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Company Presentation PRIVATE AND CONFIDENTIAL Second quarter and first half 2026 results 28 August 2026
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This presentation contains certain forward-looking information and statements. Such forward-looking information and statements are based on the current, estimates and projections of Proximar Seafood AS (“the Company”) or assumptions based on information currently available to the Company. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. The Company cannot give assurance to the correctness of such information and statements. These forward- looking information and statements can generally be identified by the fact that they do not relate only to historical or current facts. Forward- looking statements sometimes use terminology such as "targets", "believes", "expects", "aims", "assumes", "intends", "plans","seeks", "will", "may", "anticipates", "would", "could", "continues", "estimate", "milestone" or other words of similar meaning and similar expressions or the negatives thereof. By their nature, forward-looking information and statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements that may be expressed or implied by the forward-looking information and statements in this presentation. Should one or more of these risks or uncertainties materialize, or should any underlying assumptions prove to be incorrect, the Company's actual financial condition or results of operations could differ materially from that or those described herein as anticipated, believed, estimated or expected. Any forward-looking information or statements in this presentation speak only as at the date of this presentation. Except as required by the Oslo Stock Exchange rules or applicable law, the Company does not intend, and expressly disclaims any obligation or undertaking, to publicly update, correct or revise any of the information included in this presentation, including forward-looking information and statements, whether to reflect changes in the Company's expectations with regard thereto or as a result of new information, future events, changes in conditions or circumstances or otherwise on which any statement in this presentation is based. Given the aforementioned uncertainties, prospective investors are cautioned not to place undue reliance on any of these forward-looking statements. Disclaimer For more information about Proximar, visit www.proximarseafood.com 2
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Agenda Q2 2026 summary Operational development Financial review 02 03 04 Outlook & Summary05 Introduction01
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Most of Japan’s Atlantic salmon is imported from Norway Proximity to market Short transportation provides significant cost advantage Lower emissions compared to alternative sources 10-year offtake agreement with Marubeni Corporation Major cities in Japan < 6 hours Tokyo Proximar seafood: < 6 hours from harvest to consumer Strong demand for fresh, locally produced salmon
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Pioneer of land-based premium Atlantic salmon produced in Japan 5 Capacity headroom – focus on operational optimization A gradual path to targeted full capacity of 5,300 tonnes, driven by operational optimization and gradually stocking at higher densities No rebuild or material capex expected to reach full capacity Production developing favorably – system works at scale Clear path to EBITDA inflection point with harvest weight improving weekly and on track for 3kg+ near-term High survival rates, good fish health and appetite, growth performance continuing to improve Uniquely positioned in a structurally growing market Direct exposure to large market, with structural demand growth especially among younger generations History of strong price achievement confirming demand for fresh, locally produced salmon Fully operational facility with > 3,200 tonnes harvested since 2024 5,300 tonnes (HOG) annual harvest capacity ~28,000 m2 building size 1,850 tonnes (HOG) harvested YTD 2026 ~ 122 million market population
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A truly Japanese salmon brand with strong traction in a growing market Fresh Domestic Familiar Exclusive Atlantic salmon is relatively new in Japanese diet, with structurally growing market especially among younger generations Japanese consumers value freshness and local origin Fuji Atlantic Salmon is uniquely positioned as fresh and domestically produced Atlantic salmon harvested and delivered within trucking distance in Japan Ten-year sales and distribution agreement covering 100% of the harvest, sold under the Fuji Atlantic Salmon brand Historically received customer interest and premium price achievement observed for market sized fish Encouraging interest also from other markets – initiated trial shipments to Thailand, targeting niche markets, as an additional channel alongside the domestic market Launched in 2024 Serving high-end luxury hotels Own premium brand for retailers 6
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Q2 2026 summary Operational development Financial review 02 03 04 Outlook & Summary05 Agenda Introduction01
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Strategic harvest in Q2 lifting harvest size going forward and underpinning the near-term 3kg+ outlook Q2 2026 SUMMARY Addressed liquidity needs and progressing toward positive operational EBITDA • Waiver secured for Q2 and July sales covenants, reflecting the deliberate harvest strategy and low prices in the Japanese spot market • Secured additional ~MNOK 27 in financing from regional banks • Issued NOK 100 million in new convertible bond and extended syndicated loan maturity (August) • Improved earnings outlook as price achievement is normalizing Market dynamics impacting price achievement expected to improve in H2 • Price achievement in H1 2026 impacted by a weak spot market and low harvest weights • Normalized market conditions expected in H2 for both 2-3kg and 3kg+ segments as import pressure clears, harvest sizes improves and contract share increases • Q2 harvest weights remained low, reflecting the May decision to harvest smaller fish while holding back bigger fish to reach harvest sizes of 3 kg+ • Superior share remained high; survival stable, good fish health, appetite fully normalized and growth performance improving as expected Continued positive biological development 726 tonnes Harvest (HOG) 64 NOK/kg Avg. realized price (net); 3kg+: 75 NOK/kg 99.3 % Superior share 2.56 kg Avg. harvest weight (HOG) 1,730 tonnes Standing biomass (LW) 98.9 % Survival rate in grow-out 8
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* As of 27 of August Q2 2026 SUMMARY Average harvest weight by month vs. 3kg target Monthly avg. harvest weight (kg HOG), January 2026 to date, with the 3kg threshold as a reference line Superior grade share (%) Survival Rate by quarter Survival rate (%) by quarter since first harvest (in Grow-Out) remains high, no material mortality incidents since May 2025 Harvest volume by quarter Harvested tonnes HOG by quarter, second quarter impacted by harvest of smaller fish, also into July 3.0 2,38 2,12 2,29 2,74 2,68 2,22 2,19 2,95 jan.26 feb.26 mar.26 apr.26 mai.26 jun.26 jul.26 aug.26 sep.26 HOG Size (kg) Strategic harvest of smaller fish to free up tank capacity 99 99 99 99 99 99 Q2 25 Q3 25 Q4 25 Q1 26 Q2 26 Q3 26* Evidencing the 98%+ superior over time, demonstrating good fish health and system performance 356 339 697 726 435 Q3 25 Q4 25 Q1 26 Q2 26 Q3 26* 99 98 95 99 98 Q3 25 Q4 25 Q1 26 Q2 26 Q3 26* 9 Stronger biological performance and increased harvest sizes going forward ~
