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



For questions concerning Investor Relations, please contact NRS’ Chief Financial Officer directly:

Ola Loe, CFO
E-mail:                ola.loe@salmon.no
Mobile:               +47 9117 9411

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 29.03.22

Rank Stake Name
1 68.13708 NTS ASA
2 2.79830 Brown Brothers Harriman & Co.
3 2.41226 HELLESUND FISKEOPPDRETT AS
4 1.60831 HAVBRUKSINVEST AS
5 1.48458 The Northern Trust Comp, London Br
6 1.45305 State Street Bank and Trust Comp
7 1.28602 BNP Paribas Securities Services
8 1.16164 RBC INVESTOR SERVICES TRUST
9 0.91220 JPMorgan Chase Bank, N.A., London
10 0.85487 The Bank of New York Mellon
11 0.82301 Skandinaviska Enskilda Banken AB
12 0.64406 JPMorgan Chase Bank, N.A., London
13 0.47836 The Bank of New York Mellon
14 0.46113 RBC INVESTOR SERVICES TRUST
15 0.45326 NORWAY ROYAL SALMON ASA
16 0.44790 Euroclear Bank S.A./N.V.
17 0.39501 VERDIPAPIRFONDET EIKA SPAR
18 0.39245 NYHAMN AS
19 0.36115 State Street Bank and Trust Comp
20 0.33855 Pictet & Cie (Europe) S.A.


Notices and protocols

Notices and protocols  of general meeting in Norway Royal Salmon ASA

Link

pdf

Click to download PDF

 

NOTICES

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


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 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



Dernières sorties (anglais)(20)
  • 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): Extraordinary General Meeting
    07.04.2022
  • Norway Royal Salmon (NRS): Integrated Annual Report 2021
    06.04.2022
  • Norway Royal Salmon (NRS): Disclosure of proxies for extraordinary general meeting
    05.04.2022
  • Norway Royal Salmon ASA (NRS): Correction - Key information relating to the subsequent offer
    31.03.2022
  • Norway Royal Salmon ASA (NRS): Key information relating to the subsequent offer
    31.03.2022
  • Norway Royal Salmon ASA (NRS): Proposal for subsequent share offering and correction of the number of Offer Shares in the Private Placement
    31.03.2022
  • Norway Royal Salmon (NRS): Mandatory notification of trade
    31.03.2022
  • Norway Royal Salmon ASA (NRS): Private Placement successfully placed
    31.03.2022

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.

.

For more information contact:

CFO Ola Loe: +47 911 79 411

Interim CEO Charles Høstlund: +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 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.

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.

.

For more information, please contact:

Ola Loe, CFO: +47 911 79 411

Charles Høstlund: Interim CEO +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 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

.

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.

.

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.

.

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".

.
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

.

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

.

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

.

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.

.

For further information, please contact:

- CFO Ola Loe, +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.

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.

.

For further information, please contact:

Klaus Hatlebrekke, Interim CEO: +47 975 16 757

CFO Ola Loe, +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.

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

An Extraordinary General Meeting in Norway Royal Salmon ASA (NRS) was held Thursday 7 April 2022 at 09.00 a.m. As stated in the minutes enclosed, the proposal for a capital increase was voted down.

Please find enclosed the minutes of the Extraordinary General Meeting of NRS held 7 April 2022.

.

For further information, please contact:

Ola Loe, CFO

Mob: + 47 911 79 411

Mail: ola.loe@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 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 04 07 Minutes EOGM_NRS (pdf)

Norway Royal Salmon (NRS): Integrated Annual Report 2021

The Board has in a board meeting, 6 April 2022, approved the NRS Integrated Annual Report 2021, including the sustainability report and the annual accounts.

Please find attached the 2021 integrated Annual Report for Norway Royal Salmon, including sustainability reporting and complete annual accounts with notes. The report is also available on the company's website www.norwayroyalsalmon.com and is available in European Single Electronic Format (ESEF).

.

For further information, please contact:

- CFO Ola Loe, 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.

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

NRS_Annual report_2021 (pdf)
5967007LIEEXZXGB0870-2021-12-31-en.zip (zip)

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 7 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 general meeting on 7 April 2022.

