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Read more about Investor Relations, corporate governance, and company management here.

For questions concerning Investor Relations, please contact:

Charles Høstlund, CEO (interim)

E-post:       charles.hostlund@salmon.no

Mobil:         +47 994 18 449

Contact data for analysts who regularly follow NRS.

About stockinformation:

Ticker: NRS
ISIN: NO0010331838
Org nr.: 864 234 232 NO
Number of shares: 43 572 191  à nominal NOK1,- per share

Contacts:


ABG Sundal Collier

Martin Kaland

Phone: +47 22 01 60 67

Email: martin.kaland@abgsc.no

 

Danske Bank

Joakim Petterson

Phone:  +47 85 40 70 74

Email: joakim.pettersson@danskebank.com


DNB Markets

Alexander Aukner

Phone: +47 24 16 90 79

Email: alexander.aukner@dnb.no

 

Handelsbanken Capital Markets

Ketil Lye

Phone: +47 22 39 72 99

Email: kjly01@handelsbanken.no

 

SEB

Bent Rølland

Phone: +47 22 82 71 26

Email: bent.rolland@seb.no

 

 

NORDEA MARKETS

Herman Aleksander Dahl

Phone: +47 24 01 37 73

Email: herman.aleksander.dahl@nordea.com

 

 

PARETO SECURITIES

Carl-Emil Kjølås Johannessen

Phone: +47 24 13 39 41

Email: cekj@paretosec.com

 

SpareBank 1 Markets

Knut-Ivar Bakken

Phone: +47 24 13 37 84

Email: knut-ivar.bakken@sb1markets.no

 

Kepler Cheuvreux

Christian Nordby

Phone: +47 23 13 90 71

Email: cnordby@keplercheuvreux.com

 

Fearnley Securities

Nils Thommesen

Phone: +47 22 93 63 99

Email: n.thommesen@fearnleys.com

Financial calendar 2022 for Norway Royal Salmon ASA:

23.02.2022 Presentation of preliminary annual results 2021
06.04.2022 Annual Report
25.05.2022  Presentation Q1 2022
02.06.2022  Annual General Meeting 2022
31.08.2022  Presentation Q2 2022
16.11.2022 Presentation Q3 2022

Please note that the financial calendar may be subject to change.

This information is subject of the disclosure requirements acc. to § 5-12 vphl (Norwegian Securities Trading Act)



Shareholders
General Assembly
Statutes
Registrar

Largest shareholders 27.05.22

Rank Stake Name
1 68.13708 NTS ASA
2 3.03010 Brown Brothers Harriman & Co.
3 2.41226 HELLESUND FISKEOPPDRETT AS
4 1.60831 HAVBRUKSINVEST AS
5 1.48350 The Northern Trust Comp, London Br
6 1.32940 State Street Bank and Trust Comp
7 1.23054 RBC INVESTOR SERVICES TRUST
8 1.09014 Skandinaviska Enskilda Banken AB
9 1.02953 BNP Paribas Securities Services
10 0.91220 JPMorgan Chase Bank, N.A., London
11 0.85487 The Bank of New York Mellon
12 0.78453 VERDIPAPIRFONDET EIKA SPAR
13 0.64406 JPMorgan Chase Bank, N.A., London
14 0.60160 VERDIPAPIRFONDET EIKA NORGE
15 0.47836 The Bank of New York Mellon
16 0.46274 RBC INVESTOR SERVICES TRUST
17 0.45326 NORWAY ROYAL SALMON ASA
18 0.42434 The Bank of New York Mellon
19 0.40651 VERDIPAPIRFONDET ALFRED BERG GAMBA
20 0.34426 NYHAMN AS


Notices and protocols

Notices and protocols  of general meeting in Norway Royal Salmon ASA


pdf

Click to download PDF

 

NOTICES
Notice of extraordinary general meeting NRS ASA June 30th 2022


Merger plan- SalMar-NRS
Appendix 1.1
Appendix 1.2
Appendix 1.3
Appendix 1.4
Appendix 1.5
Appendix 2.1
Appendix 2.2
Appendix 2.3
Appendix 2.4

Item 5 on the agenda Recommendation from the Nomination Committee

Notice of ordinary general meeting in NRS ASA, June 2nd  2022

Notice of extraordinary general meeting in NRS ASA, April 20th 2022

Proposal for a new board

Notice of extraordinary general meeting in NRS ASA, April 7th 2022
Statement regarding increase in share capital in Norway Royal Salmon ASA

Notice of extraordinary general meeting in NRS ASA, March 17th 2022

Notice of extraordinary general meeting in NRS ASA, September 30th 2021

Notice of ordinary general Meeting in NRS ASA, May 27th 2021

Notice of ordinary general Meeting in NRS ASA, June 4th 2020

Notice of ordinary general Meeting in NRS ASA, June  6th 2019

Notice of ordinary general Meeting in NRS ASA, May  31th 2018

Notice of ordinary general Meeting in NRS ASA, June 1th 2017

Notice of ordinary general meeting in NRS ASA, May 26th 2016

Notice of ordinary general meeting in NRS ASA, May 28th 2015

Notice of ordinary general meeting in NRS ASA, May 27th 2014

Notice of extraordinary general meeting in NRS ASA, September 19th 2013

Notice of ordinary general meeting in NRS ASA, May 22nd 2013

Notice of ordinary general meeting in NRS ASA, May 22nd 2012

Notice of ordinary general meeting in NRS ASA, May 25th 2011

Notice of extraordinary general meeting in NRS ASA, February 17th 2011


PROTOCOLS
Protocol Extraordinary General Meeting  June 30 2022

Protocol Annual General Meeting June 2nd 2022

Protocol Extraordinary General Meeting April 20 2022

Protocol Extraordinary  General Meeting April 7 2022

Protocol Extraordinary  General Meeting March 17 2022

Protocol Extraordinary General Meeting Sept.  30th 2021

Protocol Annual General Meeting May 27th 2021

Protocol Annual General Meeting June 4th 2020

Protocol Annual General Meeting June 6th 2019

Protocol Annual General Meeting May 31th 2018

Protocol Annual General Meeting June 1th 2017

Protocol Annual General Meeting May 26th 2016

Protocol Annual General Meeting May 28th 2015

Protocol Annual General Meeting May 27th 2014

Protocol Extraordinary General Meeting Sep. 19th 2013

Protocol Annual General Meeting May 22nd 2013

Protocol Annual General Meeting May 22nd 2012

Protocol Annual General Meeting May 25th 2011

Protocol Extraordinary General Meeting Feb. 17th 2011

Protocol Extraordinary General Meeting Oct. 20th 2010

Protocol Annual General Meeting May 6th 2010


STATEMENTS

Norway Royal Salmon ASA - Notice of significant agreement Jan. 14th 2022

Articles of Association

Articles of Association, as worded after amendment adopted in the general meeting of 6. June 2019

