SalMar - Merger with Wilsgård AS and resolution to increase the share capital

22 Apr 2025 17:00 CEST

Frøya, 22 April 2025

SalMar ASA ("SalMar") refers to the stock exchange notice published on 18
February 2025 regarding SalMar and Wilsgård Sea Service AS's intention to
develop the ownership in Wilsgård AS ("Wilsgård"), including through a
consolidation with the SalMar group.

The boards of Wilsgård, SalMar Farming AS, a wholly-owned subsidiary of SalMar,
("SalMar Farming") and SalMar have today approved a merger plan for a triangular
merger pursuant to Chapter 13 of the Norwegian Public Limited Liability
Companies Act, with SalMar Farming as the acquiring company, Wilsgård as the
transferring company and SalMar as the issuer of the consideration shares in the
merger.

The parties to the merger have agreed on a valuation of Wilsgård amounting to
NOK 1,767 million on a 100% basis. The consideration in the merger will consist
of a combination of consideration shares and a cash consideration, where the
consideration shares make up 80% of the merger consideration and the cash
consideration makes up 20%. SalMar Farming will not receive any merger
consideration.

Based on the board authorization granted by the general meeting in 2024, the
board of SalMar has today resolved to increase the company's share capital in
connection with SalMar's issuance of consideration shares. The share capital
will be increased by NOK 392,054 through the issuance of 1,568,216 shares, each
with a nominal value of NOK 0.25. The parties have agreed a price per SalMar
share of NOK 563.38 in the merger. If SalMar's previously proposed dividend of
NOK 22 per share has been approved with a record date prior to the effective
date of the merger, the price per SalMar share in the merger shall be adjusted
accordingly and the share capital will instead be increased by NOK 407,985.75
through the issuance of 1,631,943 shares, each with a nominal value of NOK 0.25.

Since SalMar's acquisition of NTS and the merger with NRS in 2022, SalMar has
held a 37.5% ownership interest in Wilsgård. Wilsgård currently has a strong
presence on Senja and has 5,844 tonnes MAB in licenses in production areas 10
and 11 in Northern Norway. The merger between Wilsgård and SalMar Farming brings
together two strong players in fisheries and aquaculture, contributing to
regional development. The merger is expected to increase operational efficiency,
reduce costs and enhance financial resilience.

The merger is expected to be completed during the summer of 2025, dependent
upon, amongst other things, approval from relevant authorities.

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

For further information, please contact:

Frode Arntsen, CEO
Tel: +47 482 06 665
E-mail: frode.arntsen@salmar.no (mailto:frode.arntsen@salmar.no)


Håkon Husby, Head of Investor Relations
Tel: +47 936 30 449
Email: hakon.husby@salmar.no

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