Pelagia Holding AS Bond Investor Presentation November 2020

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Pelagia Holding AS Bond Investor Presentation November 2020
Pelagia Holding AS
Bond Investor Presentation

November 2020
Pelagia Holding AS Bond Investor Presentation November 2020
Disclaimer (I/II)

THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES
OF AMERICA, ITS TERRITORIES OR POSSESSIONS, AUSTRALIA, CANADA, JAPAN, HONG KONG OR SOUTH AFRICA OR TO ANY RESIDENT THEREOF, OR ANY
JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. THIS DOCUMENT IS NOT AN OFFER OR AN INVITATION TO BUY OR SELL SECURITIES.
This presentation (the "Presentation") has been prepared by Pelagia Holding AS (the "Issuer") solely for information purposes for use in presentations to potential investors in connection
with the contemplated offering of senior unsecured bonds (the "Bonds") by the Issuer. The joint managers for the contemplated offering of the Bonds are DNB Markets, a part of DNB Bank
ASA and Pareto Securities AS (jointly the "Managers"). This Presentation and its contents are strictly confidential and shall not (in whole or in part) be reproduced, distributed or passed on,
directly or indirectly, to any other person (excluding investment professional's advisers) without the prior written consent of the Managers or the Issuer.
Only the Issuer and the Managers are entitled to provide information in respect of matters described in this Presentation. Information obtained from other sources is not relevant to the
content of this Presentation and should not be relied upon.
This Presentation is for information purposes only and does not in itself constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein.
This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Issuer and its subsidiaries (the "Group") and/or the industry
in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes",
"expects", "predicts", "intends", "projects", "plans", "estimates", "anticipates", "targets" and similar expressions. The forward-looking statements contained in this Presentation, including
assumptions, opinions and views of the Group or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause
actual events to differ materially from any anticipated development. Neither the Issuer, nor any of its parent or subsidiary undertakings or affiliates or any such person's directors, officers,
employees, advisors or representatives (collectively, the "Representatives") provides any assurance that the assumptions underlying such forward-looking statements are free from errors,
nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Issuer
and its Representatives assume no obligation, except as required by law, to update any forwards-looking statements or to confirm these forward-looking statements to the Group's actual
results. The Presentation must be read in conjunction with other offering material, including the term sheet and application Form.
This Presentation has only been made and shall only be made available to a limited number of prospective investors (the "Recipients"). The Recipients are reminded that the Presentation
contains confidential and sensitive information. By accepting this Presentation, each Recipient agrees to cause their respective Representatives to equally observe the commitments
described in this notice and to use the Presentation only to evaluate an investment in the Bonds and not disclose any such information to any other party.
An investment in the Bonds involves a high level of risk, and several factors could cause the actual results or performance of the Issuer to be different from what may be expressed or
implied by statements contained in this Presentation. Each Recipient acknowledges that it will be solely responsible for its own assessment of the market and the market position of the
Issuer, and that it will conduct its own analysis and be solely responsible for forming its own view of the potential future performance of the Issuer and the Group's business. The content of
this Presentation shall not be construed as financial, legal, business, investment, tax or other professional advice. Each Recipient should consult with its own professional advisers for any
such advice. Each Recipient must carefully read and consider the risk factors described in slides 54 to 61 of this Presentation.

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Pelagia Holding AS Bond Investor Presentation November 2020
Disclaimer (II/II)

No external due diligence investigations (neither legal, commercial nor technical) have been carried out by the Managers or by any other parties in connection with the Bonds. The
Recipients acknowledge and accept the risks associated with the fact that only limited investigations have been carried out. The information contained in this Presentation has been
obtained from the Issuer or its Representatives. While the information herein is believed to be correct, in all material respects, the Issuer and the Managers, including their respective
Representatives (the "Covered Persons"), make no representation or warranty, expressed or implied, as to the fairness, accuracy or completeness of the information contained in this
Presentation, or regarding any other additional information which has or will be made available to the Recipients in connection with any investment in the Bonds. Accordingly, no Covered
Person accepts any liability whatsoever for any loss of any nature arising from use of this Presentation or its contents or the additional information referred to above or otherwise arising in
connection therewith, except as may follow from mandatory law.
The Presentation reflects the conditions and views as of the date set out on the front page of this Presentation. The information contained herein is subject to change, completion, or
amendment without notice. In furnishing this Presentation, no Covered Person undertakes any obligation to provide the Recipient with access to any additional information.
THIS PRESENTATION HAS NOT BEEN REVIEWED BY OR REGISTERED WITH ANY PUBLIC AUTHORITY OR STOCK EXCHANGE, IS NOT A KEY INFORMATION DOCUMENT
("KID") UNDER THE REGULATION 2016/653/EU (THE "PRIIPS REGULATION") AND DOES NOT CONSTITUTE A PROSPECTUS UNDER THE EU PROSPECTUS DIRECTIVE
(DIRECTIVE 2017/1129/EU), AS AMENDED. NEITHER THE ISSUER, NOR ANY MANAGER, HAS AUTHORIZED ANY OFFER TO THE PUBLIC OF SECURITIES, OR HAS
UNDERTAKEN OR PLANS TO UNDERTAKE, ANY ACTION TO MAKE AN OFFER OF SECURITIES TO THE PUBLIC REQUIRING THE PUBLICATION OF AN OFFERING
PROSPECTUS, IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE EU PROSPECTUS DIRECTIVE (DIRECTIVE 2017/1129/EU), AS
AMENDED. NO OFFER OF ANY SECURITIES IS DIRECTED TO PERSONS IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE IN VIOLATION OF APPLICABLE LAWS OR
WHOSE ACCEPTANCE OF SUCH AN OFFER WOULD REQUIRE THAT (I) FURTHER DOCUMENTS ARE ISSUED IN ORDER FOR THE OFFER TO COMPLY WITH LOCAL LAW OR
(II) REGISTRATION OR OTHER MEASURES ARE TAKEN PURSUANT TO LOCAL LAW.
Please also note that the Issuer following the bond issue may publish a listing prospectus. Such prospectus will include additional information which is not included in this Presentation.
This Presentation and the information contained herein do not constitute an offer of securities for sale in the United States and are not for publication or distribution to U.S. persons (within
the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "US Securities Act")). The securities proposed to be offered in the Issuer have not been and will not
be registered under the US Securities Act and may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from the registration requirements of the
US Securities Act.
This Presentation is subject to and governed by Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo
District Court as excusive legal venue.
By receiving this Presentation, each Recipient agrees to be bound by the terms and conditions set forth above and represents that it is a qualified institutional or other professional investor
who is sufficiently experienced to understand the aspects and risks related to an investment in the Bonds, and who will obtain additional expert advice where and when needed.

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Pelagia Holding AS Bond Investor Presentation November 2020
Summary of risk factors (I/II)

The following sets out a summary of key risks facing the Group. Before making an investment decision with respect to an investment in the Bonds, investors should carefully consider the
risk factors set forth below and as further described on page 54-61 herein, and all other information set out in the transaction documents, including this Presentation.
RISKS RELATED TO THE INDUSTRY IN WHICH THE GROUP OPERATES
•   The Group operates in a globalized industry where a significant share of its products are exported internationally. As a consequence, the prices for the Group's products are affected
    by global supply and demand for seafood.
•   Wild caught fish is a natural resource which naturally fluctuates over time. The total allowable catches of wild caught fish will be limited by the quotas allotted by the Norwegian, United
    Kingdom and Irish governments, and the occurrence of the different fish stocks will additionally fluctuate geographically. Fluctuations of the fish stock can thereby create
    unpredictability in production levels and/or prices for the purchase of raw materials.
•   The Group operates in a global and highly competitive industry, which exposes the Group and its operations to competition from domestic and foreign seafood producers.
•   The industry in which the Group operates in is highly politically influenced. The industry has an environmental footprint which is often debated politically. In this regard, the Norwegian,
    United Kingdom and Irish authorities can impose restriction that limit access to raw material. Furthermore, the access to current and/or new export markets may be limited by the
    authorities.
•   The Covid-19 situation may adversely affect the Group's risk profile, including, but not limited to, logistical and transportation challenges, availability of foreign workers (crew and
    seasonal employees), currency fluctuations and an increase in insurance costs and credit risk.
RISKS SPECIFIC TO THE GROUP AND THE GROUP'S BUSINESS ACTIVITIES
•   The Group is dependent on supply of raw material in order to deliver products to its customers, and no guarantees can be made that the Group will secure sufficient volumes going
    forward. Furthermore, any increase in prices for raw materials could adversely affect the Group's business.
•   Both access to raw material and customers' demand for products are seasonal. As a consequence, there can for certain products sold by the Group be a gap between access to raw
    material and when the products are sold and paid for, resulting in the need of substantial working capital year round.
•   The Group is dependent on retaining and attracting qualified people for its operations, and failure of such could harm its business going forward.
•   Use of technology is becoming increasingly important for the Group to minimize costs and stay competitive, and there can be no guarantees that the Group will be positioned to utilize
    new technology.
•   A significant amount of the Group's annual operating expenses are denominated in NOK, while a significant amount of the Group's total revenue are denominated in other currencies.
    As a consequence, fluctuations in exchange rates could have an adverse effects on the prices for the Group's products, and result in lower profitability for the Group.