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Q2 2026 SUMMARY • A strong price achievement under normal conditions Proximar's 3kg+ price achievement has historically run well above the Norwegian export benchmark, confirming the business case for locally produced fresh Atlantic salmon • Underperformance in H1 2026 Low share of contracted sales and unstable supply of large fish left Proximar highly exposed to an unusually challenging spot market The Japanese market was specifically impacted by large and irregular imports from Canada and Chile • Prices recovering Reverting towards normalized conditions and gradually aligning with the benchmark as 3kg+ supply stabilizes and contract coverage increases Proximar price achievement vs. Norwegian export price NOK/kg, net 10 Challenging short-term market dynamics, expected normalization toward historic levels going forward 0 20 40 60 80 100 120 140 Q1 25 Q2 25 Q3 25 Q4 25 Q1 26 Q2 26 Jul 26' eAug 26' Proximar 3kg+ Proximar All size Proximar historical 2025 3kg+ avg. ~109 Avg. Oslo FCA, 1Q25 to Q2 2026 ~83
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Q2 2026 SUMMARY * Includes 3.5% import duty, local handling and implied transportation costs (Japan import price less Norway export price). April–June 2026 Japan import prices converted from JPY at Norges Bank monthly average rates. Source: Japan Ministry of Finance, Norges Bank, SSB, FishPool, Euronext, company data. • Import costs remain high, driven by transportation, keeping the landed cost of imported salmon high – Proximar is targeting the benchmark price + premium • Fuji Atlantic Salmon holds a significant structural price advantage by local production & unparalleled freshness 11 High benchmark prices driven by import costs in Japan underpin the near-term price outlook Benchmark price - Import cost of Norwegian fresh Atlantic salmon in Japan NOK/kg, HOG — Norwegian export price plus implied transportation 0 20 40 60 80 100 120 140 160 180 Export price Implied transportation* Forward prices NOK/kg (HOG), NOK/EUR @ 10.9 69 77 92 88 82 83 Q3 2026 Q4 2026 Q1 2027 Q2 2027 2027 2028 Avg. 05.23-06.26 NOK123/kg
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Agenda Q2 2026 summary Operational development Financial review 02 03 04 Outlook & Summary05 Introduction01
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OPERATIONAL DEVELOPMENT Good fish health and appetite across all batches; feeding fully normalized following a short-term operational turbidity-related disruption Consistent low mortality and high superior share Camera AI biomass sampling supports growth expectations and production forecasting, growth curves continue to improve Technical and operational DD conducted in July-August confirming performance, water quality and system capacity Exploring further improvements (non-capex) to feed distribution and feed spill control 1,850 tonnes harvest (HOG) 3,200 tonnes harvest (HOG) 2026 YTD (27 August) Since start of operations 98.2% superior share 97.6%* superior share 97.5%** survival rate in grow out 98.5% survival rate in grow out 13 Strong operational fundamentals and good system capacity for increased volumes * Impacted especially by 2 tanks of underperforming fish in mixed batch ** Excluding incidents
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14 Restricted ability to hold back harvest due to limited available tank capacity • Limited tank capacity has required continuous harvesting to make space for coming batches • Biggest fish taken out continuously, even when below 3kg, simply to free up capacity • Has historically resulted in persistently low average harvest weights Solved through a deliberate strategic harvest of smaller fish from May to July • Prioritizing growth of larger fish by harvesting some smaller fish to free up tank capacity • Larger fish retained and grown to lift harvest sizes above the 3kg+ threshold going forward • Result: gradually back on track; recent samplings and growth performance support the outlook OPERATIONAL DEVELOPMENT 14 On track for stable harvest sizes >3 kg following the successful strategic harvest of smaller fish Successful turnaround demonstrating results – lifting harvest sizes going forward
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OPERATIONAL DEVELOPMENT Camera measurements and harvest result deviations example AI-driven biomass tracking is strengthening operational precision, enabling optimized feeding and more accurate production forecasts 15 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 0-1 kg 1-2 kg 2-3 kg 3-4 kg 4-5 kg 5-6 kg 6-7 kg Harvest Result Camera Forecast Improved accuracy in forecasting by size distribution facilitating more effective production & sales planningSize Distribution (%) tank basis
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Normalized growth performance across later batches Days After Hatching Size (live weight) 2025-4Q 2026-1Q 2026-2Q 2026-3Q,4Q Batches transferred to grow-out after August 2025, reared in improved and stable conditions showing a significant better performance as expected OPERATIONAL DEVELOPMENT 16 Positive growth trend continues, better performance on later batches
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Agenda Q2 2026 summary Operational development Financial review 02 03 04 Outlook & Summary05 Introduction01
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FINANCIAL REVIEW • Sales revenues of NOK 45.9 million impacted by high exposure to a challenging spot market and harvest of smaller fish • Operating costs in-line with expectations • Negative fair value adjustment of biological assets of NOK 24.9 million, reflecting the lower harvest weights and general market prices going forward • Net financials impacted by a MNOK 21.6 currency related realized loss following a conversion of intercompany loan to equity in Proximar Ltd. • Operational EBITDA negative NOK 12.8 million 18 Amounts in 1,000 NOK Revenues still impacted by lower harvest weights and challenging market conditions, continued good cost control P&L Q2 2026 1H 2026 Q2 2025 2025 Operational revenue 45 903 81 970 23 784 99 054 Other revenue incl insurance payout -553 24 061 14 310 43 995 Total revenue 45 350 106 031 38 095 143 049 Operating expenses (excl. depreciation) -58 689 -92 568 -89 392 -248 197 Fair value adjustment of biological assets -24 949 -41 565 -3 948 25 446 EBITDA -38 289 -28 102 -55 245 -79 702 Depreciation -16 077 -32 599 -19 191 -75 916 Net financials -45 071 -66 796 -19 723 -93 114 Earnings before taxes -99 436 -127 497 -94 160 -248 733 EBITDA -38 289 -28 102 -55 245 -79 702 Insurance payout (-) - 553 24 061 0 43 995 Fair value adjustment (FVA) (-) -24 949 -41 565 -3 948 25 446 Other one-offs (+) 23 599 34 088 Operational EBITDA -12 786 -10 598 -27 698 -115 055