Articles of Association

Shareholder Services

Registrar of Norway Royal Salmon ASA (org.no. 864 234 232 NO)
is Sparebank1 SMN – Trondheim.

The shares are registered in:
Norwegian Central Securities Depository (VPS) with ISIN NO0010331838.
Oslo Stock Exhange (OSE)  – ticker NRS.

Total number of shares issued is 43.572.191 shares with a par value NOK 1,-

The assessed value as of 31.12.2021 is NOK 163,4 per share.

The assessed value as of 31.12.2020 is NOK 214,6,0 per share.
Dividend paid in 2020 was NOK 3,00 per share.

The assessed value as of 31.12.2019 is NOK 239,2 per share.
Dividend paid in 2019 was NOK 5,00 per share.

The assessed value as of 31.12.2018 is NOK 179,0 per share.
Dividend paid in 2018 was NOK 6,00 per share.

Releases for Oslo Stock Exchange and Press releases

Norway Royal Salmon ASA’s announcements to the Oslo Stock Exchange can be found at
 www.newsweb.no

Below are links to:

All stock exchange announcements from Norway Royal Salmon ASA
Link to Oslo Stock Exchange newsweb

Mandatory Notifications from Norway Royal Salmon ASA
Link to Oslo Stock Exchange newsweb

Disclosures of large shareholdings in Salmon ASA
Link to Oslo Stock Exchange newsweb



Last releases(20)
  • Norway Royal Salmon ASA (NRS): Update on regulatory approvals related to the merger between Norway Royal Salmon ASA and SalMar ASA
    15.07.2022
  • Norway Royal Salmon ASA (NRS): Culling of fish at the site Elva
    14.07.2022
  • Norway Royal Salmon (NRS): Q2-22 Trading update
    06.07.2022
  • Norway Royal Salmon ASA (NRS): Extraordinary general meeting
    30.06.2022
  • Norway Royal Salmon ASA (NRS): Extraordinary general meeting - recommendation from the Nomination Committee
    22.06.2022
  • Norway Royal Salmon ASA (NRS): Annual General Meeting
    02.06.2022
  • Norway Royal Salmon (NRS): Notice to extraordinary General Meeting
    31.05.2022
  • Norway Royal Salmon ASA to proceed with the acquisition of SalmoNor AS and merge with SalMar ASA
    30.05.2022
  • Norway Royal Salmon ASA (NRS): CFO Ola Loe steps down
    25.05.2022
  • Norway Royal Salmon (NRS): Q1 22 - Operational EBIT of MNOK 133
    25.05.2022
  • Norway Royal Salmon (NRS): Invitation to presentation of Q1 2022
    18.05.2022
  • Norway Royal Salmon ASA (NRS): Operational and financial update Q1-2022
    11.05.2022
  • Norway Royal Salmon (NRS): Notice to General Meeting
    10.05.2022
  • Norway Royal Salmon ASA (NRS): Conclusion of supplementary agreement
    28.04.2022
  • Norway Royal Salmon ASA (NRS): Change of CEO
    25.04.2022
  • Norway Royal Salmon (NRS): Extraordinary General Meeting
    20.04.2022
  • Norway Royal Salmon (NRS): Disclosure of proxies for extraordinary general meeting
    16.04.2022
  • Norway Royal Salmon ASA (NRS): Proposal for a new board
    14.04.2022
  • Norway Royal Salmon (NRS): Q1-22 Trading update
    08.04.2022
  • Norway Royal Salmon ASA (NRS): Law suit against NTS ASA with claim for compensation as a result of breach of contract
    08.04.2022

Norway Royal Salmon ASA (NRS): Update on regulatory approvals related to the merger between Norway Royal Salmon ASA and SalMar ASA

Reference is made to the proposed merger between SalMar ASA ("SalMar") and Norway Royal Salmon ASA ("NRS") (the "Merger") pursuant to the merger plan dated 30 May 2022 (the "Merger Plan"). The Merger Plan was approved by the respective general meetings of NRS and SalMar held on 30 June 2022.

The Merger is conditional upon, among other things, that all conditions for the completion of SalMar's recommended voluntary offer to acquire all outstanding shares in NTS ASA ("NTS") (the "Offer"), as set out in the offer document dated 17 March 2022 (the "Offer Document"), have been satisfied, waived, or that the Offer has been completed.

The Norwegian Competition Authority has today approved SalMar's contemplated acquisition of all outstanding shares in NTS in accordance with the Offer, and thus also the Merger. However, the Merger and the Offer remain subject to receipt of further approvals from competition authorities, including the European Commission, and such other conditions as set out in the Merger Plan and Offer Document.

.

For more information, please contact:

Paal Espen Johnsen, Chairman of the Board of Directors: +47 484 02 000

Charles Høstlund, CEO: +47 994 18 449

.

About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own nine fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Norway Royal Salmon ASA (NRS): Culling of fish at the site Elva

NRS's farming have detected the fish disease Parvicapsulose caused by the parasite Parvicapsula, and have therefore, for welfare reasons, chosen to cull all fish at the site Elva in Alta municipality. The site has 0.8 million triploid fish with an average weight of 0.65 kilos. The incident will have an impact on the result of the third quarter of 2022 and will reduce NRS's expected harvest volume for 2022 by around 2,000 tonnes to 30,000 tonnes. NRS continues to analyze the consequences and we will return with more information when the reporting for the second quarter of 2022.

