason for the Transaction

The Company is currently a leading provider of transportation and other services to the Norwegian aquaculture industry. Through the Transaction the Company will solidify this position and integrate its current business in an integrated value chain which also includes salmon farming. The Company intends to increase effectiveness and decrease its production costs and biological risk through a fully integrated value chain. The Company will furthermore be well placed to participate in further consolidations of the aquaculture industry, including transportation- and other service industries thereto.

4.3. The Sellers

The Sellers are all Norwegian private limited companies that are owned by the original founders of MNH and their family members.

The Sellers, and the allocation of the shares in MNH upon the Sellers prior to the Transaction, are set out in the table below:

Name of Seller	Company Registration Number	Address	Shares in Midt Norsk Havbruk AS	Percentage
Haspro AS	917 867 011	Ringvervveien 4, 1630 Gamle Fredrikstad	969,738	32.32
Marbo AS	995 934 450	Hansvikvågveien 17, 7900 Rørvik	63,790	2.13
Bergpro AS	913 266 978	Emil Nordbys veg 44A, 2312 Ottestad	101,492	3.38
Rodo Invest AS	989 229 729	Naustbukta, 7970 Kolvereid	364,980	12.17
Dolmen Invest AS	992 627 999	Naustbukta, 7970 Kolvereid	261,120	8.70
Williksen Invest AS	939 366 482	Flerengstrand, 7900 Rørvik	1,021,520	34.05
Vikna Holding AS	992 993 154	Flerengstrand, 7900 Rørvik	113,500	3.78
E. F. Dolmen Invest AS	918 329 781	c/o Eilif Dolmen, Rødstrupevegen 32 6425 Molde	61,560	2.05
H. G. Dolmen Invest AS	918 562 680	c/o Harald Dolmen, 7990 Naustbukta	42,300	1.41
Total			3,000,000	100.00

4.4. Description of the Transaction

Through the Transaction the Company will acquire 100 % of the shares in MNH as consideration in kind against the issuance of the New Shares through a share capital increase directed towards the Sellers, as well as an additional cash consideration (party subject to fulfilment of certain conditions) as further detailed in Section 4.5 Consideration below. In addition the Company has an option to acquire all shares in MNH Holding AS, as further described in Section 4.6 below.

The shares are acquired by the Company on an "as-is" basis, with certain limited warranties from the Sellers relating to title to the transferred shares, material defects in the balance sheet of the Company and certain other issues. Apart from these the Transaction is based upon a merger principle without additional adjustments between the parties.

MNH is a limited liability company incorporated in Norway, with its main office in Rørvik, Norway. The current shareholder structure of the company is as set out in Section 4.3.

Name	Position	Business address
Tore Holand	CEO	Skippergata 24, 7900 Rørvik
Frank Øren	COO	7970 Kolvereid
Roger Eiternes	Technical Manager	7970 Kolvereid

The management of MNH consists of the following

The board of directors of MNH consists of the following:

Name	Position	Business address
Torbjørn Gjelsvik	Chairman	Geithusvegen 146, 5259 Hjellestad
Ivar Sigmund Williksen	Vice Chairman	Frøytunveien 3D, 1357 Bekkestua
Roald Dolmen	Board member	7970 Kolvereid
Solvår Hallesdatter Hardesty	Board member	Skipperveien 18, 8070 Bodø
Henrik Aleksander Dolmen	Board member	Marie Michelets veg 13C, 7046 Trondheim

MNH is a salmon farming company located around Vikna Island, Trøndelag, with annual production of approximately 15,000 tonnes of Altantic salmon. The company is integrated with smolt hatching facility, processing facility and distribution. The company owns 16 salmon farming licenses, including 10 standard licenses and two temporary FoU licenses and four development licenses granted to MNH's partly owned subsidiary MNH-Produksjon AS in April 2017.

In 2016 MNH's consolidated revenue pursuant to NGAAP reached NOK 457.4 million, EBITDA equalled NOK 144.7 million with net income of NOK 95.6 million. The total assets on the balance sheet amounted to NOK 642.5 million and equity amounted to NOK 352.8 million. There are no significant assets or liabilities not on the balance sheet.

MNH had (on a consolidated basis) debt to credit institutions equal to NOK 109.1 million pursuant to the accounts for the fiscal year 2016.

4.5. Consideration

The Sellers shall transfer 3 000 000 shares in MNH, equal to 100 % of the shares in MNH, to the Company as consideration in kind in a share issue in the Company directed towards the Sellers. In the share issue the Company will issue, in aggregate, 48,504,296 New Shares to the Sellers for a subscription price per share equal to NOK 29,50 and a total subscription amount equal to NOK 1,430,876,732 which gives a value per share in MNH equal to approximately NOK 476,96.

After the Transaction the Sellers will own 48,504,296 Shares in the Company, equal to approximately 2/3 of all Shares in the Company after closing of the Transaction.

The New Sharesin the Company will carry the same rights and will rank pari passu with the existing issued Shares of the Company. The New Shares will be listed on the Oslo Stock Exchange under the Company's ordinary ISIN.

The Sellers have accepted a limited lock-up on the New Shares until March 1, 2018, where up to 10 % of each Sellers portion of the New Shares may be sold in an initial sale in connection with completion of the Transaction, an additional 10 % may be sold in the period lasting up until September 1, 2017, 50 % of each Sellers remaining New Shares may be sold between September 1, 2017 and December 1, 2017 and 50 % of each Sellers remaining New Shares may be sold between December 1, 2017 and March 1, 2018.

Namsos Invest AS, Trønderbilene AS and Amble Investment AS, the three largest current shareholders in the Company, have accepted a similar lock-up until September 1, 2017.

Name of Seller	Percentage	New Shares
Haspro AS	32.32	15 678 820
Marbo AS	2.13	1 031 363
Bergpro AS	3.38	1 640 932
Rodo Invest AS	12.17	5 901 033
Dolmen Invest AS	8.70	4 221 814
Williksen Invest AS	34.05	16 516 037
Vikna Holding AS	3.78	1 835 079
E. R. Dolmen Invest AS	2.05	995 308
H. G. Dolmen Invest AS	1.41	683 910
Total	100.00	48 504 296

The allocation of the New Shares to the Sellers is set out below:

Furthermore, MNH' partly owned subsidiary MNH-Produksjon AS had eight applications for eight salmon farming development licences relating to its Aquatraz - concept on the date of the agreement. The agreement provided for a conditional additional cash consideration for the Sellers of NOK 50,000,000 (in aggregate) for each such development license which are finally granted to MNH-Produksjon AS. Such additional consideration falls due one – 1 – month after a development license is granted to the Company, provided however that any additional cash consideration for development licenses granted prior to closing of the Transaction falls due one – 1 – month after closing of the Transaction.

On April 28, 2017 MNH-Produksjon AS was granted four – 4 – development licenses relating to its Aquatraz concept, whilst the remaining four were rejected. As of the date of this Information Memorandum, MNH-Produksjon AS has appealed two – 2 – of the rejected four – 4 – development licenses.

The four development licenses granted to MNH-Produksjon AS entitles the Sellers to an aggregate additional cash consideration for their shares in MNH equal to NOK 200,000,000, to be paid one – 1 – month after closing of the Transaction. The allocation of the additional cash consideration to the Sellers is as follows:

Name of Seller Percentage		Additional cash consideration NOK
Haspro AS	32.32	64,649,200.00
Marbo AS	2.13	4,252,666.67
Bergpro AS	3.38	6,766,133.33
Rodo Invest AS	12.17	24,332,000.00
Dolmen Invest AS	8.70	17,408,000.00
Williksen Invest AS	34.05	68,101,333.33
Vikna Holding AS	3.78	7,566,666.67
E. F. Dolmen Invest AS	2.05	4,104,000.00
H. G. Dolmen Invest AS	1.41	2,820,000.00
Total	100.00	200,000,000.00

The Board of Directors of the Company has received a fairness opinion from Danske Bank (Corporate Finance) confirming the fairness of the consideration.

4.6. Option to purchase MNH Holding AS

The agreement grants the Company a right, but no obligation, to purchase from Haspro AS, Rodo Invest AS, Dolmen Invest AS, Bergpro AS and Marbo AS 100 % of the shares of MNH Holding AS, a Norwegian private limited liability company with business registration number 911 917 408 and address in Rørvik, Norway (the "Option"). MNH Holding AS held shares in MNH upon execution of the agreement between the Company and the Sellers, but these shares have been transferred to the shareholders in MNH Holding AS.

The agreement states that the only asset of MNH Holding AS upon execution of the option shall be 23,144,282 shares in Fiskeldi Austfjarda HF, an Icelandic limited liability company with Icelandic company registration number 520412-0930. Shares held by MNH Holding AS are equal to approximately 45.18 % of the shares in Fiskeldi Austfjarda HF.

The purchase price for the shares in MNH Holding AS shall be NOK 294,000,000, adjusted for any assets or liabilities apart from the shares in Fiskeldi Austfjarda Hf (the "Option Purchase Price"). The Option Purchase Price shall be settled in cash. As such, the Option Purchase Price is based on the value of the shares in Fiskeldi Austfjarda HF, which are valued on the basis of the issue price in the last share issue in Fiskeldi Austfjarda HF, completed in March 2017 where MNH subscribed for shares in Fiskeldi Austfjarda HF.

Founded in 2012, Ice Fish Farm operates eco-friendly fish farming of Altantic salmon and trout in the Eastern fjords of Iceland. It has received Aqua Gap verification on its production and harvesting. The company currently holds licenses with capacity to produce 11,000 tonnes per year and has applied for additional license of 43,000 tonnes. Besides, the company produces its own smolt and has a harvesting station at Djupivogur.

In order to uplift growth potential, MNH has invested in Ice Fish Farm with an ownership of 14.83% in February 2017.

The option may be exercised within September 1, 2017, and completed one – 1 – month after it has been exercised. The agreement provides for an extension of the option period if the current shareholders of MNH Holding AS need more time to strip other assets and liabilities than the shares in Fiskeldi Austfjarda HF from the balance sheet of MNH Holding AS.

Completion of the option will trigger a right of first refusal and tag-along right for the other shareholders in Fiskeldi Austfjarda HF. The Company intends to negotiate with the other shareholders in Fiskeldi Austfjarda HF to clarify the effect of such rights of first refusal and tag-along rights prior to the Company decision on whether to execute the option.

4.7. Financing Arrangements in connection with the Transaction

The Company will on closing of the Transaction issue the New Shares as consideration for acquisition of the shares in MNH.

The additional cash consideration, as described in section 4.5 above, falls due one month after closing of the Transaction. The Company is planning to finance the additional cash consideration through loan facilities.

4.8. Closing conditions for the Transaction

Closing of the Transaction is pursuant to the agreement subject to fulfilment of certain conditions, including approval from the Norwegian Competition Authority and due diligence of both the Company and MNH.

Competition clearance was received on May, 3, 2017 and the due diligence condition was fulfilled on May 9, 2017.

Furthermore, the Transaction requires approval from the General Meeting of the Company with a 2/3 majority vote in favour of the Transaction, including issuance of the New Shares, from participating shareholders. Shareholders representing more than 2/3 of the Shares in the Company support the Transaction and have committed to vote in favour at the General Meeting. The general meeting to approve the transaction is scheduled to be held on or about 15 June 2017.

4.9. Adjustment of the Articles of Association of the Company

In connection with the General Meeting of the Company described in section 4.8 the Board of the Company will propose that the General Meeting amend the purpose of the Company, as set out in the Articles of Association, to clarify that the Company may engage in salmon farming and related activities.

The Board has proposed that the General Meeting amend the Articles of Association clause 2 as follows:

The Company, which shall be a public limited liability company, has as its purpose to engage in production, processing and sale of marine species and other connected activities, transportation and marine industries, and by subscription of shares or in other ways participate in other companies.

The Board has furthermore proposed that the General Meeting amend the place of business of the Company from Namsos to Nærøy.

4.10. Relationship with Creditors

The Transaction is not expected to negatively impact the relationship the Company has with its creditors, as it will significantly strengthen the balance sheet of the Company.

4.11. Closing of the Transaction

The closing of the Transaction will occur through subscription of the New Shares immediately after the General Meeting described in Section 4.8.

The Company is planning to summon an extraordinary General Meeting on or about June 15, 2017 to consider the Transaction and issuance of the New Shares and expects that closing of the Transaction will occur then. The New Shares will be listed shortly thereafter.

4.12. Agreements with Board Members and members of Management in connection with the Transaction

There are no special arrangements or agreements with members of the Board or management of the Company in connection with the Transaction. Furthermore, there are no special arrangements or agreements with members of the management of MNH in connection with the Transaction.

All Board members in MNH, with the exception of the Chairman of the Board, own shares directly or indirectly in the Sellers. Furthermore, Roald Dolmen, Solvår Hallesdatter Hardesty, Halle Ragnar Sivertsen, Hermann Øystein Dolmen, Henrik Aleksander Dolmen and Halvår Sivertsen all (indirectly) own shares in MNH Holding AS.

The nomination committee of the Company has on May 24, 2017 proposed a new Board of Directors, reflecting the changes to the shareholder structure, to be resolved at the same General Meeting as resolves the Transaction. To avoid uncertainty the largest current shareholders in the Company, Trønderbilene AS, Namsos Invest AS and Amble Investments AS, and the largest (by number of New Shares) of the SellersWilliksen Invest AS, Vikna Holding AS, Haspro AS, Rodo Invest AS, Dolmen Invest AS, Bergpro AS and Marbo AS, have agreed to support and vote in favour of the proposal of the nomination committee.

The proposal from the nomination committee is as follows:

Chairman Roger Granheim	- deputy: Vidar Kjesbu
Board member Odd Reidar Øie	- deputy: Kari Øie Nilsen
Board member Grete Rekkebo Brovoll	- deputy: Mari-Anne Hoff
Board member Hege Bjørgum Skillingstad	- deputy: Vidar Øie Nilsen
Board member Nils Martin Williksen	- deputy: Nils Andre Williksen
Board member Solvår Hallesdatter Hardesty	-deputy Frank Øren
Board member Henrik Dolmen	- deputy Jorun Dolmen»

4.13. Accounting and tax

The Company does not expect to incur any material accounting or tax consequences through completion of the Transaction.

4.14. Expenses

Each of the Sellers and the Company shall bear their own expenses in connection with the Transaction, provided however that MNH shall bear the costs of due diligence of the Company.

The expenses are estimated to NOK 4,100,000.

4.15. Resolution to issue the New Shares

The Board of the Company has proposed that the extraordinary General Meeting of the Company, planned to be held on or about June 15, 2017, pass the following resolution for the issue of the New Shares:

• 1. The Company's share capital is increased by NOK 48,504,296 by issuing 48,504,296 New Shares each with a nominal value of NOK 1.00.
• 1. The subscription price shall be NOK 29.50 per share, implying a total gross proceeds of NOK 1 430 876 732.

• The Shares may be subscribed by the following persons and companies, with allocation as follows:

Subscriber	Number of Shares	Subscription Amount NOK
Haspro AS	15,678,820	462,525,190.00
Marbo AS	1,031,363	30,425,208.50
Bergpro,AS	1,640,932	48,407,494.00
Rodo Invest AS	5,901,033	174,080,473.50
Dolmen Invest AS	4,221,814	124,543,513.00
Williksen Invest AS	16,516,037	487,223,091.50
Vikna Holding AS	1,835,079	54,134,830.50
E. F. Dolmen Invest AS	995,308	29,361,586.00
H. G. Dolmen Invest AS	683,910	20,175,345.00
Total	48,504,296	1,430,876,732.00

• 1. The time limit for subscribing the New Shares is the day of this General Meeting, at 23:59.
• 1. The subscription price for the New Shares shall be settled by consideration in kind in the form of 3 000 000 shares in MNH, Norwegian company registration number 963 867 212, equivalent to 100 % of the issued and outstanding shares of MNH, where each subscriber shall transfer the number of shares in MNH specified below:

Name of Subscriber	Shares in Midt-Norsk Havbruk AS
Haspro AS	969,738
Marbo AS	63,790
Bergpro AS	101,492
Rodo Invest AS	364,980
Dolmen Invest AS	261,120
Williksen Invest AS	1,021,520
Vikna Holding AS	113,500
E. F. Dolmen Invest AS	61,560
H. G. Dolmen Invest AS	42,300
Total	3 000 000

• 1. The consideration in kind shall be transferred to the company on the day of this General Meeting.
• 1. The New Shares will have full rights in the Company, including the right to receive dividends, from and including the time of registration of the share capital increase in the Norwegian Register of Business Enterprises.
• 1. From the registration of the share capital increase in the Norwegian Register of Business Enterprises article 4 of the Articles of Association of the company shall be amended as follows:

The Company's share capital is kr 72,756,446 divided upon 72,756,446 Shares. Nominal value per share is NOK 1. The Company's Shares shall be registered in the Norwegian Central Securities Depository.

