AKBM: Optional cash offer to the shareholders of Aker BioMarine ASA

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July 16, 2026 - Reference is made to the stock exchange notice by Aker ASA
("Aker") today regarding the proposed merger between Aker BioMarine ASA ("Aker
BioMarine") and Aker Capital NewCo AS ("MergerCo"), an indirect subsidiary of
Aker. 

To facilitate liquidity for Aker BioMarine shareholders who prefer a full cash
exit before completion of the merger, Aker's subsidiary Aker Capital AS ("Aker
Capital") today announces an optional cash offer to acquire all outstanding
shares in Aker BioMarine for NOK 105 per share, as further detailed in this
stock exchange notice. The acceptance period for the cash offer commences today,
16 July 2026. Aker, through Aker Capital, currently owns 77.67% of the shares in
Aker BioMarine. 

The Merger
Aker and Aker BioMarine have agreed on the terms and conditions for a statutory
merger with Aker BioMarine as the transferring company and MergerCo as the
acquiring company with merger consideration in a combination of shares in Aker
and cash (the "Merger"), based on a value of NOK 105 per share in Aker
BioMarine. 

Completion of the Merger is conditional upon approval of the merger plan for the
Merger (the "Merger Plan") by an extraordinary general meeting in Aker BioMarine
(the "Aker BioMarine EGM") expected to be convened tomorrow, 17 July 2026, and
held on 17 August 2026. Subject to such approval, the Merger is expected to be
completed during H2 2026.

Key terms and conditions of the Cash Offer
To facilitate liquidity and a 100% cash realisation option for Aker BioMarine's
shareholders, Aker Capital is simultaneously launching a cash offer (the "Cash
Offer") to acquire all outstanding shares (the "Shares") in Aker BioMarine
(except for Shares owned by Aker Capital) for NOK 105 per Share (the "Offer
Price"), conditional upon the Merger Plan being approved the Aker BioMarine EGM.
The Offer Price is equal to the value per Share applied in the Merger. 

The terms and conditions of the Cash Offer are included in this stock exchange
notice and the attached acceptance form for the Cash Offer (the "Acceptance
Form"). 

The acceptance period for the Cash Offer (the "Offer Period") commences today,
16 July 2026, and expires on 30 July 2026 at 16:30 CEST. Aker Capital reserves
the right, at its sole discretion, to extend the Offer Period. 

An interest of 3M Nibor + 43bps shall accrue on the Offer Price from the expiry
of the initial Offer Period (i.e., from 31 July 2026) and until settlement of
the Cash Offer, which shall be settled together with settlement of the Offer
Price (on the condition that the Cash Offer is completed). If the Offer Period
is extended, a later starting date for calculating interest may apply for
shareholders accepting the Cash Offer during the extended Offer Period.

Completion of the Cash Offer is conditional upon the Aker BioMarine EGM
(expected to be held on 17 August 2026) approving the Merger Plan. Settlement of
the Cash Offer will take place no later than three trading days after such
approval by the Aker BioMarine EGM.

Shareholders that have accepted the Cash Offer may attend and vote at the Aker
BioMarine EGM with their Shares.

The board of directors of Aker BioMarine has unanimously resolved to recommend
that shareholders approve the Merger and that shareholders who wish a full exit
accept the Cash Offer.

Aker Capital currently owns 77.67% of the outstanding Shares in Aker BioMarine,
and has, since the time of listing of Aker BioMarine, held its majority
shareholding in Aker BioMarine. The Cash Offer is therefore not subject to the
requirements of a voluntary offer under chapter 6 of the Norwegian Securities
Trading Act. Consequently, the Cash Offer and Acceptance Form will not be
subject to the review of the Financial Supervisory Authority of Norway or any
other regulatory authority. 

The Cash Offer will not be made in any jurisdiction in which the making of the
Cash Offer would not be in compliance with the laws of such jurisdiction or
which would violate applicable laws including sanctions.  