.

For more information, please contact:

-CEO Charles Høstlund, +47 994 18 449

charles.hostlund@salmon.no

.

About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own nine fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.

The announcement is published on behalf of NRS by Bjørn Kleven, Interim CFO, 14 July 2022 at 08:50 CET.

Norway Royal Salmon (NRS): Q2-22 Trading update

Harvested volumes for the second quarter 2022 were 4.4 thousand tonnes gutted weight, distributed to the below segments:

-Farming Norway: 3.4 thousand tonnes gutted weight

-Farming Iceland: 1.0 thousand tonnes gutted weight

The full Q2 2022 report will be released on the 31 of August 2022 at 06:30 CET.

.

For further information, please contact:

CEO Charles Høstlund: +47 994 184 49

.

Norway Royal Salmon in brief

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act

Norway Royal Salmon ASA (NRS): Extraordinary general meeting

Reference is made to the notice of extraordinary general meeting in Norway Royal Salmon ASA ("NRS") dated 31 May 2022 and the stock exchange announcement on 30 May 2022 regarding the merger between SalMar ASA as the acquiring company and NRS as the transferring company. The general meeting was held today, and all proposed resolutions were adopted as proposed, including approval of the merger plan for the merger with SalMar ASA and approval of the private placement directed at NTS ASA. The minutes of the meeting are attached to this stock exchange announcement.

Further information regarding the merger can be found in NRS' stock exchange announcement on 30 May 2022 and the merger plan dated 30 May 2022 with attachments. The merger plan with attachments is available on NRS' website www.norwayroyalsalmon.com.

Further information regarding the share issue, including the background for the share issue, subscription price, subscription deadline etc., can be found in NRS' stock exchange announcement on 30 May 2022.

.

For more information, please contact:

Paal Espen Johnsen, Chairman of the Board of Directors: +47 484 02 000

Charles Høstlund, CEO: +47 994 18 449

.

About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own nine fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation.

For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

22 06 30 EOGM Minutes_ENG (pdf)

Norway Royal Salmon ASA (NRS): Extraordinary general meeting - recommendation from the Nomination Committee

Reference is made to the stock exchange announcement from the company on 31 May 2022, with the notice of an Extraordinary General Meeting Thursday 30 June 2022 at 09.00 a.m, Ferjemannsveien 10, Trondheim.

In relation to item 5 on the agenda (Remuneration to the members of the board), please find attached a recommendation from the Nomination Committee. The documents will also be made available on the company's website: www.norwayroyalsalmon.com

.

For further information, please contact:

Charles Høstlund, CEO: + 47 994 18 449

.

About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming in Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act

Recom_Nomination _comm_NRS ASA to EOGM 30. juni 2022 (pdf)

Norway Royal Salmon ASA (NRS): Annual General Meeting

The Annual General Meeting in Norway Royal Salmon ASA (NRS) was held Thursday 2 June 2022 at 01.00 p.m. All the proposals from the Board and the Nomination Committee were approved by the General Meeting. Please find enclosed the minutes of the Annual General Meeting of NRS held 2 June 2022.

.

For further information, please contact:

CEO Charles Høstlund:

Mob: +47 994 184 49

Mail: charles.hostlund@salmon.no

.

About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming in Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own nine fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act

GM Minutes 20220602 (pdf)

Norway Royal Salmon (NRS): Notice to extraordinary General Meeting

Notice is hereby given of an Extraordinary General Meeting in Norway Royal Salmon ASA, Thursday 30 June 2022 at 09.00 a.m, Ferjemannsveien 10, Trondheim. Please find the notice of the Extraordinary General Meeting enclosed.

.

For further information, please contact:

Charles Høstlund, CEO: + 47 911 79 411

About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming in Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act

Innkalling til EGF - engelsk 30Jun22 (pdf)

Norway Royal Salmon ASA to proceed with the acquisition of SalmoNor AS and merge with SalMar ASA

Trondheim, 30 May 2022

  • Norway Royal Salmon ASA (“NRS”) and SalMar ASA (“SalMar”) (“the Parties”) have entered into a merger plan whereby the two entities will merge, with SalMar as the acquiring company in the merger (the “Merger”).
  • The agreed exchange ratio is based on the average volume weighted closing share price of SalMar from 4 April to 20 May 2022. Based on an exchange ratio of 0.369 shares in SalMar per share in NRS, this results in a value of NOK 265.18 per NRS share, which gives a premium of 6.3% to the NRS closing price Friday 27 May 2022, and 12.1% to NRS’ average closing share price over the past 30 days.
  • The rationale behind the Merger is to increase value creation in the regions where the companies operate and enable the realization of synergies between the companies.
  • The Merger is conditional on NRS acquiring SalmoNor AS (“SalmoNor”) immediately prior to the consummation of the Merger, and that all conditions for the completion of SalMar’s voluntary tender offer for the shares in NTS ASA (“NTS”) (the “NTS Offer”) have been met or waived, or the NTS Offer has been completed.