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Pelagia Holding AS Bond Investor Presentation November 2020
Summary of risk factors (II/II)

RISKS RELATED TO LAWS AND REGULATION
•   A significant amount of the Group's products are exported, making the Group reliant on continued export to current or new export markets. Additional restrictions in the Group's main
    export markets, or increased toll or other taxes, could affect the Group's ability to supply such markets with its products on favorable terms, if at all.
•   Operations in politically unstable regions and legal systems all over the world may cause business interruptions, reputational damage and compliance risks. The political
    circumstances or inadequacies of the legal systems and law enforcement mechanisms in certain countries in which the Group operates may have a material negative impact on the
    Group's reputation, revenue, cash flows and financial condition.
•   A failure by the Group to meet customer requirements may lower the demand for its products, and exposes the Group to the risk of product liability claims from its customers as well
    as end-consumers. Should any contamination or other food safety issues related to the Group's products occur, this could have both financial and reputational consequences.
•   There is a risk that certain events may occur for which only partial or no indemnity is payable under the Group's insurances.
 RISKS RELATED TO THE BONDS
• The Issuer is a holding company and is dependent upon cash flow from its subsidiaries to meet its obligations, in general and under the Bonds. Even though the Issuer may have
    sufficient resources on a consolidated basis to meet its obligations under its debt agreements, it may not be able to meet such obligations if the Issuer's subsidiaries are unable to
    transfer cash to the Issuer.
• The Bonds will not be secured by any of the Issuer's assets. Your right to receive payments under the Bonds will be effectively subordinated to claims of the Issuer's existing and
    future secured creditors.
• None of the Issuer's subsidiaries will guarantee or have any obligations to pay amounts due under the Bonds or to make funds available for that purpose. Generally, claims of
    creditors of a subsidiary will have priority with respect to the assets and earnings of the subsidiary over the claims of creditors of its parent entity, including by holders of the Bonds.
    The Issuer's creditors (including the holders of the Bonds) will have no right to proceed against the assets of such subsidiary.
• The market price of the Bonds could be subject to significant fluctuations in response to actual or anticipated variations in the Group's operating results and those of its competitors,
    adverse business developments, changes to the regulatory environment in which the Group operates, changes in financial estimates by securities analysts and the actual or expected
    sale of a large number of Bonds, as well as other factors.

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Pelagia Holding AS Bond Investor Presentation November 2020
Issuer characteristics

Issuer characteristics                                                                    Confirmatory / verification work conducted
▪   Pelagia is a producer of pelagic fish products for human consumption, and a           ▪   The Issuer will sign a declaration of completeness and conclude a bring
    supplier of ingredients in all kinds of fish- and animal feed; protein                    down due diligence call with the Managers, among others confirming to the
    concentrate, fishmeal and fish oil                                                        Managers that the marketing material in all material respect is correct and
                                                                                              complete, and that all matters relevant for evaluating the Issuer and the
▪   The Issuer is owned 50% by Austevoll Seafood ASA (listed on OSE: ticker
                                                                                              Transaction is properly disclosed in the marketing material
    “AUSS”) and 50% by Kvefi AS. Kvefi AS is owned 73.371% by Kverva
    Industrier AS and 26.629% by Egersund Fiskeri Investering AS                          ▪   Apart from legal counsel assisting with the bond legal documents, the
                                                                                              Managers have not engaged any external advisors to carry out any formal
    ▪   Board member Gustav Witzøe is the only beneficial owner of the Issuer and has
        an indirect ownership of 36.3% in the Issuer through Kverva Industrier AS             due diligence investigations (neither legal, financial nor commercial)
    ▪   Egersund Fiskeri Investering AS is owned 100% by the Group’s CEO Egil Magne       ▪   2019 annual report is the latest audited financial report and the 3Q’20 is the
        Haugstad                                                                              latest unaudited interim income statement and balance sheet statement
▪   The Group’s shares and debt instruments are not publicly listed. The Bonds
    will be listed on Oslo Stock Exchange in connection with the bond issue
▪   Issuer characteristics:                                                               Overview of advisors to the Manager and the Issuer
    ▪   Issuer name: Pelagia Holding AS
    ▪   Country of registry: Norway
                                                                                          ▪   The law firm Wikborg Rein Advokatfirma AS has assisted the Managers
                                                                                              with respect to Norwegian law in relation to the Transaction and will also act
    ▪   Country of operations: The Group has facilities in Norway, UK, Denmark, Ukraine
                                                                                              on behalf of the Trustee with respect to finalizing the Bond Terms and
        and Ireland and have global sales
                                                                                              relevant documents
    ▪   Headquarter: Bergen, Norway
    ▪   Date of incorporation: 31st May 2013                                              ▪   The Issuer is being advised by the law firm Advokatfirmaet Thommessen
    ▪   Auditor: Pricewaterhousecoopers AS
                                                                                              AS

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Pelagia Holding AS Bond Investor Presentation November 2020
Table of contents
1.   Transaction summary
2.   Introduction to Pelagia
3.   Business overview
4.   Markets
5.   Financials
6.   Risk factors
7.   Appendix

                               7
Pelagia Holding AS Bond Investor Presentation November 2020
1. Transaction summary

                         8
Pelagia Holding AS Bond Investor Presentation November 2020
Summary of the bond terms

Issuer:                                Pelagia Holding AS
Initial issue Size:                    NOK [750-1,000] million
Borrowing limit:                       NOK 1,500 million
Use of Proceeds:                       The net proceeds from the bonds shall be used for general corporate purposes
Tenor:                                 5 years
Status of the Bond:                    Senior unsecured
Issue Price:                           100% (par value)
Coupon:                                3mN + [•]bps, p.a., quarterly interest payments. NIBOR floor at 0%
Amortization:                          The bonds shall be repaid in full at final maturity date at par value
Call Options:                          Make-whole for the tenor of the bonds
                                       General undertakings with respect to inter alia mergers, de-mergers, disposal of assets/business, insurances, arms’ length transactions,
Issuer’s Undertakings:
                                       subsidiaries’ distributions etc., and certain regulations with respect to financial indebtedness, financial support and negative pledge

                                       ▪   Minimum book equity ratio of 30% for the Group
Financial Covenants:
                                       ▪   Interest coverage ratio for the Group > 4.0x
Change of Control:                     Bondholders’ put option at 101% if Austevoll Seafood and Kverva ceases to own and control minimum 2/3 of the shares in the Issuer
Shareholder Equity De-Listing Event:   Bondholders’ put option at 101% if Austevoll Seafood ceases to be listed on an exchange
Listing:                               Oslo Børs within six months after the issue date
Reporting:                             Quarterly (unaudited) within two months and annually (audited) within four months
Trustee:                               Nordic Trustee AS
Governing Law:                         Norwegian law
Joint Lead Managers:                   DNB Markets and Pareto Securities

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Pelagia Holding AS Bond Investor Presentation November 2020
Transaction structure

Comments                                                               Simplified ownership structure
▪    Pelagia is contemplating a NOK [750-1,000]m unsecured
     bond issue                                                                                               Kverva Industrier          Egersund Fiskeri
                                                                                                                    AS                    Investering AS
▪    Use of proceeds is general corporate purposes which                                                      73.371%                            26.629%
     may include among others funding of growth capex,
     acquisitions, repay bank debt and diversify its funding
     sources                                                                 Austevoll Seafood
                                                                                                                           Kvefi AS
▪    Pelagia enjoys significant support from its current lenders                   ASA
     and has in November 2020 agreed terms for a                                       50%                               50%
     refinancing of its existing bank debt
▪    Covenant package in the bond terms aligned with bank
     facilities                                                                                  Pelagia Holding AS
                                                                                                       Issuer
▪    All material debt located in Pelagia Holding AS
▪    Historically strong financial and operational support from
     its owners Austevoll Seafood ASA and Kvefi AS
                                                                       Sources and uses

                                                                       Sources                          NOKm      Uses                                      NOKm
                                                                       Unsecured bond issue         [750-1,000]   General corporate purposes           [750-1,000]

1 Subsidiaries   in the group. 100% owned unless otherwise specified                                                                                           10
Key credit highlights

           Global market leader within production of pelagic fish products

                  Attractively positioned in the value chain with a diversified customer base and product offering

