Codfarmers releases rights issue prospectus, subscription period and trading in subscription rights commences

NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

Codfarmers releases rights issue prospectus, subscription period and trading in subscription rights commences

Codfarmers ASA (“Codfarmers” or the “Company”) has today published the prospectus containing the terms and conditions for a rights issue raising gross proceeds in the range of NOK 54,240,737.20 to NOK 89,999,999.20 (the “Rights Issue”). The prospectus has been reviewed and approved by the Financial Supervisory Authority of Norway.

The Rights Issue:

Rights Issue of minimum 7,976,579 and maximum 13,235,294 new shares in the Company with a nominal value of NOK 1.00 each.

Subscription price:

The subscription price is NOK 6.80 per new share.

Subscription period:

From and including 6 October 2011 to 17:30 hours (CET) on 20 October 2011.

Subscription rights:

Each existing shareholder in Codfarmers registered in the Norwegian Central Securities Depository (the “VPS”) as of 4 October 2011 will be granted one subscription right for 2.55648 existing shares registered as held by such existing shareholder. The first day of trading in the shares excluding subscription rights was 30 September 2011. The number of subscription rights issued to each existing shareholder will be rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one new share in the Rights Issue.

Subscription rights transferred to shareholders registered in the VPS will be fully tradable and listed on Oslo Børs with ticker code “COD T”.

For restrictions in respect of who may be allocated, or permitted to acquire, the subscription rights or to exercise the subscriptions rights, reference is made to Section 5.9 (The Rights Issue–Subscription Rights) and Section 14 (Restrictions on Sale and Transfer) of the prospectus.

Trading period for subscription rights:

On Oslo Børs: From and including 6 October 2011 to 17:30 hours (CET) on 20 October 2011.

The subscription rights are not expected to have commercial value. Subscription rights that are not sold or exercised before 17:30 hours (CET) on 20 October 2011 used will have no value and will lapse without compensation to the holder.

Underwriting:

In connection with the Rights Issue the Company has entered into underwriting agreements with an underwriting syndicate consisting of certain existing shareholders of the Company, who upon and subject to certain conditions that have been fulfilled underwrites the subscription of the new shares to be offered in the Rights Issue, limited upward to new shares resulting in gross proceeds of NOK 54,940,733 (i.e. the subscription of minimum 8,079,519 new shares). If fewer new shares than the minimum number are subscribed for by the end of the subscription period, the underwriters will be allocated the remaining new shares so that the minimum number is subscribed for.

For further information regarding the underwriting reference is made to Section 5.24 (The Rights Issue–The Underwriting) of the prospectus.

Conditions for completion of the Rights Issue:

The completion of the Rights Issue is subject to the condition that the minimum amount of the Rights Issue of NOK 54,240,737.20 is subscribed for (either during the subscription period or in accordance with the underwriting agreements), and that such minimum subscription amount is paid or otherwise settled. In the event the Company goes into bankruptcy before the share capital increase pertaining to the Rights Issue is registered with the Norwegian Register of Business Enterprises, the Rights Issue will not be completed.

If it becomes clear that the above conditions will not be fulfilled, the Rights Issue will be withdrawn. If the Rights Issue is withdrawn or not carried out for any reason, all subscription rights will lapse without value, any subscriptions for, and allocations of, new shares that have been made will be disregarded and any payments for new shares made will be returned to the subscribers without interest or any other compensation. The lapsing of subscription rights shall be without prejudice to the validity of any trades in subscription rights, and investors will not receive any refund or compensation in respect of subscription rights purchased in the market.

Distribution, and availability, of the prospectus:

Subject to applicable local securities laws, the prospectus will be sent by mail to all shareholders in Codfarmers registered in the VPS as of 4 October 2011. The prospectus is also available at www.codfarmers.com, www.dnbnor.no/emisjoner and www.paretosec.no. The prospectus can also be obtained from DnB NOR Markets or Pareto Securities AS by request.

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

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This announcement is not an offer for sale of securities in the United States. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. Codfarmers does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any offering of securities will be made by means of a prospectus that may be obtained from Codfarmers and that will contain detailed information about the company and management, as well as financial statements. Copies of this announcement are not being made and may not be distributed or sent into the United States.

This communication is directed only at persons who (i) are outside of the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (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 activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

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