Rationale

The Parties have several overlapping industrial interests, both in Norway, the West Fjords of Iceland, and offshore. A combination of the Parties enables the realization of significant synergies:

  • Both Parties have a long-standing presence in, and considerable competence from, salmon farming in Norway. The Merger will allow for improved utilisation of the combined available MAB and site portfolio as well as improvements in operations and cost.
  • NRS’s new smolt facility in Dåfjord outside Tromsø, together with SalMar’s development of the Senja 2 and Tjuin facilities will, together with the Parties’ existing smolt capacity, be valuable resources that can ensure delivery of the right smolt at the appropriate time, which in turn will facilitate improved biological results throughout the value chain.
  • SalMar’s new processing plant on Senja, InnovaNor, will attain large additional volumes through the Merger. This will allow economies of scale through improved capacity utilisation and logistics and reduce biological risk.
  • SalmoNor has operations throughout the value chain and has delivered solid results over several years. SalmoNor is located in Rørvik, in production area 7, and will thus complement SalMar’s operation in Mid-Norway.
  • Both parties have significant expertise in sales and logistics, and the Merger will improve access to customers worldwide.
  • Both SalMar and NRS have made significant investments in offshore related farming technology, creating a large synergy potential. The Parties will jointly be a strong force in the further development and realisation of offshore farming.
  • Both parties operate in the West Fjords of Iceland through Icelandic Salmon (controlled by SalMar) and Arctic Fish (controlled by NRS). Together the Parties may realise significant synergies through e.g. improved operations at sea and an optimal structure in the onshore value chain, including smolt, processing and sales.
  • A combination will strengthen the competence and capacity of the Parties, and position them for further sustainable growth. The Parties have strong company cultures, and the anticipated production growth they expect going forward will strengthen the company’s position as an attractive employer requiring competent, local employees.
  • The Merger will create an entity that is financially stronger, driven by increased revenue and expected cost synergies.

Paal E. Johnsen, Chairman of NRS, says in a statement that “a merger between NRS and SalMar is based on a sound industrial rationale, while also securing a good solution for the shareholders of NRS. Through the merger, the shareholders will receive a frequently traded share, and may expect significant synergies and strong dividend capacity, in a merger that values the NRS share at a historically high level.”

Leif Inge Nordhammer, Chairman of SalMar, says in a statement that “a merger between SalMar and NRS makes sense. We join strong teams that encompass the best salmon farming know-how in Norway. The Merger will also allow synergies to be earlier and better realised than solely through the completion of SalMar’s voluntary tender offer to acquire all shares in NTS.”

Terms and conditions

The transaction will be completed in two interlinked stages.

First, NRS will immediately prior to completion of the Merger carry out the agreed takeover of SalmoNor from NTS, where settlement will be in cash and NRS shares, in line with the existing and amended agreements. The NRS share price that will be the basis for the SalmoNor settlement will be equal to the value of the NRS share agreed in the Merger. The cash settlement of the SalmoNor transaction will be paid through the issue of a debt instrument that will be settled following the completion of the merger between SalMar and NRS. NTS and NRS/NRS Farming have entered into additional agreements related to the SalmoNor transaction to regulate this. This means that the board of NRS has determined to propose to the general assembly of NRS that the following equity issue is carried out:

  • The share capital of NRS is increased by NOK 15 360 452 through the issue of 15 360 452 new shares, each at NOK 1 par value, at a subscription price of NOK 265.18 per share; for a total subscription amount of NOK 4 073 284 661.
  • As settlement for these shares, NTS will transfer to NRS an obligation to pay NRS Farming AS NOK 4 073 284 661; emerging from the completion of the SalmoNor transaction. All the new issued shares are to be transferred to NTS.
  • The equity issue shall be carried out at the same day as the completion of the SalmoNor transaction, and immediately prior to the completion of the Merger between SalMar and NRS. The execution of the equity issue is conditional on NRS and SalMar having declared that all conditions for completion of the Merger have been met and that it will be carried out immediately following the equity issue.

Immediately thereafter NRS will merge with SalMar, whereby both existing shareholders in NRS and the shareholder who has just received newly issued NRS shares at the settlement of the acquisition of SalmoNor, will receive consideration in SalMar shares and a cash consideration, in line with the agreed merger plan.

  • The Merger will take the form of a statutory merger whereby SalMar will absorb NRS, in accordance with the Norwegian Public Limited Liability Companies Act.
  • As merger consideration the shareholders of NRS will receive 0.303933 shares in SalMar and NOK 52.84 in cash for each share held in NRS, which in total provides the shareholders in NRS with an ownership interest of approximately 12.3 % in SalMar upon completion of the Merger, and the NTS Offer.
  • If the previously announced dividend of NOK 20 per share from SalMar is not approved with a record date prior to completion of the Merger, the shareholders of NRS will instead receive 0.295475 shares in SalMar for each share held in NRS, while the cash consideration will remain unchanged.
  • Fractions of shares will not be allotted, and for each shareholder the shares will be rounded down to the nearest whole number. Any excess shares following round down will not be allotted, but will be issued to and sold by Arctic Securities AS; the consideration to be distributed pro rata between the shareholders who were entitled to such fractions of shares.
  • Completion of the Merger is subject to approval by the shareholders of each of SalMar and NRS through extraordinary general meetings, expected to be held on or about 30 June 2022 (the "EGMs").
  • Kverva Industrier AS, holding approximately 50.88% of the shares in SalMar, LIN AS, holding approximately 1.10 % of the shares in SalMar, and NTS, holding approximately 68.14 % of the shares in NRS, have undertaken to attend the respective EGMs and vote in favour of the Merger.
  • In addition to approval by the EGMs, completion of the Merger is also subject to
    • (i) SalMar having announced that all conditions for completion of the NTS Offer, as regulated in an offer document from SalMar dated 17 March 2022 (the “NTS Offer Document”) has been met or waived (or the NTS Offer has been completed);
    • (ii) NTS having transferred all shares in its subsidiary SalmoNor to NRS and NRS having issued and delivered 15 360 452 new shares in NRS to NTS as partial consideration for SalmoNor; and
    • (iii) all required approvals for the Merger from competition authorities and any other relevant public authorities having been granted unconditionally or on conditions that will not have a material adverse effect on the business of the merged companies or materially alter the basis for the exchange ratio in the Merger.
  • Subject to approval of the Merger by the respective EGMs, it is expected that the Merger will be completed during the third quarter of 2022.
  • Further information about the Merger will be made available in the merger plan for the Merger.
  • The Merger will not have any impact on - or result in any adjustments to – the NTS Offer, the terms and conditions of which are set out in the NTS Offer Document and separate stock exchange notices published by SalMar relating to the NTS Offer.