                    Fish as a sustainable and healthy source of protein is a megatrend

                    Clear ESG-profile with focus on 100% utilization of the fish

                  Conservative financial profile with stable financial performance and solid operational cash flow

           Experienced management and backed by supportive owners with leading industry expertise

                                                                                                                     11
2. Introduction to Pelagia

                             12
Today’s presenters

                                 Egil Magne Haugstad                                             CEO                                                 Rolf Andersen                                           CFO

                       ▪   CEO of Egersund Fisk and later Pelagia since 2001                                                        ▪    CFO of Egersund Fisk and later Pelagia since 2012

                       ▪   Previous experience from management positions in                                                         ▪    Previous experience from various positions within
                           Felleskjøpet and Gartnerhallen                                                                                accounting and finance, including CFO of Akva Group
                                                                                                                                         and Director in PWC
                       ▪   MSc in Agriculture and Life Science from NMBU and MSc
                           in Business from BI                                                                                      ▪    MSc and state authorised auditor from Norwegian School
                                                                                                                                         of Economics
                       ▪   Owns 13.3% of Pelagia through Kvefi AS1

1 Kvefi   AS owns 50% of Pelagia. Kvefi AS is owned by Kverva Industrier AS (73.37%), a subsidiary of Kverva, and Egersund Fiskeri Investering AS (26.63%), which is 100% owned by CEO Egil Magne Haugstad         13
Pelagia is a leading global producer of pelagic fish products

Overview                                                                                    Strategically located facilities across three segments
▪     Pelagia is a leading producer of pelagic fish products for human consumption and a
      supplier of fishmeal, fish oil and protein concentrate for animal feed
▪     The Food division exports most of its products, while Feed products are mainly sold    57%      ▪   Fresh
      in the domestic market to fish- and animal feed production                                      ▪   Frozen
▪     Through Epax and the Health division, Pelagia offers concentrated marine-based         Food     ▪   Marinated
      omega-3 fatty acids for dietary supplement and pharmaceutical preparations
▪     Pelagia’s owners are Austevoll Seafood and Kvefi, each holding 50% - Kvefi is in
      turn owned by Kverva Industrier (73.4%) and CEO Egil Magne Haugstad (26.6%)

                                                                                             37%      ▪   Marine protein
                                                                                                      ▪   Marine oil
Strong top-line growth and diversified revenue streams                                        Feed    ▪   Non-marine
                                                                                                          ingredients
        Revenue and EBITDA (NOKm)                     2019 revenue per geography

                                          8 119                      2%
                                6 986                           8%
5 701       6 122     6 369                                          7% 33%                  6%
                                                             22%                                      ▪   Omega 3
                                                                                                          concentrates
      605       663       652       871       649                    29%                     Health
                                                                                                                                            1,200
    2016     2017       2018     2019       LTM        Norway             EU      Africa                                                    FTEs
              Revenue          EBITDA
                                           3Q’20       East Europe        Asia    Other      x% % of LTM 3Q’20 revenue

                                                                                                                                                     14
Pelagia purchases fish and trimmings to create fish-
based products for human and animal consumption

Purchase of whole pelagic fish and trimmings                                                  Sale and distribution of fish,
                                                   Processing of fish and trimmings at
 from fishing vessels, collection of trimmings                                            fishmeal and fish oils through three
                                                    25 processing facilities located in
  from salmon farms in Norway and the UK,                                                     divisions to B2B customers
                                                   Norway, UK, Ireland and Denmark
    and purchase of oil from South America                                                             world wide

Pelagic fish:
▪ Live in the pelagic zone of the ocean, neither
   close to the bottom nor near the shore
▪ Typically swim in schools weighing hundreds of
   tonnes
▪ Key species include Herring, Mackerel, Capelin
   and Blue Whiting

                                                                                                                                 15
The Pelagia group was established to consolidate the Pelagic
fish producer industry

                                                                           ▪ Acquired Domstein       ▪ Health segment           ▪ Acquired 50% of                      Commitment to drive the
    Norway                                                                   Eiendom1 and              established through        Norsildmel and 67%                   marine industry forward
                         A leading producer                                  Scombrus                  the acquisition of         of Distral
    Pelagic
                            of pelagic fish                                ▪ Bodø property sold        Epax                     ▪ Seal Sands UK sale
      AS                                                                                                                                                                    Grow market share through
                                                                           ▪ Increased ownership                                ▪ HC Pelagia Health                         efficient and high-quality
                                                                             in Rossyew to 100%                                   factory in Måløy for                      sourcing
                                                                                                                                  processing of cut-offs
                                                                                                                                  for human
                                                                                                                                  consumption                               Optimize allocation of raw
                                                                                                                                                                            material and by-products

                                                                                                                                                                            Implement operational
   Welcon               A leading producer of protein                                                                                                                       improvement to ensure best
                        concentrate, fish meal and oil
                                                                                  2015         2016           2017           2018       2019          2020
  Invest AS                                                                                                                                                                 in class production

                                                                    2014                                                                                                    Maximize value from raw
                                                                                                                                                                            material aligned with market
                                                                                       ▪ Selje, Egersund and      ▪ Kalvåg facility           ▪ Epax capacity
                                                                                                                                                                            demand
                                                                                         Måløy expansion,           expanded to herring         increase (2019-2021)
                                                                                         increasing capacity        marinated products        ▪ Træna expansion
                                                                                         within mackerel          ▪ Bodø facility upgrade       (freezing and               Increase share of value-
                                                                                         filleting, marinating,                                 storage)               $    added products
                                                                                         freezing and storage
  Egersund               A leading producer
                                                                                       ▪ Killybegs upgrade
   Fisk AS                  of pelagic fish
                                                                                       ▪ Increased Shetland                                                                 Improve global sales reach
                                                                                         ownership to 75%

1 Acquisition   carried out in two steps, partly in 2015 and 2016                                                                                                                                          16
Pelagia is backed by supportive and committed owners with
leading industry expertise
                                                                                                          50%                                                                                                               37%
                                                                                                        ownership                                                                                                         ownership3

▪     Austevoll Seafood is a globally integrated                                                                               ▪    Kverva is a Nordic investment company
      seafood company within pelagic, whitefish and                                                                                 specialising in aquaculture and marine
      salmon, with activities in Norway, Chile, Peru and                                                                            resources, Gustav Witzøe indirectly owns ~93%
      the North Atlantic                                                                                                            of Kverva AS
▪     Investments include ownership and operation of                                                                           ▪    Acts as an active long-term industrial owners,
      fishing vessels, fishmeal factories, canning                                                                                  offering companies knowledge and experience
      plants, freezing plants, salmon farming, trade,                                                                               combined with capital and a dynamic approach
      processing, and sale and distribution of fish                                                                            ▪    Kvefi AS, owned by Kverva Industrier (73.4%)
▪     Listed on Oslo Stock Exchange with a market                                                                                   and Egil Haugstad (26.6%), holds a 50% stake in
      cap of NOK ~16.9bn                                                                                                            Pelagia3

                         Revenue (NOKbn)                                          Market Cap. (NOKbn)                                               Revenue (NOKbn)2
            22,8                  23,3                  22,6                 30                                                                                                    18,8
                                                                                                                                       15,5                  18,0                                            NOK 25.6bn
                                                                             25                                                                                                                              2019 total assets2
                                                                             20
            2018                  2019              LTM Q3 ’20                                                                         2017                  2018                  2019
                                                                             15
                         EBITDA      (NOKbn)1                                                                                                       EBITDA      (NOKbn)2
                                                                             10
             5,2                   4,3                   3,8                  5                                                         3,7                   4,2                   3,8                      NOK 13.5bn
                                                                              0
                                                                                                                                                                                                             2019 book equity2
            2018                  2019              LTM Q3 ’20                Jan 16       Jan 18      Jan 20                          2017                  2018                  2019

1 Before    fair value adjustments related to biological assets                                                                                                                                                                   17
2 Kvarv    AS financials. Kvarv AS owns 93% of Kverva AS which again owns Kverva Industrier AS 100%
3 Kvefi   AS owns 50% of Pelagia. Kvefi AS is owned by Kverva Industrier AS (73.37%), a subsidiary of Kverva, and Egersund Fiskeri Investering AS (26.63%), which is 100% owned by CEO Egil Magne Haugstad
Attractively positioned in the value chain

   Wild catch/ fish                                          Sales and                   Secondary
                                 Processing                                                                       End-customer
    production                                              distribution                 processing

           1                           2                           3                          4                          5
Pelagia buys pelagic fish   The fish is processed by      Finished goods are          Further value-adding    The final product reaches
     from fisheries         Pelagia with by-products    stored and sold world-           processing by           the end-customer
                             being used to produce      wide through external       customers, depending on       through retailers
                                fish meal and oil      distribution, varying with           product
                                                       product and end-market

