SalMar : Notice EGM March 2022 – ENG

Shareholder’s full title and handle

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SALMAR ASA

Shareholders of SalMar ASA (“SalMar“) are hereby invited to a rare basic assembly, to be held at 12:00 CET on Monday 14th of March 2022 at SalMar’s places of work in Trondheim, Norway (Brattørkaia 15B, 7010 Trondheim).

Important message:

To cut back the danger for unfold of the corona virus, shareholders are inspired to not take part bodily on the assembly, however to train their shareholder rights by way of digital voting, proxy types or by way of advance voting.

The extraordinary basic assembly shall be opened by the chairperson of the board, Leif Inge Nordhammer .

Once the assembly has been opened, a file of attending shareholders and proxies shall be introduced.

The following is on the agenda:

1. Election of an individual to chair the assembly and an individual to co-signal the minutes along with the chair of the assembly
2. Approval of the discover and the proposed agenda
3. Authorisation to extend the share capital Background
   On 14 February 2022 SalMar introduced that the corporate is to make a voluntary supply to accumulate all shares in NTS ASA (“NTS“) (the “Offer“).
   The consideration to NTS shareholders who settle for the supply is predicted to encompass NOK 24 as money consideration and 0.143241 shares in SalMar (the “Consideration Shares“) for every share in NTS, collectively equalling NOK 120 per share primarily based on the share value at shut of commerce on 11 February 2022. As of the date of this discover SalMar has acquired binding pre-acceptances of the Offer from shareholders in NTS who in combination personal shares representing roughly 50.1% of the shares and votes in NTS.
   NTS, with its subsidiaries SalmoNor AS, Norway Royal Salmon ASA and Frøy ASA, and SalMar have an extended observe-file in salmon farming, each in Central and Northern Norway in addition to the Western fjords of Iceland. It is subsequently anticipated {that a} mixture of the Parties will understand important synergies by way of a extra environment friendly utilization of the Parties’ frequent assets. A mix will facilitate improved capability utilization of the mixed MAB and web site portfolio, in addition to the implementation of operational excellence, which in complete are anticipated to offer even higher organic outcomes and decrease manufacturing prices. The events have sturdy experience inside gross sales and distribution, and the mixture will present improved entry to prospects worldwide. The mixture will in complete strengthen the competence base and manufacturing capability, and be a catalyst for additional sustainable progress within the native communities the place the events function, each in northern components of Central Norway, Northern Norway and Western fjords of Iceland.
   The Offer values the issued shares in NTS at roughly NOK 15.1 billion. Should NTS resolve to (i) change NTS’s share capital, the variety of shares issued, the nominal worth of the shares, (ii) pay dividends or make different distributions to NTS’ shareholders with a “file date” earlier than the completion of the Offer, (iii) problem monetary devices that present the precise to have new shares issued, or (iv) announce that NTS has made any related resolutions, the supply value and/or different phrases and situations for the Offer shall be adjusted to compensate for the results of such resolutions.
   Should SalMar resolve to (i) change the nominal worth of the shares, (ii) pay dividends or make different distributions to its shareholders with a “file date” earlier than the completion of the Offer, or (iii) announce that SalMar has handed any related resolutions, the supply value shall be adjusted to compensate for the impact of such resolutions. In the occasion such adjustment is made acquired acceptances shall be deemed to be acceptances additionally for the revised supply.
   SalMar will put together a proposal doc which is able to comprise full phrases and situations for the Offer in accordance with Section 6 of the Norwegian Securities Trading Act. The supply

doc shall be distributed to the shareholders of NTS as quickly as practicable after the required regulatory approval from the Oslo Stock Exchange, which is predicted to be obtained no later than 31 March 2022.