Financing of the cash part of the merger proposal

SalMar has a number of available funding sources that do not impact SalMar’s dividend capacity or investments in the value chain, including, but not limited to, available cash and debt financing capacity based on SalMar’s sound financial position.

Advisors

Carnegie AS acts as a financial advisor and Wikborg Rein Advokatfirma AS acts as legal advisor to NRS.

Arctic Securities AS acts as financial advisor and Advokatfirmaet BAHR AS acts as legal advisor to SalMar.

Information

A digital analyst’s conference will be held Monday 30 May 2022 at 9 AM CEST, where representatives of the companies will participate. To participate in the digital analyst’s conference, please send an e-mail to Arctic Securities at events@arctic.com.

A press conference will be held on Monday 20 May 2022 at 2 PM CEST, in the auditorium of SpareBank 1 SMN in Søndre gate 4 in Trondheim. At the press conference, representatives of both companies will give a joint presentation of the Merger plans, and be available to answer queries. This will be carried out in Norwegian. The press conference will be webcasted at the company website www.norwayroyalsalmon.com.

For further information, please contact:

Charles Høstlund, Interim CEO at NRS

Tel: +47 994 18 449

Paal E. Johnsen, Chairman of the Board of Directors at NRS

Tel: +47 484 02 000

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Bjørn Kleven, Interim CFO at Norway Royal Salmon ASA, on 30 May 2022 at 08:00 CEST.

About NRS

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming

located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 tonnes MAB for trout farming in Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

About SalmoNor

SalmoNor is a fully integrated salmon farming company headquartered in Rørvik. The company owns 21 195 tonnes MAB and produces salmon on the Namdal coast. SalmoNor has an annual production capacity of up to 40 000 tonnes salmon. The company has holdings in Osan Settefisk, SalmoSea, Mnh Rederi, SalmoTech and SalmoNor Settefisk.

.

Important information:

The release is not for publication or distribution, in whole or in part, directly or indirectly,  in  or  into  Australia,  Canada,  Japan,  the United States (including  its territories and possessions, any  state of the United States and the  District of Columbia) or any other jurisdiction where such publication or distribution would violate applicable laws or rules. This release is an announcement issued pursuant to legal information obligations and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only and does not constitute a notice to a general meeting or a merger prospectus and as such, does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan, the United States or any other jurisdiction where such distribution would violate applicable laws or rules. Neither SalMar ASA nor Norway Royal Salmon ASA, or any of their advisers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law.  Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No adviser of Norway Royal Salmon ASA  or SalMar ASA is acting for anyone else than Norway Royal Salmon ASA or SalMar ASA, respectively, and will not be responsible to anyone other than such party providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements   involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

Presentation proposed merger - SalMar and NRS (pdf)

Norway Royal Salmon ASA (NRS): CFO Ola Loe steps down

(Trondheim, 25 May 2022) Ola Loe steps down from his position as CFO of Norway Royal Salmon ASA ("NRS") after 13 years in the company. He will for a transitional period remain available for the board and management team of NRS.

"Ola has done a solid job for NRS and he has played an important role in the development of the company since he took the position as CFO in 2009. I would like to thank Ola for his commitment and wish him the best of luck in the future, says Charles Høstlund  - Interim CEO in NRS.

"NRS has had a fantastic development from 2009. From an annual harvest volume of 6,000 tonnes when I started to now have an annual production capacity of about 85,000 tonnes. It has been a pleasure to work with the team in NRS and I will miss the employees and the challenging work tasks,” says Ola Loe.

Bjørn Kleven, Group Accounting Manager, will take over as interim CFO.

For further information, please contact:

Interim CEO Charles Høstlund, +47 99 41 84 49

About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming in Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an

attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act

Norway Royal Salmon (NRS): Q1 22 - Operational EBIT of MNOK 133

Norway Royal Salmon (NRS) reports an operational EBIT before depreciation of offshore equipment of MNOK 133 for the first quarter of 2022 and EBIT per kg of NOK 20.65. Corresponding figures for the same quarter last year were MNOK 60 and NOK 6.40.

- Throughout the quarter we have seen all-time high prizes, providing a solid basis for profitability and a very positive market view for salmon in the future. Unfortunately, we have had biological challenges in both Norway and Iceland that significantly affected the results in this quarter. On the positive side, we now have full production at our new smolt plant, which is a very important step for NRS to manage the future growth plans, says interim CEO Charles Høstlund.

At the end of the first quarter, NRS has a solid financial position with MNOK 1 380 in unutilised credit facilities and MNOK 160 in bank deposits. A positive EBITDA and reduced working capital explain the decrease in interest-bearing debt of MNOK 338 to MNOK 2 244 in the first quarter. The equity was MNOK 4 520 at the end of the quarter, which equates an equity ratio of 55 %.

Farming Norway

Farming Norway posted an operational EBIT of MNOK 210.3 in the quarter, compared with MNOK 77.2 in the corresponding quarter last year. Operational EBIT per kg gutted weight was NOK 25.30 compared with NOK 6.04 in the corresponding quarter last year. Farming Norway harvested 10 137 tonnes gutted weight in the quarter, a decrease of 13 % from the same quarter last year. Sold volume from the sales business in the quarter was 17 568 tonnes salmon, which is 18 % lower than in the corresponding quarter last year.

Farming Iceland

Farming Iceland posted an operational EBIT of MNOK 86.3 in the quarter, compared with MNOK 21.5 in the corresponding quarter last year. Operational EBIT per kg gutted weight was NOK 20.43 compared with NOK 5.67 in the corresponding quarter last year. Farming Iceland harvested 4 221 tonnes gutted weight in the quarter, an increase of 11 % from the corresponding quarter last year.

In the first quarter of 2022, Arctic Fish experienced big biological challenges with high mortality at two sites. Measures were taken to deal with this efficiently and to minimize the cost, among other things by accelerating the harvest of salmon at these two localities. The total mortality was 2 512 tonnes LW and resulted in a non-recurring cost of MNOK 129 million in the first quarter of 2022.

