AKVA group ASA: Independent statement related to the voluntary cash offer by Pontos Bidco for the shares in AKVA group

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA AND SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Reference is made to today's announcement regarding the launch of the recommended voluntary cash offer (the "Offer") to acquire all issued and outstanding shares (the "Shares") of AKVA group ASA ("AKVA" or the "Company") by Pontos Bidco AS (the "Offeror"), a Norwegian private limited liability company indirectly owned by Yanmar Holdings Co., Ltd. ("Yanmar"), for a cash consideration of NOK 161 per Share and commencement of the offer period, as further described therein.

Pursuant to section 6-16 of the Norwegian Securities Trading Act, the Board of Directors of AKVA shall provide a statement on the Offer. The Financial Supervisory Authority of Norway, in its capacity as take-over supervisory authority, has decided that the statement on the Offer shall be issued by an independent expert and not by the Board of Directors of the Company, and that such statement can be issued by PricewaterhouseCoopers AS ("PwC") on behalf of AKVA, in accordance with section 6-16 of the Norwegian Securities Trading Act.

The statement by PwC is appended to this announcement.

Dated: 6 November 2026

For further information, contact:
Knut Nesse, CEO of AKVA group
Telephone: +47 91 37 62 20
E-mail: [email protected]

Ronny Meinkøhn, CFO of AKVA group
Telephone: +47 98 20 67 76
E-mail: [email protected]

About AKVA group ASA
AKVA group ASA is a global technology and service partner that delivers technology and services that help solve biological challenges within the aquaculture industry. Good operational performance and fish welfare ensure sustainability and profitability for the customer. This is the premise for everything we deliver, from single components to services and complete installations. In-depth aquaculture knowledge, extensive experience and a high capacity for innovation characterize and enable us to deliver the best solutions for both land-based and sea-based fish farming.

About Yanmar
Headquartered in Osaka, Japan, and founded in 1912, Yanmar was the first ever to succeed in making a compact diesel engine of a practical size in 1933. A pioneer in diesel engine technology, Yanmar is a global innovator operating across several business domains, including large commercial marine and land-use engines, marine propulsion systems for recreational and light-duty commercial applications and related accessories, energy systems, industrial engines, agricultural machinery, compact construction equipment, and components. Guided by its Brand Statement, "A Sustainable Future - New Value Through Technology," Yanmar provides advanced solutions to the challenges customers face on land, at sea, and in the city, working towards realizing a sustainable future.

IMPORTANT INFORMATION

The terms and conditions of the Offer are governed by Norwegian law and carried out in conformity with the requirements of Norwegian law. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance form will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where it is prohibited by applicable law, including, without limitation, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa and South Korea, or any other jurisdiction in which it would be unlawful. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review "Notice to U.S. Holders" below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is for information purposes only and is not an offer or a tender offer document and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information to be provided in the Offer Document. The Offer will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Forward-looking statements

This announcement, oral statements made regarding the acquisition contemplated by the transaction agreement (the "Acquisition") or the Offer, and other information published by AKVA, Yanmar or the Offeror, contain information and statements that may constitute "forward-looking information" or "forward-looking statements" under applicable securities legislation ("forward-looking statements"). Forward-looking statements are not historical facts and are generally, but not always, identified by words such as "will", "plans", "expects", "is expected", "estimates", "forecasts", "projects", "intends", "anticipates", "aims", "targets" or "believes", or variations or negatives of such words, or by statements that actions, events or results "may", "could", "would", "should", "might" or "will" occur or be achieved. Forward-looking statements involve risks, uncertainties and other factors beyond the ability of AKVA, Yanmar and/or the Offeror to predict or control.

All statements other than statements of historical fact that address future events, developments or performance are forward-looking statements. These include statements regarding the expected timing and scope of the Acquisition; the launch and completion of the Offer; the satisfaction or waiver of conditions; and the expected effects of the Acquisition on AKVA, Yanmar or the Offeror. Such statements reflect current expectations and assumptions regarding future business strategies and operating environments.

Although AKVA, Yanmar and the Offeror believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they involve known and unknown risks, uncertainties and other factors, most of which are beyond the control of such parties, that may cause actual results, performance or achievements to differ materially from those expressed or implied.

If one or more of these risks or uncertainties materialises, or if one or more assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Neither AKVA, Yanmar, the Offeror, nor any member of their respective groups, nor any of their respective members, associates, directors, officers or advisers, gives any representation, assurance or guarantee that the events expressed or implied in any forward-looking statement will occur. Readers should therefore not place undue reliance on forward-looking statements.

All forward-looking statements in this announcement are made as of the date hereof and are based on opinions, estimates and information available as of that date. AKVA, Yanmar and the Offeror disclaim any intention or obligation to update or revise such statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing list of risks and uncertainties is not exhaustive.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Share. Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different sections may vary slightly and figures shown as totals in certain sections may not be an arithmetic aggregation of the figures that precede them.

Notice to U.S. Holders

Holders of Shares in the United States ("U.S. Holders") are advised that the Shares are not listed on a U.S. securities exchange and that AKVA is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to file reports with the U.S. Securities and Exchange Commission thereunder.

The Offer is made for the issued and outstanding Shares of AKVA, other than Shares held by AKVA, and is subject to Norwegian disclosure and procedural requirements, which differ from those of the United States. The Offer is made to U.S. Holders as a "Tier I" tender offer under Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the extent applicable and subject to available exemptions, and otherwise in compliance with Norwegian disclosure and procedural requirements, including with respect to the timetable, settlement procedures and timing of payments.

The Offer is made to U.S. Holders on the same terms and conditions as those made to all other holders of Shares to whom the Offer is made. Any information document, including the Offer Document, will be disseminated to U.S. Holders in English on a basis comparable to the method that such documents are provided to AKVA's other shareholders to whom the Offer is made. The Offer is made by the Offeror and no one else. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisor to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law. To the extent required in Norway, any information about such purchases shall be made public in Norway in the manner required by Norwegian law.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this announcement. Any representation to the contrary is a criminal offense in the United States.

It may be difficult for the Company's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Offeror and the Company are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. The shareholders of the Company may not be able to sue the Offeror or the Company or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and the Company and their respective affiliates to subject themselves to a U.S. court's judgment.