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NORWAY ROYAL SALMON (NRS): DEMAND FOR EXTRAORDINARY GENERAL MEETING

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Norway Royal Salmon ASA ("NRS") has today received a letter from NTS ASA ("NTS") with a demand for the convening of an extraordinary general meeting to consider the following matters:

  • Election of a new board of directors
  • A proposal that the general meeting instructs the board of directors to enter into an amendment agreement to the agreement with NTS ASA dated 11 January 2022 regarding acquisition of shares in Salmonor AS, where the deadline for completing the transaction is moved to 15 December 2022.
  • A proposal that the general meeting instructs the board of directors to consider alternative structures to finance the cash consideration in the Salmonor transaction and instructs the board of directors not to complete the Salmonor transaction until Salmar ASA's offer to acquire the shares of NTS ASA has been completed or has lapsed.
  • An instruction that the board of directors of NRS Farming AS must consist of  the same shareholder-elected members as the board of directors of NRS in the period to and including 15 December 2022.
  • Proposal for an investigation in the process relating to the planned share issue in NRS.

Salmar ASA has made an offer for NTS where one of the conditions is that the Salmonor transaction is not completed.

As stated in the stock exchange notice dated 17 March 2022, the independent board of directors of NRS at that time considered that that Salmonor transaction will create significant shareholder value in NRS. On this basis, an extraordinary general meeting of NRS has been scheduled for 7 April 2022 to consider a proposal for a share issue to finance the Salmonor transaction.

The current board of directors of NRS was elected at an extraordinary general meeting on 17 March 2022 following a demand from NTS. The new board has concluded that Roald Dolmen and Lilian Bondø are disqualified from participating in matters related to the Salmonor transaction given their ownership positions in NTS and prior acceptance of SalMar ASA's voluntary offer for the shares in NTS. NTS expresses in its letter to NRS that they are of the clear opinion that Dolmen and Bondø are not disqualified in relation to the planned share issue.

NRS will in accordance with provisions of the Public Limited Liability Companies Act convene an extraordinary general meeting so that it is held within four weeks from today.