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

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Norway Royal Salmon ASA (NRS): Correction - Key information relating to the subsequent offer

Reference is made to the stock exchange notices published by Norway Royal Salmon ASA ("Company") earlier today at 16:44 (CEST) regarding the proposed subsequent offering (the "Subsequent Offering") and at 16:55 (CEST) regarding key information relating to the Subsequent Offering.

Last day including right, ex-date and record date have been corrected.

Please find key information relating to the Subsequent Offering below:

Date on which the terms and conditions of the repair issue were announced: 31 March 2022

Last day including right: 31 March 2022

Ex-date: 1 April 2022

Record date: 4 April 2022

Date of approval: 2 May 2022

Maximum number of new shares: 1,500,000

Subscription price: NOK 202 per share.

Other information: The Subsequent Offering is proposed directed towards shareholders of the Company as of 31 March 2022 (as registered with the VPS on 4 April 2022) who (i) were not allocated shares in the Private Placement, (ii) have not explicitly decided not to participate in the Private Placement and (iii) who are not resident in a jurisdiction where such offering would be unlawful or (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action. Such shareholders will be granted non-transferable subscription rights that provide rights to subscribe for and be allocated shares in the Subsequent Offering.

Completion of the Subsequent Offering is conditional upon the general meetings approval, and completion of the Private Placement and the issuance of the Share Consideration. The Board of Directors will following the extraordinary general meeting of 7 April 2022 convene a new extraordinary general meeting to decide on the Subsequent Offering.

The above is also a correction of the information about last day including right/record date in the stock exchange notices published earlier today at 16:44 (CEST).

This information is published in accordance with the requirements of the Continuing Obligations.

Norway Royal Salmon ASA (NRS): Key information relating to the subsequent offer

Reference is made to the stock exchange notice by Norway Royal Salmon ASA ("Company") on 31 March 2022 at 07:12 (CEST) announcing the placement of a private placement of new shares in the Company (the "Private Placement"), and the stock exchange notice of 31 March 2022 at 16:44 (CEST) where the Board of Directors announces its proposal to conduct a subsequent share offering (the "Subsequent Offering").

Please find key information relating to the Subsequent Offering below:

Date on which the terms and conditions of the repair issue were announced: 31 March 2022

Last day including right: 30 March 2022

Ex-date: 31 March 2022

Record date: 1 April 2022

Date of approval: 2 May 2022

Maximum number of new shares: 1,500,000

Subscription price: NOK 202 per share.

Other information: The Subsequent Offering is proposed directed towards shareholders of the Company as of 30 March 2022 (as registered with the VPS on 1 April 2022) who (i) were not allocated shares in the Private Placement, (ii) have not explicitly decided not to participate in the Private Placement and (iii) who are not resident in a jurisdiction where such offering would be unlawful or (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action). Such shareholders will be granted non-transferable subscription rights that provide rights to subscribe for and be allocated shares in the Subsequent Offering.

Completion of the Subsequent Offering is conditional upon the general meetings approval, and completion of the Private Placement and the issuance of the Share Consideration. The Board of Directors will following the extraordinary general meeting of 7 April 2022 convene a new extraordinary general meeting with to decide on the Subsequent Offering.

This information is published in accordance with the requirements of the Continuing Obligations.

Norway Royal Salmon ASA (NRS): Proposal for subsequent share offering and correction of the number of Offer Shares in the Private Placement

Trondheim, 31 March 2022: Reference is made to the stock exchange notice by Norway Royal Salmon ASA ("NRS" or the "Company") on 31 March 2022 at 07:12 (CEST) announcing the successful placement of a private placement of new shares in the Company (the "Offer Shares") raising gross proceeds of approximately NOK 1.9 billion (the "Private Placement"), where the Company also announced that it would consider to conduct a subsequent share offering (the "Subsequent Offering").

The Board of Directors of the Company (the "Board") has today proposed to conduct the Subsequent Offering with gross proceeds up to NOK 303 million by issuing up to 1,500,000 new shares at the same subscription price as in the Private Placement, being NOK 202 per share (the "Subscription Price").

The Subsequent Offering is proposed directed towards shareholders of the Company as of 30 March 2022 (as registered with the VPS on 1 April 2022) who (i) were not allocated shares in the Private Placement, (ii) have not explicitly decided not to participate in the Private Placement and (iii) who are not resident in a jurisdiction where such offering would be unlawful or (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action). Such shareholders will be granted non-transferable subscription rights that provide rights to subscribe for and be allocated shares in the Subsequent Offering at the Subscription Price.