The completion of the Offer shall be topic to the next fundamental situations, which can be waived in entire or partially at SalMar’s personal discretion (the “Closing Conditions“):

1. The Offer shall at expiry of the supply interval be accepted by shareholders in NTS representing greater than 50% of all issued shares and voting rights in NTS on a completely diluted foundation.
2. No related authority with competent jurisdiction shall have initiated any authorized motion (whether or not non permanent, provisional or everlasting) that forestalls the closing of the Offer or, as in reference to the Offer, imposes any situations on SalMar, NTS or any of their respective associates.
3. (a) In the interval as much as the closing of the Offer, the NTS group’s actions shall in all materials respects be performed in accordance with regular operations and relevant legislation, rules and selections from related authorities; (b) it has not been carried out, nor has a choice been made to implement or been printed an intention to implement, reorganisations, adjustments within the share capital of NTS or any of its subsidiaries, issuance of rights the place the holders might require new shares or related securities in NTS or its subsidiaries to be issued, cost of dividends or different distributions to NTS’ shareholders, proposals to the shareholders to merge or demerge, or every other change within the firm construction along with such talked about actions carried out as a part of a basic inner reorganization the place solely wholly owned subsidiaries of NTS are concerned; (c) NTS shall not have entered into an settlement relating to, or executed any transactions which may be thought-about to represent, a competing bid; (d) NTS and its subsidiaries shall not have entered into acquisition agreements; disposals or different transactions that aren’t in accordance with regular operations; (e) NTS’ introduced sale of Salmonor to Norwegian Royal Salmon ASA shall not be accomplished; (f) no transactions that can set off an obligation pursuant to Section 6-1 (2) of the Securities Trading Act have occurred.
4. The basic assembly of SalMar shall have accredited, or authorised the board of administrators of SalMar, to problem the Consideration Shares, and that such resolutions haven’t been withdrawn earlier than the closing of the Offer.
5. SalMar shall have accomplished a restricted confirmatory due diligence of the NTS group and its subsidiaries in Norway and Iceland with none materials hostile findings.
6. SalMar shall have acquired all vital permits, consents, clearances and approvals for the implementation of the Offer, together with from competitors authorities in Norway and different related jurisdictions except for Iceland, with out situations or on phrases accepted by SalMar, and that each one related ready intervals have expired.
7. No circumstances which have or can moderately be anticipated to have a fabric hostile impact on the monetary place, operations or enterprise prospects of the NTS group.

The Offer won’t be topic to any financing situation.

Should the Closing Condition in level vi. (regulatory approvals) not be met by 31 October 2022, however all different Closing Conditions have been met, SalMar shall waive the Closing Condition in level vi. (regulatory approvals).

The issuance of the Consideration Shares requires a decision to be handed by the final assembly of SalMar, and is as talked about above a situation for closing of the Offer. The board of administrators proposes to the final assembly that an authorisation is granted to the board to extend the share capital by issuing the Consideration Shares at settlement of the Offer and thereby deviate from the shareholders’ pre-emptive rights beneath the Norwegian Public Limited Liability Companies Act Section 10-4.

Other than the introduced Offer, there haven’t occurred any occasions after the final stability sheet date which can be of considerable significance to SalMar. A duplicate of the final annual monetary assertion, annual report and auditor’s report is obtainable on the firm’s places of work.

The firm’s shareholders Kverva Industrier AS and LIN AS have dedicated to take part on the basic assembly and vote in favour of the board of administrators’ proposal to grant an authorisation to the board of administrators to extend the share capital of the corporate.

Proposal to authorise the board of administrators to extend the corporate’s share capital

Based on the above, the board of administrators proposes to the final assembly to cross the next decision:

1. The board of administrators is granted authorisation to extend the corporate’s share capital by as much as NOK 4,501,968.25, by issuing 18,007,873 new shares with a nominal worth of NOK 0.25 every, cf. the Norwegian Public Limited Liability Companies Act Section 10-4. Within this complete restrict the authorisation could also be utilised on a number of events.

1. The authorisation additionally contains capital will increase in opposition to different property than money and proper to cost the corporate with particular obligations, cf. the Norwegian Public Limited Liability Companies Act Section 10-2, in addition to to resolve a merger cf. Section 13-5.

1. The board of administrators might determine to derogate from the shareholders’ pre-emptive rights, cf. the Norwegian Public Limited Liability Companies Act Section 10-4.

IV. The authorisation expires on the annual basic assembly in 2023, however no later than 30 June 2023.

1. The board of administrators is authorised to hold out any required amendments to the corporate’s articles of affiliation following a capital improve.

VI. The authorisation dietary supplements the authorisation to extend the share capital of the corporate grated on the annual basic assembly 8 June 2021.

*****

The discover of the extraordinary basic assembly and all attachments are additionally obtainable on the firm’s web site.