- NRS believes that sustainable salmon production is very important for our long-term economic value creation. The production of fish delivered from the new smolt facility and the phasing out of triploid fish are expected to lead to a decrease in production costs, increased profitability and fewer biological challenges, says Charles Høstlund.

For more information, please contact:

  • Interim CEO Charles Høstlund, +47 994 184 49

Norway Royal Salmon in brief

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming in Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

Quarterly Report NRS - Q1-2022 (pdf)
Quarterly Presentation NRS - Q1-2022 (pdf)

Norway Royal Salmon (NRS): Invitation to presentation of Q1 2022

Norway Royal Salmon will present the interim report for the 1st quarter 2022 on Wednesday 25th May 2022 at hrs 08:00 CET at Hotel Continental, Stortingsgaten 24/26 in Oslo. The presentation will also be available as a webcast at hrs 08:00 CET in Norwegian on NRS's website www.norwayroyalsalmon.com. Participants will have the opportunity to submit questions online throughout the webcast and a Q&A session will be held at the end of the presentation.

A recording of the webcast in Norwegian will be made available on our website www.norwayroyalsalmon.com immediately after the presentation and an English version will be available at 10:30 (CET) the same day.

The company's CEO Charles Høstlund and Group Accounting Manager Bjørn Kleven will represent the company.

Please note that the quarterly report and presentation will be published at 06:30 CET.

For further information, please contact:
CEO Charles Høstlund
Phone: +47 994 184 49
E-mail: charles.hostlund@salmon.no

This information is subject to the disclose requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act

Norway Royal Salmon ASA (NRS): Operational and financial update Q1-2022

Norway Royal Salmon ASA ("NRS") will release the full report for the first quarter 2022 on 25 May 2022. Ahead of the report, the company hereby provides an operational and financial update. The numbers are estimates, and final numbers will be presented in the Q1 2022 report.  

Highlights:

- NRS estimates an Operational EBIT of MNOK 115 in the first quarter of 2022 due to a low price achievement in the quarter and certain non-recurring costs.

- NRS has during the first quarter experienced more biological challenges with winter wounds in the Norwegian operations than normal. NRS has for welfare reasons, therefore chosen to accelerate the harvest of the affected fish. This has resulted in a low superior share and lower price achievement than the prevailing market prices might suggest.

- Based on the above, NRS also reduces the projected harvest volume in Norway for 2022 from 35 000 tonnes to 32 000 tonnes gutted weight.  

More information will be given in connection with the presentation of the full Q1 2022 report.

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For more information contact:

CFO Ola Loe: +47 911 79 411

Interim CEO Charles Høstlund: +47 994 184 49

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About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming in Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own nine fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation.

For further details, please visit www.norwayroyalsalmon.com.

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This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Norway Royal Salmon (NRS): Notice to General Meeting

Notice is hereby given of a General Meeting in Norway Royal Salmon ASA, Thursday 2 June 2022 at 1.00 a.m, Ferjemannsveien 10, Trondheim. Please find the notice of the General Meeting enclosed.

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For more information, please contact:

Ola Loe, CFO: +47 911 79 411

Charles Høstlund: Interim CEO +47 994 184 49

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About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming in Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act

22 05 10 Notice to AGM 02June-22 (pdf)

Norway Royal Salmon ASA (NRS): Conclusion of supplementary agreement

On 11 January 2022, Norway Royal Salmon ASA ("NRS"), NRS' wholly owned subsidiary NRS Farming AS and NTS ASA entered into an agreement regarding NRS Farming AS' purchase of all the shares in SalmoNor AS from NTS ASA (the "Transaction Agreement").

The boards of NRS, NRS Farming AS and NTS ASA have entered into a supplementary agreement to the Transaction Agreement, which entails that the completion deadline pursuant to the Transaction Agreement is extended from 30 April 2022 to 15 December 2022.

For more information, please contact:

Paal E. Johnsen, Chairman of the Board of Directors: +47 484 02 000

Charles Høstlund: CEO +47 994 184 49

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About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own nine fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation.

For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Norway Royal Salmon ASA (NRS): Change of CEO

The appointment of the interim CEO of Norway Royal Salmon ASA ("NRS") Klaus Hatlebrekke, will expire with effect from Monday 25 April 2022. Hatlebrekke will on the same date return to his previous position as COO of business development.

Charles Høstlund, who was CEO of NRS from 2014 till September 2021, will be appointed new interim CEO from Monday 25 April 2022.

-I have accepted to lead NRS in an interim period, and it is exciting to be back with the company. I am looking forward to seeing many familiar faces the coming weeks, says Charles Høstlund.

-It is natural to make a change now in this phase for the company. Charles and I have worked together for many years, and I look forward to continuing the collaboration, says Klaus Hatlebrekke.

-I want to thank Klaus Hatlebrekke for his time as interim CEO, says Paal E. Johnsen – Chairman of the Board of Directors.

For more information, please contact:

Paal E. Johnsen, Chairman of the Board of Directors: +47 484 02 000

Charles Høstlund: CEO +47 +47 994 184 49

About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own nine fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation.

For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Norway Royal Salmon (NRS): Extraordinary General Meeting

An Extraordinary General Meeting in Norway Royal Salmon ASA (NRS) was held Wednesday 20 April 2022 at 09.00 a.m. Please find enclosed the minutes of the Extraordinary General Meeting of NRS held 20 April 2022.

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For further information, please contact:

-Klaus Hatlebrekke, Interim CEO: +47 975 16 757

-Ola Loe, CFO: +47 911 79 411

..

Norway Royal Salmon in brief:

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

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This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

22 04 20 Minutes EOGM_NRS (pdf)

Norway Royal Salmon (NRS): Disclosure of proxies for extraordinary general meeting

Nils Martin Williksen has today received a proxy for a total of 29,688,820 shares in connection with the extraordinary general meeting of Norway Royal Salmon ASA (the "Company") on 20 April 2022. This constitutes 68.14% of the outstanding shares and votes in the Company.

The proxy is given without any voting instructions and is only valid for the extraordinary meeting on 20 April 2022.  