Completion of the Subsequent Offering is conditional upon the Private Placement and the issuance of the Share Consideration, as further described in the stock exchange notices of i.a. 30 March 2022 at 16:30 (CEST) and 31 March 2022 at 07:12 (CEST), being approved by the extraordinary general meeting of the Company to be held on 7 April 2022, and that the general meeting in a subsequent extraordinary general meeting resolves to adopt the Subsequent Offering. The Board will following the extraordinary general meeting of 7 April 2022 convene a new extraordinary general meeting, expected to be held on on 2 May, 2022 to approve the Subsequent Offering.

The Company hereby also corrects the number of allocated Offer Shares in the Private Placement as stated in the stock exchange notice of 31 March 2022 at 07:12 (CEST). The correct number is 9,430,693 Offer Shares.

Advisors:

ABG Sundal Collier is sole manager (the "Manager"), and Advokatfirmaet Wiersholm AS is acting as legal advisor to NRS in connection with the Subsequent Offering. AGP Advokater AS is acting as legal advisor to the Manager.

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.

Important Notice:

This announcement is not, and does not form a part of, any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services  and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue",  "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, the assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the  general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Manager nor any of its respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.

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

The stock exchange announcement was published by Bjørn Kleven, Group Accounting Manager of Norway Royal Salmon ASA at the time set out above.

Norway Royal Salmon (NRS): Mandatory notification of trade

Reference is made to the stock exchange announcement by Norway Royal Salmon ASA (the "Company") published on 31 March 2022 at 07:12 (CEST), regarding the successful private placement of new shares in the Company (the "Private Placement") at a subscription price of NOK 202 per share. The following primary insiders and their close associates have subscribed for and been allocated new shares in the Private Placement:

- Ola Loe, CFO subscribed for and was allocated 49.500 shares at a subscription price of NOK 202 in the Private Placement.

- Hatlebrekke Invest AS, close associate to primary insider and Interim CEO in NRS, Klaus Hatlebrekke, subscribed for and was allocated 49.500 shares at a subscription price of NOK 202 in the Private Placement.

- Nyhamn AS, close associate to primary insider and board member in NRS Ingri Marie Sivertsen, subscribed for and was allocated 247.524 shares at a subscription price of NOK 202 in the Private Placement.

- Kristine Landmark, board member subscribed for and was allocated 4.754 shares at a subscription price of NOK 202 in the Private Placement.

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Please refer to the attached forms for further information.

This notification has been submitted pursuant to MAR article 19 and the Securities Trading Act § 5-12.

22 03 30 Appendix Hatlebrekke Invest AS (pdf)
22 03 30 Appendix Nyhamn AS (pdf)
22 03 30 Appendix Landmark (pdf)
22 03 30 Appendix Loe (pdf)

Norway Royal Salmon ASA (NRS): Private Placement successfully placed

Trondheim, 31 March 2022: Reference is made to the stock exchange notice by Norway Royal Salmon ASA ("NRS" or the "Company") on 30 March 2022 at 16:30 CEST announcing a contemplated private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of approximately NOK 1.9 billion (the "Private Placement").

The Company is pleased to announce that the Private Placement has been successfully placed and that the Board of Directors (the "Board") has allocated 9,340,693 Offer Shares in the Private Placement at a subscription price of NOK 202.00 per share (the “Subscription Price”), raising gross proceeds of NOK 1,905 million. The Private Placement attracted significant interest from both existing shareholders as well new high quality Nordic and international institutional investors. ABG Sundal Collier acted as sole manager and bookrunner in connection with the Private Placement (the "Manager").

The Subscription Price represents a;

  • 8.2 % discount to the last closing price of NOK 220.00
  • 6.8 % discount to yesterday’s Volume-Weighted Average Price (“VWAP”) of NOK 216.74
  • 0.3 % discount to the VWAP of NOK 202.65 since the stock exchange announcement on 17 March 2022 of the Company’s intention to complete the Private Placement (in the form of the notice to an Extraordinary General Meeting)
  • 0.5 % discount to the closing price on 16 March 2022 of NOK 203.00, the last trading day before the stock exchange announcement of the intention to conduct the Private Placement
  • 6 % premium to the VWAP since the Company’s stock exchange announcement of the signed share purchase agreement and the combination with SalmoNor, on 11 January 2022
  • 28 % premium to the last closing price before the Company’s stock exchange announcement of the signed share purchase agreement and the combination with SalmoNor, on 11 January 2022

The Company intends to use the proceeds from the Private Placement to finance the Cash Consideration (as defined below) of the Company's contemplated acquisition of SalmoNor AS ("SalmoNor") from NTS ASA ("NTS"), where the purchase price is agreed financed through 68.14% consideration shares in NRS (the "Share Consideration") and 31.86% cash (the "Cash Consideration").