                                                                                                                                      18
Pelagia contributes to a low carbon footprint and limited waste
generation through 100% utilization of raw material

A low carbon footprint and limited waste generation                                                     Commentary

 CO2 emission of seafood at landing relative to European beef (relative greenhouse                      ▪   Catch, production and transportation of pelagic fish is environmentally
 gas emissions at landing/slaughter per editable yield)                                                     friendly relative to many other food sources with a low carbon footprint and
                                                                                                            efficient utilization of raw materials
                                   Norwegian seafood products
    100%                                                                                                ▪   Fish products have low greenhouse gas emissions relative to other animal
                                                                                                            proteins, with products from pelagic fisheries having an especially attractive
                         Farmed Norwegian
                           salmon has an                                                                    carbon footprint relative to other fish species
                       emission intensity that                              Herring and Mackerel        ▪   Efficient raw material utilization as by-products from production of fish for
                       is 18% of that of beef                                have attractive CO2            human consumption is used to produce fish oil and meal – Pelagia utilizes
                                                                           footprints representing
                                                                                                            100% of the fish, including cut-offs and dead fish form the aquaculture
                                                                           2% of that of beef and
                                                                          ~90% lower than salmon            industry for production of fish oil and fish meal in the Feed segment
                24%
                            18%         14%                                                             ▪   Strategically located processing facilities for food and feed, ensuring high
                                                    7%          6%          4%          2%     2%
                                                                                                            efficiency and limited transport related emissions
                                                                                                        ▪   Pelagia’s production system is subject to various sustainable and
 European Shrimp Salmon                 King     Haddock Saithe             Cod      Herring Mackerel
   beef                                 crab
                                                                                                            environmentally responsible manufacturing standards through several
                                                                                                            certifications - Mackerel, North Sea herring, Norwegian spring spawning
                                                     +                                                      herring and saithe are MSC certified

      Utilization of by-products for fish meal and oil coupled with                                                                 Selected certifications
          optimal employment of production facilities ensures
                    100% utilization of the fish
Source: SINTEF – Greenhouse gas emissions of Norwegian seafood products in 2017 (dated 2020)                                                                                                19
Contributing to the UN sustainable development goals is a
natural part of Pelagia’s business

     SOURCING FROM                                 PROVIDING HEALTH                           CONTRIBUTING TO LOW                           ENSURING SUSTAINABLE
  SUSTAINABLE FISHERIES                          PROMOTING PRODUCTS                           EMISSIONS AND WASTE                             FOOD PRODUCTION

▪ Wild catch and renewable resources          ▪ Pelagia offers products with high          ▪ A significant part of electrical energy is   ▪ Pelagia alone processes enough
  are the basis of Pelagia’s business,          nutritional value contributing to            already from renewable sources and             seafood to feed every person on earth
  the sustainable governance and                improved mental and physical health –        Pelagia is working on replacing fossil         one healthy meal of fish a year
  development of pelagic resources are          products include food and ingredients        energy with renewable energy sources
                                                                                                                                          ▪ Main products come from renewable
  strictly followed by national regulations     to dietary supplements and
                                                                                           ▪ Focus on effective logistics through the       pelagic resources or byproducts from
  and control agencies                          pharmaceutical intermediates
                                                                                             value chain – limited need for                 seafood products
▪ Pelagia sources from sustainable and        ▪ Proven health benefits including             transportation as Food and Feed
                                                                                             facilities are strategically located in      ▪ Pelagia mainly sources fish from wild,
  well managed fisheries, all products          improved inflammatory response,
                                                                                             proximity to one another and suppliers         renewable pelagic stocks which does
  undergo strict quality control ensuring       cardiovascular, cognitive, eye, joint,
                                                                                                                                            not require input factors such as soy
  traceability from catch throughout the        pre-and postnatal health
                                                                                           ▪ Pelagia offers a sustainable product           that could have been used directly for
  value chain
                                              ▪ Pelagia is also committed to the health      with a low carbon footprint and limited        human consumption
▪ Norwegian stock management is                 and safety of employees and                  waste generation
                                                                                                                                          ▪ Contributes to reduced food waste
  considered one of the best systems            encourages staff to participate in
                                                                                                                                            through 100% utilization of the fish and
  worldwide                                     physical activity through Pelagia Active
                                                                                                                                            a longer shelf-life following processing

                                                                                                                                                                                     20
3. Business overview

                       21
Pelagia operates across three divisions

              Segment                                     Food                                        Feed                                  Health

          Share of LTM
                                                    57%                                                            37%                                                   6%
         group revenue1
                                            Processing of pelagic fish for human
                                                                                       Production of fishmeal, fish oil and       Production of high-concentrate omega-3
                                         consumption, mainly mackerel, herring and
             Description                                                             concentrate of fish protein, mainly to the       ingredients for the nutrition and
                                          capelin caught in the Norwegian Sea and
                                                                                        Norwegian aquaculture industry                   pharmaceutical industries
                                                       the North Sea

                                                14                   500                   10                    209                    1                      74
                                             Facilities            Employees            Facilities             Employees              Facility              Employees
   Production footprint
                                           6,800 MT/day             116,000 MT        7,500 MT/day            135,000 MT          3-4,000 MT/year           3 types of
                                            Production            Frozen storage       Production           Meal & oil storage      Production                  oil

                                                           7,3%                        16,6%           16,1%                                                     30,3%
                                            6,1%                          5,8%
                                                                                                                                                    18,3%
                                                                                                                       7,9%
         EBITDA margin                                                                                                              10,8%

                                             2018          2019        LTM Q3’20       2018            2019         LTM Q3’20       2018            2019       LTM Q3’20

    Selected customers

1 LTM   as of 3Q’20, excluding “other”                                                                                                                                     22
Pelagia’s key end products are frozen whole fish, fishmeal
and fish oil and omega 3 oil

             Food                            Feed                          Health

  Fresh, frozen and marinated
     pelagic fish products        Fish meal and fish oil to the     Omega 3-rich oils for the
                                   animal food and fish feed      pharmaceutical and nutrition
  Typically frozen fish in 20kg            industries                     industries
              boxes

                                                                                                 23
Food                         57%

Pelagia Food produces pelagic fish products for human
consumption globally
Pelagia Food                                                                              Value chain
▪   Food is Pelagia’s largest division, representing 57% of LTM revenues                  Northeast Atlantic           Landing and processing
                                                                                           pelagic fisheries              at Pelagia facility
▪   Pelagia Food acquires pelagic fish from the Northeast Atlantic pelagic
    fisheries, refines it and sells products for human consumption globally                                                                              100% fish
                                                                                                                                                  ~22%   utilization
▪   The segment operates 14 modern production and storage facilities located                                                                                               Feed
    strategically close to key fishing grounds along the Norwegian Coast and on           Sourcing through
    Shetland1 in addition to a refining and marinating facility in Skagen,                  auctions and                                          ~78%
    Denmark                                                                                agreement with
                                                                                          fish vessels and
▪   Key species are mackerel, herring and capelin, and product range includes                  trawlers               6,800 MT/day production
    a wide range of frozen (mainly sold in 20kg boxes) and marinated products
▪   95% of the products are exported to the global market, with e.g. Asia and             Key financials (NOKm)
    Africa key markets for mackerel while Eastern Europe and the Middle East
    are important for herring                                                                 Revenue      EBITDA          EBITDA margin

                                                                                                                                +1.9%
                                                                                                                                                                         4 622
                                                                                              3 679            3 667            3 818           3 756    3 970
                                                                                                                                                         290             269
                                                                                                               224                              229
                                                                                                                                 151
                                                                                               120
Magnus Strand                      500            14        6,800 MT/day   Sales to 60+        3.3%            6.1%             3.9%            6.1%     7.3%            5.8%
 Food COO                         FTEs         Facilities    Production     countries
                                                                                               2015            2016             2017            2018     2019          LTM Q3’20
1 77%   ownership in one factory on Shetland                                                                                                                                       24
Feed                                 37%

Pelagia Feed is an important supplier of essential ingredients
for fish- and animal feed production
Pelagia Feed                                                                        Value chain
▪   Feed is Pelagia’s second largest segment, representing 37% of LTM group                                           Landing and processing     Sale to feed producers
                                                                                                                         at Pelagia facility      mainly domestically
    revenues
▪   Pelagia Feed operates 10 facilities for production of fishmeal and fish oil                        Reduced
                                                                                              ~47%       cost
                                                                                    Food
▪   Production facilities with cutting edge technology are located across
    Norway, UK and Ireland to ensure fresh and quality assured raw materials                         Collection and
                                                                                              ~53%     purchase
▪   The segment utilizes trimmings from filleting units in the Food production                        agreements
    segment as raw material for production of feed ingredients, and also
    collects fresh and ensiled by-products from third partiers                                                        7,500 MT/day production