• 1. The estimated costs in relation to the Share capital increase, mainly related to fees to legal and financial advisor, registration fees, costs in preparing the information memorandum and similar, is estimated to approximately NOK 1,500,000.
• 1. The agreement for purchase of the shares in MNH establishes certain special rights, cf the public limited companies act section 10-2, as further specified in section 11 – 14 below.

• The Company shall within one – 1 – month of the General Meeting pay a cash consideration to the subscribers equal to NOK 200,000,000 as an additional consideration for the shares in MNH, allocated upon the subscribers as specified below:

Name of Seller	Additional consideration NOK
Haspro AS	64,649,200.00
Marbo AS	4,252,666.67
Bergpro AS	6,766,133.33
Rodo Invest AS	24,332,000.00
Dolmen Invest AS	17,408,000.00
Williksen Invest AS	68,101,333.33
Vikna Holding AS	7,566,666.67
E. F. Dolmen Invest AS	4,104,000.00
H. G. Dolmen Invest AS	2,820,000.00
Total	200,000,000,00

• 1. The Company shall furthermore, if MNH' subsidiary MNH-Produksjon AS gets assigned additional, development licences for salmon for which it has applied in connection with its Aquatraz – concept, pay an additional consideration to the subscribers for each such licence equal to NOK 50,000,000 distributed upon the subscribers proportionally based upon their holding of shares in MNH prior to the sale. The additional consideration falls due one – 1 – month after such licences have been finally assigned to the Company.
• 1. The Company has furthermore entered into an option agreement with Haspro AS, Rodo Invest AS, Dolmen Invest AS, Bergpro AS and Marbo AS where the Company is provided a right to purchase 100 % of the shares of MNH Holding AS, Norwegian company registration number 911 917 408 for a cash consideration equal to NOK 294,000,000.
• 1. The contribution in kind, terms of the additional consideration set out in 11 and 12 and the option to purchase the shares of MNH Holding AS set out in 13 are described more fully in the auditors statement enclosed hereto pursuant to the public limited companies act section 10-2 (3).

The New Shares are expected to be issued on or about June 15, 2017 and are expected to be listed on the Oslo Stock Exchange under the ticker code "NTS" on or about the same date. The New Shares will be registered under the ordinary Company's ISIN NO 000 489 5103.

5 PRESENTATION OF MIDT NORSK HAVBRUK AS

5.1. Corporate information

MNH is a Norwegian private limited liability company incorporated under the laws of Norway with business registration number 963 867 212 and is governed by the Norwegian private limited liability companies act]. The Company was incorporated on 25 March 1992. The Company has its registered address at Nyvegen 20, 7900 Rørvik, telephone: (+47) 908 44 800 and the web-address is http://mnh.no.

MNH is a salmon farming company located around Vikna Island, Trøndelag, with annual production of approximately 15,000 tonnes of Altantic salmon. The company is integrated with smolt hatching facility, processing facility and distribution. MNH owns 16 salmon farming licenses, including 10 standard licenses, two temporary FoU licenses which were granted in 2013, and four development licenses granted to MNH's partly owned subsidiary MNH-Produksjon AS in April 2017.

As per the MNH 2016 consolidated annual accounts which has been based on Norwegian generally accepted accounting principles (NGAAP) , its revenue reached NOK 457.4 million, EBITDA equalled NOK 144.7 million with net income of NOK 95.6 million. The total assets on the balance sheet amounted to NOK 642.5 million, equity amounted to NOK 352.8 million and total net interest baring debt equalled NOK 102 million. There are no significant assets or liabilities not on the balance sheet.

As of April 2017, MNH employs about 50 employees.

5.2. Business overview

5.2.1. Salmon farming

MNH has operated its salmon farms in cooperation with Bjørøya AS since 2012. Bjørøya AS has around 35 employees and is controlled by the Løfsnes-family. The basis of the cooperation is to realise economies of scale and better utilise the maximum allowed biomass ("MAB").

The companies are run independently but operate jointly their licenses. All incomes and costs associated with the farming are pooled together, and distributed based on their respective share of MAB.

The joint farming covers 16 standard farming licenses, among which 10 owned by MNH and six by Bjørya. Besides, it also includes a visiting license, two temporary FoU licenses.

In 2014-2016, MNH harvested 12,500, 16,900 and 8,900 tonnes GWE of Atlantic salmon respectively.

5.2.1.1. Fiskeldi Ausfjarda HF (Ice Fish Farm)

In order to uplift growth potential, MNH has invested in Ice Fish Farm with an ownership of 14.83% in February 2017.

Founded in 2012, Ice Fish Farm operates eco-friendly fish farming of Atlantic salmon and trout in the Eastern fjords of Iceland. It has received Aqua Gap verification on its production and harvesting. The company currently holds licenses with capacity to produce 11,000 tonnes per year and has applied for additional license of 43,000 tonnes. Besides, the company produces its own smolt and has harvesting station at Djupivogur.

5.2.1.2. Semi-close cage farming system – Aquatraz

MNH has established its subsidiary MNH-Produksjon As in March 2016. MNH-Produksjon As is engaged in the development of Aquatraz.

The Aquatraz concept is a semi-closed steel fish cage for aquaculture of salmon in close coastal areas. Aquatraz is designed to be used in existing fish farming locations using existing frame mooring system and infrastructures. The fish cage consists of a circular semi-closed steel fish cage (circumference of 160 m) and a conical fish net connected to the lower cage circumference. Open panels with fish net is arranged in the steel cage sides to ensure natural change of water due to tidal current. The fish cage rests on a buoyancy ring of steel. Aquatraz is further arranged with a lifting system (consisting of four (4) lifting columns) with the purpose of lifting the fish cage out of water in connection with unloading, disinfection, maintenance and repair.

MNH has submitted application for eight development licenses for Aquatraz in March 2016. Four licenses have been awarded at end of April 2017. These additional four licenses grant MNH the opportunity to further develop and commercialise Aquatraz and strengthen MNH's production capacity.

5.2.2. Smolt production

MNH has one smolt production license and a fully-owned smolt production facility, called Osan Settefisk. The smolt facility has annual production capacity of 700,000 smolt.

Moreover, MNH partly owns smolt facilities Åsen Settefisk AS together with Sinkaberg-Hansen and Emilsen Fisk. Åsen Settefisk AS owns 100% of Flatanger Settefisk AS. Collectively, the two companies possess an annual capacity of approximately 10 million smolt.

MNH is nearly self-sufficient with smolt, enabling more control of the quality of salmon input source.

5.2.3. Processing and distribution

Nils Williksen AS, an associated company of MNH handles slaughtering, processing and distribution of salmon. The other co-owners are SalmoNor AS and Bjørøya AS. The facility locates in Vikna area and has a capacity of 130 tonnes per shift. It processes 240 tonnes per day in the high season. The company distributes both fresh and frozen salmon to clients in the European and Asian markets.

Additionally, MNH has set up Win Win Seafood, a joint venture with Wonil Seafood Corporation, a South Korea based company. Win Win Seafood is in engaged in distributing MNH's salmon to Asia markets.

5.2.4. Cleaner fish

MNH has established Namdal Rensefisk AS in cooperation with Bjørøya AS for producing cleaner fish. The company has an output of two million cleaner fish per year. MNH has as well partial ownership in Nordland Rensefisk AS that produces cleaner fish.

Cleaner fish provides cleaning service to other fish species, in our case to Salmon, by eating dead skin and parasites such as sea lice. It is considered an eco-friendly alternative to fish medicines to help salmon stay healthy.

5.3. Legal structure

The table below sets forth the legal structure of the company prior to completion of the Transaction.

Companies	Company's ownership	Company's share of votes	Business address city/ location	Business address
Directly owned subsidiaries
MNH-Produksjon AS	90.6%	90.6%	Nyvegen 20, 7900 Rørvik	Norway
Indirectly owned associated companies
Flatanger Settefisk AS	40.7%	40.7%	c/o Åsen settefisk AS, 7630 Åsen	Norway
Directly owned associated companies
Åsen Settefisk AS	40.7%	40.7%	Hopla 47, 7632 Åsenfjord	Norway
Nils Williksen AS	42.2%	42.2%	Nordveien 255, 7900 Rørvik	Norway
Fiskeldi Austfjarda HF	14.83%	14.83%	Nesbala 122 170 Seltjarnarnes	Iceland
Win Win Seafood Corporation	50.0%	50.0%	A-1111, Samho Bldg., 83, Nonhyun-ro, Seocho-gu, Seoul	South Korea
Nordland Rensefisk AS	20.0%	20.0%	Naustholmen, 8764 Lovund	Norway
Vital Rørvik AS	16.3%	16.3%	Stakkskardsveien 66, 7900 Rørvik	Norway
Oppdretternes Miljøservice AS	23.3%	23.3%	Nyvegen 20, 7900 Rørvik	Norway
Namdal Rensefisk AS	12%	12%	7770 Flatanger	Norway

5.4. Management and organization

All of the management duties are carried out by the company's executive Management. The executive Management team consists of four individuals as listed below.

Name	Position	Business address
Tore Holand	CEO	Skippergata 24, 7900 Rørvik
Frank Øren	COO	7970 Kolvereid
Roger Eiternes	Technical Manager	7970 Kolvereid
Torolf Storsul	Fish health Manager	7970 Kolvereid

In accordance with a resolution by the general meeting of the company on May 20, 2016, the names and positions of the members of the Board of Directors are, and will be as per the first day of trading, as set out in the table below:

Name	Position	Business address
Torbjørn Gjelsvik	Chairman	Geithusvegen 146, 5259 Hjellestad
Ivar Sigmund Williksen	Board member	Frøytunveien 3D, 1357 Bekkestua
Roald Dolmen	Board member	7970 Kolvereid
Solvår Hallesdatter Hardesty	Board member	Skipperveien 18, 8070 Bodø
Henrik Aleksander Dolmen	Board member	Marie Michelets veg 13C, 7046 Trondheim

5.5. Recent development

MNH has not experienced any significant change in the financial or trading position of the group which has occurred since the end of the last financial period 31 December 2016.

The company does not have information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on its future prospects.

5.6. Legal and Arbitration Proceedings

As of the date of this Information Memorandum, the company is not subject to any governmental, legal or arbitration proceedings during the course of the preceding twelve months, including any such proceedings which are pending or threatened, of such importance that they have had in the recent past, or may have, a significant effect on the company or the group's financial position or profitability.

5.7. Material contracts

MNH and its subsidiaries has not for the two preceding years entered into any material contracts outside of the ordinary course of business of MNH or its subsidiaries.

Furthermore, MNH and its subsidiaries have not for the two preceding years entered into any contract which entails rights or obligations which are material for any of MNH or its subsidiaries, outside of the ordinary course of business of MNH and its subsidiaries.

6 THE GROUP FOLLOWING THE TRANSACTION

This Section provides information about the prospects of the results of the Transaction and its expected implications on the Company following the Transaction and should be read in conjunction with other parts of the Information Memorandum, in particular Section 5 "Presentation of Midt-Norsk Havbruk AS" and Section 10 "Unaudited Pro Forma Financial Information". The following discussion contains Forward-looking Statements that reflect the Company's plans and estimates. Factors that could cause or contribute to differences to these Forward-looking Statements include, but are not limited to, those discussed in Section 1 "Risk Factors" and the "Cautionary Note Regarding Forward-Looking Statements" on page 1.

6.1. The Company following completion of the Transaction

Following completion of the Transaction, NTS will become an aquaculture and aquaculture services company, fully integrated with salmon farming, transportation and aqua services.

A portfolio of 19 vessels, of which 10 are wellboats. The remaining 9 are service vessels as set forth in section 3

• 16 salmon farming licenses, including 10 standard licenses, two temporary FoU licenses and four development licenses granted to MNH's partly owned subsidiary MNH-Produksjon AS in April 2017
• One smolt production license with one fully owned smolt production facility and two partly owned smolt facilities
• Aqualtraz the semi close cage system
• 14.83% of Fiskeldi Ausfjarda HF
• And all the other assets described in section 3.4 and 5.3

NTS will also have the right to exercise the option to buy MNH Holding As's 45.18% ownership in Fiskeldi Ausfjarda HF with an expiry date of 1st September 2017.

The original shareholders of MNH will hold 2/3 Shares of the Group after the Transaction and the original shareholders of NTS will hold the remaining 1/3.

The Company will have approximately 280 employees.

6.2. Strengths and strategies following competition of the Transaction.

After the Transaction of the assets, NTS will be a major salmon producer in Norway with one of the largest fleets within well boat transportation and aquaculture-services.

The Transaction will create a financially and operationally strong salmon farming company with good growth opportunities, and will be well positioned to further consolidate the salmon farming, well boat services and other aqua services industries.

The Company has the ambition to improve efficiency and reduce production costs and biological risk through a fully integrated business model.

Midt-Norge will be a core area of operations for the Group following the Transaction, with potential expansion into salmon farming in Iceland and in Norway.

7 INDUSTRY OVERVIEW

The industry overview section below is divided into three parts. The first two sections, Wellboats for salmon farming industry (7.1) and Service vessels and diving industry (7.2), describesthe main industries in which NTS ASA as of before the completion of the Transaction. The third section, Salmon market (7.3), describes the main industry in which MNH operates as of before the completion of the Transaction.

7.1. Wellboats for salmon farming industry

The demand for wellboats is closely correlated with salmon and trout farming volumes, which have seen a strong growth in recent years.

Figure 1 - Development in Norwegian salmon volumes

Source: The salmon farming industry in Norway, Kontali, 2016, the source is based on abonnement and not available publicly

According to the World Databank the world population growth was 1.2 percent in 2015. The growth is expected to continue and the UN estimates that the global population will grow to approximately 9.7bn by 2050. Assuming a constant consumption of protein per capita, this implies a 40 percent increase in the demand for proteins and several sources also argue that the actual demand for protein will double. Fish proteins represent 6.5 percent of protein sources for human consumption and with the growth in demand for proteins, total volume of fish produced will increase. Land based resources are scarce, and with aquaculture being the fastest growing animal based food producing sector, it is expected to contribute increasingly as a source of protein for human consumption (Marine Harvest Handbook, 2016). This supports an expected increase in the aquaculture volumes which in turn supports growth in well boat activity.

The last 5 years the wellboat industry has experienced increased demand from Salmon farmers due to stricter regulations on sealice. As wellboats provides efficient sea lice treatment, the demand of this type of assets has increased significantly the last years.

The Salmon farming sector has been consolidated over the past decade, resulting in substantially increased requirements for the wellboat operators. Demand for larger and more cost efficient vessels has increased as the salmon producers' factories have become fewer and larger, thus implying longer freight distances. The increased focus on bio-security issues and a more sophisticated market have also stimulated consolidation among the wellboat operators. The below figure illustrates the increase in both total fleet size and average size of each wellboat in the fleet.

Figure 2 - Total size of fleet vs. average size per wellboat

For several years, the Norwegian wellboat industry was dominated by small companies with few (1-2) small and old vessels. These old and outdated vessels are increasingly phased out while the new vessels being constructed are considerably larger and more advanced with closed valve and lice treatment systems.

The number of vessels has decreased from around 110 in 2005 to approximately 67 at the date of this IM according to research provided by the Group. The wellboat fleet has been considerable consolidated and about 60 percent ownership (as measured in capacity) is now controlled by the top three operators, as showed by figure 3.

Figure 3 - Wellboat operators by capacity (m3)

7.2. Service vessel and diving industry

The service vessel and diving industry is strongly correlated with the developments in the aquaculture industry. As both figure 3 from section 8.1 and figure 9 below illustrates, the aquaculture industry is seeing strong growth.

Figure 4 – Value of Norwegian export of Atlantic salmon 2000-2015

Note: Yearly values have been calculated based on monthly values reported by Norwegian Seafood Council Source: Norwegian Seafood Council, http://seafood.no/markedsinnsikt/apne-rapporter/manedsstatistikk/

Stricter requirements imposed on the aquaculture industry in addition to industry growth, increases the demand for diving, mooring, net cleaning, sea lice treatment and related services. Another source of growth for the service industry is that the aquaculture operators increasingly choose to outsource maintenance services.