Acceptance of the Cash Offer

The Acceptance Form is attached to this stock exchange notice and will also be
available at: www.arctic.com/offerings. 

Shareholders wishing to accept the Cash Offer must, prior to expiry of the Offer
Period, complete and return the Acceptance Form to Arctic Securities AS (the
"Receiving Agent") by e-mail to subscription@arctic.com. Shareholders with
BankID may alternatively fill out the digital acceptance form available at
www.arctic.com/offerings. 

The Cash Offer may only be accepted pursuant to the terms and procedures set out
in the Acceptance Form. Shareholders are advised to read this stock exchange
notice and the Acceptance Form carefully in its entirety before deciding whether
to accept the Cash Offer.

Conditions for completion of the Cash Offer
Completion of the Cash Offer is subject to the Aker BioMarine EGM having
approved the Merger Plan, and the Merger Plan not having been terminated prior
to settlement of the Cash Offer. The Cash Offer will lapse if the Aker BioMarine
EGM does not approve the Merger Plan. Completion of the Cash Offer is not
subject to completion of the Merger and is otherwise not subject to any closing
conditions.

Shareholders who have accepted the Cash Offer will, to the extent permitted
under Norwegian law, remain the legal owners of their Shares and retain voting
rights and other shareholder rights related thereto until settlement of the Cash
Offer is completed. Such shareholders may therefore attend and vote at the Aker
BioMarine EGM.

Settlement 
Completion of the Cash Offer will take place no later than three trading days
after approval of the Merger Plan by the Aker BioMarine EGM.

Prior to completion of the Cash Offer, Aker Capital will execute a forward
contract with respect to the Shares tendered in the Cash Offer, whereby a
financial institution on completion of the Cash Offer, will acquire the tendered
Shares with an obligation for Aker Capital to physically settle the forward
contract in connection with completion of the Merger.

Higher consideration
Aker Capital shall not acquire Shares from the date hereof until the completion
of the Merger at a price per Share higher than NOK 105, without Aker Capital
increasing the Offer Price to the same amount for all shareholders having
accepted the Cash Offer.

***

Media contact:
Atle Kigen, Head of Media Relations and Public Affairs
+47 90 78 48 78
atle.kigen@akerasa.com

Investor contact:
Fredrik Berge, Head of Investor Relations 
+47 45 03 20 90
fredrik.berge@akerasa.com

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication, through the agency of the contact persons set out
above, at 2026-07-16 07:02 CEST.

IMPORTANT INFORMATION
The terms and conditions of the Cash Offer will be governed by Norwegian law and
carried out in conformity with the requirements of Norwegian law. The Cash Offer
and the distribution of this announcement and other information in connection
with the Cash Offer may be restricted by law in certain jurisdictions. The
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, Japan, New Zealand, South
Africa, South Korea and Hong Kong, or any other jurisdiction in which it would
be unlawful. Neither Aker nor Aker Capital assumes 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 Cash Offer or
otherwise. Investors may accept the Cash Offer only on the basis of the
information to be provided in the Acceptance Form. The Cash 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 Cash Offer or Merger, and other information published by Aker BioMarine,
Aker, or Aker Capital contain certain information and statements that may
constitute "forward-looking information" or "forward-looking statements" under
applicable securities legislation ("forward-looking statements").
Forward-looking statements are statements that are not historical facts and are
generally, but not always, identified by the use of words such as "will",
"plans", "expects", "is expected", "budget", "scheduled", "estimates",
"continues", "forecasts", "projects", "predicts", "intends", "anticipates",
"aims", "targets" or "believes", or variations of, or the negatives of, such
words and phrases or state that certain actions, events or results "may",
"could", "would", "should", "might" or "will" be taken, occur or be achieved.
Inherent in forward-looking statements are risks, uncertainties and other
factors beyond Aker BioMarine's, Aker's and/or Aker Capital's ability to predict
or control.