▪   Significant storage capacity in Egersund, Norway approved as a border
    station for importation of protein and oils from third countries                Key financials (NOKm)
▪   Product offering includes 2 different oil types and 6 different meal types
                                                                                      Revenue        EBITDA      EBITDA margin
    which are mainly sold domestically to producers of fish- and animal feed
                                                                                                                      +0.8%                                   3 021
                                                                                      2 413                                                     2 492
                                                                                                                      2 210        2 300
                                                                                                       2 092
                                                                                       597

                                                                           8                           381
                                                                                                                       461
                                                                                                                                    382         401
                                                                                                                                                              238
Arnt-Ove Hoddevik          209            10         7,500 MT/day       Different     24.8%            19.3%          20.9%        16.6%        16.1%         7.9%
    Feed COO              FTEs         Facilities     Production        products
                                                                                      2015             2016           2017          2018        2019       LTM Q3’20

                                                                                                                                                                       25
Health                                                            6%

Epax is a leading global brand of premium omega-3
ingredients to the nutrition and pharmaceutical industries
Pelagia Health (Epax)                                                                               Value chain
▪    Epax is a leading global brand of premium omega-3 ingredients for dietary                                                              Refinement and              Sale of premium
                                                                                                                                         concentration of fish oil     omega-3 ingredients
     supplements and pharmaceutical intermediates to some of the most
     renowned retail brands in the world                                                                             Plan to increase
                                                                                                                -
▪    Pelagia acquired Epax from FMC in 2017 with the aim of increasing the                                           internal sourcing
                                                                                                    Food
     market value of Pelagia’s pelagic resources through a strong brand and new
     production resources and benefit from vertical integration                                                        Fish oil from                                 1 Epax Ultra Concentrates
                                                                                                             ~100%     third parties                                 2 Epax Core Concentrates
▪    Today Epax operates one state-of-the-art factory for refinement and
     concentration of fish oil located in Ålesund, Norway                                                                                                            3 Epax Custommade

▪    Currently close to 100% of the oil is sourced externally, in particular oil from
     omega 3-rich anchoveta purchased from third parties in South America, but
     the ambition is to increase internal sourcing going forward                                    Key financials (NOKm)
▪    The company has a sales and marketing department in Oslo, Norway and                             Revenue        EBITDA       EBITDA margin
     sells products through distribution partners across Europe, Asia and the US                                                                                                     476
                                                                                                                            Pelagia acquired           +38.5%          420
                                                                                                       412
▪    USD 35m invested in production facility 2019-2021, set to double capacity                                              Epax 1 Aug 2017                                          144
                                                                                                                         305                             314
                                                                                                                                         219                            77

                                                                                                                                                          34
 Bjørn Refsum                     74                    1                 3-4,000 MT/day   Global                                                       10.8%         18.3%         30.3%
     CEO                         FTEs                 Facility              Production1    sales
                                                                                                      2015              2016             2017            2018          2019       LTM Q3’20
1 Current   capacity, expected to double after completion of ongoing expansion                                                                                                                26
Diversified sourcing of pelagic fish from the North Atlantic
Ocean and omega 3-rich oil from South America
Sourcing overview                                                                    The sourcing process

   North Atlantic Ocean                                                                     ▪   Blind auctions arranged by Norges Sildesalgslag, a sales
                                                                                                organization owned and operated by fishermen
                                                       Sourcing by specie            Food
                                                                                            ▪   Continuous purchasing, almost 3x per day on average
                                                               Others
                                                   Sand Eel                                 ▪   Highest bidder receives the offered volume
Feed 47% 1.2bn                                                           Trimmings
                  Food                                                                      ▪
           mt 53%                                           10%                                 Electronic auction where catches are registered electronically
                                               Mackerel          28%                            and presented to potential buyers while the vessel is still at sea
                                                          12% 4%
                                                                                            ▪   Buyers must be located within a “bidding area” to ensure
                                                                                                delivery of fresh fish without a decline in quality
                                                             22%   24%
                                                                                     Food
                                                Blue Whiting            Herring             ▪   Separate agreements with trawlers and purse seines (vessels
                                                                                                using large nets)

                                                   Herring                                  ▪   Auction-like process where the supplier compares offers from
                          South America                                                         various processors and delivers to the best buyer
                                                   Mackerel
    Oil from
                                                   Capelin
  anchoveta                                                                          Feed
                                                                                            ▪   Approximately 55% is purchase of fish through auction in
 purchased for                8,000                Blue Whiting                                 Norway and through agreements with trawlers elsewhere
 concentration                 mt
   into Epax                                       Silversmelt                              ▪   Remaining ~45% is fresh and ensiled by-products from
    products                                                                                    harvesting and processing which are collected and transported
                                                   Saithe
                                      Health                                                    to Pelagia for services and handling

                                                                                                                                                                     27
Pelagia’s supply of raw material follows predictable seasonal
patterns for wild catch of pelagic fish
Norwegian catch seasonality measured by round weight (MT)1                                                                                                      Comments
    Share of annual catch, average 2017-2019                 Mackerel           Blue whiting          Herring2                                                  ▪   The high season for pelagic fish catch is the second half of
70%                                                                                          Average ~115,000                              Average                  the year, while high season for capelin catch is in the first half
60%                                                Average ~200,000                           MT mackerel in                             ~165,000 MT
                                                                                                peak month                              herring in peak         ▪   Norwegian spring-spawning herring spawn between February
50%                                                MT blue whiting in
                                                      peak month                                                                             month                  and March, and is at its best and fattiest in the autumn, while
40%                                                                                                                                                                 North Sea herring has its premium catch period in the summer
30%                                                                                                                                                                 before spawning starts in August
20%                                                                                                                                                             ▪   The premium catch period for mackerel is between
10%                                                                                                                                                                 September and November, when it returns from feeding areas
    0%                                                                                                                                                              in the Norwegian Sea to spawning areas in the central North
         Jan          Feb         Mar        Apr          May           Jun            Jul       Aug             Sep         Oct           Nov            Dec       Sea, and to some extent in January
                                                                                                                                                                ▪   Blue whiting is caught mainly in March and April, accounting
Pelagia monthly processing volume 2019 (kMT)                                                                                                                        for 84% of total catch for the species on average from 2017-
                                                                                                                                                                    2019
          Food              Feed3         Total                      Diversification across several species and three divisions
                                                                  ensures relatively stable raw material supply throughout the year                             ▪   Pelagia’s broad access to raw materials from various sources
                                                                                                                                                                    and species ensures high capacity utilization and profitability
                                  140                                                                                                                               throughout the year
                                             110
                                                          94                                                           99               95                      ▪   Pelagia has best access to raw materials from pelagic fish in
    68 65              72                                                                                                          69                               the autumn-/winter months, which is reflected in higher
                                                                        53                       56          59             57
                                                                                      41                                                                            earnings in these months, in particular Q4
                 25                                                                                     31                                           27
                                                                  18                         9
                              3          1            2                        2                                                                 7

     Jan         Feb          Mar         Apr         May          Jun           Jul          Aug        Sep           Oct         Nov           Dec

1 Source: Directorate of Fisheries
2 Herring
                                                                                                                                                                                                                                  28
          includes both Norwegian spring spawning herring and other herring species
3 Includes raw material from associated companies (Hordafor)
Pelagia is by far the largest processor of North Atlantic
pelagic fish with ~1.2-1.3 million MT per year…
The North Atlantic pelagic fish market                                                                           Pelagia raw material processing (kMT)
                                                                                                                                      Estimated market share – North Atlantic Ocean pelagic fish quota2
      Important areas for pelagic fish supply globally                     Barents Sea
                                                                                                                         36.2%                   36.4%                      32.8%                      32.4%                   32.5%
      Strategically located processing facilities
                                                                                                                         1,301                                               1,390                     1,337
                                                                                                                                                   1,169                                                                       1,203
                                     Norwegian
                                        Sea

                                                                                                                         2015                      2016                      2017                      2018                    2019