The following tables, set forth respectively, total industry turnover in million NOK and turnover growth for the most relevant industry players relative to 2012 levels (set to 100%).

Source: Bisnode, 2017, this is an abonnement based data base where we can find the financials of Norwegian companies. The estimates are based on the revenues of each company in respective years. The players taken into account are player given by figure 6.

Figure 6 - Individual turnover growth

Source: https://www.soliditet.no/selektering/search, this is an abonnement based data base where we can find the financials of Norwegian companies. 2016 figures are not available since some companies have not made available their 2016 annual reports.

Aggregated industry turnover shows a strongly growing industry. The industry is expected to show similar patterns regarding growth and development as seen in the wellboat industry.

The service vessel industry has due to previous regulations for vessels over 15 meters, traditionally consisted of vessels under this limit. Currently there is a growing trend towards using vessels over the 15 meter limit which will be governed by the regulations for ship operations. The market for services and service vessels is still characterized by many small local players, but in the coming years it is expected that industry will consolidate.

Significant changes since 31 March 2017

There have not been any significant changes in the markets since 31 March 2017. The markets have been stable and there have not been any unforeseen events as of the date of this Prospectus.

7.3. Salmon Market

7.3.1. Global salmon market

Salmon farming has a long production cycle of three years and fresh salmon product have short shelf life of approximately three weeks. It is perishable, therefore often marketed fresh. This also means that all produced salmon needs to be consumed within the same period. The long production cycle makes it challenging to adjust the production level in the short term. Therefore, the supply, represented by harvest volume, is very inelastic. However, temperature conditions and biological issues such as sea lice and algae boom can cause a fluctuation in salmon harvesting results. For example, the algea boom resulted from a high ocean temperature, intoxicated millions of salmon, wiped out about 20% of Chile's total production in 2016 (the Guardian).

The global market value has seen a strong growth in the recent years, estimated by Norwegian export contractual price, as set out in section 7.3.4 multiply by global harvest volume. The below graph demonstrates the development of global market value and global harvest volume.

Figure 7 – Development of global market value and harvest volume of Atlantic salmon

Source: Danske Bank Research, this source is based on abonnement and not available publicly

From a global market prospective, the harvest volume stood at about 2.2 million tonnes and the market value was estimated to be NOK 132.6 billion in 2016. The harvest quantity has grown by 75.2% with a CAGR of 5.2% while the market size has expanded more than three times since 2005.

7.3.2. Norwegian salmon harvest volume

As illustrated in the graph in section 7.1, the Norwegian harvest volume dropped by 5% in 2016 compared to that of 2015, to 1,171,000 tonnes. Prior to that, harvest volume has grown by 3% in 2015 reaching 1,234,000 tonnes, added approximately 32,000 tonnes compare to 2014. However, stricter government regulations and biological issues including sea lice have limited growth potential in recent years. And the Norwegian authority has signaled that the future growth will be subject to strict control.

Overall, taking the whole period from 2006 to 2016, the total harvest quantity doubled and the CAGR is at 7%.

7.3.3. Industry structure of farmed Atlantic salmon in Norway

The market is dominated by a handful of very large salmon farmers that account over 70% of total harvest volume in Norway. The remaining market is served by many small local salmon farmers.

Below is a table showing the largest 10 producers with their respective output quantity and total accounted market share based on 2015 GWE figures.

#	Top 10 Norway	Harvest volume (tonnes gwe)
1	Marine Harvest	254,800
2	Salmar	136,400
3	Lerøy Seafood	135,000
4	Cermaq	55,000
5	Nordlaks	40,500
6	Nova Sea	37,400
7	Grieg Seafood	31,700
8	Sjøtroll Havbruk	29,200
9	Norway Royal Salmon	27,900
10	Alsaker Fjordbruk	27,000
	Total Top 10	774,900
	Total Norway	1,110,800
	Top 10 % of total Norway	70%

Figure 8 – Top 10 Atlantic salmon farming companies in Norway

Note: This is only based on 2015 harvest volumes, 2016 are not available.

Source: Marine Harvest Salmon Industry handbook 2016, http://hugin.info/209/R/2023118/751659.pdf, page 27.

The top 10 producers has a combined output of 774,900 tonnes of Atlantic salmon while the total Norwegian output arrived at 1,110,900 tonnes per year. Marine Harvest is by far the biggest Atlantic salmon producer in the industry. The company has about one quarter of the market share in Norway.

It is worth noting that MNH produced 15,600 tonnes GWE in 2015, representing a market share of 1.4% in Norway.

7.3.4. Atlantic salmon prices

Below graph shows the development of salmon prices in the spot market and in the export. Both prices are defined as volume weighted prices, calculated as export value/export volume.

Figure 9 –Value of Norwegian export of Atlantic salmon 2000-2016

Source: weekly spot prices from Fishpool, www.fishpool.eu; export prices from Norwegian Seafood Council, http://seafood.no/markedsinnsikt/apne-rapporter/manedsstatistikk/; volumes from Statistics Norway,https://www.ssb.no/statistikkbanken/SelectVarVal/saveselections.asp; weighted prices from Danske Bank Research www.danskebank.no, this source is based on abonnement and not available publicly

2016 is the year marked with significant jump in the salmon price, up 50% reaching NOK 62 per kilo in the spot price and 40% in the export price compared to prices in 2015. From 2010 to 2016, the spot price was up at a CAGR of 9% and the export price at CAGR of 8%.

Generally, the price of Atlantic salmon is quite volatile. There are many factors affecting it, including

• Supply (absolute levels and seasonal variations)
• Demand (absolute levels and seasonal variations)
• Quality
• Disease outbreaks
• Availability of substitutes

7.3.5. Aquaculture industry regulations

In Norway, fish farming is highly regulated and fish firming companies are subject to many regulations. The two main ones are the Aquaculture Act (17 June 2015) and the Food Safety Act (19 December 2013).

In all salmon producing regions, the authorities have licensing regime, indicating that license is the key prerequisite for any fish farming at sea. Such regime constrains the maximum production for each company and the industry as a whole.

7.3.5.1. License

Salmon farming at sea is regulated through number of licenses governed by Norwegian Directorate of Fisheries (NDF). By year-end of 2016, NDF has issued a total of 990 sea farming licenses, 220 smolt production licenses, 42 licenses for egg and spawn production and 90 research and development licenses in Norway.

Development license is a new license type by which the NDF invited the industry to explore new sea farming concepts, started in November 2015. The invitation is valid until November 2017. The purpose of development license is to reduce sea lice and diseases related issues. The licenses are granted to companies that provide feasible solutions and concepts in relation to resolving of these challenges. These licenses can then be converted to ordinary licenses after the project period.

At time of writing this IM, there are 42 approval-pending applications representing 359 development licenses and 279,240 tonnes of production capacity. There have been three awards of the license applications, including awarding of four development licenses to Aquatraz – the semi close case of MNH Produksjon AS. MNH Produksjon is a subsidiary of MNH.

7.3.5.2. Maximum allowed biomass (MAB)

In addition, there is a production limitation in Norway regulated as "maximum allowed biomass (MAB)", which is defined as maximum volume of fish can be held at sea at all times. Currently, one farming license is set at MAB of 780 tonnes except Troms and Finmark that have a MAB of 945 tonnes.

7.3.5.3. Traffic light

In June 2015, Norwegian Parliament discussed and passed a new white paper on aquaculture for ensuring a sustainable growth of the industry. Future growth will be granted based on fulfilment of sustainable indicators, currently sea lice. In addition, the coast will be divided into different regions. Growth will be determined based on a traffic light signal provided that relevant criteria is fulfilled. If these criteria are satisfied, the region may grow by a maximum of 6% per every two years. There discussions on the indicator and new regions are still ongoing. The current regulations apply until the process will be finalised.

8 SELECTED FINANCIALS OF NTS ASA

The following selected financial information has been extracted from the Group's audited financial statements as of and for the years ended 31 December 2016, 2015 and 2014 and the Group's unaudited interim financial statements for the three months ended 31 March 2017.

The historical results of the Group are not necessarily indicative of its results for any future period. For a discussion of certain risks that could impact the business, operating results, financial condition, liquidity and prospects of the Group, see Section 1 "Risk Factors". The following summary of consolidated financial data should be read in conjunction with the other information contained in this Information Memorandum, including the Annual Financial Statements of the Group and the notes therein and the Interim Financial Statements, which have been incorporated in this Information Memorandum by reference; see Section 11 "Incorporation by Reference; Documents on Display".

8.1. Accounting Principle

The Company prepares its financial statements in accordance with the International Financial Reporting Standards (IFRS) adopted by EU and the Norwegian Accounting Act. In the tables below, the presentation principles from the originally issued financial statements have been applied.

8.2. Selected income Statement

The table below sets out a summary of the Group's income statement information for the three months ended 31 March and for the years ended 31 December 2016, 2015 and 2014.

NOKm	Q1 2017 Unaudited	Q1 2016 Unaudited	2016 Audited	2015 Audited	2014 Audited
Sales revenues	121.8	99.6	519.3	427.8	416.7
Other revenues	-	17.2	19.9	-	0.1
Total revenues	121.8	116.9	539.2	427.8	416.8
Cost of sold goods incl renting
costs	21.6	23.6	119.4	112.3	201.1
Depreciation and amortization	18.7	16.6	71.3	56.6	34.5
Cost of employee benefits	36.9	30.9	130.2	109.4	71.4
Other operating costs	24.9	20.7	99.0	75.2	54.1
Operating result	19.7	25.1	119.2	74.3	55.7
Share of profit from associated
companies	3.8	-0.7	7.6	5.7	4.8
Derivatives	1.5	-	8.9	-1.3	-6.4
Financial income	0.1	0.2	1.0	2.4	3.1
Financial expenses	10.8	10.7	42.4	37.4	24.2
Profit before tax	14.3	13.9	94.4	43.7	33.0
Taxes	-0.6	-	7.3	7.6	-4.1
Net profit current operations	14.9	13.9	87.0	36.1	37.1
Profit/loss from liquidated		-
operations	-		-	-	0.7
Net profit	14.9	13.9	87.0	36.1	37.8
Actuarial gains or losses	-	-	-0.9	-0.1	-
Hedging accounting interest rate swap	-0.2	-	2.0	-	-
Total profits	14.6	13.8	88.2	35.9	37.8
Profit attributable to the
majority	16.8	3.9	75.4	35.4	37.5
Profit attributable to the minority	-1.9	10.0	11.6	0.7	0.3
Net result for the period	14.8	13.9	87.0	36.1	37.8
Profit attributable to the
majority	17.5	3.9	74.6	35.3	37.5
Profit attributable to the minority	-2.9	10.0	13.6	0.7	0.3
Total profits for the period	14.6	13.9	88.2	35.9	37.8
Average outstanding number of
shares	24,252,150	24,252,150	24,252,150	24,252,150	24,252,150
Current operations:
Earnings per Share	0.6	0.6	3.6	1.5	1.6
Diluted earnings per Share	-	-	3.6	1.5	-
Liquidated operations:
Earnings per Share	-	-	-	-	0.01
Diluted earnings per Share	-	-	-	-	0.01

8.3. Selected Financial Position

The table below sets out a summary of the Group's financial position information as of 31 March 2017 and 2016, and as of 31 December 2016, 2015 and 2014.

NOKm	Q1 2017 Unaudited	Q1 2016 Unaudited	2016 Audited	2015 Audited	2014 Audited
Assets
Deferred tax assets	-	6.5	-	6.5	15.6
Goodwill	1.6	2.1	1.8	2.2	2.1
Property, plant and equipment	1,485.5	1,441.8	1,496.2	1,387.7	634.9
Investments in associated companies	64.7	53.5	60.9	54.1	46.6
Loans to associated companies	5.0	5.0	5.0	5.0	5.0
Other non-current assets	1.4	1.4	1.5	1.4	2.1
Total non-current assets	1,558.2	1,510.1	1,565.4	1,456.9	706.3
Inventory	4.7	3.3	4.7	3.6	2.8
Account receivables	21.5	39.2	59.9	26.2	37.8
Other receivables	14.3	10.8	10.8	6.9	6.3
Cash and cash equivalents	111.3	64.5	64.3	134.9	210.5
Total current assets	151.7	118.7	139.7	171.6	257.3
Assets held for sale	-	-	-	30.6	8.7
Total assets	1709.9	1,628.8	1,705.1	1,659.1	972.3
Equity and liabilities
Share capital	24.3	25.3	24.3	24.3	24.3
Treasury shares	-	-	-	-	-
Paid-in share premium reserves	128.4	127.5	128.4	127.5	127.6
Total paid-in equity	152.7	151.7	152.7	151.7	151.9
Other equity	271.3	187.8	253.8	184.0	153.5
Minority interests	29.6	29.9	32.5	19.9	30.9
Total equity	453.6	369.4	438.9	355.6	336.3
Long-term debt to credit institutions	1,085.1	1,085.3	1,106.3	1,091.8	487.5
Other long-term liabilities	19.0	22.8	12.1	23.2	32.0
Deferred taxes	-	-	0.6	-	-
Pension obligation	-	-	-	-	0.4
Total non-current liabilities	1,104.1	1,108.1	1,119.0	1,115.0	519.9
Current portion of long-term debt	96.5	97.5	99.4	121.9	58.1
Trade payables*	21.2	24.4	16.3	31.0	29.7
Taxes payable	-	-	-	0.1	0.5
Public duties payable*	24.5	14.3	15.3	13.0	9.9
Accrued interest*	6.5	6.8	6.6	6.8	3.4
Other short-term debt*	3.6	8.3	9.6	15.8	9.7
Total current liabilities*	152.3	151.3	147.1	188.6	111.3
Liabilities related to assets held for sale					4.8
Total liabilities	1,256.3	1,259.4	1,266.1	1,303.6	636.0
Total equity and liabilities	1,709.9	1,628.8	1,705.1	1,659.1	972.3

*Reported as a condensed number

8.4. Selected Cash Flow Information

The table below sets out a summary of the Group's cash flow information for the three months ended 31 March 2017 and 2016, and for the years ended 31 December 2016, 2015 and 2014.

NOKm	Q1 2017 Unaudited	Q1 2016 Unaudited	2016 Audited	2015 Audited	2014 Audited
Profit before tax	14.3	13.9	94.4	43.7	33.1
Profit from liquidated operations	-	-	-	-	0.7
Depreciation and amortisation	18.7	16.6	71.3	56.6	34.5
Taxes	-	-0.1	-0.1	-0.5	-0.2
Non-cash pension costs	-	-	-0.1	-1.3	-0.3
Items classified as investing and financing activities Profit/(loss) from sale of operating assets	-1.5 -	- -17.3	- -19.9	- -0.9	- -0.5
Changes in account receivables, payables
and inventory	46.4	-25.4	-53.7	21.3	37.7
Changes in other current assets and liabilities and other
debt items	-3.4	-4.0	-5.2	0.3	-32.2
Profit/(loss) from associated companies	-3.8	0.7	-7.6	-5.7	-4.8
Interest income	-0.1	-0.2	-0.4	0.0	-3.1
Interest expenses	10.8	10.7	33.4	38.6	30.6
Cash flow from operating activities	81.4	-5.0	112.3	152.1	95.4
Payment for purchase of non-current assets	-7.8	-77.6	-189.9	-845.0	-95.4
Proceeds from sale of non-current financial assets	-	-	61.3	4.6	43.8
Payment for investments in non-current financial assets	-	-	0.8	-1.2	-8.9
Cash added from acquisition of subsidiaries	-	-	-	-	6.0
Cash flow from investing activities	7.8	-22.6	-127.8	-841.7	-54.6
Proceeds from new long-term debt	-	9.5	95.3	717.8	98.9
Repayment of long-term debt	-17.2	-40.7	-102.4	-58.7	-58.8
Payment of financial leasing debt	-0.3	-0.3	-1.1	-	-
Increase of financial leasing debt	1.5	-	-	5.6	0.0
Issuing costs	-	-	-	-0.2	-2.6
Change in cash from acquisition of minority	-	-	-	-11.7	-86.7
Financial income	0.1	0.2	0.4	-
Financial expense	-10.8	-10.7	-42.4	-34.0	-
Net change in overdraft	-	-	-	-	-2.4
Change in equity	-	-	-	-	100.0
Payment of dividends	-		-4.9	-4.9	-8.7
Cash flow from financing activities	-26.6	-41.9	-55.1	614.0	39.7
Net change in cash and cash equivalents	47.0	-69.4	-70.6	-75.6	80.5
Cash and equivalents as of 1 January	64.3	134.9	134.9	210.5	130.0
Cash and cash equivalents end balance	111.3	64.5	64.3	134.9	210.5

8.5. Selected Changes in Equity Information

The table below sets out a summary of the Group's change in equity information for the three months ended 31 March 2017 and 2016, and for the years ended 31 December 2016, 2015 and 2014.