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FINANCIAL REVIEW 19 Amounts in 1,000 NOK Current liabilities remain high due to loan maturities in coming 12 months – actively addressing funding needs 3 • Non-current assets of NOK 1,177 million accounted for 87.4% of total assets, reflecting significant investments made in the production facility • Inventory and biological assets stood at NOK 156 million (after fair value adjustment), providing a solid biomass base for the expected harvest plan going forward • Equity stood at NOK 294 million, reflecting the net loss incurred during the production ramp-up phase, corresponding to an equity ratio of 21.8% • Subsequent events addressing current liabilities and liquidity as of reporting date: • Issued new convertible bond and extended maturity of existing convertible bond • Extended syndicated bank loan and regional bank loan maturities Balance sheet 30 June 2026 30 June 2025 31 Dec 2025 Non-current assets 1 177 272 1 384 180 1 262 369 Inventory and biological assets 155 671 120 059 171 197 Other short term and trade receivables 11 828 12 519 27 971 Cash and bank deposits 2 440 9 611 36 743 TOTAL ASSETS 1 347 211 1 526 368 1 498 279 Equity 293 587 223 423 428 981 Non-current liabilities 205 794 132 064 266 533 Current liabilities 847 830 1 170 881 802 765 TOTAL EQUITY AND LIABILITIES 1 347 211 1 526 368 1 498 279 Amounts in 1,000 NOK
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Successfully addressed liquidity needs from H1 2026 • Drawdown of ~NOK 27 million loan from regional banks in Q2 • Successful placement of NOK 100 million convertible bond1 • Proximar intends to invite remaining shareholders and bondholders to subscribe in a subsequent tap issue3 Reduced near-term refinancing risk • Waiver received for Q2 and July sales covenants. Sales covenant removed in updated loan agreement as of August 2026 • Secured 3-month extension of syndicated bank loan, with up to 3 months further extension subject to additional financing of ~MNOK 30 in place by the end of November, or certain progress regarding strategic review • Extended maturity of existing convertible bonds to August 2029 Strategic review initiated to address longer-term refinancing • Process with Nomura initiated in July and planned concluded prior to JAML loan and regional bank loan maturities in December 2026 • Will consider a broad set of solutions, including seeking a long-term industrial investor building on strong interest in Japan Jun Jul Dec Regional loan drawdown New convertible bond issued Extended maturity of syndicate loan4 Aug Sep Oct NovMay Strategic review Refinancing of JAML loan & regional bank loan Possible CB tap issue 3 FINANCIAL REVIEW Instrument Amount Current maturity Status New convertible bond NOK 100m1) August 2029 Existing convertible bond NOK 40m1) August 2029 Short-term shareholder loan NOK 15m Repaid Syndicated bank loan NOK 527m2) November 20264) Regional bank loan NOK 18m2) December 2026 JAML loan NOK 90m2) December 2026 Extended Refinanced Being addressed Completed Debt maturity overview – short-term 20 1) Including roll-over from existing Convertible Bond to new Convertible Bond of MNOK 25 2) Loans denominated in JPY. Used NOK/JPY rate 16.7 as of August 19, 2026 3) With reference to stock exchange announcement on August 3 and August 5, 2026 4) Potential extension of additional 3 months to February 2027, subject to certain conditions Extended Extended Secured loan extensions and initiated strategic review
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FINANCIAL REVIEW EBITDA cost/kg for Q11 and Q2 2026 compared to estimates based on range of annual output NOK/kg 87 81 71 68 65 63 61 56 0 20 40 60 80 100 120 140 1Q 26 2Q 26 3 500 3 750 4 000 4 250 4 500 5 300 Average benchmark price achievement (LTM) NOK 110 Annual harvest volume (tonnes) 1) Q1 2026 cost/kg including NOK 34.1m impairment recognized in Q4 2025 related to underperforming fish in mixed batch 11 (all harvested in Q1) 2) Subject to tax adjustments and may vary. Source: The Norwegian Directorate of Fisheries profitability survey 2024. 21 Unit cost improves with scale and operational efficiency, improvements already seen in Q2 2026 Cost ambition: full facility capacity Average production cost Norwegian farmers (2024 figures2)
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FINANCIAL REVIEWPrice achievement NOK / kg ~3 000 t 3 500 t 4 000 t 4 500 t 5 300 t Cost/kg NOK 81 3) NOK 71 NOK 65 NOK 61 NOK 56 64 1) -17 -7 -1 +3 +8 70 -11 -1 +5 +9 +14 75 1) -6 +4 +10 +14 +19 85 +4 +14 +20 +24 +29 95 +14 +24 +30 +34 +39 105 +24 +34 +40 +44 +49 110 2) +29 +39 +45 +49 +54 EBITDA/kg sensitivity: illustrative effects on profitability • Expected average harvest weight >3kg leading to improved price achievement: 1) Q2 realized price achievement of NOK 75 / kg for 3kg+ compared to NOK 64 / kg total 2) Average benchmark price achievement last 12 months of NOK 110 / kg • Significant cost improvements as volumes increase with an estimated cost of NOK 71 / kg at 3,500 tonnes 3) Q2 average cost of NOK 81 / kg total • On track to near-term positive operational EBITDA* Harvest weight of 3kg+ bringing prices up and costs down Robust business model with significant cost advantage * Assuming stable pricing conditions Closing the gap to positive EBITDA through increased harvest weights 22 ~NOK 70/kg Avg. production cost (EBITDA, 2024 fig) for Norwegian producers ~NOK 30/kg Avg. implied cost of transportation ~NOK 110/kg Reference import price last 12 months
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Agenda Q2 2026 summary Operational development Financial review 02 03 04 Outlook & Summary05 Introduction01
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OUTLOOK • Gradual increase in harvest weights expected going forward and into 2027 • Growth outlook supported by recent Camera AI sampling and third-party technical DD • Continuing efforts to improve and optimize further and changes made to production management and KPIs Avg. harvest weight trajectory (HOG, kg)* Production outlook* Q3 26 2026 Harvest volume (tonnes HOG) ~650 ~3,000 * Estimates are subject to certain assumptions including stable production conditions, variations could also occur due to timing/scheduling 24 2,3 2,6 3,0 Q1 2026 (actual) Q2 2026 (actual) Aug 2026 (actual) September 2026 (expected) Q4 2026 (expected) 2027 target (average) 3 kg (HOG) 3.5kg+ HOG Harvest weights improving weekly – on track for 3kg+
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OUTLOOK 2026 3,000 t Revised forecast for the current year 2028 4,000 - 4,600 t Equivalent to ~70 – 75 kg/m³, capacity confirmed in recent due diligence Target after 2028 5,300 t Equivalent to ~80 kg/m³ Volume indications for 2027, 2028 and 2029 reflect a capacity ambition, not guidance Gradual increase, mostly dependent on operational improvements and optimization in production (including genetics and feed) rather than need for upgrades Technical and operational third-party due diligence concludes there is good capacity in the system Long-term target at 80 kg/m³ has already been achieved on a modular basis; and water quality maintained 25 2027 3,500 - 4,000 t Equivalent to ~65 - 70 kg/m³ A gradual path from 3,000 to 5,300 tonnes, driven by operational optimization
