Private placement of shares, conversion of convertible bonds and amended convertible bonds agreement

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Codfarmers ASA has decided to conduct a share issue in a private placement directed towards professional Norwegian and international investors in the period from 25 June to 8:00 on 26 June 2009. Period may close earlier or be extended at the bookrunner's discretion. The total gross proceeds from the private placement are expected to be between NOK 30 million and NOK 50 million. The minimum subscription and allotment amount in the share issue is an amount in NOK equal to Euro 50,000. In conjunction with the private placement the Company will seek to restructure the Company’s outstanding convertible bond through an exchange offer to the bondholders. The exchange offer will consist of a debt reduction of NOK 50 million through conversion of bonds in to shares in the Company. The terms and conditions for the remaining loan amount will be amended with inter alia an extended maturity date and increased flexibility for Codfarmers to elect to pay interest in kind by issuing additional bonds. Codfarmers has obtained pre-commitment for subscriptions in the amount of NOK 15 million in the private placement in connection with the agreed acquisition of shares in NAP Marine AS, as disclosed by the Company in a separate stock exchange release today. The purpose of the above transactions is to ensure that the Company has sufficient financial capacity and liquidity, as well as to reduce its overall debt obligations. The exchange offer to the bondholders in the 15% Codfarmers ASA Senior Unsecured Convertible Bond Issue 2007/2011 entails that upon completion, the exchange offer will lead to an overall debt reduction of Codfarmers by NOK 50 million through a conversion of bonds into new shares with a minimum aggregate subscription price of NOK 34.5 million depending on the subscription price in the private placement. In addition, the term of the remaining NOK 50 million convertible loan will be extended by two years until November 2013. Completion of the exchange offer is subject to a bondholder resolution being passed with two-thirds majority at the bondholders meeting with at least 50% attendance to establish a quorum. The Company has already obtained pre-acceptances from bondholders holding more than two-thirds of the bonds. A bondholders’ meeting is expected to take place on or around 6 July 2009. The amended convertible bond loan will carry a 10% coupon rate per annum in the extended period, with a step up to 15% in any interest period Codfarmers elects to pay interest in kind by issuance of additional bonds. Following the private placement, the Company will also carry through a rights issue (“repair issue”) of up to 2 million new shares with non-transferable subscription rights. The subscription price in the rights issue will be the same as in the private placement of shares referred to above. The Company’s shareholders as of 25 June 2009 will receive subscription rights based on their shareholding as of that date. Investors being allotted shares in the private placement will not be entitled to use or transfer any subscription rights allotted to them. The private placement and the exchange offer to the bondholders are mutually subject to the completion of both transactions, and subject to being approved by an extraordinary general meeting of the Company (EGM), as well as Oslo Børs approving a combined listing prospectus for the private placement shares and conversion shares to the bond holders and a offering prospectus for the rights issue. The Company will call for the EGM to be held on or about 10 July 2009. The shares and bonds to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the `U.S. Securities Act`), or any state securities laws, and will be offered within the United States only to qualified institutional buyers (`QIB`), as defined in Rule 144A under the U.S. Securities Act (`Rule 144A`) in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The shares and bonds to be offered will be subject to certain restrictions on transfer. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Codfarmers ASA has retained DnB NOR Markets as manager and NRP Securities as co-manager, to advice and effect the contemplated private placement. NRP Securities has been retained as manager to advice and effect the contemplated exchange offer to the bondholders in the Company’s convertible bond. This information is subject of the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act (vphl. § 5-12). Oslo, 25. June 2009 Codfarmers ASA For further information, please contact: Michael Malling CEO - phone: +47 22 40 33 94 Harald Dahl COB – phone: +47 90 11 92 82 or DnB NOR Markets Per Even Hauge – phone: +47 22948127 Karl Johan Standal – phone: +47 22948124 NRP Securities ASA Nicolay Friis Partner – phone:. +47 23 23 85 44