The completion of the Private Placement is subject to (i) the resolution of an Extraordinary General Meeting of the Company (the "EGM"), to be held on 7 April 2022, to increase the share capital of the Company by the issuance of the Offer Shares and the Share Consideration (as defined below), and (ii) the Company's agreement with NTS to acquire all the shares in SalmoNor not having been validly terminated before or at the date of the EGM. In relation to condition (i), the Board proposes that the EGM on 7 April 2022 adopts the Private Placement and the Share Consideration on the final terms as set out in the proposed resolution attached hereto.

Conditional allocations and settlement instructions for the Private Placement will be notified to the applicants by the Manager on or about 31 March 2022.

Settlement of the Private Placement is expected to take place on or about 11 April 2022 on a delivery-versus-payment basis subject to either (i) the Company and the Manager entering into a share lending arrangement with NTS as set out in agreement between NRS and NTS for the Transaction or (ii) the Company entering into a pre-funding agreement with the Manager. In the event the Company is not able to enter into share lending arrangements covering all Offer Shares, the Company will deliver up to 8,714,438 Offer Shares as tradable shares with the same ISIN-number as the Company's existing shares and the remaining Offer Shares will be delivered on a separate ISIN-number that will not be admitted to listing on the Oslo Stock Exchange until a listing prospectus has been published by the Company.

Subject to successful completion of the Private Placement and the Share Consideration, the Company will following registration of the new share capital pertaining to both the capital increases have a share capital of NOK 73,167,659 divided into 73,167,659 shares, each with a par value of NOK 1.00.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particularly in light of the current market conditions. The Board has in this respect inter alia taken into consideration that it was necessary to secure financing for the acquisition of SalmoNor. The Board has on this basis concluded that the Private Placement is in compliance with these requirements.

The Company may, subject to completion of the Private Placement, consider to conduct a subsequent share offering of new shares (the "Subsequent Offering"). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Existing shareholders being allocated shares  in the Private Placement, or those existing shareholders who explicitly decided not to participate in the Private Placement, will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering and any Subsequent Offering will in any event be conditional upon the approval of the Private Placement by the EGM.

Advisors:

ABG Sundal Collier acted as sole manager and bookrunner in connection with the Private Placement. Advokatfirmaet Wiersholm AS is acting as legal advisor to NRS in connection with the Private Placement. AGP Advokater AS is acting as legal advisor to the Manager.

For further information, please contact:

Interim CEO, Klaus Hatlebrekke, +47 975 16 757

CFO, Ola Loe, +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

Important Notice

This announcement is not, and does not form a part of, any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services  and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue",  "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, the assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the  general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Manager nor any of its respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.

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

The stock exchange announcement was published by Bjørn Kleven, Group Accounting Manager of Norway Royal Salmon ASA at the time set out above.

22 03 30 Appendix Private placement (pdf)


Archived webcasts

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)


  • Ola Loe

    (1966), CFO

    Ola Loe is a Certified Public Accountant from the Norwegian School of Economics and Business Administration (NHH). Prior to joining Norway Royal Salmon in 2009, he worked as a senior manager at KPMG and as group auditor for Cermaq, Norway Pelagic, Fjord Seafood and Midnor Group. Mr. Loe is a Norwegian citizen and resides in Trondheim, Norway.

  • Klaus Hatlebrekke

    (1974), COO Business Development

    Mr. Hatlebrekke has for several years been working as an analyst of the seafood sector at DNB Markets. Mr. Hatlebrekke holds a Master degree in Business and Economics from Norwegian School of Management. He joined NRS in April 2012 and resides in Trondheim, Norway


  • John Gunnar Grindskar

    (1970), COO Farming


Election Committee
  • Kristine Landmark

    Leader



  • Solveig Gaasø

    Member


  • Harry Bøe

    Member