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SUMMARY • Price achievement expected to improve significantly as harvest size increases in-line with plan to reach 3kg+, limiting volatile spot market exposure and aligning with comparable prices of imported Atlantic salmon to Japan • Improved financial performance expected by recovery in prices and positive operational development driving cost down • Updated guidance of ~3,000 tonnes HOG harvest for 2026 • Actively addressed near-term financing needs through loan extensions and successful convertible bond placement, strong support from banks continue • Strategic review initiated to address longer-term refinancing, with process planned concluded by December 2026 26 Positioned for profitability and a positive long-term outlook as harvest weights and production volumes continue to increase
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Q & A
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Consolidated Financial Statements Q2 and H1 2026 2 8
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We hereby confirm that the financial statements for the period from 1 January through 30 June 2026 to the best of our knowledge have been prepared in accordance with IAS 34 Interim Financial Reporting and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Proximar Seafood Group. To the best of our knowledge, the quarterly report gives a true and fair view of the main events during the accounting period and their effect on the accounts for the second quarter and first half year, in addition to a description of the most significant risks and elements of uncertainty facing the Group and description of major transactions with related parties. The board of directors and CEO Bergen, 27 August 2026 FINANCIAL STATEMENTS Statement from the Board of Directors 29
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(Amounts in NOK 1,000) Note Q2 2026 Q2 2025 H1 2026 H1 2025 2025 Revenue 45 903 23 784 81 970 54 031 99 054 Other income 2 -553 14 310 24 061 14 310 43 995 Revenue and other income 45 350 38 095 106 031 68 341 143 049 Cost of materials 27 700 28 199 60 521 50 004 111 645 Changes in biomass 3 -2 713 -7 725 -34 678 -12 803 -34 685 Net fair value adjustment biomass 3 24 949 3 948 41 565 10 420 -25 446 Personnel expenses 9 518 11 431 19 079 20 929 40 022 Depreciation and Amortisation 4, 5 16 077 19 191 32 599 38 290 75 916 Loss on disposal of PPE 2, 4 - 27 379 - 27 379 27 179 Other operating expenses 6 24 185 30 107 47 646 47 293 104 037 Operating expenses 99 715 112 531 166 732 181 513 298 667 - Operating loss -54 365 -74 437 -60 701 -113 171 -155 618 Interest income 1 0 30 21 471 Other financial income 325 145 371 387 5 433 Interest expenses 21 968 18 945 43 324 34 920 95 143 Other financial expenses 23 428 923 23 874 2 729 3 875 Loss before tax -99 436 -94 160 -127 497 -150 412 -248 733 Income tax expense (income) - - - - 5 146 Net loss for the period -99 436 -94 160 -127 497 -150 412 -253 878 Other comprehensive income/loss for the year Items that may be reclassified subsequently to profit or loss: Currency effect on investment in subsidiaries 1 290 -2 111 -5 205 -8 706 -23 014 Currency effect on loans to subsidiaries 18 417 -4 129 -4 277 -14 142 -50 149 Total compre. loss for the financial year, net of tax -79 729 -100 400 -136 979 -173 259 -327 041 Earnings per share: Basic earnings per share 7 -0,19 -0,67 -0,24 -0,66 -1,12 Diluted earnings per share 7 -0,19 -0,67 -0,24 -0,66 -1,12 FINANCIAL STATEMENTS 30 Consolidated statement of comprehensive income
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Note 30 June 2026 30 June 2025 31 Dec 2025 ASSETS Non-current assets Assets under construction 4 9 521 11 655 7 449 Land 4 77 712 88 962 81 811 Property, plant and equipment incl. right-of- use assets 4, 5 1 089 366 1 282 798 1 172 382 Intangible assets 199 238 242 Long term receivables 2 473 527 485 Total non-current assets 1 177 272 1 384 180 1 262 369 Current Assets Inventory 8 980 2 923 9 545 Biological assets 3 146 691 117 136 161 652 Trade receivables 1 595 949 398 Other short term receivables 6 10 233 11 570 27 573 Cash and bank deposits 2 440 9 611 36 743 Total current assets 169 940 142 188 235 910 TOTAL ASSETS 1 347 211 1 526 368 1 498 279 Note 30 June 2026 30 June 2025 31 Dec 2025 Equity and liabilities Equity Share capital 8 52 337 14 217 52 337 Share premium reserve 331 332 223 287 458 828 Other equity 5 753 23 998 5 753 Share based payment 2 041 - 456 Translation differences -97 876 -38 079 -88 394 Total equity 293 587 223 423 428 981 Liabilities Non-current liabilities Convertible bond loan 9 - - 61 377 Non-current interest bearing debt 9 198 697 122 300 92 660 Long term liabilities to related parties 9 - - 104 200 Lease liabilities 5, 9 7 098 9 764 8 296 Total non-current liabilities 205 794 132 064 266 533 Current liabilities Current portion of interest bearing debt 9 769 256 1 093 777 701 157 Current portion of liabilities to related parties 9 - - 15 000 Current portion of lease liabilities 5, 9 3 805 3 652 3 443 Trade payables 44 267 41 176 51 062 Contract liabilities 16 059 20 987 14 705 Public duties payable 22 267 278 Other short term liabilities 14 421 11 023 17 120 Total current liabilities 847 830 1 170 881 802 765 Total liabilities 1 053 624 1 302 945 1 069 299 TOTAL EQUITY AND LIABILITIES 1 347 211 1 526 368 1 498 279 FINANCIAL STATEMENTS Consolidated statement of financial position 31 (Amounts in NOK 1,000)
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Note Q2 2026 Q2 2025 H1 2026 H1 2025 2025 Cash flow from operating activities Loss before tax -99 436 -94 160 -127 497 -150 412 -248 733 Depreciation 4, 5 16 077 19 191 32 599 38 290 75 916 Change trade receivables 4 187 2 376 -1 198 -949 -398 Change other receivables -89 -1 596 17 340 3 686 -12 317 Net fair value adjustment biomass 3 24 949 3 948 41 565 10 420 -25 446 Change in biological asset 3 -2 713 -7 725 -34 678 -12 803 -34 685 Change in inventory -2 347 955 565 1 677 -4 945 Change trade payables -2 751 12 648 -6 795 3 355 13 241 Change in contract liabilities 16 059 20 987 1 354 20 987 14 705 Other accruals etc. 29 725 41 106 22 000 42 159 49 167 Net interest expense 16 888 16 771 36 999 30 900 85 770 Net cash flow from operating activities 548 14 503 -17 746 -12 690 -87 724 Cash flow from investing activities Purchase of property, plant and equipment 4, 5 -5 236 -18 860 -9 423 -48 854 -73 841 Net cash flow from investing activities -5 236 -18 860 -9 423 -48 854 -73 841 Cash flow from financing activities Proceeds from capital increases - - - - 164 217 Proceeds from loans and borrowings 9 27 500 6 866 47 500 50 991 193 366 Transaction costs - -43 - 75 -13 965 Payments on leasing obligations 9 -1 051 -878 -2 095 -2 105 -4 687 Payments on loans and borrowings 9 -21 197 -1 300 -22 765 -3 028 -125 786 Interest received 1 - 30 21 471 Interest paid -15 293 -22 529 -28 097 -35 316 -72 260 Net cash flow from financing activities -10 041 -17 883 -5 428 10 639 141 356 Net change in cash and bank deposits -14 728 -22 239 -32 597 -50 904 -20 209 Cash and bank deposits as at first in period 17 596 32 139 36 743 60 934 60 934 Exchange gain (loss) on cash and cash equivalents -427 -290 -1 706 -419 -3 982 Cash and bank deposits as at last in period 2 441 9 610 2 441 9 611 36 743 FINANCIAL STATEMENTS Consolidated statement of cash flows 32 (Amounts in NOK 1,000)