                                                                                                                    The total tonnage processed by Pelagia is                         Average market share of ~34% last 5 years,
                            North Sea                                                                              comparable to the entire Norwegian salmon                          ~2x the size of the second largest buyer of
North Atlantic                                                                                                                farming industry (2019)                                   pelagic fish in the North Atlantic Ocean
   Ocean                                                      Pelagic fish quotas in the
                                                                North Atlantic Ocean
                                                                                                                                                                                                                ~2x
                                                              Other                                                                                        1 333
                                                                                                                            1 203                                                             34,1%
                                                                        18%
                                                                                 29%
                                                                    6%      2019
                                                                           ~3.7mt
                                                                     18%
                                                                                   16%
                                                                            14%
                                                                                                                                                       Norwegian                                                    Second largest player
                                                                                                                                                    salmon farming1
1 Source:Kontali. Note that voume presented is whole fish equivalent Norwegian salmon farming and raw materials processed for Pelagia                                                                                                  29
2Company estimate of Pelagia’s market share based on total quotas for Mackerel, NVG Herring, North Sea Herring and Blue Whiting in the North Atlantic Ocean including Norway, UK, Iceland, Faroe Islands, Greenland, Russian
Federation and rest of EU
…and has a dominant position in a concentrated market
protected by strong entry barriers…
Competitive environment – raw material for food and feed divisions

        Segment                                       Food                                                Feed                               Key success factors for Pelagia

                                    43%                  46%
                                                                        41%
                                                                                         60%
                                                                                                          46%               50%         ✓
                                                                                                                                        ▪   Unmatched production footprint across
                                                                                                                                            Norway, UK and Ireland, providing the best
    Pelagia market                                                                                                                          overview of the market
      share last 3
    years - Norway1                                                                                                                     ✓
                                                                                                                                        ▪   The only player in Norway with both food
                                                                                                                                            and feed production, enabling synergies
                                    2017                 2018          2019             2017              2018              2019
                                                                                                                                            between divisions

                                      Others
                                                                                            Others
                                                                                                      16%
                                                                                                                                        ✓
                                                                                                                                        ▪   Being the largest player with the biggest
                                                   21%                                                                                      production facilities yields significant
                                                                41%                                                                         economies of scale vs smaller players
                                                                                                  11%
     Market shares                            8%                                                         ~650kt 50%
    2019 – Norway1
                                               8%
                                                     ~754kt
                                                                                                   11%
                                                                                                                                        ✓
                                                                                                                                        ▪   Having the highest volume capacity gives
                                                                                                                                            flexibility and pricing power towards
                                                 9%                                                     12%                                 suppliers
                                                          14%
                                                                                                                                        ✓
                                                                                                                                        ▪   Entry barriers through high capital
                                                                                                                                            intensity, required scale to make money
                              ▪    Concentrated market, with top 7-8 players        ▪   Norwegian market dominated by few players           and long customer relationships
                                   absorbing ~90% of the pelagic volume in Norway       with top 4 having 85-90% market share1
       Comments
                              ▪    No other players with both food and feed         ▪   Some competition from competitors in Iceland,   ✓
                                                                                                                                        ▪   More efficient use of raw material
                                   production                                           Denmark and Faroe Islands

1   Based on Norges Sildesagslag auction numbers                                                                                                                                         30
…resulting in stable performance over time

Key success factors                                                        Quarterly revenue development (NOKbn)
                                                                                                                                                                                                                                                               8.1
 ✓
 ▪    Stable access to raw material                                                 Food             Feed
                                                                                                     6.1 6.1
                                                                                                                     Health                  Total LTM
                                                                                                                                                                       6.1     6.2     6.3     6.2     6.4     6.5     6.6     6.8     6.9     7.4     8.0
                                                                                                                     5.9     5.8     5.8       5.9     6.0     6.0

 ✓
 ▪    Efficient value chain and operational
                                                                                                                                                                                                       2.4                             2.4
      excellence through >100 years                                                                  2.1                             2.1                               2.2                                                                     2.1     2.0
      experience                                                                             1.4                                                                               1.5                             1.6             1.4                             1.6
                                                                            1.3      1.3                     1.3             1.3               1.4     1.2     1.4                     1.3     1.2                     1.4
                                                                                                                     1.1
 ✓
 ▪ Three divisions ensuring maximum
      utilization of raw material

                                                                            Q1’15

                                                                                     Q2’15

                                                                                             Q3’15

                                                                                                     Q4’15

                                                                                                             Q1’16

                                                                                                                     Q2’16

                                                                                                                             Q3’16

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                                                                                                                                                                                                                                                       Q2’20

                                                                                                                                                                                                                                                               Q3’20
 ✓
 ▪    Dominant market position with average
      market share of ~34% on North
      Atlantic fisheries last 5 years                                      Quarterly EBITDA margin
                                                                                                                                                                 12% 13%
 ✓
 ▪    Diversified and global market exposure                                         LTM             12% 12% 11% 11% 11% 11%
                                                                                                                             11% 10% 10% 11% 12% 11% 10% 10% 11%         10%
                                                                                                                                                                             9%                                                                                8%
 ✓
 ▪ Three segments with different
                                                                                    12%
                                                                                             15%                             13%              12%
                                                                                                                                                                               14% 14%
                                                                                                                                                                                                               12%
   fluctuations and risks gives stability                                  10%                       11% 10% 11%                     10%                     11%                                                       10% 11% 11%                     10%
                                                                                                                                                       8% 9%                                           9%
                                                                                                                                                                                                                                                               7%
   and predictability                                                                                                                                                                          4%                                              4%
                                                                            Q1’15

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                                                                                                                                                                                                                                               Q1’20

                                                                                                                                                                                                                                                       Q2’20

                                                                                                                                                                                                                                                               Q3’20
Note: Revenue and EBITDA excluding NOK 105m gain on sale of assets in Q2 2019                                                                                                                                                                                    31
Stable margins that are resilient to price fluctuations

Pelagia has stable margins and is not affected by increasing prices                                                  Comments
                                                                                                                     ▪   Margins are not correlated to prices for
NOK/kg                         EBITDA margin   Norwegian Spring Sprawn Herring          Mackerel          EBITDA %
                                                                                                                         mackerel, herring or other Pelagic species
18                                                                                                             18%
                                                                                                                     ▪   Since Pelagia purchases 40-50% of all
                                                                                                                         pelagic fish sold in the Norwegian auction, it
                                                                                                                         is the most important player in setting the
15                                                                                                             15%       market price towards customers which
                                                                                                                         increases ability to pass on increased fish
                                                                             12,5%                                       prices to customers
12          11,8%                                                                                              12%
                                   10.6%       10,8%                                                                 ▪   Further stability in margins as a result of the
                                                              10,2%
                                                                                                                         diversification effect from being involved in
9                                                                                                              9%        different business segments and products
                                                                                                   8,0%

6                                                                                                              6%

3                                                                                                              3%

0                                                                                                              0%
             2015                  2016        2017            2018              2019        LTM Q3 2020

Source: Norges Sildesalgslag                                                                                                                                               32
Well-invested production platform of 25 facilities with long
operating history and limited capex needs going forward
Production footprint                                                                                      Overview of production facilities
                                                                                                               Food   Feed     Health                                     Capacity
▪       Pelagia has a well-established production footprint with 25 production                                                                            Owned /   Production Storage
                                                                                                          # Division Country Location      Established
        facilities spread across the Norwegian Coast, Denmark, UK and                 NOK 2,176m                                                           leased    (MT/day)     (MT)
        Ireland                                                                                            1                 Honningsvåg       2008       Owned         450      9,000
                                                                                        Book value         2                 Tromsø              -        Leased        420      3,000
▪       Most facilities are owned, while four non-core facilities are leased with                          3                 Lødingen          1993       Leased        650     10,000
        contract expiry in 2022 and 2024                                                                   4                 Bodø              1917       Owned         800     1,4591
                                                                                                           5                 Træna             1952       Owned         450      5,000
▪       Several of the facilities have been modernised substantially over the             ~80%             6                 Ålesund           1920       Owned          -         -
                                                                                                           7                 Liavåg            1979       Owned         650     12,500
        last years, including key Food facilities in Egersund and Måløy and               Owned            8                 Selje             1979       Owned         500      7,500
        significant investment within Feed in 2019                                                         9                 Måløy             1993       Owned         600    28,000
                                                                                                          10                 Måløy             1938       Owned        1,500   25,1001
▪       Majority of facilities have storage capacity, and total capacity can                              11                 Kalvåg            1979       Owned         250      3,400
        absorb ~14 days production                                                     NOK 150m           12                 Austevoll           -        Leased        370      9,000
                                                                                       Maint. capex       13                 Karmsund          1995       Owned        1,500   20,1001
▪       Depreciation of fixed non-current has been in the NOK ~175-215                                    14                 Sirevåg           1985       Owned         300      4,000
        million over the last three years (lifetime of 10-50 years for buildings,                         15                 Egersund          1993       Owned         700      5,000
        5-20 years for machinery and equipment), maintenance capex                       80 days          16                 Egersund          1921       Owned       1,500    17,9601
                                                                                                          17                 Egersund          1919       Owned          -     44,0001
        somewhat lower at NOK ~150 million p.a.                                            Average        18                 Karmøy            1998       Leased        475      5,500
                                                                                      utilization Food2
▪       Replacement cost varies depending on complexity and age of the                                    19                 Skagen            2011       Owned          -         -
                                                                                                          20                 Bressay       early 1900’s   Owned         360         -
        facility, but is estimated to be in the NOK 300-500 million area per unit                         21                 Shetland          1989       Owned        1,000    11,000
        for most of the facilities – significantly higher than current book values      185 days          22                 Aberdeen          1977       Owned         750     7,4301
        of NOK 2.1bn providing a solid asset backing                                       Average
                                                                                                          23                 Greenock          2001       Owned          50      4181
                                                                                                          24                 Grimsby          1930s       Owned         300     2,0701
                                                                                      utilization Feed2
▪       Average utilisation of 80 days for Food and 185 days for Feed in 2019                             25                 Killybegs         1957       Owned         800     5,6601
                                                                                                                                                                      12,825   199,908
1 Including   fish oil, fish meal, FPC, ensiled raw material, raw material and fuel
2 In
                                                                                                                                                                                     33
       2019
Sticky and long term relationships with a diversified and
global customer base
Revenue and customer statistics                                                                              Comments
                                                                                                             ▪   Pelagia has a highly diversified and global customer base due to
                                                                       6% 4%                                     the global market dynamics and Pelagia’s diversification across
                                                                         4% 3%                 60+               the three divisions
                                                                          4%
                    7%
                            2%                        Food                                   Countries       ▪   Norway and EU represented ~61% of 2019 revenue, followed by
                                                                                              globally           Asia with ~22% - the global nature of the market gives flexibility to
         8%                                                                 79%                                  shift supply between geographies and customers when market
                                                33%                                                              dynamics change with a growing middle class globally