NOKm	Paid-in equity	Paid-in share premium reserves	Treasury shares	Cash flow hedge	Other equity	Total	Minority interest	Total equity
Balance as of 01/01/2014	16.2	38.5	-	-	142.2	197.0	99.3	296.3
Net profit for the year	-	-	-	-	37.5	37.5	-	37.8
Dividends	-	-	-	-	-4.1	-4.1	-4.7	-8.7
Capital raise	8.0	92.0	-	-	-	100.0	-	100.0
Transaction costs	-	-2.9	-	-	-	-2.9	-	-2.9
Purchase/sale of subsidiaries	-	-	-	-	-	-	8.5	8.5
Purchase of non-controlling ownership	-	-	-	-	-20.6	-20.6	-65.9	-86.5
Other revenues and costs	-	-	-	-	-	-	-6.6	-6.6
Other changes	-	-	-	-	1.5	1.5	-	1.5
Balance as of 31/12/2014	24.3	127.6	0.0	-	156.5	308.4	30.5	339.3
Restatement of 2014					-3.0	-3.0		-3.0
Balance as of 01/01/2015	24.3	127.6	0.0	-	153.6	305.4	30.5	336.3
Net profit for the year	-	-	-	-	35.4	35.4	0.7	36.1
Remeasurement on pension	-	-	-	-	-0.1	-0.1	-	-0.1
Dividends	-	-	-	-	-4.9	-4.9	-	-4.9
Dividends(liquidation) paid to minorities interests	-	-	-	-	-	-	-11.7	-11.7
Transaction costs	-	-	-	-	-	-0.1	-	-0.1
Other changes	-	-	-	-	-	-	-	-
Balance as of 31/12/2015	24.3	127.6	-1.0	-	184.0	335.7	19.6	355.6
Net profit for the year	-	-	-	-	74.5	75.4	11.6	87.0
Remeasurement on pension	-	-	-	-	-0.9	-0.9	-	-0.9
Result on cash flow hedges	-	-	-	1.0	-	1.0	1.0	2.0
Dividend	-	-	-	-	-4.9	-4.9	-	-4.9
Balance as of 31/12/2016	24.3	127.6	-1.0	1.0	252.7	406.5	32.2	438.9
Net profit for the quarter					16.8	16.8	-1.9	14.9
Results on cash flow hedges	-	-	-	0.7	-	0.7	-1.0	-0.2
Other changes	-	-	-	-	-	-	-	-
Balance as of 31/03/2017	24.3	128.4	-	1.8	269.5	424.0	29.6	453.6

8.6. Other Selected Financial and Operating Information

The table below sets out certain other unaudited non-IFRS key financial and operating information for the Company:

	Unit	AS of or for the Three Months Ended 31 March 2017	AS of or for the Three Months Ended 31 March 2016	AS of End of 2016
EBITDA	NOKm	38.4	41.7	190.6
Earnings per Share
(EPS)	NOK	0.60	0.57	3.59
Net interest
bearing debt	NOKM	1,181.6	1,182,7	1,205.7
Equity Ratio	-	26.5%	22.7%	25.7%
Debt-to-equity
ratio	-	2.8	4.4	3.9
Interest coverage
ratio	-	1.8	2.3	1.3

Guideline for Alternative Performance Measures (APMs) for companies with securities listed on a regulated market in the EU have been issued by the European Securities and Markets Authority (ESMA). These guidelines are to be applied for APMs used as form July 3, 2016.

Reference is made in the interim report to a number of non-IFRS performance measures that are used to help investors as well as management analyse the company's operations. Described below are the non-IFRS performance measures that are used as a complement to the financial information that is reported in accordance with International Financial Reporting Standards.

Description of financial performance measures that are not used in International Financial Reporting Standards.

Non-IFRS performance measure	Description	Reason for use of the measure
EBITDA	Earnings before interest and other financial items, taxes, depreciation and amortisation and impairments.	Useful measure of operating performance because they approximate the underlying cash flow by eliminating depreciation and amortisation.
EPS	Earnings per share, net profit divided by number of shares outstanding	Useful measure of profit allocated to each outstanding share
Net interest bearing debt	Booked value of interest bearing debt less cash and cash equivalents excluding debt service reserves and rental deposit accounts	Interest-bearing debt is any debt where the bank charges interest for the right to borrow money.
Equity Ratio	Equity as percent of total capital	The equity ratio is a financial ratio indicating the relative proportion of equity used to finance a company's assets.
Debt-to-equity ratio	The ratio is debt divided by equity	Is a financial ratio indicating the relative proportion of shareholders' equity and debt used to finance a company's assets
Interest coverage ratio	The interest coverage ratio may be calculated by dividing a company's earnings before interest and taxes (EBIT)	The interest coverage ratio is a debt ratio and profitability ratio used to determine how easily a company can pay interest on outstanding debt.

9 SELECTED FINANCIALS OF MIDT NORSK HAVBRUK AS

The following selected financial information has been extracted from the audited consolidated financial statements of Midt Norsk Havbruk AS for the years ended 31 December 2016, 2015 and 2014.

The annual accounts of Midt Norsk Havbruk have been prepared in accordance with the Norwegian Accounting Act and appurtenant regulations for preparing annual accounts, and the generally accepted accounting principles in Norway.

9.1. Income statement

The table below sets out a summary of the audited income statement of MNH for the years ended 31 December 2016, 2015 and 2014.

NOKm	2016	2015	2014
Sales revenues	441.2	664.4	456.7
Other revenues	16.2	-20.2	2.5
Total revenues	457.4	644.3	459.2
Cost of goods sold	314.9	334.8	292.9
Change in inventory, work-in-progress and finished
products	-118.0	73.2	-22.2
Depreciation and amortization	23.2	11.8	10.5
Cost of employee benefits	41.1	32.1	30.5
Other operating costs	74.8	46.9	46.1
Total costs	336.0	498.8	357.9
EBIT	121.4	145.5	101.3
Share of profit from associated companies	5.2	11.4	11.0
Other interest income	0.3	0.7	0.9
Other financial income	1.2	0.4	0.2
Total financial income	6.7	12.5	12.1
Derivatives	0.2
Other interest income	5.7	4.7	5.8
Other financial income	0.2	0.0	0.1
Total financial costs	6.1	4.7	5.9
Net finance	0.5	7.8	6.2
Profit before taxes	122.0	153.2	107.5
Taxes	26.4	35.5	26.0
Net profit	95.6	117.7	81.4
Net profit after minority interests	95.6	117.7	81.4

9.2. Balance sheet statement

The table below sets out a summary of the audited balance sheet statement of MNH for the years ended 31 December 2016, 2015 and 2014.

NOKm	2016 Audited	2015 Audited	2014 Audited
Assets
Licenses	40.0	40.0	40.0
Land & building	36.5	38.0	39.4
Vessels	29.1	34.0	31.1
Other equipment	67.8	25.3	12.5
Total non-current assets	173.5	137.3	123.0
Investment in associated companies	50.7	53.8	46.4
Investment in subsidiaries	0.2	-	-
Investment in other shares	9.6	9.6	9.1
Loans	6.1	6.8	3.3
Total financial assets	66.4	70.1	58.9
Total fixed assets	239.9	207.4	181.9
Inventory	262.5	139.8	215.7
Account receivables	109.3	131.8	60.6
Other receivables	23.6	39.1	12.8
Cash and cash equivalents	7.3	47.5	55.8
Total current assets	402.7	358.3	344.9
Total assets	642.6	565.7	526.8
Equity and liabilities
Share capital	6.0	6.0	6.0
Premium	5.0	5.0	5.0
Fund for evaluation difference	33.7	40.9	33.6
Other equity capital	308.1	217.5	176.1
Total equity	352.8	269.3	220.6
Long-term debt to credit institutions	55.6	63.3	71.0
Other long-term debt	40.8
Deferred taxes	55.9	29.5	57.0
Total non-current liabilities	152.3	92.8	127.9
Short-term debt to credit
institutions	53.5	56.0	97.6
Trade payables	48.8	12.2	2.6
Taxes payable		62.8	20.3
Public duties payable	14.4	14.7	1.3
Dividend	12.1	29.0	36.0
Debt to group			13.1
Other short-term debt	8.6	28.9	7.5
Total current liabilities	137.4	203.6	178.3
Total liabilities	289.7	296.4	306.2
Total equity and liabilities	642.5	565.7	526.8

9.3. Cash flow statement

The table below sets out a summary of the audited cash flow statement of MNH for the years ended 31 December 2016, 2015 and 2014.

NOKm	2016 Audited	2015 Audited	2014 Audited
Profit before tax	122.0	153.2	107.5
Paid taxes	-62.8	-20.3	-21.2
Depreciation and amortisation	23.2	11.8	10.5
Profit/(loss) from sale of operating assets	-3.1	-	-0.1
Profit/(loss) from sale of shares	-	-	-0.3
Write-down of shares	0.2	-	-
Profit/(loss) from associated companies	-5.1	-11.4	-11.0
Income accounted dividend	-0.9	-	-
Change in receivables	22.5	-71.3	45.8
Change in inventories	-122.7	76.0	-23.1
Change in payables	36.7	9.5	-13.3
Change in other current assets and liabilities and
other debt items	-4.9	8.3	-9.1
Cash flow from operating activities	5.1	156.0	85.7
Proceeds from sale of non-current assets	3.1	0.3	7.8
Received dividends from associated companies	4.1	4.1	4.1
Proceeds of long-term receivables	-	-	9.3
Received dividends from other companies	0.9	-	-
Proceed of sale of long-term shares	-	-	1.3
Proceed of loans to investment companies	1.3	-
Payment for purchase of noncurrent assets	-
	14.7	-26.4	-6.3
Payment for purchase of long term shares and receivables	-0.2	-	-2.3
Payment of loan to investment companies	-0.7	-3.9	-
Change in receivables assoicated companies	-	-	-5.5
Cash flow from investing activities	-6.1	-25.9	8.4
Net change in long-term debt	-7.7	-7.7	-8.9
Net change in short-term overdraft	-2.5	-41.5	-20.8
Net change in loan from shareholders	-	-13.1	0.3
Payment of dividends	-29.0	-76.0	-23.0
Cash flow from financing activities	-39.2	-138.3	-52.4
Net change in cash and cash equivalents	-40.3	-8.2	41.7
Cash and equivalents as of 1 January	47.5	55.8	14.1
Cash and cash equivalents end balance	7.3	47.6	55.8

10UNAUDITED PRO FORMA FINANCIAL INFORMATION

10.1 Cautionary Note Regarding the Unaudited Pro Forma Financial Information

The following tables set out unaudited pro forma financial information for the Group as of and for the year ended 31 December 2016 and is prepared under the assumption that the Transaction will close as described.

On 19 April 2017 the Company entered into a share purchase agreement (the "SPA") to acquire 100 % of the shares in MNH. Through the Transaction, the Company will acquire 100 % of the shares in MNH against issuance of New Shares in the Company to the Sellers, based upon a valuation where the current business of the Company is valued at 1/3 of the total following completion of the Transaction and MNH is valued at 2/3 of the total following completion of the Transaction. In addition to the issuance of the New Shares, an additional cash consideration of NOK 200 million is payable by the Company (partly subject to fulfilment of certain conditions), as further detailed in section 4.5, related to four development licenses granted. MNH-Produksjon AS (a subsidiary of MNH) applied for eight development licenses in total and was granted four development licenses, whilst the remaining four were rejected. According to the SPA the company will pay an additional cash consideration of NOK 50 million per additional development license granted (if any). MNH-Produksjon AS has decided to appeal the rejection for two of the development licenses. The additional cash consideration falls due one month after closing of the Transaction or for those appealed at the time granted. The Company have received loan commitments to finance the additional cash consideration of NOK 200 million.

The unaudited pro forma financial information has been prepared s o l e l y for illustrative purposes to show how the Transaction would have impacted on the consolidated income statement for the Group for the twelve months ended 31 December 2016 had the Transaction occurred on 1 January 2016, and the consolidated balance sheet as of 31 December 2016 had the Transaction occurred on 31 December 2016. The closing of the transaction is subject to approval by the Extraordinary General Meeting on 15 June 2017 as described in section 4.8. The unaudited pro forma financial information has been prepared assuming the transaction will be approved.

Although the unaudited pro forma financial information is based on estimates and assumptions based on current circumstances believed to be reasonable, actual results could materially differ from those presented herein. There is a greater degree of uncertainty associated with pro forma financial information than with historical financial information. Because of its nature, the unaudited pro forma financial information addresses a hypothetical situation and, therefore, does not represent the Company's actual financial position or results if the transaction had in fact occurred on the dates above and is not representative of the results of operations for any future periods. Investors are cautioned not to place undue reliance on this unaudited pro forma financial information.

The unaudited pro forma financial information has been compiled to comply with the requirements asset forth in Section 3.5 of the Continuing Obligations of Oslo Børs by reference to Annex II of Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements, which pursuant to the Continuing Obligations apply correspondingly to information memorandums such as this Information Memorandum. This information is not in compliance with SEC Regulation S-X, and had the securities been registered under the U.S: Securities Act of 1933, this unaudited pro forma financial information, including the report by the auditor, would have been amended and / or removed from the Information Memorandum.

The unaudited pro forma financial information has been prepared under the assumption of going concern.

10.2 Independent Assurance Report on the Unaudited Pro Forma Financial Information

With respect to the unaudited pro forma financial information included in this Information Memorandum, Ernst & Young AS has applied assurance procedures in accordance with ISAE 3420 Assurance Engagement to Report on Compilation of Pro Forma Financial Information Included in a Prospectus in order to express an opinion as to whether the unaudited pro forma financial information has been properly compiled on the basis stated, and that such basis is consistent with the accounting policies of the Company; see Appendix A (Independent Practitioner's Assurance Report on the Compilation of Pro-Forma Financial Information included in an Information Memorandum). There are no qualifications to this assurance report.

10.3 Sources of the Unaudited Pro Forma Financial information

The historical financial information for the Company used for compilation of the unaudited pro forma financial information has been extracted from the audited annual consolidated financial statements for the Company as of and for the year ended 31 December 2016 which were prepared in accordance with IFRS. These financial statements are incorporated by reference to this Information Memorandum; See Section 12 "Incorporation by Reference; Documents on Display".

The financial information of MNH has been extracted from the audited annual consolidated financial statements for MNH as of and for the year ended 31 December 2016 prepared in accordance with Norwegian generally accepted accounting principles ("NGAAP") and in compliance with the 1998 Accounting Act. The Financial Statements for MNH are set out in Appendix B.

The Unaudited Pro Forma Financial Information does not include all information required for the financial statements under IFRS, and should be read in conjunction with the Annual Financial Statements as of and for the year ended 31 December 2016 for the Company. The Unaudited Pro Forma Financial Statements are prepared in a manner consistent with the accounting policies of the Company applied in 2016 (IFRS as adopted by the EU). Following the acquisition of MNH, the Company will account for biological assets according to IAS 41. Under IAS 41, biological assets are recognized and measured at fair value and changes to fair value is recorded in the income statement. Fair value is determined in accordance with IFRS 13. There were no additional new standards or interpretations t h a t h a v e o r w i l l b e implemented in 2017 which will have had a significant impact on the Company's Financial Statements. In MNH revenues from the sale of fish are taken to income when both risk and control have been transferred to the customer. This will normally occur at delivery. Revenue is recognised at the value of the consideration when the transaction takes place. Inventory in MNH consist of feed, roe, smolt and lived fish held in sea farms. Inventory of feed, roe and smolt are valued at the lower of cost and net realisation value. Live fish held in sea farms are recognised at fair value. Please also refer to the annual financial statements for MNH as of and for the year ended 31 December 2016 and section 10.6, part 2, below for description of the MNH IFRS adjustments.

10.4 Unaudited Pro Forma Income Statement

The table below sets out the unaudited pro forma income statement for the year ended 31 December 2016, as if the Transaction had been completed on 1 January 2016.

