NORCOD AS: PRIVATE PLACEMENT SUCCESSFULLY PLACED

12 May 2026 23:15 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcement by Norcod AS ("Norcod" or
the "Company") published on 12 May 2026, regarding launch of a contemplated
private placement of new shares in the Company to raise, together with the
Shareholder Loan (as defined below), total gross proceeds in the amount of
approximately NOK 100 million (the "Private Placement").

Norcod is pleased to announce that the Private Placement has been successfully
placed and that the board of directors (the "Board") have resolved to allocate
8,508,577 offer shares (the "Offer Shares") at the subscription price of NOK
10 per Offer Share raising gross proceeds of NOK 85,085,772, which together
with the shareholder loan from from Jerónimo Martins Agro-Alimentar S.A in the
amount of approximately NOK 15 million (the "Shareholder Loan") equals a total
amount of approximately NOK 100 million. The pre-committing investors referred
to in the launch notice, including Jerónimo Martins Agro-Alimentar S.A, have
received full allocation of their pre-commitments, with Jerónimo Martins
Agro-Alimentar S.A both subscribing for Offer Shares and providing the
Shareholder Loan.

DNB Carnegie, a part of DNB Bank ASA, acted as sole bookrunner (the "Manager")
in connection with the Private Placement.

Completion of the Private Placement is subject to (i) a resolution by the EGM
(as defined below) to increase the share capital in order to facilitate the
issuance of the Offer Shares and (ii) the Share Lending Agreement (as defined
below) being in full force and effect. Completion of the DVP settlement of the
Private Placement is furthermore subject to the shares to be borrowed pursuant
to the Share Lending Agreement being available to the Manager.

The Offer Shares, other than Offer Shares allocated to ArthaScope
Kapitalforvaltning A/S, High Liner Foods and Sirena Group AS, are expected to
be settled on a delivery versus payment (DVP) basis on or about 29 May 2026 by
delivery of existing and unencumbered shares in the Company that are already
listed on Euronext Growth Oslo pursuant to a share lending agreement (the
"Share Lending Agreement") between the Company, the Manager and Artha Norcod
A/S. The Manager will settle the share loan with new shares to be resolved
issued at an extraordinary general meeting of the Company expected to be held
on or about 27 May 2026 (the "EGM"). Shares allocated in the Private Placement
will be tradable upon EGM approval of the Private Placement and issuance of
the Offer Shares.

Following registration of the share capital increase pertaining to the Private
Placement with the Norwegian Register of Business Enterprises, the Company
will have a registered share capital of NOK 39,437,802 divided into 78,875,604
shares, each with a nominal value of NOK 0.50.

The Board has considered the structure of the contemplated offering of new
shares in light of the equal treatment obligations under the Norwegian Limited
Companies Act. The Company is of the view that it is in the common interest of
the Company and its shareholders to raise equity through a private placement.
By structuring the equity raise as a private placement, the Company is
expected to be in a position to raise equity efficiently, with a lower
discount to the current trading price, at a lower cost and with a
significantly lower risk compared to a rights issue. Accordingly, the existing
shareholders preferential rights to subscribe for new shares in the Private
Placement will be deviated from.

The Company may, subject to completion of the Private Placement and the Board
being granted an authorization to this effect at the EGM, resolve to carry out
a subsequent repair offering of (the "Subsequent Offering") of up to 1,000,000
new shares at the Offer Price in the Private Placement which, subject to
applicable securities law, will be directed towards existing shareholders in
the Company as of 11 May 2026 (as registered in the VPS two trading days
thereafter) (the "Record Date"), who i) were not included in the pre-sounding
phase of the Private Placement, (ii) were not allocated Offer Shares in the
Private Placement, and (iii) are not resident in a jurisdiction where such
offering would be unlawful or, would (in jurisdictions other than Norway)
require any prospectus, filing, registration or similar action (the "Eligible
Shareholders"). A Subsequent Offering will be subject to approval by the EGM,
whereas the Eligible Shareholders will receive non-tradeable subscription
rights based on their registered shareholdings as at the Record Date.
Completion of the Subsequent Offering will be subject to (i) completion of the
Private Placement, (ii) relevant corporate resolutions, including the EGM,
(iii) the trading price of the Company's shares exceeding the Subscription
Price and (iv) if required, the publication of a national prospectus (the
"Prospectus") by the Company.

Advokatfirmaet Haavind AS is acting as legal advisor for Norcod in connection
with the Private Placement.

For more information, please contact:
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail:
cr@norcod.no
Stian Hansen, Chief Financial Officer, phone: +47 481 78 846, E-mail:
sh@norcod.no (mailto:stian.hansen@norcod.no)

About Norcod: Norcod's core business is commercial sea farming of cod but
through ownership and partnerships is involved in the entire value chain.
Norcod's existing fish farms are located in Mid-Norway with ideal conditions
for cod. The company is contributing to blue ocean value creation with minimal
impact on the environment while supporting local communities. Norcod is listed
on Oslo's Euronext Growth market.


This announcement was published by CFO, Stian Hansen, on the date and time
provided.
IMPORTANT NOTICE
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 "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 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 Securities Act.
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
Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression
"Prospectus Regulation" means Regulation 2017/1129 as amended together with
any applicable implementing measures in any 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, 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.
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 operate,
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 such 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 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 Manager nor any of its affiliates make any representation as to
the accuracy or completeness of this announcement and does not 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 information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR. The information was submitted for publication, through the
agency of the contact persons set out above, at 2026-05-12 23:15 CEST.

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673257_NORCOD AS- PRIVATE PLACEMENT SUCCESSFULLY PLACED.pdf