COD – TRANSACTION AGREEMENT ENTERED INTO WITH ATLANTIC COD FARMS AS

Reference is made to the announcement made by Codfarmers ASA (“Codfarmers” or the “Company”) on 1 July 2011 regarding the possible combination with Atlantic Cod Farms AS (“ACF”). Codfarmers and ACF have now entered into a final transaction agreement (the “Transaction Agreement”) for the combination of the two companies.

The exchange ratio between the parties announced on 1 July 2011 has been maintained through the final negotiations. Pursuant to the Transaction Agreement, Codfarmers shall accordingly offer one share in Codfarmers for 40.3761 shares in ACF (the “Offer”).

The board of directors of ACF has resolved to recommend the Offer to the ACF shareholders and ACF shareholders representing around 91% of the ACF shares have undertaken to accept the Offer.

The parties expect that the offer document for the Offer will be distributed to the ACF shareholders on or about 7 September 2011, and that the offer period will expire on or about 14 September 2011. Completion of the Offer will be subject to (i) the ACF board maintaining its recommendation of the Offer, (ii) the Offer being accepted by shareholders holding more than 90% of the ACF shares, (iii) the termination of warrants issued by ACF, (iv) that the general meeting of Codfarmers resolves to issue consideration shares to the ACF shareholders, and (v) that certain third party consents are being obtained.

The parties expect the transaction to be completed in the second half of September 2011.

Implications of the transaction:

Codfarmers and ACF expect that substantial industrial synergies with respect to costs, competence and market will be achieved by the combination of the two companies. The combination will strengthen the companies' ability to release more juveniles into sea and maintain hatchery, juveniles and farming production. The combination will also reduce the biological risk by the geographical spread of the facilities. The combined entity will have a substantially improved position in its marketing efforts towards large European customers.

The corporate head office and sale/marketing will be located in Oslo, while the operational management of the combined company's biological production will continue to be located in the area of the production facilities. The transaction is expected to lead to reduced operating expenses for the combined company.

The share capital of Codfarmers will be increased by NOK 16,750,325 by the issuance of 16,750,325 new Codfarmers shares as consideration under the Offer provided that the Offer is accepted for all ACF shares.

A new board of directors of Codfarmers reflecting the new shareholder structure will be elected by the EGM. The election will be effective from completion of the transaction. Harald Dahl will be the CEO of the combined company.

About ACF:

ACF is, together with Codfarmers, a leading company in the Norwegian cod farming industry. ACF holds in total 28 farming licenses and has its production facilities for hatchery, juveniles and farming at Sunnmøre, Norway. ACF’s strategy has been to establish a vertical integrated value chain in order to achieve control over the complete value chain, from roe to finished processed products.

ACF and its subsidiaries have in total around 40 employees. The board of directors of ACF consists of Helge Hellebust (Chairman), Frede Klinkby Uldbæk, Øivind Tidemandsen, Ulf Henning Sørdal and Jan Erik Sivertsen. The management of ACF consists of Ivar Kvangardsnes (CEO), Tommy Nørve (CFO), Finn Christian Skjennum (COO Farming), Claus Opshaug (COO Sales and Processing), Bent Ulleland (Administration Manager) and Hogne Bleie (Chief Quality Manager).

No agreements have been, or are expected to be, entered into providing benefits to the members of the board of directors or management of Codfarmers or ACF as a result of the Offer.

Key financial figures for ACF for the years ended 31 December 2010, 2009 and 2008 are included in the Appendix 1 hereto.

Advisors:

DnB NOR Markets and Advokatfirmaet Thommessen AS are advisors to Codfarmers in connection with the transaction, while Pareto Securities AS and Tenden Advokatfirma ANS are advisor to ACF.

Contact persons:

For further information, please contact:

Marianne E. Johnsen, chair of Codfarmers, telephone +47 93 66 30 00
Harald Dahl, CEO of Codfarmers, telephone +47 90 11 92 82

Helge Hellebust, chair of ACF, telephone +47 93 20 25 50
Ivar Kvangardsnes, CEO of ACF, telephone +47 916 89 295