	NTS	MNH	IFRS	Pro forma
	Group	Group	adjustments	adjustments		Pro forma
NOKm	(IFRS)	(NGAAP)	(unaudited)	(unaudited)	Notes	(unaudited)
Operating revenues and expenses
Sales revenues	519,3	441,2	0,8		1	961,3
Other reveneues	19,9	16,2				36,1
Total operating revenues	539,2	457,4	0,8	-		997,4
Cost of sold goods incl renting costs	119,4	314,9				434,3
Change in inventory, work-in-progress		-118,0
and finished products						-118,0
Depreciation and amortization	71,3	23,2				94,5
Cost of employee benefits	130,3	41,1				171,4
Other operating costs	99,0	74,8		3,5	4	177,3
Total cost	420,0	336,0	-	3,5		759,5
Operational EBIT	119,2	121,4	0,8	-3,5		237,9
Fair value adjustment			219,2		2	219,2
Operating profit	119,2	121,4	220,0	-3,5		457,1
Share of profit from associated companies	7,6	5,2				12,8
Other financial income	9,9	1,5				11,4
Impairment of subsidary	-	0,2				0,2
Other financial expenses	42,4	5,9		5,6	3	53,9
Net financial items	-24,9	0,6		-5,6		-29,9
						-
Profit before tax	94,3	122,0	220,0	-9,1		427,2
Taxes	7,3	26,4	52,8	-11,1	5	- 75,4
Net income	87,0	95,6	167,2	2,0		- 351,8

The notes to the unaudited pro forma financial information are an integral part of the unaudited pro forma statement information.

10.5 Unaudited Pro Forma Balance Sheet

The table below sets out the unaudited pro forma balance sheet as of 31 December 2016, as if the Transaction had been completed on 31 December 2016.

	NTS	MNH	IFRS	Pro forma
	Group	Group	adjustments	adjustments		Pro forma
NOKm	(IFRS)	(NGAAP)	(unaudited)	(unaudited)	Notes	(unaudited)
Assets
Goodwill	1,0			256,3	3	257,3
Licenses		40,0		1 068,0	3	1 108,0
Land & building	26,4	36,5				62,9
Vessels	1 436,1	29,1				1 465,2
Other equipment	34,5	67,8				102,3
Total non-current assets	1 498,0	173,4	-	1 324,3		2 995,7
Investment in associated
companies	60,9	50,9				111,8
Inves. In other shares	0,5	9,4				9,9
Loans	6,0	6,1				12,1
Total financial assets	67,4	66,4	-	-		133,8
Total fixed assets	1 565,4	239,8	-	1 324,3		3 129,5
Inventory	4,7	262,5	261,0		2	528,2
Account receivables	59,9	109,3				169,2
Other receivables	10,8	23,6				34,4
Cash and cash
equivalents	64,3	7,3				71,6
Total current assets	139,7	402,7	261,0	-		803,4
Total assets	1 705,1	642,5	261,0	1 324,3		3 932,9
Equity and liabilities
Share capital	24,3	6,0		42,5		72,8
Other paid in capital	128,4	5,0		1 377,0	4	1 510,4
Fund for evaluation diff		33,7				33,7
Other equity captial	253,8	308,1	210,6	-545,6	4	226,9
Minority	32,4	-				32,4
Total equity	438,9	352,8	210,6	873,9		1 876,2
Long-term debt to credit
institutions	1 106,3	55,6				1 161,9
Other long-term debt	12,1	40,8		200,0	3	252,9
Deferred taxes	0,6	55,9	62,6	246,4	3, 4, 5	365,5
Total non-current
liabilities	1 119,0	152,3	62,6	446,4		1 780,3
Short-term debt to credit
institutions	99,4	53,5				152,9
Trade payables	16,3	48,8				65,1
Public duties payable	15,3	14,4				29,7
Dividend	-	12,1	-12,1			-
Other short-term debt	16,2	8,6	-0,1	4,0	4	28,7
Total current liabilities	147,2	137,4	-12,2	4,0		276,4
						-
Total liabilities	1 266,2	289,7	50,4	450,4		2 056,7
						-
Total equity and
liabilities	1 705,1	642,5	261,0	1 324,3		3 932,9

⁵⁶

The notes to the unaudited pro forma financial information are an integral part of the unaudited pro forma statement information.

10.6 Notes to the unaudited IFRS and unaudited pro forma adjustments

MNH has historically presented its statutory financial statements in accordance with NGAAP. In connection with the compilation of the unaudited pro forma financial information, differences between IFRS and NGAAP were identified and the resulting adjustments are presented in a separate column the unaudited pro forma financial information and described in the notes below.

When applicable, the adjustments related to pro forma financial information are shown separately in each note below. All amounts are expressed in NOK 1 million unless otherwise specified.

IFRS adjustments MNH

1) Revenue recognition and dividend

The adjustment of NOK 0.8 million is related to fair value adjustments due to Fish Pool contracts.

Dividend is reclassified in the balance sheet from dividend to equity since it has not been approved as at 31.12.

2) Biological assets

In accordance to NGAAP, the biological assets in MNH were recognized to the lowest of cost and net sales price. In the financial statements as of December 31, 2016, this represents cost.

Under IAS 41, biological assets are recognized and measured at fair value. Fair value is determined in accordance with IFRS 13. The difference between the fair value of the fish and its cost is recognized under fair value adjustments in profit and loss.

For live fish below one kg, cost is considered to be an approximation to fair value. Biomass between one and four kg is measured at fair value less cost to sell. Fair value is estimated based on cost incurred and a proportionate expected net profit at harvest calculated based on expected biomass at the time of harvest multiplied by the expected sales price. Live fish above four kg are measured at fair value less cost to sell.

Effective markets and transactions for the sale of live fish are rare. The sales price is calculated based on forward prices from Fish Pool. The forward price for the month in which the fish expected to be harvested, is used in the calculation of expected cash flow. The prices are reduced for harvesting costs and freight costs to the market. The valuation reflects the expected quality grading and size distribution of the harvested fish. The measuring unit is the individual fish, but for practical reasons the calculation is made on site level.

Expected biomass (volume) is based on the estimated number of individuals in the sea, adjusted for expected mortality until harvesting and multiplied by the expected harvest weight per individual at the time of harvest. Live weight of fish in the sea is translated into gutted weight to get the same measurement unit as the prices are set in.

The fair value adjustment on the inventory as of 1. January 2016 is NOK 41.8 million while the adjustment of 31. December 2016 is NOK 261 million, resulting in an impact of NOK 219 million on the Income Statement. The fair value adjustment of biological assets of NOK 219 million is presented on a separate line item in the income statement within operating profit.

3) Purchase Price Allocation – PPA

The Company has for the purpose of the pro forma financial information provisionally performed an allocation of the cost of the business combinations to the assets acquired and liabilities and contingent liabilities assumed in accordance with IFRS 3. This allocation has formed the basis for the charges (no changes since no depreciation on licenses) in the Pro Forma Income Statement and the presentation in the Pro Forma balance sheet.

The measurement of the Shares consideration equals the share price of the Company at the acquisition date, being NOK 29.50 per share, and resulting in a fair value of the share consideration of NOK 1 430 million. The acquisition date has been determined to be the date of the SPA. In addition, the Company will pay a total cash consideration of NOK 200 million for the shares in MNH related to four development licenses. MNH has decided to appeal the rejection of two of the last four development licenses. It is highly uncertain whether the appeal will be successful and the fair value of the contingent consideration of NOK 50 million per additional license granted is assumed to be zero. The cash consideration will be financed with new debt, based on received loan commitment, and in the pro forma Income Statement this is reflected with an interest cost of NOK 5.6 million based on an interest rate of 2.8 %. Net book value in MNH as of 31 December 2016, after the IFRS adjustments is NOK 563 million, resulting in an excess of the fair value over the net book value of NOK 1 068 million.

Total value of Shares including cash consideration	1 631
Equity MNH including IFRS adjustments	563
Excess value	1 068
Deferred taxes	256
Goodwill	256

The Company has provisionally determined that the excess value based on the purchase price compared to book values as of 31 December 2016 relates to fish farming licenses, deferred taxes and goodwill. The goodwill is related to that deferred tax on licenses is booked to nominal amount. The final allocation may significantly differ from this allocation and this could materially have affected the depreciation and amortization of excess values in the pro forma income statement and the presentation in the pro forma statement of financial position.

Goodwill and fish farming licenses assessed to have indefinite useful lives will not be depreciated, but will be subject to yearly impairment test in accordance with IAS 36.

The allocation of fair values to the assets and liabilities have been determined on a preliminary basis and may change pending on additional information that may become available prior to or upon closing of the transaction. The main uncertainty relates to the valuation of licenses and the facts and circumstances around the appeal of the rejection of the two licenses.

All these adjustments will have continuing impact.

4) Transaction Costs, Financing and Equity

Pro forma adjustments

The General Meeting on 15 June 2017 will resolve the issue of 48 504 296 consideration Shares with a nominal amount of NOK 1 per share and a subscription price of NOK 29.50 per share.

The transaction costs to be expensed and unrelated to equity increase are estimated to be NOK 3.5 million. These are not tax deductible and are expensed in the Unaudited Pro Forma Income Statements and included in the pro forma balance sheet as a reduction in other equity and a corresponding increase in other current liabilities. This pro forma adjustment will not have continuing impact.

The cost related to capital increase is estimated to NOK 0.5 million (100 net of 24 % tax) and is recorded against other paid in capital in the unaudited Pro Forma balance sheet. This pro forma adjustments will not have continuing impact.

Share capital
Issuance of consideration shares	48,5
Elimination of share capital in MNH	-6,0
Total share capital	42,5
Other paid in capital
Issuance of consideration shares	1 382,4
Elimination of other paid in capital MNH	-5,0
Cost related to capital increase	-0,4
Total other paid in capital	1 377,0
Other equity capital
Elimination of Share capital issuance of consideration	-48,5
shares
Elimination of other paid in capital issuance of	-1 382,4
consideration shares
Share capital MNH	6,0
Other paid in capital MNH	5,0
Cash consideration	-200,0
Excess value licenses	1 068,0
Deferred tax licenses	-256,0
Goodwill	256,0
Deferred tax asset MNH	9,8
Transaction costs	-3,5
Total other equity capital	-545,6
Total pro forma adjustment equity	873,9

Pro forma adjustment equity:

5) Tax

Each GAAP- and pro forma–adjustment is charged with the applicable statutory tax rate. For 2016 the statutory tax rate applicable at year end was 24%.

The Company expects MNH and the Company to be consolidated for tax purposes within 2017. The tax positions have been offset in the unaudited Pro Forma balance sheet. Not recorded deferred tax asset in NTS ASA of NOK 9.8 million have been offset against deferred tax in MNH. In the unaudited pro forma adjustments this is recorded as a tax reduction in the Income Statement and as a reduction in deferred tax in the unaudited pro forma balance sheet.

These pro forma adjustments will have continuing impact.

11DEFINITIONS AND GLOSSARY OF TERMS

11.1. Definitions

Annual Financial	The audited historical financial statements for the Group. In this Information
Statements	Memorandum for the years ended 31. December 2016, 2015, 2014
Articles or Articles of	The articles of association of NTS ASA, as amended and restated from time to time
Association
Aquaculture Act	The Norwegian Aquaculture Act of 17. June 2015
Board of Director	Board of Directors of the Company
CEO	Chief Executive Officer
Company	NTS ASA and /or NTS ASA and its subsidiaries where applicable
Continuing obligations	Continuing obligations for Stock Exchange Listed Companies
	Elected or appointed member of the board who jointly oversee the activities of a
Director	company or organisation
EU	European Union
Food Safety Act	The Norwegian Food safety Act of 19. December 2013
Forward-looking	Statements, including, without limitation, projections and expectations regarding
statements	the Group's future financial position, business strategy , plans and objectives, and
	statements such as "anticipate", "believe", "estimate", "expect", "seek to" and
	similar expressions, as they relate to the Company, its subsidiaries or its
	Management
Group	NTS ASA together with the Company's consolidated subsidiaries from time to time
IFRS	International Financial Reporting Standards as adopted by EU
Information	This Information Memorandum dated 15 June 2017
Memorandum
Interim Financial	The unaudited historical financial statements for the group as of and the three
Statements	months ended 31 March 2016 and 31 March 2016 respectively
ISIN	Securities number for the Company's shares in the Norwegian Registry of
KB DYKK	Securities (VPS) The Company's subsidiary KB Dykk AS
Management	The executive management of NTS ASA
MNH	Midt-Norsk Havbruk AS
New Shares	Issuance of new shares in the Company (NTS ASA) to the Sellers (MNH)
NFT	Norsk Fisketransport AS
NGAAP	Norwegian generally accepted accounting principles
NOK	Norwegian Kroner
Norwegian Accounting	The Norwegian Accounting Act of 17 July 1998
Act /NAA
Norwegian Financial
Supervisory Authority	Finanstilsynet
NPLC	Norwegian Public Limited Liability Companies Act
NTS	The Company's ticker on Oslo Børs
NTS ASA	A public limited liability company existing under the laws of Norway
NTS Miljø	The Company's subsidiary NTS Miljø AS
NTS Shipping	The Company's subsidiary NTS Shipping AS
Oslo Stock Exchange	Oslo Børs ASA
R&D	Research and development
Registrar	DNB Bank ASA
Sellers	Midt-Norsk Havbruk AS
Shares	Shares in NTS ASA, the Company
SPA	Share purchase agreement for the Transaction
Transaction	The acquisition of 100% of the shares in Midt-Norsk Havbruk AS
UN	United Nations

VPS The Norwegian Central Securities Depository (Verdipapirsentralen)
--------------------------------------------------------------------------

11.2. Glossary of terms

Aquatraz	Semi close cage farming system
Cleaner fish	A cleaner fish provides cleaning service to other fish species, by eating dead skin
	and parasites
Co2	Carbon dioxide
DWT	Dead Weight Tonnes
EURO 4/EURO 5 motors	European emission standards define the acceptable limits for exhaust emissions
	of new vehicles sold in EU and EEA member state
GWE	Gutted Weight
MAB	Maximum allowed biomass – the maximum volume of fish allowed held at sea.
ROV	Remotely operated underwater vehicle (ROV) is a tethered underwater mobile
	device
Sea lice treatment	The treatment of marine parasites
Smolt	A juvenile fish
Wellboat	A well-boat is a fishing vessel with a well or tank for the storage and transport of
	live fish.

12ADDITONAL INFORMATION AND DOCUMENTS

12.1. Documents on display

For the life of this Information Memorandum, the following documents (and copies thereof) are available for inspection at the Company's offices and can be downloaded from the Company's web page www.ntsasa.no

• The Memorandum of Incorporation and Articles of the Company.
• All reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Company's request any part of which is included or referred to in the Information Memorandum.
• Quarterly reporting from the Company for the first quarter 2016 and 2017
• The audited consolidated financial statements for the Company for the financial years 2014, 2015 and 2016.
• The historical financial statements of the subsidiaries of the Company for the financial years 2014, 2015 and 2016.
• Stock exchange notices distributed by the Company through Oslo Børs' information system.
• This Information Memorandum

12.2. Incorporation by reference

The information incorporated by reference in this Information Memorandum shall be read in connection with the cross-reference list set out in the table below. Except as provided in this section, no information is incorporated by reference in this Information Memorandum.

All the relevant information can be found on the Company's webpage: https://ntsasa.no/investor/rapporter/

Section in the Information Memorandum	Disclosure requirements of the Information Memorandum	Reference document and link	Page in reference document
8	Audited historical financial information (Annex I section 20.1)	Audited annual report 2016 https://ntsasa.no/investor/rapporter/	1-61
		Audited annual report 2015 https://ntsasa.no/investor/rapporter/	3-64
		Audited annual report 2014 https://ntsasa.no/investor/rapporter/	3-73
8	Interim financial information (Annex I section 20.1)	Q1 2017 https://ntsasa.no/investor/rapporter/ Q1 2016	1-14
		https://ntsasa.no/investor/rapporter/	1-12
	Audit report (Annex I, section 20.3)	Audit report 2016 https://ntsasa.no/investor/rapporter/	62-65
		Audit report 2015 https://ntsasa.no/investor/rapporter/	65-66
		Audit report 2014 https://ntsasa.no/investor/rapporter/	74-75
3.19	Statement on corporate governance	Audited annual report 2016 https://ntsasa.no/investor/rapporter/	59-61

APPENDIX A:

Auditor's independent assurance report on pro forma financial information

Statsautoriserte revisorer Ernst & Young AS Havnegt, 9, NO-7010 Trondheim Foretaksregisteret: NO 976 389 387 MVA TIf: +47 73 54 68 00 Fax: +47 73 54 68 01 www.ev.no Medlemmer av den norske revisorforening

To the Board of Directors of NTS ASA

Independent Practitioners' Assurance Report on the compilation of unaudited pro forma financial information included in an Information Memorandum

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of NTS ASA (the "Company") by the Board of Directors and Management of the Company. The unaudited pro forma financial information consists of the unaudited pro forma balance sheet as at 31 December 2016, the unaudited pro forma income statement for the year ended 31 December 2016, and related notes as set out in section 10 of the information memorandum dated 2 June 2017 issued by the Company (the "Information" Memorandum").