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Share capital Share premium reserve Other equity Share based payment Translation differences Total equityNote Balance at 1 January 2025 14 217 373 561 23 998 - -15 232 396 544 Loss for the period -253 878 -253 878 Currency effect on investment in subsidiaries* -23 014 -23 014 Currency effect on loans to subsidiaries - -50 149 -50 149 Total comprehensive loss for the period - -253 878 - -73 162 -327 041 Conversion option for issued bond, net of tax 20 348 206 264 -18 244 208 368 Capital Increase 17 772 132 882 150 654 Share based payment 456 456 Balance at 31 December 2025 52 337 458 828 5 754 456 -88 394 428 981 Balance at 1 January 2026 52 337 458 828 5 754 456 -88 394 428 980 Loss for the period -127 497 -127 497 Currency effect on investment in subsidiaries* -5 205 -5 205 Currency effect on loans to subsidiaries - -4 277 -4 277 Total comprehensive loss for the period - -127 497 - -9 482 -136 979 Share based payment 1 585 1 585 Balance at 30 June 2026 52 337 331 332 5 754 2 041 -97 877 293 587 * Currency effect on investments in subsidiaries relates to exchange differences arising from net investment in foreign entities, and are recognized in other comprehensive income. FINANCIAL STATEMENTS Consolidated statement of changes in equity 33 (Amounts in NOK 1,000)
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The Proximar Group is an early-stage Norwegian registered seafood company engaged in land-based fish farming, with its head quarter located in Bergen, Norway. Proximar Group has a production facility for Atlantic salmon close to Mount Fuji, Japan, through the fully owned Japanese subsidiary Proximar Ltd. The Group’s interim consolidated statements for the three months ended 30 June 2026 are prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU). The interim financial statements do not include all of the information and disclosures required by International Financial Reporting Standards (IFRSs) for a complete set of financial statements, and these interim financial statements should be read in conjunction with the group’s Annual Report for the year ended 31 December 2025 and any public announcements made by Proximar Seafood AS during the interim reporting period. The interim report is unaudited and is presented in Norwegian kroner (“NOK”). The Group’s accounting policies adopted are consistent with those applied in the Group’s 2025 Annual Report. FINANCIAL STATEMENTS - NOTES Note 1 – Summary of significant accounting policies 34
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FINANCIAL STATEMENTS - NOTES Note 2 – Loss and related insurance settlement 35 The Group has received insurance compensation for the events reported in 2025. Compensation of total 68 million is received, of which NOK 44 million was recognised as income in 2025. The insurance compensation has been fully recognized as income as of 31 March 2026.
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Valuation of biological asset Biological assets are, in accordance with IAS 41 and IFRS 13, measured at fair value less the associated sales costs, unless the fair value cannot be measured reliably (in which case the cost- method will be applied as for the hatchery and nursery facility). For salmon in the grow-out facility a present value model is applied to estimate fair value. Changes in fair value of biological assets are recognized in the statement of comprehensive income. In the hatchery and nursery facility, biomass is measured at cost less impairment losses. Cost is deemed a reasonable approximation for fair value for eggs and smolt as there is little biological transformation (IAS 41.24). Cost includes purchase price for eggs and direct attributable cost. Fair value of biological assets is calculated based on a cash flow-based present value model. Cash inflows are calculated as fun ctions of estimated volume multiplied with estimated price. Fish ready for harvest (mature fish) is valued at the expected sales price with a deduction of cost related to harvest, transport etc. For fish not ready for harvest (immature fish), the model uses an interpolation methodology where the known data points are the value of the fish when being transferred to the post smolt grow-out facility and when recognized as mature fish. Cash outflows are based on historical data and estimation of known cost categories such as feed, personnel and electricity. In accordance with IAS 41.16, a provision for onerous contracts is recorded by assessing if there are contracts in which the unavoidable costs of meeting the Company's obligations under the contract (where fair value adjustment of biological assets is included in the unavoidable costs) exceed the economic benefits expected to be received. The estimated fair value of the biomass will always be based on uncertain assumptions. Estimates are applied to the following factors: biomass volume, the quality of the biomass, size distribution, costs, mortality and market prices. Assumptions are described in the annual report. The Group received an advance payment from Marubeni of JPY 300 million in Q2 2025. The advanced payment is received under a contract for the delivery of fish scheduled for future deliveries. The contract specifies an estimated volume and an estimated price, however, the final price will be determined upon delivery based on market conditions and/or quality parameters. At period end of March 2026 the advanced payment was offset and there was no contract liability in the balance sheet per March 2026. In April the Group has received an andvanced payment from Marubeni of JPY 300 million. During Q2 2026 additional advance payments of JPY 835 million were received while sales of fish of JPY 862 million were recognised as revenue. At period end of June a total of JPY 262 million (NOK 16 million) is received and recognised as a contract liability under current liabilities in the balance sheet. The contract has been assessed to determine whether it meets the criteria for recognition as an onerous contract in accordance with IAS 37. Under IFRS, a contract is recognized as onerous only when the unavoidable costs of fulfilling the remaining obligations exceed the expected economic benefits of the contractas a whole. Any losses associated with the remaining obligations under the contract have been reflected through the fair value measurement. Accordingly, no separate provision for onerous contracts has been recognized as of the reporting date. FINANCIAL STATEMENTS - NOTES Note 3 – Biological assets (1/3) 36
