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  • Norway Royal Salmon ASA (NRS): NTS ASA – Increase of the Offer Price to NOK 240 per in the mandatory offer to acquire Shares in Norway Royal Salmon ASA – extension of the offer period

Norway Royal Salmon ASA (NRS): NTS ASA – Increase of the Offer Price to NOK 240 per in the mandatory offer to acquire Shares in Norway Royal Salmon ASA – extension of the offer period

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This is a copy of the stock exchange announcement from NTS ASA at 21:30 today.

NTS ASA («NTS» or the Offeror») has today agreed to acquire in total 378,883 shares in Norway Royal Salmon ASA (“NRS” or the Company”) at NOK 240 per share, equal to approximately 0.87 % of the total number of issued and outstanding shares in NRS.

95 529 of the shares acquired were acquired from related parties of the NTS CEO Harry Bøe, and 39, 384 of the shares were acquired from NTS Chairman of the Board Odd Reidar Øie and related parties.

The Offeror thus own directly and indirectly, taking into account the prior announced acquisition of shares from Gåsø Næringsutvikling AS and shares acquired in the market during the Offer Period, 16,072,182 shares in NRS (the “Shares”) (equal to approximately 36,89 % of the Shares) and has received acceptances for 5,059 Shares (equal to approximately 0,1 % of the Shares), in total 36,90 % of the issued number of shares and votes in the Company.

Reference is made to the offer document dated 16 July 2021 (the “Offer Document”) for the mandatory offer (the “Offer”) from the Offeror to acquire all the Shares in NRS which are not already owned by the Offeror, Midt-Norsk Havbruk AS or Gåsø Næringsutvikling AS (jointly the “Consolidated Parties”) at NOK 209 per Share (the “Offer Price”). As a consequence of the acquisition of shares at NOK 240 per Share, the Offer Price in the Offer will be increased accordingly. Shareholders in the Company who have already accepted the Offer will also benefit from the increased Offer Price.

The amendment also implies that the offer period will be extended until 26 August 2021 at 16:30 (Norwegian time) pursuant to the Norwegian Securities Trading Act section 6-12 (2) as well as section 4.7 (Amendments to the Offer) and section 4.12 (Acquisitions of Shares outside the Offer) in the Offer Document. As a consequence of the extension of the Offer Period, the settlement period may be amended accordingly.

The remaining terms of the Offer will be unchanged. The terms of the Offer are described in the Offer Document, including a description of the procedure for acceptance of the Offer and detailed description of the settlement procedure, with the addition of the amendments described here. Received acceptances continues to be binding, and it is not necessary for shareholders who have accepted the Offer to undertake any further actions in order to confirm already submitted acceptances. Shareholders who wish to accept the Offer, and who has not already done this, must complete and accept the acceptance formular included in the Offer Document within 26 August 2021 at 16:30 (Norwegian time).

The amended offer and bank guarantee must be approved by the Oslo Stock Exchange as take-over authority. A separate announcement will be made when this is in place.

The Offer Document is, subject to regulatory limitations in certain jurisdictions, available at www.danskebank.no/NRS. Danske Bank, Norwegian Branch and Nordea Bank Abp, filial i Norge are acting as financial advisors to the Offeror in connection with the Offer. Arntzen de Besche Advokatfirma AS is the Offerors legal advisor in connection with the Offer.

For further information, please contact the following persons with the Offeror:

Financial and Administrative Manager, Roar Myhre, +47 477 08 800.

This information is subject to the disclosure requirements in Regulation EU 596/2014 and the Norwegian Securities Trading Act § 5-12. The announcement is published by Hedvig Jakobsen, CFO, on behalf of NTS ASA, at 21:30 11 August 2021.