The unaudited pro forma financial information has been compiled to comply with the requirements in section 3.5.2.6 of the "Continuing Obligations of Stock Exchange Listed Companies" issued by Oslo Børs (Oslo Stock Exchange). The applicable criteria on the basis of which the Board of Directors and Management have compiled the pro forma financial information are specified in Commission Regulation (EC) no. 809/2004 as incorporated in the Securities Trading Act section 7-13 and described in section 10 of the Information Memorandum (the "applicable criteria"). The historical financial information of Midt-Norsk Havbruk AS (the acquired entity) for the year ended 31 December 2016 used in the compilation of the Pro Forma Financial Information is audited by other auditors and accordingly we do not accept any responsibility for any historical information reported on by other auditors.

The pro forma financial information has been compiled by the Board of Directors and Management to illustrate the impact of the Transaction set out in section 10 of the Information Memorandum on the Company's consolidated financial position as at 31 December 2016 and its consolidated financial performance for the year ended 31 December 2016 as if the Transaction had taken place at 31 December 2016 and 1 January 2016 respectively. As part of this process, information about the Company's and the acquired entity's financial position and financial performance has been extracted by the Board of Directors and Management from the Company's and the acquired entity's financial statements for the year ended 31 December 2016. The auditor's report on the Company's financial statements for the year ended 31 December 2016 has been incorporated by reference in section 12 of the Information Memorandum. The auditor's report on Midt-Norsk Havbruks AS's financial statements for the year ended 31 December 2016 has been included in Appendix B to the Information Memorandum.

The Board of Directors' and Management's Responsibility for the Pro Forma Financial Information The Board of Directors and Management are responsible for compiling the pro forma financial information on the basis of the applicable criteria.

Our Independence and Quality Control

We have complied with the independence and other ethical requirement of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The firm applies International Standard on Quality Control 1, Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Practitioner's Responsibilities

Our responsibility is to express an opinion, as required by Annex II item 7 of EU Regulation No 809/2004 about whether the pro forma financial information has been compiled by the Board of Directors and Management on the basis of the applicable criteria.

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the practitioner plans and performs procedures to obtain reasonable assurance about whether the Board of Directors and Management have compiled the pro forma financial information on the basis of the applicable criteria and whether this basis is consistent with the accounting policies of the Company. Our work primarily consisted of comparing the unadjusted financial information with the source documents as described in section 10 of the Information Memorandum, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with Management of the Company.

The aforementioned opinion does not require an audit of historical unadjusted financial information, the adjustments to conform the accounting policies of Midt-Norsk Havbruk AS to the accounting policies of the Company, or the assumptions summarized in section 10 of the Information Memorandum. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in an information memorandum is solely to illustrate the impact of the or transaction on unadjusted financial information of the Company as if the transaction occurred or had been undertaken at an earlier date selected for purposes of the illustration. Because of its nature, the Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Company's actual financial position or performance.

Accordingly, we do not provide any assurance that the actual outcome of the transaction at 1 January 2016 or for the year ended 31 December 2016 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled on the basis stated involves performing procedures to assess whether the applicable criteria used by the Board of Directors and Management in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria;
• The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information; and
• The pro forma financial information has been compiled on a basis consistent with the accounting policies of the Company.

The procedures selected depend on the practitioner's judgment, having regard to the practitioner's understanding of the nature of the company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• a) the pro forma financial information has been properly compiled on the basis stated in section 10 of the Information Memorandum; and
• b) that basis is consistent with the accounting policies of the Company

This report is issued for the sole purpose of the acquisition of Midt-Norsk Havbruk AS as set out in the Information Memorandum reviewed by Oslo Stock Exchange. Our work has not been carried out in accordance with auditing, assurance or other standards and practices generally accepted in the United States and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. Therefore, this report is not appropriate in other jurisdictions and should not be used or relied upon for any purpose other than the transaction described above. We accept no duty or responsibility to and deny any liability to any party in respect of any use of, or reliance upon, this report in connection with any type of transaction, including the sale of securities other than the transaction, as set out in the Information Memorandum reviewed by Oslo Stock Exchange.

Trondheim, 2 June 2017 ERNST & YOUNG AS

Amund P. Amundsen State Authorized Public Accountant (Norway)

APPENDIX B:

MNH's financial statements

Arsregnskap 2016 for Midt-Norsk Havbruk AS

Organisasjonsnr. 963867212

Årsberetning 2016

Virksomhetens art

Midt-Norsk Haybruk AS driver oppdrett av vngel, smolt og matfisk. Selskapets forretningskontor er på Rørvik i Nord-Trøndelag. Selskapets virksomhet drives i kommunene Nærøy, Vikna, Leka, Osen og Flatanger. Selskapet har samdrift med Bjørøya AS.

Utvikling i resultat og stilling.

	2016	2015	2014
Driftsinntekter	457 424 224	652 209 979	466 259 747
Driftsresultat	121 486 371	145 467 018	101 261 211
Arsresultat	95 614 300	117 724 363	81 428 113
	31.12.2016	31.12.2015	31.12.2014
Balansesum	642 527 467	565 698 083	526 797 683
Egenkapital	352 819 865	269 331 640	220 607 278
Egenkapitalprosent	54,9%	47.6%	41,9%

Netto driftsinntekter i 2016 ble redusert med 187 mill. kr, noe som skyldes forsert utslakting høsten 2015 og dermed ingen slakteinntekter de 4 første månedene i 2016 og at salgsinntektene i 2016 er redusert med et tap ifm. sikring på 101 mill. Det regnskapsmessige resultatet er likevel meget godt. Årsaken til dette er gode priser og god tilvekst,

Nøkkeltallene viser at egenkapitalprosenten for selskapet er steget fra 47.6% i 2015 til 54,9% i 2016. Selskapets oppdrettskonsesjoner er forsiktig vurdert i forhold til de verdier som legges til grunn ved verdsetting av tilsvarende selskaper. Styret er av den formening at konsernets reelle egenkapital er vesentlig høyere enn den balanseførte.

Finansiell risiko

Styret vurderer selskapets finansielle risiko som moderat. Konsernet har en meget solid egenkapital og en langsiktig lånefinansiering med lav risiko. En del av selskapets driftsmidler er dessuten finansiert med operasionell leasing hvor det er godt samsvar mellom kontraktenes løpetid og de respektive driftsmidlers økonomiske levetid.

Selskapet har dessuten en lav likviditetsrisiko som følge av god likviditet og tilstrekkelige trekkrettigheter gjennom vår bankforbindelse. Selskapet har også sikret finansiering av prosjektene nytt settefiskanlegg og Aquatraz.

Kredittrisiko

Mesteparten av fisk som selskapet produserer, slaktes og omsettes gjennom det tilknyttede selskapet Nils Williksen AS. Dette selskapet har dekket en vesentlig andel av sine kundefordringer gjennom kredittforsikring, samt at nesten 50% av salget skjer til andre norske eksportører, hvor kredittrisikoen anses som lav. Som følge av dette anses kredittrisikoen for Midt-Norsk Havbruk AS å være lav. Dersom det høye prisnivået holder seg ut over i 2017 vil kredittrisikoen for MNH indirekte øke dersom ikke Nils Williksen AS klarer å høyne kredittforsikringen på sine kunder. Resten av fisken slaktes og omsettes av Salmar ASA, som er børsnotert.

Fortsatt drift

Årsoppgjøret er avlagt under forutsetning om fortsatt drift. Til grunn for denne forutsetningen ligger selskapets og konsernets solide egenkapital, jfr. avsnittet ovenfor, samt utsikter for positiv inntjening både i 2017 og i de nærmeste årene framover.

Årsberetning 2016

Arbeidsmiljø og personale

Sykefraværet i selskapet var på totalt 533 dagsverk. Dette tilsvarer ca. 5% av utført dagsverk. Det har i regnskapsåret forekommet en personskade i forbindelse med utført arbeid i selskapet.

Midt-Norsk Havbruk AS jobber kontinuerlig med tiltak for å redusere sykefraværet og bedre arbeidsmiljøet. Selskapet er også en IA-bedrift og er medlem i Ytre Namdal Bedriftshelsetjeneste. Arbeidsmiljøet betraktes som meget godt.

Selskapet har gjennomført full likestilling når det gjelder lønns- og arbeidsvilkår. Målsettingen er å fremme likebehandling ved ansettelser og ellers i personalpolitikken. Selskapet hadde pr.31.12.16 51 ansatte; 47 menn og 4 kvinner. Selskapets styre består av fire menn og en kvinne.

Miljørapport

Selskapets innsatsfaktorer (fôr, vaksine og lignende) medfører ingen betydelig påvirkning av det ytre miljø. Selskapets virksomhet er i betydelig grad kontrollert og regulert av offentlige myndigheter. Alle gjeldende miljøkrav er etter styrets oppfatning fulgt. Selskapet har i 2013 startet forsøk med triploid (steril) fisk og har i den forbindelse fått 2 tillatelser med til sammen 1000 tonn MTB for gjennomføring av forsøkene. Tillatelsene til dette er forlenget til 2020. Selskapet reduserte medikamentbruken i 2016 med 97%.

Framtidig utvikling

Markedsutsiktene for oppdrettsnæringen vurderes fortsatt som positive på lang sikt, med gode priser i 2016 og så langt i 2017. Selskapet har 10 ordinære matfiskkonsesjoner, to forsøkskonsesjoner og en settefiskkonsesjon i drift. Det er videre etablert samdriftsopplegg med Bjørøya Fiskeoppdrett AS, som har 9 konsesjoner. Dette har gjennom flere års drift gitt positive effekter for begge parter og bidratt til at gruppen driver en meget effektiv produksjon av laks. Styret forventer også en positiv utvikling for de tilknyttede selskapene. Det har forøvrig ikke inntruffet andre forhold etter regnskapsårets slutt som har betydning for det framlagte årsregnskapet.

Forskning og utvikling

Ved siden av forsøk med triploid fisk deltar selskapet i flere forsknings og utviklingsprosjekter, blant annet oppdrett av leppefisk for biologisk avlusing, gjennom eierskap i Nordland Rensefisk AS og Namdal Rensefisk AS. Midt-Norsk Havbruk AS deltar også i et prosjekt med mekanisk avlusing i samarbeid med Marine Harvest ASA og Hydrolicer produksjon AS. MNH og Bjørøya fikk i slutten av mai 16 levert en flåte av typen Hydrolicer, med 6 linjer og en kapasitet på over 200 tonn / time, som så langt har vært en suksess og bidratt vesentlig til den store reduksjonen i bruk av medikamentelle metoder.

Styret foreslår følgende disponering av årets overskudd, som er på kr. 95 614 300:

Avsatt til utbytte	kr 12 126 075
Avsatt til fond for vurderingsforskjeller	kr 5 146 515
Avsatt til Annen egenkapital	kr 78 341 710
Totalt disponert	kr 95 614 300

Årsberetning 2016

Styret i Midt-Norsk Havbruk AS

Rørvik, 5. mai 2017

Torbjøm Gjelsvik
Styreleder

Solvår Hallesdatter Hardesty Styremedlem

Ø Henrik Dolman Styremedlem

Roll

Roald Dolmen

Styremedlem

Ivar S. Williksen Styremed/em

Tore Holand
Daglig leder

Resultatregnskap

	Note	2016	2015
DRIFTSINNTEKTER OG DRIFTSKOSTNADER Driftsinntekter
Salgsinntekt	1	441 210 828	664 417 977
Annen driftsinntekt	5, 14, 15	16 213 395	(20167673)
Sum driftsinntekter		457 424 224	644 250 303
Driftskostnader
Endring i beh. av varer under tilvirkning Varekostnad	$\overline{2}$	(118000062)	73 150 000
Lønnskostnad	2,3	314 924 361	334 811 769
Avskrivning på varige driftsmidler	4	41 066 492	32 102 986
Annen driftskostnad	3,5 3	23 182 599 74 764 463	11 809 623
Sum driftskostnader		335 937 853	46 908 907
DRIFTSRESULTAT			498 783 285
		121 486 371	145 467 018
FINANSINNTEKTER OG FINANSKOSTNADER Finansinntekter
Inntekt på inv. i tilknyttet selskap	6	5 146 515	11 433 960
Annen renteinntekt		325 555	661 070
Annen finansinntekt	6	1 208 897	401 603
Sum finansinntekter		6 680 967	12 496 633
Finanskostnader
Nedskr. av finansielle anleggsmidler	6	200 899	0
Rentekostnader	$\overline{7}$	5713125	4702517
Annen finanskostnad		236 130	18 038
Sum finanskostnader		6 150 154	4720554
NETTO FINANSPOSTER		530 813	7776078
ORDINÆRT RES. FØR SKATTEKOSTNAD		122 017 183	153 243 097
Skattekostnad på ordinært resultat
Skattekostnad på ordinært resultat	8	26 402 883	35 518 734
ORDINÆRT RESULTAT		95 614 300	117 724 363
ARSRESULTAT		95 614 300	117 724 363
OVERFØRINGER
Overf. fond for vurderingsforskjeller	9	5 146 515	7 333 960
Avsatt til ordinært utbytte	9	12 126 075	29 000 000
Overføringer annen egenkapital	9	78 341 710	81 390 403
SUM OVERFØRINGER		95 614 300	117 724 363

Balanse pr. 31.12.2016

	Note	31.12.2016	31.12.2015
EIENDELER
Anleggsmidler
Immatrielle eiendeler
Konsesjoner	10	40 000 000	40 000 000
Varige driftsmidler
Tomter og næringsbygg	5,10	36 527 000	37 959 000
Maskiner og anlegg	3, 5, 10	43 925 890	0
Arbeidsbåter og flåter	5,10	29 056 000	34 020 000
Mærer, nøter, driftsløsøre	5,10	22 663 700	21 320 000
Anlegg i arbeid	10	1 229 246	3 984 000
Finansielle anleggsmidler
Investeringer i datterselskaper	13	201 299	0
Investeringer i tilknyttede selskaper	6	50 706 394	53 759 879
Investeringer i andre aksjer og andeler	6	9 395 501	9 596 400
Lån til andre selskaper	11	6 125 529	6766291
Sum anleggsmidler		239 830 559	207 405 570
Omløpsmidler
Råvarer, smolt, yngel og matfisk	2,10	262 472 112	139 774 000
Kundefordringer	10, 11	109 316 760	131 849 062
Andre fordringer		23 618 393	39 125 201
Bankinnskudd	12	7 289 642	47 544 250
Sum omløpsmidler		402 696 907	358 292 513
SUM EIENDELER		642 527 467	565 698 083

Balanse pr. 31.12.2016

	Note	31.12.2016			31.12.2015
EGENKAPITAL OG GJELD
Egenkapital Innskutt egenkapital
Selskapskapital	7,9		6 000 000		6 000 000
Overkurs	9		4 958 000		4 958 000
Sum innskutt egenkapital		10 958 000			10 958 000
Opptjent egenkapital
Fond for vurderingsforskjeller Annen egenkapital	9	33 747 879			40 901 364
Sum opptjent egenkapital	9	308 113 986 341 861 865			217 472 276 258 373 640
Sum egenkapital		352 819 865			269 331 640
Gjeld
Avsetning for forpliktelser Utsatt skatt
Sum avsetning for forpliktelser	8	55 910 383 55 910 383			29 507 500
Annen langsiktig gjeld					29 507 500
Gjeld til kredittinstitusjoner	10	55 556 121			63 268 637
Øvrig langsiktig gjeld	3	40 825 890				0
Sum annen langsiktig gjeld		96 382 011			63 268 637
Kortsiktig gjeld
Gjeld til kredittinstitusjoner Leverandørgjeld	10	53 537 397			56 037 273
Betalbar skatt	11 8	48 814 464	0		12 151 592 62 803 940
Skyldig offentlige avgifter		14 350 863			14 701 093
Utbytte	9	12 126 075			29 000 000
Annen kortsiktig gjeld		8 586 408			28 896 408
Sum kortsiktig gjeld		137 415 207		203 590 306
SUM EGENKAPITAL OG GJELD		642 527 467		565 698 083

Torbjørn Gjelsvik
Styreleder

Solvår Hallesdatter Hardesty

Styremedlem

Rørvik, 5.mai 2017

Styret i Midt-Norsk Havbruk AS

Ivar Williksen Styremedlem

x

Henrik Dolmen Styremedlem

Reall Roald Dolmen Styremedlem

Tore Holand Daglig leder

Note 1 - Regnskapsprinsipper.

