Norway Royal Salmon ASA (NRS): Merger with SalMar ASA completed

Reference is made to the stock exchange announcement made by NRS earlier today on 7 November 2022 regarding completion of the merger with SalMar ASA.

The merger has after close of trading on Oslo Børs today been completed by registration in the Norwegian Register of Business Enterprises. Consequently, NRS has now been struck off as a company, and the last day of trading in the NRS shares on Oslo Børs was today. SalMar has now absorbed all assets, rights and obligations of NRS. The merger consideration, consisting of cash and new shares in SalMar, is expected to be delivered to the former shareholders of NRS on or about 11 November 2022. Any trade in the merger consideration shares prior to such delivery must be carried out in compliance with applicable short sale and other regulations.

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

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): Merger with SalMar ASA expected to be completed after close of trading 7 November 2022

Reference is made to the stock exchange announcement made by Norway Royal Salmon ASA ("NRS") on 31 October 2022 in connection with the acquisition of SalmoNor AS and the merger with SalMar ASA ("SalMar") (the "Merger").

The board of directors of NRS has today resolved to carry out the Merger, and the filing for completion of the Merger has been lodged with the Norwegian Registry of Business Enterprises (Nw. "Foretaksregisteret"). It is expected that the Merger will be completed after close of trading on Oslo Børs today (the “Merger Effective Date”). Consequently, it is expected that the last day of trading in the NRS shares will be today.

Upon completion of the Merger, SalMar will absorb all assets, rights and obligations of NRS, and NRS will be dissolved. Shareholders of NRS will receive merger consideration consisting of 0.303933 shares in SalMar and NOK 52.84 in cash for each share in NRS they own as at the expiry of the Merger Effective Date, as such shareholders will appear in NRS’ shareholders register with Euronext Securites Oslo (the “VPS”) at the expiry of 9 November 2022 (the record date for the Merger).

Subject to registration of the Merger at the time set out above, the merger consideration shares are expected to be delivered to eligible recipients’ securities accounts with the VPS on 11 November 2022. Any trade by investors in these shares prior to such delivery should be carried out in compliance with applicable short sale and other regulations.

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

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

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About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 455 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): New share capital registered

Reference is made to the stock exchange notice by Norway Royal Salmon ASA ("NRS") dated 2 November 2022 regarding completion of the acquisition of SalmoNor AS from NTS ASA ("NTS").

Today the share issue in NRS has been registered in the Norwegian Register of Business Enterprises, and consequently NRS' share capital has been increased from NOK 43,572,191 by NOK 15,360,452 to NOK 58,932,643 by issuing 15,360,452 new shares to NTS. Thus, the share capital of NRS consists of 58,932,643 shares, each with a nominal value of NOK 1.00.  

The new shares will be delivered in VPS on a specific ISIN and will not be taken up for trading at the Oslo Stock Exchange due to the upcoming merger between NRS and SalMar ASA (the "Merger"). For further information regarding the Merger, reference is made to NRS' stock exchange notice dated 31 October 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 36 455 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): Completion of the SalmoNor transaction and issue of shares

Reference is made to the agreement regarding the acquisition of the entire shareholding in SalmoNor AS ("SalmoNor") between NTS ASA ("NTS") as seller, NRS Farming AS ("NRS Farming") as buyer and Norway Royal Salmon ASA ("NRS") as issuer of consideration shares, dated 11 January 2022, as amended by supplementary agreements dated 28 April 2022 and 30 May 2022 (the "SalmoNor Agreement") (the "SalmoNor Transaction").

The SalmoNor Transaction was completed today in accordance with the terms and conditions set out in the SalmoNor Agreement the resolution from the general meeting held on 30 June 2022. This entails inter alia that the share capital in NRS will be increased by NOK 15,360,452 by issuing 15,360,452 new shares, each with a nominal value of NOK 1.00, at a subscription price of NOK 265.18 per share. Thus, the total subscription amount is NOK 4,073,284,661. The new shares have been subscribed for by NTS. As contribution for the shares, NTS has transferred to NRS a claim against NRS Farming in the amount of NOK 4,073,284,661 which arised in connection with the completion of the SalmoNor Transaction.

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 36 455 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 ASA (NRS): Clearance received from the European Commission – Settlement details for the Merger with SalMar and for the acquisition of SalmoNor

Reference is made to Norway Royal Salmon ASA's ("NRS") stock exchange notice on 30 May 2022 regarding the acquisition of SalmoNor AS ("SalmoNor") from NTS ASA ("NTS") and the merger between NRS and SalMar ASA ("SalMar") (the "Merger").