This information is subject to the disclose requirements pursuant to sections 4-2 and 5-12 of the Norwegian Securities Trading Act.

Norway Royal Salmon ASA (NRS): Proposal for a new board

Norway Royal Salmon ASA ("NRS") has convened an extraordinary general meeting of the Company on Wednesday, April 20, 2022 at 09:00. Item 3 on the agenda is stated as "Election of a new board".

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On behalf of NTS ASA, which is a shareholder in NRS, the following new board members and deputies are proposed in the Company:

Chair: Paal Espen Johnsen

Board members: Bjørn Gabriel Reed, Sissel Gladsø, Kolbjørn Opsahl Selmer og Mariann Dønnum

Deputy members: Lillian Margrethe Bondø og Karl Høie

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.For the record, a short biography for the proposed persons in English and Norwegian is attached.

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This information is subject to the disclose requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act

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22 04 14 BOD proposal NRS (pdf)

Norway Royal Salmon (NRS): Q1-22 Trading update

Harvested volumes for the first quarter 2022 were 14.3 thousand tonnes gutted weight, distributed to the below segments:

- Farming Norway                      : 10.1 thousand tonnes gutted weight

- Farming Iceland                       :  4.2 thousand tonnes gutted weight

The full Q1 2022 report will be released on 25 May 2022 at 06:30 CET.

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For further information, please contact:

- CFO Ola Loe, +47 911 79 411

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Norway Royal Salmon in brief

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act

Norway Royal Salmon ASA (NRS): Law suit against NTS ASA with claim for compensation as a result of breach of contract

Summary

The independent board of directors of Norway Royal Salmon ASA ("NRS") has discussed the situation after NTS ASA's ("NTS") vote against the proposed share issue at the extraordinary general meeting on 7 April, which  resulted in the share issue not being approved.

The share purchase agreement between NRS and NTS contains a clear and express provision requiring NTS to be represented at the general meeting with all its shares in NRS and vote in favour of the share issue. NTS has breached this obligation by voting against the share issue. Accordingly, NRS is not able to complete the share issue, and the SalmoNor acquisition cannot be completed in accordance with the agreement. This will result in a significant economic loss for NRS and its shareholders.

NRS has throughout the process sought to maintain a constructive dialogue with NTS, and has been open to discuss alternative solutions. For the independent board, it has however been a clear condition for any such alternative solution that the values of NRS and its shareholders are protected. The SalmoNor transaction is, for NRS, a transaction with its main shareholder, and it has therefore been particularly important for the independent board to ensure that the interests of all shareholders of NRS are being protected. There have been no proposals from NTS which have protected that shareholder values in NRS.

The independent board has an obligation to protect the values of the company and the shareholders, and cannot accept that a significant loss is imposed on NRS as a result of NTS breaching a contractual voting undertaking and using its voting power to free itself of the obligation to sell SalmoNor AS in accordance with the agreement which as been entered into. The independent board has therefore found it necessary to decide to file a law suit against NTS claiming damages for breach of contract.

Background

In accordance with the share purchase agreement dated 11 January 2022, NTS had an obligation to vote in favour of the share issue. At the general meeting, and also in a separate stock notification on 7 April, NTS has justified its breach of this voting undertaking by arguing that the freedom of action of the board of directors of NTS is limited by section 6-17 of the Norwegian Securities Trading Act. The independent board of NRS does not agree with this. In the share purchase agreement dated 11 January, NTS undertook a legally binding obligation to sell the shares in SalmoNor AS and vote in favour of the share issue. At this time, no offer had been made for NTS. The fact that an offer for NTS was made after the entry into the agreement, does not prevent NTS from complying with its obligations under already existing agreements, and does not give NTS any right to withdraw from its obligations. The independent board therefore considers that the vote of NTS at the general meeting on 7 April was a breach of the share purchase agreement.

The independent board has noted that the NTS have now convened a general meeting to consider whether to waive the restrictions under section 6-17 of the Norwegian Securities Trading Act. NTS has had the ability to call such a meeting at any time since the first bid for NTS was announced on 17 January 2022, since NTS already at that time, based on the interpretation of section 6-17 they are now putting forward, found themselves in a situation where they could not comply with their obligations under the SalmoNor-agreement. NTS has never communicated to NRS that such a general meeting could be an alternative. Instead, NTS has chosen to wait with a notice of such a general meeting until after the share issue has lapsed as a result of NTS's vote at the general meeting on 7 April.

Since more than 50% of the shareholders of NTS has undertaken to accept the offer from Salmar ASA ("Salmar"), which is conditional upon neither the share issue nor the sale of SalmoNor being completed, it does not in any event appear realistic that the general meeting of NTS will support a share issue in NRS. In any event, it is not acceptable that the question of whether NTS should comply with a legally binding agreement is made subject to a vote at NTS' general meeting.

The share issue in NRS announced on 30 March has lapsed as a result of the resolution of the general meeting yesterday. Whether the SalmoNor transaction can still be completed is uncertain. A failure to compete the SalmoNor transaction will lead to a significant economic loss for NRS. Even if it should prove possible to complete the transaction at a later time, a delay until after the completion of Salmar's bud for NTS, will have material negative consequences for NRS and its shareholders. From an operational perspective, a significant delay in completing the transaction will be very unfortunate. A delay will also create significant market risk relating to the share issue which will need to be carried out, and will lead to the minority shareholders losing the possibility of a pass-through mandatory offer upon a change of control in NTS.

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For further information, please contact:

Klaus Hatlebrekke, Interim CEO: +47 975 16 757

CFO Ola Loe, +47 911 79 411

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Norway Royal Salmon in brief

The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act

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The prerequisite for good corporate governance is a clear and transparent relationship between owners, the board of directors and management. Good corporate governance will instil confidence and trust among all interested parties and will provide a firm basis on which to create value and good results. Good corporate governance is important to Norway Royal Salmon (“NRS” or the “Company”) and the Company’s principles of corporate governance have been drawn up in accordance with the Norwegian Code of Practice for Corporate Governance.