Årsregnskapet er satt opp i samsvar med regnskapsloven og god regnskapsskikk. Selskapet har videre fulgt relevante bestemmelser i Norsk Regnskaps Standard utarbeidet av Norsk Regnskaps Stiftelse.

Driftsinntekter

Inntektsføring ved salg av varer skjer på leveringstidspunktet. Tjenester inntektsføres etter hvert som de blir levert. Leieinntekter inntektsføres løpende etter hvert som de opptienes.

Omløpsmidler og kortsiktig gjeld

Omløpsmidler og kortsiktig gjeld omfatter normalt poster som forfaller til betaling innen ett år etter siste dag i regnskapsåret, samt poster som knytter seg til varekretsløpet. Omløpsmidler vurderes til laveste verdi av anskaffelseskost og antatt virkelig verdi (Laveste verdis prinsipp).

Anleggsmidler og langsiktig gjeld

Anleggsmidler omfatter eiendeler bestemt til varig eie og bruk for virksomheten. Anleggsmidler er vurdert til anskaffelseskost. Varige driftsmidler føres opp i balansen og avskrives over driftsmidlets forventede økonomiske levetid.

Konsesjoner

Selskapet har 10 matfiskkonsesjoner og 1 settefiskkonsesjon i drift. Disse har ikke begrenset økonomisk levetid og avskrives følgelig ikke. I tillegg har selskapet 2 tidsbegrensede FOU-matfiskkonsesjoner til låns.

Verdien på de 7 konsesjonene selskapet hadde i 1998 ble fastsatt til kr 22.000.000, vurdert etter fradrag for latent skatt. Selskapet ble tildelt 2 nye konsesjoner i desember 2003. Engangsgebyret til staten på kr 10.000.000 som ble aktivert som tilgang i 2003. Selskapet ble tildelt 1 ny konsesion i 2009. Engangsgebyret til staten på kr 8.000.000 ble aktivert som tilgang i 2009.

Den totale regnskapsmessige verdien pr.31.12.2016 på konsesjoner utgjør etter dette kr.40.000.000 som antas å være vesentlig lavere enn den verdi som legges til grunn i markedet ved verdivurdering og omsetning av aksjer i oppdrettsselskaper.

Leasingkontrakter

Selskapet har finansiert mange av investeringene i varige driftsmidler gjennom inngåelse av leasingkontrakter. Disse er regnskapsmessig behandlet som operasjonell leasing pr. 31.12.2015, men behandlet som finansiell leasing i 2016. Omleggingen har ikke fått betydning for det regnskapsmessige resultatet for 2016. Leasingperiodene tilsvarer antatt økonomisk levetid på de respektive leasingobjekter.

Regnskapet belastes med de årlige leasingavgiftene. Det vises til note 3.

Valuta

Pengeposter i utenlandsk valuta vurderes etter børskursen på valutaen etter kursnoteringen på den siste dagen i regnskapsåret. Pr. 31.12.2016 hadde selskapet hverken gjeld eller fordringer i utenlandsk valuta.

Beholdning av fisk og råvarer.

Beholdning av fisk i sjøen er vurdert til det laveste av tilvirkningskost og netto salgsverdi. Pr. 31.12.2016 innebærer dette at beholdningen er vurdert til full tilvirkningskost foruten finanser. Råvarer og andre hjelpematerialer er vurdert til anskaffelseskost.

Noter for Midt-Norsk Havbruk AS

Fordringer

Kundefordringer og andre fordringer føres opp i balansen til pålydende etter fradrag for avsetning til påregnelig tap. Pr. 31.12.2016 ble det ikke foretatt avsetning for tap.

Investering i datterselskaper og tilknyttede selskaper

Investering i datterselskaper er balanseført til faktisk anskaffelseskost i morselskapets regnskap.

For vesentlige tilknyttede selskap som Åsen Settefisk AS og Nils Williksen AS er egenkapitalmetoden anvendt. For øvrige TS og aksjer er kostprismetoden benyttet. Det foretas nedskrivning når virkelig verdi antas å være lavere enn bokført verdi

Skatt

Skattekostnaden i resultatregnskapet omfatter periodens betalbare skatt som blir utlignet og forfaller til betaling i neste regnskapsår i tillegg til endring i utsatt skatt. Utsatt skatt er beregnet med skattesatsen ved utgangen av regnskapsåret (24%) på grunnlag av skattereduserende og skatteøkende midlertidige forskieller som eksisterer mellom regnskapsmessige og skattemessige verdier. I beregningen er det også medtatt ligningsmessig framførbart underskudd ved regnskapsårets utgang. Skatteøkende og skattereduserende midlertidige forskjeller som reverserer eller kan reversere i samme periode er utlignet og nettoført.

Kontantstrømoppstilling

Kontantstrømoppstillingen er satt opp etter den indirekte modellen.

Sikring

Ved sikring skal gevinst og tap resultatføres i samme periode. Urealisert resultat på sikringskontrakter resultatføres i samme periode som fisken slaktes/omsettes. Se note 1 for ytterligere opplysninger.

Konsernregnskap

Selskapet har ikke utarbeidet konsernregnskap, da selskapet er et underkonsern til Haspro Holding AS som utarbeider konsernregnskap. Unnlatelse av å utarbeide konsernregnskap er hjemlet i regnskapslovens §3-7. Morselskapet har forretningskontor i Fredrikstad.

Note 1 - Spesifikasjon av salg.

(Beløp i 1.000 kr.)	2015	2016
Salg smolt i lokalmarkedet Salg av laks via norske eksportører	664 418	441 210

Totale salgsinntekter

Salgsinntektene er i 2016 redusert med et realisert tap ifm sikring, NOK 100.913.750. Tilsvarende beløp for 2015 var på NOK 24.086.150, men da ble tapet presentert på linje for Annen Driftsinntekt.

664 418

441 210

Note 2 - Spesifikasjon av varebeholdninger.

(Alle tall i 1 000 kr.)

Pr beholdningstype	2015	2016
Råvarer	4 5 2 4	7 7 4 5
Varer under tilvirkning (matfisk)	131 520	251 187
Varer under tilvirkning (settefisk)	3730	3 5 4 0
Ferdigvarer	O	O
Totalt	139 774	262 472
Pr verdsettelsesmetode
Verdsatt til anskaffelseskost	4 5 2 4	7 7 4 5
Verdsatt tiltilvirkningskost	135 250	254 727
Verdsatt til virkelig verdi	0	O
Totalt	139 774	262 472

Note 3 - Leasing og leieavtaler.

Selskapet har inngått følgende leasing- og leieavtaler vedrørende varige driftsmidler. Ingen av disse er balanseført pr 31.12.2015. Selskapet har endret prinsipp fom 2016 uten at det har medført en resultatmessig effekt, og har valgt å balanseføre samtlige vesentlige leasingavtaler pr 31.12.2016.

(Beløp i 1.000 kr.)

Arlig leie (operasjonelle)	l år	I fjor	Varighet
Tomter, bygninger og annen fast eiendom Leasing flåter, maskiner	655	633	5år
og annet driftsutstyr	20	2855	4-8 år
Totalt (operasjonelle)	675	3 4 8 8

For begge år inngår kostnadene i posten Annen driftskostnad.

Arlig leie (finansielle)	l år		I fjor Varighet
Skip, rigger og lignende	6 690 154		4-5 år
Totalt (finansielle)	6 690 154	0

Selskapet har balanseført leasingkontrakter for totalt NOK 40.825.890 pr 31.12.2016. Tilsvarende beløp er ført som langsiktig gjeld i balansen. Årlig leie på NOK 6.690.154 er fordelt mellom avskrivninger (NOK 6.578.798) og renter (NOK 111.355).

Selskapet har følgende leasing- og leieforpliktelser de kommende 5 år basert på løpende kontrakter og vilkår pr.31.12.16: (Beløp i 1.000 kr.)

2017: 10 477 2018: 10 477 2019: 8 400 2020: 7 648 2021: 3 824

Selskapet har dessuten inngått en timecharter på to brønnbåter for transport av slaktefisk og andre tjenester gjennom det tilknyttede selskapet Oppdretternes Miljøservice AS. Kontrakten er inngått sammen med de øvrige oppdrettsvirksomhetene i regionen. Kontraktene løper til henholdsvis pr. 31.12.2018 og pr. 31.12.2021 og kostnaden for 2016 utgjorde 6.924 (2015: 9.469) og inngår i posten Vareforbruk.

Framtidige brutto T/C-forpliktelser er beregnet til (Beløp i 1.000 kr.):

2017: 15.933 2018: 15.933 2019: 10.208 2020: 10.208 2021: 21.574

Note 4 - Lønnskostnader, antall ansatte, godtgjørelser ledende personer

Det var pr.31.12.16 ansatt 51 menn og 4 kvinner i selskapet.

Gjennomsnittlig antall ansatte i regnskapsåret representerer ca.48 årsverk.

Spesifikasjon av lønnskostnader		2016	2015
Lønn, honorarer og bonuser ansatte Arbeidsgiveravgift Pensjonskostnader og forsikringer Andre lønnsrelaterte ytelser		36 196 601 1849011 1 7 1 2 4 5 0 1 308 430	27 949 433 1 439 514 1495815 1 2 1 8 2 2 4
Total lønnskostnad		41 066 492	32 102 986
Ytelser til ledende personer og revisor		Lønn og annen godtgj.
Lønn, bonus, andre ytelser daglig leder Styrehonorar:		1611401 460 000
Honorar til revisor: Revisjon Regnskaps- og skattebistand Annen konsulentbistand	81925 22 050 3625	107 600
Totalt		2 279 001

Daglig leder har rett på bonus basert på selskapets resultat. Omfang av bonus fastsettes årlig.

Obligatorisk tjenestepensjon:

Selskapet har etablert pensjonsordning for alle ansatte i samsvar med lov om obligatorisk tjenestepensjon. Årets premie er belastet regnskapet og det er ikke foretatt avsetning for framtidige premiebetalinger.

Note 5 - Varige driftsmidler.

	Tomter og Maskiner og Arbeidsbåter Mærer, nøter,				Sum
	næringsbygg	anlegg	og	driftsløsøre
			flåter
Ansk.kost pr. 1/1	53 373 706	$\Omega$	66 526 884	56 612 486	176 513 076
+ Tilgang	0	6 505 000	$\Omega$	8 146 500	14 651 500
- Avgang	Ω	0	2 939 784	0	2939784
Ansk.kost pr. 31/12	53 373 706	6 505 000	63 587 100	64 758 986	188 224 792
Akk. av/nedskr. pr 1/1	15 414 706	0	32 506 884	35 292 486	83 214 076
+ Ord. avskrivninger	1 432 000	3 405 000	4 964 000	6802800	16 603 800
- Tilb.f. avskrivning	0	$\Omega$	2 939 784	0	2 939 784
Akk. av/nedskr. 31/12	16 846 706	3 405 000	34 531 100	42 095 286	96 878 092
Balansef. verdi 31/12	36 527 000	3 100 000	29 056 000	22 663 700	91 346 700
Prosentsats ord. avskr.	$1 - 10$	100-100	$7 - 20$	$10 - 33$

Salg driftsmidler i 2016 har gitt en regnskapsmessig gevinst på NOK 3.062.000.

I tillegg til ovennevnte tabell:

Anlegg i arbeid NOK 1.229.246

Leasing NOK 40.825.890

Selskapet har finansiert mange av investeringene i varige driftsmidler gjennom inngåelse av leasingkontrakter. Disse er regnskapsmessig behandlet som operasjonell leasing pr. 31.12.2015, men behandlet som finansiell leasing i 2016. Det er i 2016 aktivert leasingmaskiner med NOK 47.504.688, motposten er øvrig langsiktig gjeld med tilsvarende beløp. Pr. 31.12.2016 er bokført verdi leasing maskiner og leasing gjeld NOK 40.825.890. Avskrivninger i 2016 er på NOK 6.578.798, renter på NOK 111.355, totalt NOK 6.690.154. Avskrivningsplanen følger leasingkontraktens levetid.

Note 6 - Investeringer i aksjer og andeler.

Aksjer bokføres til kostpris, foruten tilknyttede selskap, som vurderes iht EK-metode. Spesifikasjonen inneholder alle aksjer der eierandelen er over 10%. Øvrige investeringer er medtatt i posten "Øvrige aksjer og andeler".

Selskap / forretningskontor	Balanseført verdi	Inntektsført resultat 2016	Selskapets EK 31.12.16
Tilknyttede selskaper: (Balanseført etter EK-metoden, beløp i 1.000 kr.)
Nils Williksen AS (eier 42,20 %)	16 753	$-1084$	39 707
Åsen Settefisk AS (eier 40.74 %)	33 953	6 2 3 0	83 842

Samlet balanseført verdi 50 706

Nils Williksen AS holder til i Vikna Kommune, mens Åsen Settefisk AS holder til i Levanger Kommune.

Andre selskaper:	Eierandel	Balanseført verdi	Selskapets EK 31.12.16
(Balanseført til ansk.kost, beløp i 1.000 kr.)
Win Win Seafood AS (Sør-Korea)	50,00 %	5 1 9 0	19 269
Nordland Renseefisk AS (Lurøy kommune)	20,00 %	1641	16 507
Vital Rørvik AS (Vikna kommune)	16,25 %	1635	0
Oppdretternes Miljøservice AS (Vikna kommune)	23,26 %	102	7 141
Namdal Rensefisk AS (Flatanger kommune)	10,30 %	800	6 5 6 6
Øvrige aksjer og andeler		27
Samlet balanseført verdi		9 3 9 5

Win Win Seafood AS (Sør-Korea): Midt-Norsk Havbruk AS har mottatt et utbytte på NOK 913.828, som er presentert under andre finansinntekter i regnskapet.

Williksen Fisk & Catering AS: Aksjene er er nedskrevet fra NOK 200.900 til NOK 1 i 2016, da det er usikkerhet rundt virkelig verdi.

Note 7 - Selskapskapital

Selskapet har 600 000 aksjer hver pålydende kr.10,00. Samlet aksjekapital utgjør kr.6.000.000.

Selskapet har kun èn aksjeklasse.

Selskapets aksjeeiere er:

Aksjonærens navn	Antall aksjer
MNH Holding AS Williksen Invest AS Vikna Holding AS Eilif Reinert Dolmen Harald Gunnar Dolmen	352 224 204 304 22 700 12 3 12 8460	$(58, 70\%)$ (34,05%) (3,78%) $(2,05\%)$ $(1, 41\%)$
Totalt	600 000	$(100,0\%)$

Selskapets tillitsmenn har følgende eierandeler enten direkte eller gjennom selskapet de eier aksjer i:

	Antall aksjer
Styreleder
Andre medlemmer av styret	374 924

Alle aksjer gir like rettigheter i selskapet. Selskapet har ikke omsatt egne aksjer i løpet av året. Selskapet har ingen forpliktelser knyttet til tegningsretter, opsjoner og lignende. Ansatte har ikke rett til tegning eller kjøp av aksjer.

Note 8 - Skattegrunnlag, skattegrunnlag og utsatt skatt.