All statements, other than statements of historical facts, included in this
press release that address future events, developments or performance are
forward-looking statements. Forward-looking statements include, among other
things, statements regarding the expected timing and scope of the Cash Offer,
including timing for launch and completion of the Cash Offer; expectations
regarding whether the Merger and Cash Offer will be completed, including whether
the completion conditions will be satisfied; the anticipated timing for
completion of the Merger and the Cash Offer; the expected effects of the Merger
and Cash Offer; and other statements other than historical facts. Such
forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous assumptions
including regarding the business strategies and the environment in which Aker
BioMarine, Aker or Aker Capital may operate in the future. 

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

If any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. Neither Aker
BioMarine, Aker, Aker Capital, nor any member of their respective groups, nor
any of their respective members, associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. Given these risks and uncertainties, potential
investors should not place any reliance on forward-looking statements.

All of the forward-looking statements contained in this announcement are given
as of the date hereof and are based upon the opinions, estimates and information
available as at the date hereof. Aker BioMarine, Aker and Aker Capital disclaim
any intention or obligation to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law. If one or more forward-looking statements is updated,
no inference should be drawn that additional updates with respect to those or
other forward-looking statements will be made. The foregoing list of risks and
uncertainties is not exhaustive. Readers should carefully consider the above
factors as well as the uncertainties they represent and the risks they entail.

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 tables may vary slightly and figures shown as totals in certain
tables 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 Aker
BioMarine's shares are not listed on a U.S. securities exchange and that Aker
BioMarine 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, and does not, file any reports with the U.S. Securities and
Exchange Commission thereunder. 

The Cash Offer will be made for the issued and outstanding shares of Aker
BioMarine (other than Shares owned by Aker Capital), a company incorporated
under Norwegian law, and is subject to Norwegian disclosure and procedural
requirements, which are different from those of the United States. The Cash
Offer is made to U.S. Holders as a "Tier I" tender offer as provided in Rule
14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the extent applicable
and subject to any available exemptions, and otherwise in compliance with the
disclosure and procedural requirements of Norwegian law, including with respect
to the Cash Offer timetable, settlement procedures and timing of payments, which
may be different from requirements or customary practices in relation to tender
offers for U.S. domestic issuers that are subject to the more fulsome
requirements of Regulation 14D and 14E under the U.S. 

Exchange Act. 
The Cash Offer will be made to U.S. Holders on the same terms and conditions as
those made to all other holders of shares to whom the Cash Offer is made. Any
information document, including the Acceptance Form, will be disseminated to
U.S. Holders in English on a basis comparable to the method that such documents
are provided to Aker BioMarine's other shareholders to whom the Cash Offer is
made. The Cash Offer will be made by Aker Capital and no one else. U.S. Holders
are encouraged to consult with their own advisors regarding the Cash Offer. 
To the extent permissible under applicable law or regulations, Aker Capital and
its affiliates or brokers (acting as agents for Aker Capital or its affiliates,
as applicable) may from time to time and during the pendency of the Cash Offer,
and other than pursuant to the Cash 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 Aker and Aker
Capital may also engage in ordinary course trading activities in securities of
Aker BioMarine, 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 will 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 Cash Offer, passed upon
the merits or fairness of the Cash 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 Aker BioMarine's shareholders to enforce their rights
and any claims they may have arising under the U.S. federal securities laws in
connection with the Cash Offer, since Aker BioMarine, Aker and Aker Capital 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
Aker BioMarine may not be able to sue Aker, Aker Capital or Aker BioMarine 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 Aker, Aker Capital
and Aker BioMarine and their respective affiliates to subject themselves to a
U.S. court's judgment.
s\, and some or all of their respective officers\
and directors may be residents of non-U.S. jurisdictions. The shareholders of\
Aker BioMarine may not be able to sue Aker\, Aker Capital or Aker BioMarine 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 Aker\, Aker Capital\
and Aker BioMarine and their respective affiliates to subject themselves to a\
U.S. court's judgment.\