                                                                      22%
                                                                              12%             550+           ▪   Top 10 customers accounted for 38% of 2019 revenue, and
                                                                                3%                               largest customers include aquaculture feed producers in Norway
                  2019 revenue                                                3%             Customers           and leading B2C distributors of pelagic fish products
 22%              NOK ~6.9bn1                         Feed                                    globally
                                                                  23%               38%                      ▪   Increased consolidation among customers in recent years is
                                                                                                                 positive for large suppliers like Pelagia
                                                                                           20+ years         ▪   Customer relationships are sticky in nature as Pelagia offers just-
                                                                       13% 8%                                    in-time delivery of large volumes that would take time for
                                                                            5%                Customer           customers to shift to other suppliers – many of the most important
                                 29%                                        5%              relationships
                                                                 22%                                             customer relationships have lasted for more than 20 years
                                                      Health
                                                                                                             ▪   Most credit sales are secured by credit insurance or other
                                                                               48%                               instruments – no losses have been taken on customer receivables
                                                                                              38 %               during Covid-19
                                                         Customer 1         Customer 4
              Norway              EU       Africa                                          of revenue from
                                                         Customer 2         Customer 5    top 10 customers
              East Europe         Asia     Other
                                                         Customer 3         Other

1 Excluding   NOK 105m gain on sale of assets                                                                                                                                        34
4. Markets

             35
Global megatrends driving demand for protein

Population growth…                                              …and economic growth…                                                                                                               ..drive demand for protein
    Billion people                                                                                  140                                                                                                 Million MT

                                                                Protein consumption / capita (kg)
                                                                                                                                                                  United States
                       Upper or middle class                                                                                                                                                                                 +100%
                                                                                                    120                      Malaysia
                                                                                                                                                                         Australia
                                                                                                                                                         Israel                      Norway

                               +29%                                                                                                                      New Zealand                                                                        404
                                                                                                    100        Vietnam
                                                                                                                            Argentina
                                                                                                              China              Chile                          Canada
                                                                                                                          Brazil                        Japan

                                                  9,8                                                80            Russia
                                                                                                                                             United Kingdom
                                                                                                                Peru       Mexico                                                     Switzerland
                 7,6                                                                                 60
                                                                                                              Philippines
                                                                                                                        South Africa
                                                                                                                         Colombia                                                                                    202
                                                                                                                     Ukraine
                                                                                                                     Indonesia           Saudi Arabia
                                                                                                                       Iran Thailand
                                                                                                                    Paraguay
                                                                                                     40        Egypt

                                                 84%                                                             Turkey

                                                                                                     20           Pakistan
                50%                                                                                                Nigeria
                                                                                                                   India
                                                                                                                  Ethiopia
                                                                                                     0
               2017                             2050E                                                     0                                50                                              100                       2017                 2050E
                                                                                                                                  GDP per capita (USDk)

▪     Global population expected to increase with 2.2bn         ▪                                   Strong correlation with GDP per capita and animal                                               ▪     Demand for animal protein expected to increase
      people in 2050 compared to 2017, which alone will                                             protein consumptions                                                                                  with more than 200 million MT from 2017 to 2050,
      drive demand for protein                                                                                                                                                                            corresponding an increase of 100%
                                                                ▪                                   Economic growth in developing countries expected
▪     Majority of population growth expected to come                                                to increase per capita consumption and drive
      from developing countries                                                                     demand for animal protein globally
▪     High growth regions expected to have high
      economic growth leading to increasing middle class

Source: United Nations, IMF, OECD – FAO Agricultural Outlook.                                                                                                                                                                                                36
Fish is a sustainable and healthy source of protein

Consumer preferences are changing                                                                  Fish consumption growth
                                                                                                                                  Fish consumption by country category
                                                                                                    Million MT                                  (kg p.a.)                                    Kg / capita
                                                                                                                                                               24,4
                                                                                                                                                                                     +23mt
                           32% of consumers want to increase their fish consumption                300                                  9,3
                                                                                                                                                   12,6                                                30
                                                                                                   250                             Low-income & Least
                                                                                                                                    food deficit developed
                                                                                                                                                             Developed
                                                                                                                                                                                      191     201      25
                                                                                                   200                                                                   165   178
                                                                                                                                          137                146
                                                                                                   150            117       126                                                                        20
                           2 times / week Recommended fish consumption by                          100
                                                                                                           99
                           international Health Authorities                                                                                                                                            15
                                                                                                    50
                                                                                                    0                                                                                                  10
                                                                                                           1990   1995     2000   2005                    2010          2015   2019 2025E    2029E
                           36% of consumers want to reduce their meat consumption                                           Consumption                               Consumption / capita

                                                                                                                         Fish has favourable health attributes

   Aging & growing                                Health                                 Food         I                               Rich in healthy omega-3 acids
     population                                   focus                                  safety
                                                                                                     II                  Rich in nutrients such as vitamin D and selenium

                                                                               Global megatrends     III                                        High protein content
     Environmental                            Production
                                                                               change consumer
         focus                                efficiency
                                                                                  preferences        IV                                  Low in saturated fat content

Source: FAO, Seafood Report Kantar TNS / Kantar Worldpanel, MOWI Capital Markets Day 2019.                                                                                                             37
Food

Pelagic fisheries – Global

Global pelagic fisheries vs. other fisheries1                                                                       Top global pelagic species
 Million MT                                                                                       Share of total    Million MT (2018)
 90                                                                                                       60%                                                                                                                 18.8
                                                                                                                      7,0
         83
 80
                                                                                                              50%                3,2
 70                                                                                                                                          1,8        1,6          1,6          1,5        1,3        1,0        1,0
         44                                                     Global pelagic fisheries
 60                                                                                                           40%
                                                    represents ~47% of total fish capture
                                                                                                                    Peruvian    Skipjack   Atlantic    Sardine      Pacific     Yellowfin   Scads     Atlantic   Japanese     Other
 50                                                                                                                 anchovy      tuna      herring                   chub         tuna                mackerel    anchovy
                                                                                                                                                                   mackerel
                                                                                                              30%
 40      49                                                                                                         Pelagic fisheries by Ocean
 30                                                                                                           20%   Million MT (2018)
                                                                                                                     23%         16%        14%         11%         10%           8%         6%         3%         3%         6%
 20
                                                                                                              10%     8,8                                                                      Norway is fishing in the
 10                                                                                                                               6,4        5,6                                               Atlantic, Northeast
                                                                                                                                                         4,1         4,0
                                                                                                                                                                                  3,0        2,3                              2,3
   0                                                                                                          0%                                                                                        1,3        1,0
       1950
       1953
       1956
       1959
       1962
       1965
       1968
       1971
       1974
       1977
       1980
       1983
       1986
       1989
       1992
       1995
       1998
       2001
       2004
       2007
       2010
       2013
       2016

                                                                                                                     Pacific,   Pacific,    Pacific,   Atlantic,    Atlantic,    Indian      Indian   Pacific,    Atlantic,   Other
                                                                                                                    Southeast   Western    Northwest   Eastern     Northeast    Ocean,      Ocean,    Eastern    Southeast
              Pelagic marine fish                Other fisheries               Pelagic marine fish share                        Central                Central                  Western     Eastern   Central