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Tonnes Volume of biological assets Q2 2026 Q2 2025 H1 2026 H1 2025 2025 Biological assets beginning of period 1 882 1 126 1 949 1 058 1 058 Increase due to production 736 713 1 540 1 169 2 681 Reduction due to harvest/sale -876 -387 -1 716 -774 -1 612 Reduction due to incident based mortality -23 -158 -54 -158 -179 Volume of biomass 1 718 1 295 1 718 1 295 1 949 NOK 1000 Reconciliation of changes in the carrying amount of biological assets Q2 2026 Q2 2025 H1 2026 H1 2025 2025 Biological assets beginning of period 169 025 114 592 161 652 118 718 118 718 Cost to stock in in period * 67 016 52 239 137 485 97 157 224 570 Cost of harvested fish -64 316 -33 615 -102 222 -72 473 -144 047 Mortality for fish in period (incident based mortality)* 13 -10 899 -585 -11 880 -11 750 Net fair value adjustment in period ** -24 949 -3 948 -41 565 -10 420 25 446 Loss due to insufficient growth (related to biofilter incidents) *** -34 088 Currency translation differences in period * -100 -1 232 -8 075 -3 966 -17 197 Total carrying amount of biological assets period end 146 691 117 136 146 692 117 136 161 652 * Changes in biomass in profit and loss is translated to the presentation currency using the average exchange rate for the period. Carrying amount is presented in the presentation currency using the exchange rate at the reporting date. ** Fair value adjustment is calculated using the average exchange rate for the reporting month. *** In 2025, the Company recognized an event driven loss related to the four mixed cohorts with insufficient growth. The affected biomass was fully harvested by 31 March 2026. No remaining inventories relating to the mixed cohorts are recognized as of the reporting date. Until 2025, 31th December the company was in an early stage of the production ramp-up at the facility in Japan and the facility's production capacity was not fully utilized. Cost of production was therefore adjusted for unutilized production capacity. As per 31 December 2025 this adjustment amounted to NOK 37.3 million which was expensed directly in the profit and loss statement. FINANCIAL STATEMENTS - NOTES Note 3 – Biological assets (2/3) 37
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Specification of biological assets Biological assets Number of fish (1000) Biomass (tonnes) Cost of production * Fair value adjustment ** Carrying amount Smolt 1 056 17 20 326 20 326 Non-harvestable fish 1 087 1 702 133 466 -7 101 126 365 Total 30 June 2026 2 142 1 718 153 792 -7 101 146 691 Biological assets Number of fish (1000) Biomass (tonnes) Cost of production * Fair value adjustment ** Carrying amount Smolt 923 18 14 396 14 396 Non-harvestable fish 1 154 1 277 104 141 -1 402 102 739 Total 30 June 2025 2 076 1 295 118 537 -1 402 117 136 Biological assets Number of fish (1000) Biomass (tonnes) Cost of production * Fair value adjustment ** Carrying amount Smolt 1 009 27 19 567 19 567 Non-harvestable fish 1 177 1 922 107 621 34 464 142 085 Total 31 December 2025 2 186 1 949 127 188 34 464 161 652 * Cost of production is presented with exchange rate for the reporting date in this table. Production cost is adjusted for unutilized production capacity in 2025. ** Fair value adjustment is calculated using the average exchange rate for the reporting month. FINANCIAL STATEMENTS - NOTES Note 3 – Biological assets (3/3) 38
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Split between Right-of-use assets and owned assets: H1 2026 H1 2025 2025 Carrying amount RoU-assets 10 993 13 451 11 806 Carrying amount owned assets 1 165 607 1 369 963 1 249 837 Total property, plant and equipment incl. right-of-use assets 1 176 600 1 383 414 1 261 642 Period ended 31 December 2025 Assets under construction Land Buildings RAS Equipment and vehicles Total Cost at 1 January 2026 7 449 81 811 594 063 550 186 145 107 1 378 616 Additions in the year/reclassifications 2 445 - 0 3 401 3 577 9 423 Disposals 0 0 Currency effect* -373 -4 099 -29 762 -27 564 -816 -62 613 Cost at 30 June 2026 9 522 77 711 564 301 526 024 147 868 1 325 426 Accumulated depreciation at 1 January 2026 53 022 40 065 35 693 128 781 Depreciation in the year 11 192 10 974 8 608 30 774 Disposals 0 0 Currency effect* 94 92 78 264 Accumulated depreciation at 30 June 2026 64 308 51 131 44 379 159 819 Net carrying amount at 30 June 2026 9 522 77 711 499 993 474 893 103 489 1 165 607 FINANCIAL STATEMENTS - NOTES Note 4 – Land, property, plant and equipment (1/2) 39 *Currency effect relates to exchange differences arising from net investment in foreign entities
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Year ended 31 December 2025 Assets under construction Land Buildings RAS Equipment and vehicles Total Cost at 1 January 2025 154 177 91 987 643 589 452 865 130 800 1 473 418 Additions in the year/reclassifications -129 672 - 21 671 173 556 22 274 87 829 Disposals -705 -705 Disposals related to biofilter incidents -26 137 -26 137 Currency effect* -17 056 -10 176 -71 197 -50 098 -7 263 -155 789 Cost at 31 December 2025 7 449 81 811 594 063 550 186 145 107 1 378 617 Accumulated depreciation at 1 January 2025 29 623 18 018 16 125 63 767 Depreciation in the year 25 258 24 751 21 837 71 846 Disposals -705 -705 Disposals related to biofilter incidents -958 -958 Currency effect* -1 859 -1 745 -1 564 -5 169 Accumulated depreciation at 31 December 2025 53 022 40 065 35 693 128 781 Net carrying amount at 31 December 2025 7 449 81 811 541 041 510 121 109 414 1 249 837 Note 4 – Land, property, plant and equipment (2/2) 40 FINANCIAL STATEMENTS - NOTES *Currency effect relates to exchange differences arising from net investment in foreign entities
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Proximar Seafood AS leasing agreements consists of buildings and equipment used in the administration. The leasing contract of buildings ended May 2024. Rent agreement starting in April 2025 for office in Bergen is considered as agreement of low value. Proximar Ltd. leasing agreements consists of buildings, machine and vehicles used for personnel and in the operation activities. The leasing contract of buildings has a duration until May 2028. The leasing contract of machines has a duration until July 2027, September 2027, March 2030, April 2030, October 2030, March 2031. The leasing contract of vehicles has a duration until November 2026, January 2027, April 2027 and May 2027. Amounts recognised in the balance sheet The balance sheet shows the following amounts relating to leases: Period ended 30 June 2026 Farming equipment Property Vehicles Total Cost at 1 January 2026 12 796 3 690 458 16 944 Additions in Q1 Additions in Q2 229 1 087 1 316 Adjustment 141 141 Disposals -795 -795 Currency effect* -634 -174 -23 -831 Cost at 30 June 2026 12 391 3 949 435 16 775 Accumulated depreciation at 1 January 2026 2 697 2 208 233 5 138 Depreciation in Q1 542 315 49 906 Depreciation in Q2 528 345 46 919 Disposals -795 -795 Currency effect* -125 -250 -11 -386 Accumulated depreciation at 30 June 2026 3 642 1 823 317 5 782 Net carrying amount at 30 June 2026 8 749 2 126 118 10 993 Economic life 5-6 years 0-4 years 2-3 years Depreciation plan Linear Linear Linear *Currency effect is included in the line item "Property, plant and equipment incl. right-of- use assets" in the balance sheet. Note 5 – Leases (1/3) FINANCIAL STATEMENTS - NOTES 41
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Period ended 31 December 2025 Farming equipment Property Vehicles Total Cost at 1 January 2025 14 034 2 803 1 006 17 843 Additions in Q1 214 131 345 Additions in Q2 139 163 302 Additions in Q3 Additions in Q4 179 179 Adjustment 1 163 1 163 Disposals -127 -784 -911 Currency effect* -1 591 -328 -58 -1 977 Cost at 31 December 2025 12 796 3 690 458 16 944 Accumulated depreciation at 1 January 2025 518 1 170 784 2 472 Depreciation in Q1 620 357 8 985 Depreciation in Q2 623 351 148 1 121 Depreciation in Q3 599 323 54 976 Depreciation in Q4 573 362 51 987 Disposals -127 -784 -911 Currency effect* -236 -229 -28 -493 Accumulated depreciation at 31 December 2025 2 697 2 208 233 5 138 Net carrying amount at 31 December 2025 10 099 1 482 225 11 806 *Currency effect is included in the line item "Property, plant and equipment incl. right-of-use assets" in the balance sheet. Note 5 – Leases (2/3) FINANCIAL STATEMENTS - NOTES 42