Important message:

To cut back the danger for unfold of the corona virus shareholders are inspired to not take part bodily on the assembly, however to train their shareholder rights by way of digital voting, proxy types or by way of advance voting.

Shareholders who want to attend the extraordinary basic assembly are requested to submit the hooked up attendance kind to the corporate’s VPS-registrar no later than 3pm CET on Thursday 10th of March 2022. Notice of attendance may be despatched electronically through the corporate’s web site.

Shareholders who won’t attend the extraordinary basic assembly in individual are entitled to be represented by a proxy. In such case a written and dated energy of lawyer should be introduced. Shareholders are requested to ship their energy of lawyer to the corporate’s VPS-registrar no later than 3pm CET on Thursday 10th of March 2022. Attached is a proxy kind, which can even be used to nominate the chairperson of the board or such individual he might nominate, as proxy.

Shareholders who won’t attend the extraordinary basic assembly in individual may vote prematurely of the final assembly. In such case, the advance voting kind should be used.

The advance voting kind is requested to be despatched to the corporate’s VPS-registrar no later than 3pm CET on Thursday 10th of March 2022.

At the date of this discover, SalMar ASA has a share capital of NOK 29,449,999.75 divided on 117,799,999 shares, every with a nominal worth of NOK 0.25. Each share entitles the holder to 1 vote on the firm’s basic conferences. As on the date of this discover, the corporate owns 102,361 treasury shares.

Shareholders have the next rights with respect to the final assembly:

• The proper to attend the final assembly, both in individual or by proxy.
• The proper to handle the final assembly.
• The proper to convey one advisor and grant this individual the precise to talk on the basic assembly.
• The proper to demand data of board members and the CEO in accordance with part 5-15 of the Public Limited Companies Act.
• The proper to desk points for deliberation by the final assembly, offered they’re introduced in writing to the board of administrators in such good time that they could be included within the discover of the final assembly. If discover of the final assembly has already been distributed, a brand new discover shall be despatched if there are at the very least three weeks left earlier than the final assembly is because of happen.

Further particulars relating to those rights can be found from the corporate’s web site www.salmar.no.

Frøya, 18 February 2022, for the Board of Directors of SalMar ASA

Leif Inge Nordhammer , Chair

Attachment 1 – Attendance kind, proxy kind and advance voting kind

Attendance and proxy types, together with pre-printed title and reference quantity, are despatched by publish to shareholders together with the discover to attend the final assembly and different attachments.

ATTENDANCE FORM

Shareholder:

Reference no:

PIN code:

If you want to attend the extraordinary basic assembly, you’re requested to return this type to Nordea Bank Abp, department in Norway, Issuer Services, PO Box 1166 Sentrum, 0107 Oslo, Norway. Fax: +47 2236 9703. Email: [email protected]. You may register your attendance at www.salmar.no. Notification of attendance is requested to be acquired by Nordea no later than 3pm CET on Thursday 10th of March 2022.

The undersigned shareholder(s) will attend the extraordinary basic assembly of SalMar ASA, to be held at 1pm on Monday 14th of March 2022 on the firm’s workplace in Trondheim, Norway (Brattørkaia 15B, 7010 Trondheim) and

vote for my/our shares.

vote for shares in accordance with the hooked up energy of lawyer(s)

____________________	__________________________	____________________
Date & Place	Name (block letters)	Shareholder’s signature
		(if attending in individual)

PROXY FORM WITHOUT VOTING INSTRUCTIONS

Shareholder:

Reference no:

If you’ll not attend the extraordinary basic assembly in individual, this energy of lawyer could also be utilized by the individual you have chose to symbolize you. The energy of lawyer is requested to be acquired by Nordea Bank Abp, department in Norway no later than 3pm CET on Thursday 10th of March 2022. You may register your proxy kind at www.salmar.no.

Nordea Bank Abp, department in Norway, Issuer Services, Postboks 1166 Sentrum, 0107 Oslo. Fax: +47 2236 9703. Email: [email protected].

The undersigned shareholder(s) of SalMar ASA do hereby authorise:

Board Chair: Leif Inge Nordhammer

Other (title)………………………………………………….

to attend SalMar ASA’s extraordinary basic assembly on Monday 14th of March 2022 on my/our behalf and to vote on behalf of my/our shares.

______________________	___________	__________________________________
Place	Date	Shareholder’s signature
		(To be signed solely when authorising a proxy)