Further reference is made to SalMar's stock exchange notice of today (the "SalMar Notice") regarding received clearance from the European Commission for SalMar's acquisition of a majority of the shares in NTS ASA pursuant to a voluntary offer (the "Offer") and consequently also for the Merger. In the SalMar Notice, SalMar confirms that the closing conditions for the Offer have been satisfied or waived and that the Offer will be settled.

As a condition for completion of the Merger and the Offer, SalMar has undertaken a commitment to divest certain shares currently held by NRS, which will be assumed by SalMar upon completion of the Merger. Further details about this divestment, including the conditions for its completion, and about the rationale for completing the Merger and the Offer are set out in the SalMar Notice.

On the above basis, SalMar and NRS have resolved to proceed to complete the Merger pursuant to the terms and conditions of the Merger plan.

In accordance with the Merger plan, NRS will immediately prior to completion of the Merger complete the agreed acquisition of 100% of the shares in SalmoNor AS from NTS. As part of the settlement, NRS will issue 15,360,643 new NRS shares to be subscribed by NTS.

Completion of the SalmoNor transaction is expected to take place on 2 November 2022 with the share capital increase in NRS expected to be registered in the Norwegian Register of Business Enterprises (the "Register") on 3 November 2022. The new shares will be delivered to NTS' VPS account no later than on 4 November 2022.

Following completion of the SalmoNor transaction, NRS will have a registered share capital of NOK 58,932,643 consisting of an equal number of shares, each with a par value of NOK 1.

Registration of completion of the Merger in the Register is expected to take place after close of trading on Oslo Børs on 7 November 2022 (the "Merger Effective Date"), which will be the last day of trading in the NRS shares.

Shareholders of NRS will receive merger consideration consisting of 0.303933 shares in SalMar and NOK 52.84 in cash for each share in NRS they own as at the expiry of the Merger Effective Date, as such shareholders appear in NRS' shareholders register with Euronext Securites Oslo (VPS) as at the expiry of 9 November 2022. SalMar will issue at total of 17,851,550 new shares as consideration in the Merger.

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

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 36 455 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): Extraordinary general meeting

Reference is made to the notice of extraordinary general meeting in Norway Royal Salmon ASA ("NRS") dated 5 October 2022. The general meeting was held today, and the proposal to remove the deadline for the merger with SalMar ASA ("SalMar") was adopted as proposed. The minutes of the meeting are attached to this stock exchange announcement.

Further information regarding the merger between SalMar and NRS 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.

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 36 455 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): Q3-22 Trading update

Harvested volumes for the third quarter 2022 were 10.7 thousand tonnes gutted weight, distributed to the below segments:

-Farming Norway       : 8.7 thousand tonnes gutted weight

-Farming Iceland        : 2.0 thousand tonnes gutted weight

The full Q3 2022 report will be released on the 16th of November 2022 at 06:30 CET.

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For further information, please contact:

CEO Charles Høstlund: +47 994 184 49

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Norway Royal Salmon in brief

The Norway Royal Salmon (NRS) group owns 36 455 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

Norway Royal Salmon ASA (NRS): Extraordinary general meeting

Reference is made to the proposed merger between Norway Royal Salmon ASA (“NRS”) and SalMar ASA ("SalMar") (the “Merger”) pursuant to the merger plan dated 30 May 2022 (the “Merger Plan”), as approved by the respective companies' extraordinary general meetings held on 30 June 2022.

The processes of obtaining the necessary approvals for the Merger from the relevant authorities have taken longer than expected when the Merger Plan was entered into. As such, the board of directors of NRS and SalMar deem it necessary to call for extraordinary general meetings to extend the long stop date for completion of the Merger set out in section 8 of the Merger Plan. The board of directors of NRS has resolved to call for an extraordinary general meeting of the company to be held on 28 October 2022 at 10:00 (Norwegian time). The general meeting will be held as a digital meeting. Please find the notice of the Extraordinary General Meeting enclosed.

The Merger remains subject to receipt of further approvals from competition authorities, including the European Commission, and such other conditions set out in the Merger Plan.

NTS ASA, which owns approximately 68.14 % of the shares in NRS, has undertaken to vote for the proposed resolutions on the agenda.

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 36 455 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): NRS cancels the acquisition of MAB growth following the resource rent tax proposal

Earlier this year, NRS purchased 370 tonnes of maximum permitted biomass for a total value of NOK 62 million. The board has decided to cancel the purchase of this capacity. This is caused by the Government's proposal for resource rent tax of 40% and a total effective tax rate of 62%.

Over the past few years, NRS has invested significant amounts in strengthening the value chain through a new smolt facility in Dåfjord in Karlsøy municipality, development of the sea locations and investing in aquaculture at sea through Arctic Offshore Farming. The introduction of a resource rent tax will lead to a significantly weakened investment ability for the company. For the time being, the company's larger future investments are therefore being put on hold. This means that the planned expansion of the smolt facility in Dåfjord of NOK 400 million is postponed.

