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Information Document Information Document Gigante Salmon AS (Organisation number: 983 478 638) Admission to trading of shares on Euronext Growth Oslo _________________________________________________________________ This information document (the "Information Document") has been prepared by Gigante Salmon AS (the "Company" or "Gigante Salmon") solely for use in connection with the admission to trading of the Company's 105,556,037 outstanding shares, each with a par value of NOK 1 (the "Shares") on Euronext Growth Oslo (the "Admission to Trading"). The Company's Shares have been admitted for trading on the Euronext Growth Oslo and it is expected that the Shares will start trading on 5 July 2021 under the ticker symbol "GIGA". Euronext Growth is a market operated by Euronext. Companies on Euronext Growth, a multilateral trading facility (MTF), are not subject to the same rules as companies on a Regulated Market (a main market). Instead they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in a company on Euronext Growth may therefore be higher than investing in a company on a Regulated Market. Investors should take this into account when making investment decisions. The present Information Document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71. The present Information Document has been drawn up under the responsibility of the Issuer. It has been reviewed by the Euronext Growth Advisor and has been subject to an appropriate review of its completeness, consistency and comprehensibility by Euronext. THIS INFORMATION DOCUMENT SERVES AS AN INFORMATION DOCUMENT ONLY, AS REQUIRED BY THE EURONEXT GROWTH OSLO ADMISSION RULES. THIS INFORMATION DOCUMENT DOES NOT CONSTITUE AN OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT HERETO. Investing in the Company involves a high degree of risk. Prospective investors should read the entire document and, in particular, Section 2 (Risk Factors) and Section 1.4 (Cautionary note regarding forward- looking statements) when considering an investment in the Company and its Shares. _______________________________________________________________ Euronext Growth Oslo Advisor SpareBank 1 Markets The date of this Information Document is 1 July 2021 Important Notice This Information Document has been prepared solely by the Company in connection with the Admission to Trading. The purpose of the Information Document is to provide information about the Company and its underlying business. This Information Document has been prepared solely in the English language. For definitions of terms used throughout this Information Document, see Section 8 (Definitions and Glossary). The Company has engaged SpareBank 1 Markets AS as Euronext Growth Advisor (the "Advisor"). This Information Document has been prepared to comply with the Euronext Growth Oslo Admission Rules. The Information Document does not constitute a prospectus under the Norwegian Securities Trading Act and related secondary legislation, including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and has not been reviewed or approved by any governmental authority. All inquiries relating to this Information Document should be directed to the Company or the Advisor. No other person has been authorized to give any information, or make any representation, on behalf of the Company and/or the Advisor in connection with the Admission to Trading, if given or made, such other information or representation must not be relied upon as having been authorized by the Company and/or the Advisor. The information contained herein is as of the date hereof and subject to change, completion or amendment without notice. There may have been changes affecting the Company subsequent to the date of this Information Document. Any new material information and any material inaccuracy that might have an effect on the assessment of the Shares arising after the publication of this Information Document and before the Admission to Trading will be published and announced promptly in accordance with the Euronext Growth Oslo regulations. Neither the delivery of this Information Document nor the completion of the Admission to Trading at any time after the date hereof will, under any circumstances, create any implication that there has been no change in the Company's affairs since the date hereof or that the information set forth in this Information Document is correct as of any time since its date. The contents of this Information Document shall not be construed as legal, business or tax advice. Each reader of this Information Document should consult its own legal, business or tax advisor as to legal, business or tax advice. If you are in any doubt about the contents of this Information Document, you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser. The distribution of this Information Document in certain jurisdictions may be restricted by law. Persons in possession of this Information Document are required to inform themselves about, and to observe, any such restrictions. No action has been taken or will be taken in any jurisdiction by the Company that would permit the possession or distribution of this Information Document in any country or jurisdiction where specific action for that purpose is required. The Shares may be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. This Information Document shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo District Court (Norwegian: “Oslo tingrett”) as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Information Document. Page 2 of 54 Investing in the Company's Shares involves risks. See Section 2 (Risk Factors) of this Information Document. ENFORCEMENT OF CIVIL LIABILITIES The Company is a private limited liability company incorporated under the laws of Norway. As a result, the rights of holders of the Shares will be governed by Norwegian law and the Company's articles of association (the "Articles of Association"). The rights of shareholders under Norwegian law may differ from the rights of shareholders of companies incorporated in other jurisdictions. The members of the Company's board of directors (the "Board Members" and the "Board of Directors", respectively) and the members of the Company's senior executive management team (the "Executive Management") are not residents of the United States of America (the "United States"), and a substantial portion of the Company's assets are located outside the United States. As a result, it may be very difficult for investors in the United States to effect service of process on the Company, the Board Members and members of the Executive Management in the United States or to enforce judgments obtained in U.S. courts against the Company or those persons, whether predicated upon civil liability provisions of federal securities laws or other laws of the United Stated (including any State or territory within the United States). The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcement of judgements (other than arbitral awards) in civil and commercial matters. Uncertainty exists as to whether courts in Norway will enforce judgments obtained in other jurisdictions, including the United States, against the Company or its Board Members or members of the Executive Management under the securities laws of those jurisdictions or entertain actions in Norway against the Company or its Board Members or members of the Executive Management under the securities laws of other jurisdictions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Norway. Similar restrictions may apply in other jurisdictions. Page 3 of 54 Table of contents 1. STATEMENT OF RESPONSIBILITY AND OTHER INFORMATION ............................................. 6 1.1 Statement of responsibility ...................................................................................................... 6 1.2 Other important investor information ....................................................................................... 7 1.3 Third-party information ............................................................................................................ 7 1.4 Cautionary note regarding forward-looking statements........................................................... 7 1.5 Advisors ................................................................................................................................... 8 2. RISK FACTORS .............................................................................................................................
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