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Lease liabilities 2026 2025 Maturity analysis - contractual undiscounted cash flows Less than one year 4 202 3 883 One to five years 7 552 8 922 More than five years Total undiscounted lease liabilities at period end 11 754 12 805 Lease liabilities included in the statement of financial position at period end Current 3 805 3 443 Non-Current 7 098 8 296 Total 10 903 11 739 Amounts recognised in the statement of profit and loss 2026 2025 Interest expense 238 583 Depreciation expense on right-of-use asset 1 825 4 070 Total cash outflows Principal payment 2 095 4 687 Total cash flow in financing activities 2 095 4 687 Interest expense 238 583 Expenses relating to short-term leases 3 225 7 344 Expenses relating to low-value leases 28 49 Total cash outflows in operating activities 3 491 7 976 Additional information / sensitivity analysis 2026 2025 Effect on lease liabilities if the discount rate increases by 1% -169 -210 Effect on lease liabilities if the discount rate decreases by 1% 175 218 Other information The weighted average lessee's incremental borrowing rate applied to lease liabilities recognised in the statement of financial position 4,45 % 4,46 % Note 5 – Leases (3/3) FINANCIAL STATEMENTS - NOTES 43
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Note 6 – Long term receivables FINANCIAL STATEMENTS - NOTES 44 In the process of completing the equipment-installation, the company has paid USD 2.719 million to subcontractors of the company's contractual counterparty to ensure completion as the contractual counterparty has experienced payment difficulties. During 2025, the contractual counterparty entered into an insolvency process aimed at reaching a settlement with its creditors. The Company has formally submitted its claim as part of this process. Based on information received from the appointed process manager, the expected settlement is estimated at approximately 6.8% of the claim amount, subject to final determination for each creditor following completion of the review process. At the reporting date, the review of claims had not been finalised, and there remains significant uncertainty regarding both the final settlement percentage and the timing of payments. Management has assessed the recoverable amount of the receivable based on the information available at year end. In accordance with IFRS 9, the Company has performed a lifetime expected credit loss (ECL) assessment. Given the counterparty’s financial situation, the ongoing insolvency process and the low expected recovery rate, the receivable has been significantly im paired. At year end 2025, a provision for losses of USD 2.719 million was recognised. Due to the continued uncertainty and the absence of a confirmed settlement outcome, no reversal of previously recognised loss allowances has been recognised as of the reporting date. The receivable is denominated in USD, and the loss allowance has been adjusted by NOK 1.7 million as of 30 June due to exchange rate fluctuations. The carrying amount of the receivable at period end reflects management’s best estimate of the expected recovery based on currently available information. Actual recoveries may differ from these estimates depending on the outcome of the ongoing insolvency process.
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Q2 2026 H1 2026 Q2 2025 H1 2025 2025 Profit (loss) for the year -99 436 366 -127 496 571 -94 159 816 -150 412 128 -253 120 425 Weighted average number of outstanding shares during the year 523 372 273 523 372 273 142 172 780 142 172 780 226 203 335 Earnings (loss) per share - basic and diluted (in NOK) -0,19 -0,24 -0,66 -1,06 -1,12 Earnings per share calculation is based on profit/loss in the consolidated financial statement divided by the weighted average of common shares. Note 7 – Earnings per share FINANCIAL STATEMENTS - NOTES 45
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The share capital of NOK 52.337.227,30 consisted of 523.372.273 shares, each with a nominal value of NOK 0.1 at the end of June 2026. All shares carry equal rights. The movement in the number of shares during the year was as follows: 2026 2025 Ordinary shares at beginning of period 523 372 273 142 172 780 Issue of ordinary shares 0 381 199 493 Ordinary shares at 30 June 523 372 273 523 372 273 List of main shareholders at 30 June 2026 and 2025 2026 2025 Shareholder Number of shares Ownership percentage Number of shares Ownership percentage Daimyo Invest AS 62 156 889 11,9 % 62 156 889 11,9 % Grieg Kapital AS 57 598 775 11,0 % 57 598 775 11,0 % Ristora AS 44 111 908 8,4 % 23 442 829 4,5 % DNB Bank ASA 34 993 000 6,7 % 29 997 515 5,7 % Vicama AS 31 368 773 6,0 % 31 368 773 6,0 % Kvasshøgdi AS 26 906 900 5,1 % 26 906 900 5,1 % UBS Switzerland AG 26 627 812 5,1 % 23 905 863 4,6 % Jan Heggelund 15 183 434 2,9 % 24 629 077 4,7 % UBS Switzerland AG 12 800 000 2,4 % 12 600 000 2,4 % Bergen Kommunale Pensjonskasse 10 339 452 2,0 % 10 339 452 2,0 % Nordfjord AS 10 000 000 1,9 % 10 150 000 1,9 % Frederik Wilhelm Mohn 9 289 592 1,8 % 9 289 592 1,8 % GBR Holding AS 7 907 773 1,5 % 7 907 773 1,5 % Helida AS 7 142 000 1,4 % 7 142 000 1,4 % Nordic Alpha AS 6 482 034 1,2 % 3 356 343 0,6 % Sulefjell AS 5 768 782 1,1 % 5 768 782 1,1 % Alden AS 5 000 000 1,0 % 5 000 000 1,0 % Joachim WG AS 4 855 336 0,9 % 4 855 336 0,9 % Nordnet Livsforsikring AS 4 545 207 0,9 % 4 100 110 0,8 % Entreprenør-Direktør`n Holding AS 4 071 677 0,8 % 3 171 659 0,6 % Total number of shares attributed to the largest shareholders 387 149 344 74,0 % 391 163 518 69,5 % The number of shares attributed to the other shareholders 136 222 929 26,0 % 132 208 755 25,3 % The total number of shares issued and outstanding 523 372 273 100,0 % 523 372 273 100,0 % Note 8 – Share capital and shareholders (1/2) FINANCIAL STATEMENTS - NOTES 46
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Shares owned by board members, group management and their related parties at 30 June 2026 Board of Directors Number of shares Ownership percentage Olav Refvik, Nordfjord AS 10 000 000 1,9 % Elisabeth Adina Dyvik 95 000 0,0 % Total number of shares held by Board members 10 095 000 1,9 % Group Management Joachim Nielsen, CEO, Loyden AS 3 700 000 0,7 % Total number of shares held by Group management 3 700 000 0,7 % Note 8 – Share capital and shareholders (2/2) FINANCIAL STATEMENTS - NOTES 47
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During 2025 and 2026, the Group underwent several refinancing processes and obtained extensions of a number of its loan agreements. The Group remains in dialogue with its lenders, and there is a continued need to strengthen the Group’s financing and liquidity. New agreements were entered into during the second quarter, securing additional funds of NOK 27.5 million. The convertible bond has an equity component and a debt component. Transaction costs have reduced the total proceeds received from the issue. The transaction costs have been split between the debt and equity component pro rata. Principal Bonds issued October 2022 250 000 Converted bonds during 2023 -25 800 Bonds sold during 2024 40 000 Converted bonds during 2025 -198 440 Face value at 30 June 2026 65 760 The interest expensed for the year is calculated by applying an effective interest rate to the debt component for the period from issue to year end. The difference between the amount of the debt component at initial recognition and the carrying amount at year end represents the effective interest rate less interest payable accrued in the period. Carrying amount at 31 December 2025 61 377 Interest charged (using the effective interest rate) 1 955 Carrying amount at 30 June 2026 63 332 Note 9 – Borrowings and other current liabilities (1/4) FINANCIAL STATEMENTS - NOTES 48
