20.4.2026 23:33:49 CEST | Andfjord Salmon | Inside information

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcement by Andfjord Salmon Group AS ("Andfjord Salmon" or the "Company") on 20 April 2026 regarding, inter alia, a contemplated private placement (the “Private Placement”) of new shares in the Company.

The Company hereby announces that it has allocated 14,000,827 new shares (the “Offer Shares”) at a subscription price of NOK 27.50 per share (the “Offer Price”), raising gross proceeds of approximately NOK 385 million. The net proceeds from the Private Placement will be used for advancement of the Company’s construction at Kvalnes to reach production capacity of 17,000 tons (HOG + post-smolt) and for general corporate purposes.

Certain close associates to primary insiders have been allocated Offer Shares in the Private Placement, including i.a.:

* Jerónimo Martins Agro-Alimentar S.A., close associate to board member Antonio Serrano, was allocated 5,549,818 Offer Shares, and

* Eidsfjord Sjøfarm AS, close associate to board member Knut Roald Holmøy, was allocated 3,636,363 Offer Shares.

Further information regarding these and other allocations of Offer Shares to close associates of primary insiders is specified in the attached PDMR notification forms.

Notification of allocation of Offer Shares is expected to be distributed to the applicants on or about 21 April 2026 by 08:00 (CEST) by the Managers (as defined below).

The Company’s board of directors (the “Board”) has allocated a number of Offer Shares exceeding the number of shares that may be issued pursuant to the authorization to issue new shares granted to the Board at the Company’s extraordinary general meeting on 30 December 2025 (the “Board Authorization”). As a result, the completion and settlement of the Private Placement will be divided into two tranches.

The first tranche will consist of 11,491,566 Offer Shares resolved issued by the Board pursuant to the Board Authorization (“Tranche 1” and the “Tranche 1 Offer Shares”). The second tranche will consist of 2,509,261 Offer Shares (“Tranche 2” and the “Tranche 2 Offer Shares”). The Tranche 2 Offer Shares have been conditionally allocated to Jerónimo Martins Agro-Alimentar S.A.

Completion of Tranche 1 is subject to (i) the Board resolving to issue the Tranche 1 Offer Shares pursuant to the Board Authorization and (ii) the Share Lending Agreement (as defined below) being in full force and effect (the “Tranche 1 Conditions”). Completion of Tranche 2 is subject to (i) completion of Tranche 1 and (ii) the Board being granted an authorization at the Company’s annual general meeting on 30 April 2026 (the “AGM”) sufficient to cover the issuance of the Tranche 2 Offer Shares, or, failing which, the Board convening an extraordinary general meeting resolving to issue the Tranche 2 Offer Shares (the “Tranche 2 Conditions”, and together with the Tranche 1 Conditions, the “Conditions”).

Item (i) of the Tranche 1 Conditions was fulfilled by the Board's resolution to allocate (conditionally in respect of Tranche 2) the Offer Shares. Subject to the continued satisfaction of the Tranche 1 Conditions, settlement of Tranche 1 is expected to take place on or about 23 April 2026. Subject to the satisfaction of the Tranche 2 Conditions, and provided that the Board is granted an authorization to issue new shares at the AGM, settlement of Tranche 2 is expected to take place on or about 5 May 2026.

The Offer Shares in Tranche 1 are expected to be settled on a delivery-versus-payment basis by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Growth Oslo pursuant to a share lending agreement (the “Share Lending Agreement”) entered into between the Company, the Managers and Jerónimo Martins Agro-Alimentar S.A. As a result, applicants who have been allocated Offer Shares in Tranche 1 of the Private Placement will receive tradeable shares upon delivery.

The Managers will settle the Share Lending Agreement with the new shares to be issued upon completion of Tranche 1.

Following registration of the share capital increases pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 121,191,981 divided into 121,191,981 shares, each with a nominal value of NOK 1.

NO SUBSEQUENT OFFERING

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 Private Limited Liability Companies Act, the rules on equal treatment under Euronext Growth Rule Book II - Euronext Growth Oslo 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 is in the common interest of the Company and its shareholders to raise equity through a private placement, particularly in light of the current market conditions and the purpose for which the funds are raised. Thus, the waiver of the preferential rights inherent in a directed share capital increase is considered necessary.

By structuring the equity raise as a private placement, the Company has been able to raise equity efficiently and at an issue price close to the prevailing market price on Euronext Growth. On this basis, and in Iight of the limited dilution and other relevant factors, the Board has resolved not to proceed with a subsequent repair offering.

ADVISORS

Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Nordea Bank Abp, filial i Norge and SB1 Markets AS (the "Managers") have acted as joint global coordinators and joint bookrunners in connection with the Private Placement. Schjødt acted as legal advisor to the Company, and AGP acted as legal advisor to the Managers.  

Disclosure regulation

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 the Norwegian Securities Trading Act. This stock exchange announcement was published by Bjarne Martinsen, CFO of the Company, at the date and time set out herein, on behalf of the Company.

Contacts

• Bjarne Martinsen, CFO, Andfjord Salmon Group AS, +47 975 08 345, bjarne.martinsen@andfjord.no
• Media: Martin Rasmussen, CEO, Andfjord Salmon Group AS, +47 975 08 665, martin@andfjord.no

About Andfjord Salmon

Located at Andøya on the Arctic Archipelago of Vesterålen, Norway, Andfjord Salmon is developing the world's most sustainable and fish-friendly aquaculture facility of its kind. Through a proprietary flow-through system, Andfjord Salmon combines the best from ocean and land-based salmon farming. In its first production cycle, the company achieved an industry-leading survival rate of 97.5 percent, feed conversion ratio of 1.05, superior share of 91.1 percent, and required 1 kWh to produce one kilo of salmon. For more information, see www.andfjordsalmon.com - http://www.andfjordsalmon.com.

IMPORTANT INFORMATION

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. 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.

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 "U.S. 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 U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering 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 U.S. Securities Act and “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that 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 (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at persons who are “qualified investors”, as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and who are: (i) persons having  professional experience in matters relating to investments falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”): or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom it otherwise lawfully be communicated (all such persons being “Relevant Persons”). Securities issued by the Company are only available to, and any invitation, offer or agreement to purchase securities will be engaged in only with, Relevant Persons. These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.

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 believe that these assumptions were reasonable when made, these 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 its control. 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 such forward-looking statements. The Company does not make any guarantee 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 announcement.

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 Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts 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 of the Company.

Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

Attachments

• ANDF - PDMR Notification Form.pdf