 -NRS has a proud history, and over the years we have developed our farming activity in Troms and Finnmark. We want to develop the company further and create jobs at the coastal areas in northern Norway. We are always looking for growth opportunities, but now we don't dare. A good tax system must be both fair and predictable. The government's proposal for resource rent tax is neither and puts new investments on hold all along the coast. Such unpredictable framework for the aquaculture industry means that the risk is considered as too high, says CEO Charles Høstlund.

For more information, please contact:

-CEO Charles Høstlund, +47 994 18 449

charles.hostlund@salmon.no

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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.

Norway Royal Salmon ASA (NRS): Proposal for resource tax on salmon farming in Norway

With reference to press release 28 September 2022 from the Norwegian government.

The Norwegian government proposes to introduce a resource tax on salmon and trout farming of 40% with effect from the tax year 2023 for volumes above 4 000 / 5 000 tonnes. With this proposal, the total effective tax rate for farming of salmon and trout will be 62%. This proposal must be approved by the Norwegian Parliament.

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

Norway Royal Salmon (NRS): Q2 22 - Operational EBIT of MNOK 32

Norway Royal Salmon (NRS) reports an operational EBIT before depreciation of offshore equipment of MNOK 32 for the second quarter of 2022 and EBIT per kg of NOK 16.26. Corresponding figures for the same quarter last year were MNOK 94 and NOK 11.74.

- The second quarter of 2022 has been a quarter with record level salmon prices. NRS has harvested a low volume and as announced in the previous quarterly presentation we therefore have an unusually high share of the Norwegian volume on fixed price contracts. The price achievement in relation to the spot price has thus been low and this significantly affects the result in this quarter, says CEO Charles Høstlund.

At the end of the second quarter, NRS has a solid financial position with MNOK 1 694 in unutilised credit facilities and MNOK 80 in bank deposits. A positive EBITDA and reduced working capital explain the decrease in interest-bearing debt of MNOK 91 to MNOK 2 153 in the second quarter. The equity was MNOK 4 657 at the end of the quarter, which equates an equity ratio of 53 %.

Farming Norway

Farming Norway posted an operational EBIT of MNOK 34.8 in the quarter, compared with MNOK 96.3 in the corresponding quarter last year. Operational EBIT per kg gutted weight was NOK 48.16 compared with NOK 12.49 in the corresponding quarter last year. Farming Norway harvested 3 442 tonnes gutted weight in the quarter, a decrease of 56 % from the same quarter last year. Sold volume from the sales business in the quarter was 15 405 tonnes salmon, which is 18 % lower than in the corresponding quarter last year.

Farming Iceland

Farming Iceland posted an operational EBIT of MNOK 37.9 in the quarter, compared with MNOK 17.6 in the corresponding quarter last year. Operational EBIT per kg gutted weight was NOK 36.84 compared with NOK 9.66 in the corresponding quarter last year. Farming Iceland harvested 1 029 tonnes gutted weight in the quarter, a decrease of 44 % from the corresponding quarter last year.

- The merger plan between NRS and SalMar has been approved in both general meetings. These are companies that have clear complementary activities in Norway, Iceland and through offshore aquaculture. There is therefore a solid industrial rationale for the merger and a significant synergy potential. Through smolt from our own smolt plant and the phasing out of sterile fish, NRS expects to gradually deliver more a competitive production cost and fewer biological challenges going forward. The foundation is therefore in place and the merger provides an even stronger basis for value creation and employment in the areas where NRS operates, says Charles Høstlund.

For more information, please contact:

• CEO Charles Høstlund, +47 994 184 49

Norway Royal Salmon in brief

The Norway Royal Salmon (NRS) group owns 36 455 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.

Norway Royal Salmon ASA (NRS): Presentation of Q2 2022

Please note that Norway Royal Salmon ASA will announce its second quarter 2022 results 31 August 2022. The second quarter 2022 presentation will be available as a webcast at 08:00 CET on NRS's website www.norwayroyalsalmon.com the same day.

The company's CEO Charles Høstlund and Interim CFO 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

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About Norway Royal Salmon:

The Norway Royal Salmon (NRS) group owns 36 455 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

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.

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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

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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): 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.

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For more information, please contact:

-CEO Charles Høstlund, +47 994 18 449

charles.hostlund@salmon.no

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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 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.

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For further information, please contact:

CEO Charles Høstlund: +47 994 184 49

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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): 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.

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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

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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): 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

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For further information, please contact:

Charles Høstlund, CEO: + 47 994 18 449

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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

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.

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For further information, please contact:

CEO Charles Høstlund:

Mob: +47 994 184 49

Mail: charles.hostlund@salmon.no

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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.

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 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.

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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

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.

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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.