Business
The Company’s object is to engage in the production, processing, trading and distribution of seafood, and participate in other companies associated with the seafood industry. The Company’s further object is to engage in quality assurance and chain management for partner companies.

The Company’s core value is the fundamental belief that better results can be achieved both for companies and for the local community if companies are involved in the community and if they exercise authority and leadership.

The following strategic key points have been adopted by the board of directors:

  • NRS shall be an efficient and profitable aquaculture company.
  • NRS shall rune an effective and profitable sales organisation.
  • NRS shall provide a competitive return on investment to its shareholders.
  • NRS shall offer affiliated producers economies of scale with respect to sales, procurement, quality assurance an other imoportant services.
  • NRS wishes to be a shareholder in companies associated with aquaculture industry.

Equity and dividends
The Company shall maintain a level of equity appropriate to the Company’s objectives, strategy and risk profile. The Company’s aim is for shareholder returns to reflect the value created by the Company and convert into dividends, as well as an increased share price. Dividends shall remain stable over time and shall make up 30-40% of the group’s net profit, provided that the Company’s own capital requirements have been met. Over time, monetary value shall be created by way of share price rises rather than paid-out dividends.


Equal treatment of shareholders and freely negotiable shares

It is the Company’s policy to treat all shareholders equally. Shareholders shall not be subjected to differential treatment without basis in the Company or the shareholders’ commonality of interest. The Company’s shares are freely negotiable and there are no restrictions on the purchase and sale of the Company’s shares beyond that which follows from Norwegian law. All shares belong to a single class, and each share has one vote at the Company’s general meetings.

General Meeting
An ordinary annual general meeting shall be held within six months of the end of each financial year. Extraordinary general meetings may be called by the board of directors at any time.

All shareholders shall receive a written invitation to attend the general meeting. Motions and necessary background information along with documents to be produced at the general meeting shall be made available on the Company’s website no later than 21 days before the general meeting. Shareholders who are unable to attend may vote by proxy.

The general meeting shall elect members to the board of directors, set the level of remuneration of board members, adopt the annual accounts and board of directors report and consider any other matters pertaining to the general meeting according to laws or regulations. The chairman of the board of directors, the management and the auditor shall attend the ordinary general meeting.

Nomination committee
The Company’s nomination committee comprises three members elected by the general meeting for two year at a time. The nomination committee shall put forward proposals to the general meeting on the election of members and deputy members to the board of directors. The recommendation fore the chair of the board is given separately.Their proposals shall be justified. The nomination committee shall give a recommendiaton for the remuneration for the members of the board of directors.

Composition and independence of the board of directors
The composition of the board of directors is designed to protect the common interests of the shareholders and the Company’s need for expertise, capacity and diversity. The board of directors shall be composed in such a way that it can act independently of special interests. Executive staff, and material business contacts and at least two of the members elected by the shareholders shall be independent of the Company’s main shareholders.
Members of the board of directors shall be elected for a period of two years at a time.

The work of the board of directors
The board of directors has the overall responsibility for the management of the Company. The chief executive shall be elected by the board of directors and shall have a duty to report to the board. A separate set of instructions for the board of directors defines the cases to be considered by the board of directors and its areas of responsibility, along with the responsibilities of the chief executive.

Risk management and internal controls
Efficient management focusing on risk and good internal controls is an overarching criterion for the success of NRS and forms an integrated part of its business operations. The ability to plan, structure, implement and evaluate projects is an important part of the business. The Company is governed according to set financial targets. Reporting takes place on a monthly basis and includes both financial and non-financial parameters. Focus is on profitability and risk linked to each area of business. Emphasis is placed on following up results, and focus is directed towards measures in areas that are not achieving the desired level of growth. The aim of risk management and internal controls is to handle risks linked to the business and to improve the quality of financial reporting. Effective risk management and internal controls help protect the shareholders’ investments and the Company’s assets. The board of directors believes NRS has effective internal controls and a level of risk management appropriate to the business.

Remuneration of the board of directors
Remuneration of the board of directors shall reflect the board’s responsibilities, expertise and time use, as well as the complexity of the business. Remuneration shall not be linked to financial results. Options shall not be issued to members of the board of directors. Remuneration shall be set by the general meeting based on recommendiation of the nomination committee. Further information about remuneration of the board of directors is given in the notes to the annual accounts.

Remuneration of executive staff
Remuneration of the chief executive shall be set by the board of directors. The remuneration comprises a fixed salary and a variable part (bonus), which is dependent on achieving set goals.

Information and communication
NRS shall ensure that all shareholders receive accurate, clear, relevant and timely information concerning all matters of financial importance to the shareholders. Financial information is published on NRS’ website and in press releases. The annual report and quarterly reports are published in both Norwegian and English.

Takeovers
In the event of a takeover bid, the board of directors shall not seek to prevent or obstruct such a bid being made for the Company’s business or shares, unless there are particular grounds for doing so. If a bid is made for the Company’s shares, the board of directors shall issue a statement with an assessment of the bid and a recommendation as to whether or not shareholders should accept it. The board of directors’ statement will specify whether the assessment was unanimous.

Auditor
The auditor shall participate in board meetings at which the annual accounts are being discussed. Each year the auditor shall present a main outline of the auditing of the Company to the board of directors.


Board
Management
  • Paal Espen Johnsen

    Chair


  • Bjørn Gabriel Reed

    Board member


  • Sissel Gladsø

    Board member


  • Kolbjørn Opsahl Selmer

    Board Member


  • Mariann Dønnum

    Board member


  • Lillian Margrete Bondø

    Deputy member


  • Karl Høie

    Deputy member


  • Charles Høstlund

    CEO (Interim)


  • Bjørn Kleven

    CFO (interim)


  • Anne-Sofie Utne

    COO Business Development


  • Arve Olav Lervåg

    (1971), COO Farming


Election Committee
  • Ivar Williksen

    Leader


  • Solveig Gaasø

    Member


  • Anders Paulsen

    Member