Source: FAO
1 Includes only fish (demersal, freshwater, diadromous, pelagic and marine) captured in marine and inland waters.
                                                                                                                                                                                                                                      38
Food

Stable pelagic volumes in the Atlantic Northeast

Atlantic Northeast pelagic fisheries by specie group                             Top Atlantic Northeast pelagic species
 Million MT                                                                      Thousand MT (2018)
 5,0
                                                                                  1 678
 4,5
                                                                                            991
 4,0                                                                                                 501      479
                                                                                                                         129      71       59       45      24        51
 3,5
                                                                                  Atlantic Atlantic European Capelin   Atlantic Atlantic Sardine European Albacore   Other
 3,0                                                                              herring mackerel sprat                horse    chub            anchovy
                                                                                                                       mackerel mackerel
 2,5

 2,0
                                                                                 Atlantic Northeast pelagic fisheries by country
                                                                                 Million MT (2018)
 1,5
                                                                                  22%       11%      10%      8%         8%       5%      5%       4%       4%       23%
 1,0
                                                                                   0,9                                                                                0,9
 0,5
                                                                                            0,4      0,4
 0,0                                                                                                           0,3       0,3
                                                                                                                                  0,2      0,2     0,2      0,2
         2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

       Atlantic herring   Atlantic mackerel   European sprat   Capelin   Other                                                                                       Other

Soruce: FAO.                                                                                                                                                                39
Food

Increasing and stable prices for Pelagia’s main species
within the Food segment
Price development for selected pelagic species1
 NOK / kg                                   Mackerel (whole)          Mackerel (fillet)     Herring (whole)          Herring (fillet)          Herring (processed)
  40

                                                                                                     Price variations has limited impact
  35                                                                                                 on Pelagia’s financials – proven to
                                                                                                           deliver stable margins
  30

  25

  20

  15

  10

    5

    0
           2005           2006          2007            2008   2009     2010         2011   2012     2013       2014        2015        2016       2017       2018   2019   2020 YTD

Source: Export prices from Norwegian Seafood Council.                                                                                                                                  40
Feed

Feed demand fuelled by increasing aquaculture production

Aquaculture will outgrow wild catch1                                                                            Fed aquaculture production experience high growth…
 Million MT                              Wild catch       Aquaculture                                           Million MT                Fed aquaculture2 volumes outpace non-fed volumes
200                                                                                                                                        and represent ~70% of total aquaculture production

                                                                                                                                                                 CAGR 5%
180
                Wild catch volumes have                                                                                                                                                     52      54        56
                                                                                                                                                                    45      48      49
                 stagnated, Aquaculture                                                                                                   38      40      43
160                                                                                                              34          36
               production to fill increasing
                     demand for fish
140

120                                                                                                             2008        2009        2010     2011     2012     2013    2014    2015    2016    2017       2018

100                                                                                                             …leading to increasing demand for aquaculture feed
 80                                                                                                             Aquaculture feed product                   ▪     Aquaculture feed production has experienced
                                                                                                                                                                 increased demand on the back of higher fed
 60                                                                                                                                            26%
                                                                                                                                                                 aquaculture production
                                                                                      CAGR 0.4%
                                                                                                                      30%
                                                                                                                                                           ▪     Aquaculture feed production amounted to 45
 40                                                                                                                                                              million MT in 2018
                                                                                                                                  45mt
                                                                                                                                                           ▪     10% of the feed production in 2018 was used for
 20
                                                                                                                      10%
                                                                                                                                                                 farming of salmonids
                                                                                                                                  13%          21%
   0                                                                                                                                                       ▪     Feed production set to grow as aquaculture
                                                                                                                 Carp             Shrimp        Tilapia
    1990        1995         2000         2005        2010         2015        2020E                    2029E                                                    production grows
                                                                                                                 Salmonids        Other

Source: FAO, OECD – FAO Agricultural Outlook 2020 – 2029, MOWI Salmon Farming Industry Handbook 2020.                                                                                                              41
1 Includes only wild capture volumes for human consumption.
2 Fed aquaculture is production where feed as an input factor is required.
Feed

Salmonids feed is currently the main market for Pelagia

Growing salmonid production…                                         …yield increasing demand for feed                              Salmonid feed ingredients
    Million MT (WFE)                                                     Million MT                                                     Norway 2019            5%
                                                               3,1                                                     4,4                         11%
                            2,8                      2,9                                         4,0        4,1                   24% fish meal
                    2,7                      2,7               0,2          3,9
     2,6    2,6                      2,6                                               3,7
                            0,2                      0,2       0,3                                                     1,1            & fish oil
                    0,2              0,2     0,1     0,3
     0,2    0,2             0,3              0,3                                                 1,0        1,0
                    0,3              0,3                                    0,9
     0,4    0,3                                                                        0,9                                                  13%
                                                                                                                       1,4
                                                                            1,2                  1,2        1,3                                                                       51%
                                                                                       1,0
                                                     2,4       2,6
                    2,2     2,3      2,2     2,3
     2,0    2,0
                                                                            1,7        1,7       1,8        1,8        2,0
                                                                                                                                                    21%

    2012 2013 2014 2015 2016 2017 2018 2019                                 2015      2016       2017      2018       2019                    Veg meal           Veg oil           Fish meal

        Atlantic salmon       Large trout       Pacific salmon                          Norway     Chile   Other                              Fish oil           Avian meal

▪     Moderate growth expectations for the conventional              ▪     Most of the feed in farming of salmonids is produced     ▪     Salmonids should provide proteins, energy and
      Salmonid farming industry driven by natural                          close to where it is farmed                                    essential nutrients to ensure muscle growth, energy
      constraints and biological challenges                                                                                               metabolism and good health
                                                                     ▪     Norway used 45% of the global feed directed
▪     New technologies such as offshore, closed and land-                  towards the salmonid segment in 2019 and Chile           ▪     Fish meal and fish oil are important ingredients to
      based emerging                                                       used 31%                                                       ensure the abovementioned
▪     Robust demand growth and strong prices
Source: Kontali, MOWI Salmon Farming Industry Handbook 2020.                                                                                                                                    42
Feed

Robust market outlook for fishmeal and fish oil

Comments                                         Fishmeal production & price development                                                     Fish oil production & price development
▪    Fish meal and fish oil are                  Million MT                                                                 USD / MT           Million MT                                                                USD / MT
                                                                  Fish meal production                                                                              Fish oil production          Fish oil prices
     produced from raw materials                 8                                               Fishmeal prices                     2 000   1,4
                                                                                                                                                                                          increased 7.9x 2005-2020 YTD
                                                                                                                                                                                                                              2 500
                                                                  Price (Hamburg)         increased 3.5x 2005-2020 YTD                                              Price (Hamburg)
     with limited availability: pelagic          7                Current YTD price                                                  1 800
                                                                                                                                                                    Current YTD price
                                                                                                                                             1,2
     fish not suited for human                                                                                                       1 600                                                                                    2 000
                                                 6
     consumption and by-products                                                                                                     1 400   1,0
     from processed pelagic fish                 5                                                                                   1 200                                                                                    1 500
                                                                                                                                             0,8
▪    Volumes have decreased                      4                                                                                   1 000
                                                                                                                                     800     0,6                                                                              1 000
     historically due to increased               3
     focus on using more volumes                 2
                                                                                                                                     600     0,4
     for human consumption and                                                                                                       400                                                                                      500
                                                 1                                                                                           0,2
     lower catch volumes of small                                                                                                    200
     pelagic species                             0                                                                                   0       0,0                                                                              0
                                                      00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19                                   00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19
▪    Fish meal and fish oil are
     essential feed ingredients for              Production by geography1                                 Application2                        Production by geography1                                Application2
     the growing aquaculture
                                                                6% 1%                                        5% 3%                                            7%                                          8%
     industry
                                                           8%                                                                                            8%
                                                                                                                                                                               34%
▪    Market balance for fishmeal                                                40%                22%                                                                                         23%
     and fish oil has been and
     expected to be tight, resulting                 17%
                                                                                                                                                   21%
     in increasing prices
                                                                                                                         70%                                                                                       69%
                                                                 27%                                                                                               28%
                                                       Asia               Latin America                                                              Asia                Latin America
                                                                                                       Aquaculture        Pig feed                                                                    Aquaculture
                                                       Europe             Africa                                                                     Europe              North America                Human consumption
                                                       North America      Oceania                      Poultry feed       Other                      Africa              Oceania                      Other

Source: FAO, Kontali Analyse, Oil World, IFFO.                                                                                                                                                                                    43
1 Based on 2019 figures.
2 Based on 2017 figures.
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