TGS ASA — M&A Activity 2021

Aug 13, 2021

TEXT OF BANK GUARANTEE

Bank guarantee issued in connection with the mandatory offer to purchase shares in Norway Royal Salmon ASA by NTS ASA.

In connection with the mandatory offer (the "Offer") by NTS ASA ("NTS") (the "Offeror") for the acquisition of shares in Norway Royal Salmon ASA (business registration number 864 234 232 (the "Company" or "NRS") (the "Shares"), made in accordance with rules on mandatory offers in the Norwegian Securities Trading Act Chapter 6, and based on the offer document for the Offer dated 16 July 2021 (the "Offer Document") and the notice of amendment to the Offer published by the Offeror on 13 August 2021, at the request and for the account of NTS, we, Nordea Bank Abp, filial i Norge, Essendrops gate 7, N-0368 Oslo, Norway ("Nordea"), unconditionally guarantee as for our own debt (in Norwegian: "selvskyldnergaranti"), in favour of the shareholders in NRS, the payment of NOK 240 per Share to shareholders of NRS who have accepted the Offer in accordance with the terms of the Offer Document. This guarantee replaces the guarantee issued by Nordea on 16 July 2021 in relation to the Offer.

Our liability under this guarantee is limited to the Principal Guarantee Amount (as defined below) plus default interests (which currently is 8.00 per cent interest per annum) in case of late payment for a period of up to four weeks (the "Guarantee Period"), calculated from the due date of the settlement of the Offer. To the extent that any decision to change the Norwegian default interest under the Act on Interest on Overdue Payment, etc., dated 17 December 1976 no. 100 is adopted within the Guarantee Period, the amount of such default interest shall be amended accordingly. No other claims will be covered by the guarantee.

As used herein, the term "Principal Guarantee Amount" means: NOK 6,697,196,160 (Norwegian Kroner SIX BILLION SEVEN HUNDRED NIENTY SEVEN MILLION ONE HUNDRED NIENTY SIX THOUSAND ONE HOUNDRED AND SIXTY) which is equal to the maximum amount payable by the Offeror pursuant to the offer price of NOK 240 per Share of NRS multiplied with 27,904,984 shares of NRS, being the number of Shares not already owned by NTS, Midt-Norsk Havbruk AS, and Gåsø Næringsutvikling AS (the "Consolidated Parties").

This guarantee is effective from the date hereof, being 13 August 2021. Claims under this guarantee may only be made to us after the date of due payment in accordance with the terms of the Offer and must be received by us before 16:30 hours (Oslo time) on 8 October 2021, after which time this guarantee lapses. If the acceptance period for the Offer is extended (which under the terms of the Offer Document can be done by in total maximum two weeks up to an aggregate total of six weeks), the duration of this guarantee is extended accordingly. In such case, the guarantee will lapse 16:30 hours (Oslo time) four weeks following the extended settlement date for the Offer, but no later than 12 October 2021.

Claims under this guarantee shall be made in writing to Nordea Bank Abp, filial i Norge, Trade Finance Department, Essendrops gate 7, N-0368 Oslo, Norway, P.O Box 1166 Sentrum, N-0107 Oslo, Norway, email: tfguarantee.no@nordea.com, tel: +47 46931615. Claims under this guarantee shall be accompanied by:

• a. Evidence, by way of a VPS transcript reflecting that the person making the claim is the owner of the shares relating to the relevant acceptance;
• b. A statement by the claimant that no or insufficient payment has been received for the shares relating to the relevant acceptance; and
• c. A copy of the duly completed acceptance form.

Settlement will be made against transfer of the Shares in question. Pursuant to section 6-3 (2) cf. section 6-10 of the Securities Trading Regulations regarding inter alia the requirements for guarantees in respect of mandatory offers, the Principal Guarantee Amount may be reduced after expiry of the acceptance period of the Offer, subject to approval by Oslo Børs ASA.

This guarantee shall be governed by and construed in accordance with Norwegian law.