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Non-current liabilities* Borrowing company Currency 30 June 2026 30 June 2025 31 December 2025 Convertible bond loan Proximar Seafood AS (Norway) NOK - 61 377 Non-current interest bearing debt Proximar Seafood AS (Norway) NOK 104 200 104 200 Loan to financial institution Proximar Ltd (Japan) JPY 82 274 108 309 79 793 Non-current interest bearing debt Proximar Ltd (Japan) JPY 12 222 13 991 12 868 Leasing Proximar Ltd (Japan) JPY 7 097 9 764 8 296 Total non-current liabilities* 205 794 132 064 266 533 Convertible bond loan Proximar Seafood AS (Norway) NOK 63 333 258 019 - Current interest bearing debt Proximar Seafood AS (Norway) NOK 16 990 133 348 15 000 Loan to financial institution Proximar Ltd (Japan) JPY 597 269 7 000 604 658 Bullet credit facility Proximar Ltd (Japan) JPY 91 665 642 943 96 499 Leasing Proximar Ltd (Japan) JPY 3 805 52 467 3 443 Leasing Proximar Seafood AS (Norway) NOK - 3 652 - Current portion of interest bearing debt 773 062 1 097 429 719 600 *Carrying amount includes capitalised borrowing cost. Note 9 – Borrowings and other current liabilities (2/4) FINANCIAL STATEMENTS - NOTES 49
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Payment profile non-current liabilities 2026 2027 2028 - Total At 30 June 2026 Convertible bond loan 65 760 65 760 Non-current interest bearing debt 16 990 104 200 12 222 133 411 Loan to financial institution 574 365 54 925 54 930 684 221 Bullet credit facility 91 665 91 665 Leasing 4 202 4 071 3 481 11 754 Total 687 222 228 956 70 633 986 811 Description of liabilities Currency Interest rate Final maturity Pledges Convertible bond loan NOK 5.0 % January 2027 None Non-current interest bearing debt NOK NOWA 3M + 2.25 % October 2027 Intercompany claims Non-current interest bearing debt NOK NOWA 3M + 2.25 % July 2026 Intercompany claims Loan to financial institution JPY TIBOR + 4.0 % August 2026 All assets Loan to financial institution JPY 6.125 % September 2026 None Loan to financial institution JPY TIBOR + 4.4 % September 2027 Second priority Loan to financial institution JPY TIBOR + 5.0 % August 2028 Second priority Loan to financial institution JPY 1.3 % November 2039 Third priority Loan to financial institution JPY 6.0 % April 2029 Fourth priority Loan to financial institution JPY 5,36 % August 2027 Fifth priority Bullet credit facility JPY 4,12 % December 2026 Shares in Proximar Ltd Non-current interest bearing debt JPY 5.0 % December 2029 None Note 9 – Borrowings and other current liabilities (3/4) FINANCIAL STATEMENTS - NOTES 50
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Credit facility guarantee: The bullet credit facility is guaranteed by Grieg Kapital AS, who is also a shareholder. As security for Proximar Ltd.'s payment obligations, the Guarantor has a first priority pledge of all shares in Proximar Ltd and a first priority pledge of all claims Proximar Seafood AS has towards Proximar Ltd. Credit facility covenants: Covenants of Proximar Seafood AS: reporting of financial statements and / or progress reports at given deadlines. Covenants of Guarantor: to maintain own equity ratio above 50 %, to maintain own total equity above NOK 110 mill, and to maintain liquidity-ratio (ratio of current assets to current liabilities) above 200 % (adjusted for intercompany loans). Loan to financial institution: For the syndicated loan provided by the three Japanese banks, the Group has provided all assets and main contracts as pledge and Proximar Seafood AS is the guarantor. There are reporting requirements at given deadlines. Covenants of syndicated bank loan: A sales covenant requiring the Borrower to ensure that the average sales revenue for the most recent two (2) months under the Offtake Agreement is not less than JPY 400 million (inclusive of consumption tax) became effective from January 2026. As part of the revision of the harvest plan, Proximar proactively requested a waiver from its syndicate banks of the sales covenant for Q1, Q2 and July 2026, and the requested covenant waiver was formally approved by the syndicated bank group. Note 9 – Borrowings and other current liabilities (4/4) FINANCIAL STATEMENTS - NOTES 51
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Note 10 – Material uncertainty relating to going concern FINANCIAL STATEMENTS - NOTES 52 The consolidated financial statement and the Group’s financial statement are prepared on the assumption of going concern. The Group has significant debt maturities scheduled for the next 12 months, see note 9 in the consolidated financial statement, and also face temporary liquidity pressure in the upcoming period due to lower harvest weights in Q1 and Q2 2026. The Group is in active discussions with regards to refinancing of the debt maturities and has strengthened its liquidity position by successfully securing approximately NOK 27.5 million in new loans from Japanese regional financial institutions in May and June. The Group believes that financing and refinancing measures, being addressed, will provide sufficient liquidity and cash flow to meet the Group’s obligations as they become due and, accordingly, are expected to significantly reduce the material uncertainty that may cast substantial doubt on the Group’s ability to continue as a going concern. However, there can be no assurance that the Group will be successful in these efforts. The consolidated financial statements do not include any adjustments that might be necessary if the Group is unable to continue as a going concern.
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Note 11 – Subsequent events FINANCIAL STATEMENTS - NOTES 53 The Group successfully issued a new NOK 100 million convertible bond in August, with maturity in August 2029. This enabled the Group to extend the existing NOK 65 million convertible bonds, which were originally due January 2027, leaving a balance of NOK 40 million with NOK 25 million rolled over into the new CB, until August 2029. The new convertible bond has a PIK interest structure, significantly reducing the Group’s cash interest burden during the period in which the Group is transitioning towards profitability. The Group has successfully secured a 3-month extension of JPY 8.8 billion syndicated bank loan, with up to 3 months further extension subject to additional financing of ~MNOK 30 in place by the end of November, or certain progress regarding strategic review. In connection with the extension, the sales covenant has also been removed. Another loan from a regional bank in Japan due September 2026 was extended until December 2026. In July, the Group entered into an engagement with Nomura to start a strategic review, with the purpose also to address the upcoming refinancing needs. These measures have reduced the Group’s near-term refinancing requirements by extending the maturity of significant debt facilities and lowering cash interest costs, thereby improving liquidity management and financial flexibility.