Spesifikasjon av årets skattegrunnlag:		2016
Resultat før skattekostnader Permanente og andre forskjeller Endring i midlertidige forskjeller Inntekt		122 017 183 -7 087 253 -140 488 502 $-25558572$
Grunnlag utsatt skatt pr 31.12. i regnskapsåret		232 959 930
Utsatt skatt med tidligere skattesats 25 % Utsatt skatt med ny skattesats 24 %		58 239 983 55 910 383
Reduksjon av årets skattekostnad pga. endring i skattesats		2 3 2 5 5 9 9
Midlertidige forskjeller og balanseført utsatt skatt
+ Driftsmidler inkl. goodwill + Varebeholdning + Gevinst- og tapskonto - Andre avsetninger for forpliktelser - Fremførbart skattemessig underskudd	2016 972 990 254 727 112 2 818 400 0 25 558 572	2015 3 150 000 135 250 000 768 000 21 138 000 0
Sum positive skatteøkende forskjeller Sum negative skatteøkende forskjeller	258 518 502 25 558 572	139 168 000 21 138 000
Grunnlag for beregning av utsatt skatt / skattefordel	232 959 930	118 030 000
Balanseført utsatt skatt	55 910 383	29 507 500
Spesifikasjon av årets skattegrunnlag:
Resultat før skattekostnader + Permanente og andre forskjeller + Endring i midlertidige forskjeller $=$ Inntekt		122 017 183 -7 087 253 -140 488 502 $-25558572$
Spesifikasjon av årets skattekostnad:
Beregnet skatt av årets resultat		0
= Sum betalbar skatt		0
+/- Endring i utsatt skatt (regnskapsført) +/- Endring i utsatt skattefordel (regnskapsført)		26 402 883
= Ordinær skattekostnad		26 402 883
Skattesats i inntektsåret		25

Betalbar skatt i balansen består av

Sum betalbar skatt

Note 9 - Årets endring i egenkapital.

	Aksjekapital	Overkurs	Fond for vurderings- forskjeller	Annen egenkapital
Egenkapital pr.01.01.16	6 000 000	4 958 000	40 901 364	217 472 276
+/- Andre transaksjoner	0	0	$-12300000$	12 300 000
+Tilført fra årets resultat	0	0	5 146 515	90 467 785
- Avsatt til utbytte	0	0	0	12 126 075
Egenkapital pr 31.12.16	6 000 000	4 958 000	33 747 879	308 113 986

Andre transaksjoner: Posten er korrigert med NOK 12.300.000 grunnet en feilpostering mellom fond for vurderingsforskjeller og annen EK tidligere år.

Note 10 - Langsiktig gjeld, pantstillelser og garantiansvar.

Gjeldspost med forfall senere enn 5 år fra balansedagen utgjør pr.31.12.2016 kr. 28 241 000 og pr. 31.12.2015 kr. 33 454 000.

Nedbetalingsprofil:

Basert på gjeldende låneavtaler pr.31.12.16 vil låneporteføljen ha følgende nedbetalingsprofil de nærmeste fem årene (Beløp i 1.000 kr.):

2018: 5.213 2019: 5.213 2020: 5.213 2021: 5.213 2017: 6.463

Pantsettelser	2016	2015
Gjeld sikret med pant	109 093 518	119 305 910
Pantsatte eiendeler:
Konsesjoner	40 000 000	40 000 000
Varige driftsmidler	91 346 700	75 963 000
Varelager	262 472 112	139 774 000
Kundefordringer	109 316 716	131 849 062
Sum pantsatte eiendeler	503 135 528	387 586 062
Garantier, kausjoner mv:
Sikret med samme pant som ovenfor	1900000	1900000

Kassekreditt: Selskapet har en limit på NOK 171.500.000.

Noter for Midt-Norsk Haybruk AS	Organisasjonsnr. 963867212

Note 11 - Fordringer på og gjeld til datterselskaper og tilknyttede selskaper.

(Alle tall i NOK 1.000)

Fordringer på og gjeld til datterselskaper, tilknyttede selskaper og andre selskaper Midt-Norsk Havbruk AS eier aksjer i, spesifisert for hver post i balansen

(Gjeld angitt med negativt fortegn):

Regnskapspost:	Selskapstype:	Pr 31.12.16	Pr 31.12.15
Kundefordringer	Tilknyttede selskaper	0	0
	Andre selskaper	910	4
Andre fordringer	Tilknyttede selskaper	4 100	0
	Andre selskaper	6 1 2 5	6766
Leverandørgjeld	Tilknyttede selskaper	126	6
	Andre selskaper	0	116
Annen kortsiktig gjeld	Andre selskaper	0	0

Note 12 - Bundne bankinnskudd.

Selskapet hadde pr.31.12 følgende bundne bankinnskudd:	2016	2015
Skattetrekksmidler FishPool/Nasdag	1628 123	1 181 297 25 057 213
Totalt bundne bankinnskudd	1628 123	26 238 510

Note 13 - Investeringer i datterselskap

Aksjer i datterselskaper er balanseført iht kostprismetoden.

Selskapet har følgende datterselskaper:

Datterselskap:			Eierandel % Stemmerett % Forretningskontor
MNH Produksjon AS	90.6	90.6	Rørvik
Datterselskap:	Kostpris	Resultat 2016	Balanse 31.12.2016

Selskapet har ingen fordring eller gjeld på datterselskap.

Note 14 - Skattefunn

Det pågår 2 prosjekter i 2016. Det er påløpt kostnader med NOK 7.902.202, som forventes å gi NOK 1.580.440 i refusjon. Skattefunn er inntektsført på linje for annen driftsinntekt, og andre kortsiktige fordringer som motpost.

Noter for Midt-Norsk Haybruk AS
	Organisasjonsnr. 963867212

Note 15 - Tilskudd Innovasjon Norge

Selskapet har i 2016 fått tilsagn på tilskudd på NOK 10.000.000, hvorav NOK 3.000.000 er mottatt og inntektsført i 2016. Posten er inntektsført under annen driftsinntekt i 2016.

Indirekte kontantstrøm oppstilling Midt Norsk Havbruk AS - 963 867 212

(Beløp i 1 000kr.)

KONTANTSTRØMOPPSTILLING	2016	2015
Kontantstrøm fra operasjonelle aktiviteter
Resultat før skattekostnad	122 017	153 243
Periodens betalte skatter	$-62804$	$-20265$
Ordinære avskrivninger	23 183	11810
Netto Gevinst(-) / Tap(+) ved salg av Varige Driftsmidler	$-3062$	$\overline{0}$
Netto Gevinst(-) / Tap(+) ved salg av aksjer	$\theta$	33
Nedskrivning aksjer	201	$\theta$
Resultatandel tilknyttede selskaper	$-5147$	$-11434$
Inntektsført utbytte	$-914$
Endring i kundefordringer	22 5 3 2	$-71,252$
Endring i varebeholdninger	$-122698$	75 962
Endring i leverandører	36 663	9 5 4 6
Endring i andre tidsavgrensningsposter	$-4876$	8 3 2 7
Netto kontantstrøm fra operasjonelle aktiviteter (A)	5 0 9 5	155 970
Kontantstrøm fra investeringsaktiviteter
Innbetalinger ved salg av varige driftsmidler	3 0 6 2	325
Innbetalinger ved salg av langs.aksjer	$\theta$	$\theta$
Innbetalinger utbytte fra tilknyttet selskap	4 100	4 1 0 0
Innbetalinger utbytte øvrige selskaper	914	$\mathbf{0}$
Innbetalinger ved utlån til investeringsselskaper	1 300	$\Omega$
Utbetalinger ved kjøp av varige driftsmidler	$-14652$	$-26410$
Netto endringer fordringer nærst.selskaper	$\boldsymbol{0}$	$\mathbf{0}$
Utbetalinger ved kjøp langs. aksjer og fordringer	$-201$	$\theta$
Utbetalinger ved utlån til investeringsselskaper	$-659$	$-3925$
Netto kontantstrøm fra investeringsaktiviteter (B)	$-6136$	$-25910$
Kontantstrøm fra finansaktiviteter
Netto økning (+) / reduksjon (-) langsiktige lån	$-7713$	$-7712$
Økning (+) / reduksjon (-) driftskreditt	$-2500$	$-41524$
Netto innbeta. (+) / utbet. (-) lån fra aksjonærer	$\theta$	$-13058$
Utbetaling av utbytte	$-29000$	$-76000$
Netto kontantstrøm fra finansaktiviteter (C)	$-39213$	$-138294$
Netto endring av kontanter og kontantekvivalenter (A+B+C)	$-40254$	$-8234$
Beh. av kontanter og kontantekvivalenter 01.01.	47544	55 778
Beh. av kontanter og kontantekvivalenter 31.12.	7290	47 544
Kontantbeholdning framkommer slik:
Bankinnskudd pr 31.12.	5 6 6 2	46 363
Skattetrekksmidler pr. 31.12	1628	1 1 8 1
Totalt	7 2 9 0	47 544

BDO AS Klæbuveien 127B 7031 Trondheim

Uavhengig revisors beretning

Til generalforsamlingen i Midt-Norsk Havbruk AS

Uttalelse om revisjonen av årsregnskapet

Konklusjon

Vi har revidert Midt-Norsk Havbruk AS' årsregnskap som består av balanse per 31. desember 2016, resultatregnskap og kontantstrømoppstilling for regnskapsåret avsluttet per denne datoen og noter til årsregnskapet, herunder et sammendrag av viktige regnskapsprinsipper.

Etter vår mening er det medfølgende årsregnskapet avgitt i samsvar med lov og forskrifter og gir et rettvisende bilde av selskapets finansielle stilling per 31. desember 2016, og av dets resultater og kontantstrømmer for regnskapsåret avsluttet per denne datoen i samsvar med regnskapslovens regler og god regnskapsskikk i Norge.

Grunnlag for konklusjonen

Vi har gjennomført revisjonen i samsvar med lov, forskrift og god revisjonsskikk i Norge, herunder de internasjonale revisjonsstandardene International Standards on Auditing (ISAene). Våre oppgaver og plikter i henhold til disse standardene er beskrevet i Revisors oppgaver og plikter ved revisjon av årsregnskapet. Vi er uavhengige av selskapet slik det kreves i lov og forskrift, og har overholdt våre øvrige etiske forpliktelser i samsvar med disse kravene. Etter vår oppfatning er innhentet revisjonsbevis tilstrekkelig og hensiktsmessig som grunnlag for vår konklusjon.

Annen informasjon

Ledelsen er ansvarlig for annen informasjon. Annen informasjon består av årsberetningen, men inkluderer ikke årsregnskapet og revisjonsberetningen.

Vår uttalelse om revisjonen av årsregnskapet dekker ikke annen informasjon, og vi attesterer ikke den andre informasjonen.

I forbindelse med revisjonen av årsregnskapet er det vår oppgave å lese annen informasjon med det formål å vurdere hvorvidt det foreligger vesentlig inkonsistens mellom annen informasjon og årsregnskapet, kunnskap vi har opparbeidet oss under revisjonen, eller hvorvidt den tilsynelatende inneholder vesentlig feilinformasjon.

Dersom vi konkluderer med at den andre informasjonen inneholder vesentlig feilinformasjon er vi pålagt å rapportere det. Vi har ingenting å rapportere i så henseende.

Styrets og daglig leders ansvar for årsregnskapet

Styret og daglig leder (ledelsen) er ansvarlig for å utarbeide årsregnskapet i samsvar med lov og forskrifter, herunder for at det gir et rettvisende bilde i samsvar med regnskapslovens regler og god regnskapsskikk i Norge. Ledelsen er også ansvarlig for slik intern kontroll som den finner nødvendig for å kunne utarbeide et årsregnskap som ikke inneholder vesentlig feilinformasjon, verken som følge av misligheter eller feil.

Ved utarbeidelsen av årsregnskapet må ledelsen ta standpunkt til selskapets evne til fortsatt drift og opplyse om forhold av betydning for fortsatt drift. Forutsetningen om fortsatt drift skal legges til grunn for årsregnskapet så lenge det ikke er sannsynlig at virksomheten vil bli avviklet.

Revisors oppgaver og plikter ved revisjonen av årsregnskapet

Vårt mål med revisjonen er å oppnå betryggende sikkerhet for at årsregnskapet som helhet ikke inneholder vesentlig feilinformasjon, verken som følge av misligheter eller utilsiktede feil, og å avgi en revisjonsberetning som inneholder vår konklusjon. Betryggende sikkerhet er en høy grad av sikkerhet, men ingen garanti for at en revisjon utført i samsvar med lov, forskrift og god revisjonsskikk i Norge, herunder ISA-ene, alltid vil avdekke vesentlig feilinformasjon som eksisterer. Feilinformasjon kan oppstå som følge av misligheter eller utilsiktede feil. Feilinformasjon blir vurdert som vesentlig dersom den enkeltvis eller samlet med rimelighet kan forventes å påvirke økonomiske beslutninger som brukerne foretar basert på årsregnskapet.

Som del av en revisjon i samsvar med lov, forskrift og god revisjonsskikk i Norge, herunder ISA-ene, utøver vi profesjonelt skjønn og utviser profesjonell skepsis gjennom hele revisjonen. I tillegg:

• identifiserer og anslår vi risikoen for vesentlig feilinformasjon i regnskapet, enten $\bullet$ det skyldes misligheter eller utilsiktede feil. Vi utformer og gjennomfører revisjonshandlinger for å håndtere slike risikoer, og innhenter revisjonsbevis som er tilstrekkelig og hensiktsmessig som grunnlag for vår konklusjon. Risikoen for at vesentlig feilinformasjon som følge av misligheter ikke blir avdekket, er høyere enn for feilinformasjon som skyldes utilsiktede feil, siden misligheter kan innebære samarbeid, forfalskning, bevisste utelatelser, uriktige fremstillinger eller overstyring av intern kontroll.
• opparbeider vi oss en forståelse av den interne kontroll som er relevant for $\bullet$ revisjonen, for å utforme revisjonshandlinger som er hensiktsmessige etter omstendighetene, men ikke for å gi uttrykk for en mening om effektiviteten av selskapets interne kontroll.
• evaluerer vi om de anvendte regnskapsprinsippene er hensiktsmessige og om regnskapsestimatene og tilhørende noteopplysninger utarbeidet av ledelsen er rimelige.
• konkluderer vi på hensiktsmessigheten av ledelsens bruk av fortsatt drift- $\bullet$ forutsetningen ved avleggelsen av regnskapet, basert på innhentede revisjonsbevis, og hvorvidt det foreligger vesentlig usikkerhet knyttet til hendelser eller forhold som kan skape tvil av betydning om selskapets evne til fortsatt drift. Dersom vi konkluderer med at det eksisterer vesentlig usikkerhet, kreves det at vi i revisjonsberetningen henleder oppmerksomheten på tilleggsopplysningene i regnskapet, eller, dersom slike tilleggsopplysninger ikke er tilstrekkelige, at vi modifiserer vår konklusjon om årsregnskapet og årsberetningen. Våre konklusjoner er basert på revisjonsbevis innhentet inntil datoen for revisjonsberetningen.

Etterfølgende hendelser eller forhold kan imidlertid medføre at selskapet ikke fortsetter driften.

evaluerer vi den samlede presentasjonen, strukturen og innholdet, inkludert $\bullet$ tilleggsopplysningene, og hvorvidt årsregnskapet representerer de underliggende transaksjonene og hendelsene på en måte som gir et rettvisende bilde.

Vi kommuniserer med styret blant annet om det planlagte omfanget av revisjonen og til hvilken tid revisjonsarbeidet skal utføres. Vi utveksler også informasjon om forhold av betydning som vi har avdekket i løpet av revisjonen, herunder om eventuelle svakheter av betydning i den interne kontrollen.

Uttalelse om øvrige lovmessige krav

Konklusjon om årsberetningen

Basert på vår revisjon av årsregnskapet som beskrevet ovenfor, mener vi at opplysningene i årsberetningen om årsregnskapet, forutsetningen om fortsatt drift og forslaget til anvendelse av overskuddet er konsistente med årsregnskapet og i samsvar med lov og forskrifter.

Konklusjon om registrering og dokumentasjon

Basert på vår revisjon av årsregnskapet som beskrevet ovenfor, og kontrollhandlinger vi har funnet nødvendig i henhold til internasjonal standard for attestasjonsoppdrag (ISAE) 3000 «Attestasjonsoppdrag som ikke er revisjon eller forenklet revisorkontroll av historisk finansiell informasjon», mener vi at ledelsen har oppfylt sin plikt til å sørge for ordentlig og oversiktlig registrering og dokumentasjon av selskapets regnskapsopplysninger i samsvar med lov og god bokføringsskikk i Norge.

Trondheim, 5. mai 2017 BDO AS

John Christian Løvaas statsautorisert revisor

Uavhengig revisors beretning 2016 Midt-Norsk Havbruk AS - Side 3 av 3

BDO AS, et norsk aksjeselskap, er deltaker i BDO International Limited, et engelsk selskap med begrenset ansvar, og er en del av det internasjonale nettverket BDO, som består av uavhengige selskaper i de enkelte land. Foretaksregisteret: NO 993 606 650 MVA.