Registration Document Grieg Seafood ASA Listing on Oslo Børs 05.06.2013 Lead Manager: REGISTRATION DOCUMENT Important information Unless otherwise indicated, references in this Registration Document to “Grieg Seafood” the “Group” or the “Grieg Seafood Group” refer to Grieg Seafood ASA and all its subsidiaries from time to time. References to “Issuer” refer to Grieg Seafood ASA, the parent company of the Group. This Registration Document is subject to the general business terms of the Lead Managers. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Lead Managers may prevent employees of the Lead Managers who are preparing this document from utilizing or being aware of information available to the Lead Managers and/or affiliated companies and which may be relevant to the recipient's decisions. The Lead Managers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Lead Manager’s corporate finance department may act as manager or co-manager for the Issuer in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in the United Kingdom. The Financial Supervisory Authority of Norway has examined and approved the Registration Document pursuant to Section 7-7 of the Securities Trading Act. The examination and approval by the Financial Supervisory Authority of Norway relate exclusively to the Issuer having included descriptions pursuant to a pre-defined list of content requirements. Consequently, the Financial Supervisory Authority of Norway has not examined or approved the correctness or completeness of the information disclosed in the Registration Document. Nor has the Financial Supervisory Authority of Norway performed any form of examination or approval of company law aspects described in, or encompassed by, the Registration Document. Page 1 of 27 REGISTRATION DOCUMENT TABLE OF CONTENTS: 1 RISK FACTORS ........................................................................................................ 3 2 CERTAIN DEFINITIONS ............................................................................................. 6 3 PERSONS RESPONSIBLE ........................................................................................... 7 4 STATUTORY AUDITORS ............................................................................................ 8 5 FORWARD LOOKING STATEMENTS ............................................................................. 9 6 INFORMATION ABOUT THE ISSUER .......................................................................... 10 7 BUSINESS OVERVIEW ............................................................................................ 11 8 ORGANISATIONAL STRUCTURE ............................................................................... 14 9 TREND INFORMATION ............................................................................................ 15 10 PROFIT FORECASTS OR ESTIMATES ......................................................................... 16 11 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES .................................... 17 12 MAJOR SHAREHOLDERS ......................................................................................... 21 13 SELECTED FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES .................................. 23 14 DOCUMENTS ON DISPLAY ....................................................................................... 25 15 CROSS REFERENCE LIST ......................................................................................... 26 16 LEAD MANAGER'S DISCLAIMER ............................................................................... 27 Page 2 of 27 REGISTRATION DOCUMENT 1 Risk factors 1.1 Risks related to Grieg Seafood's business FINANCIAL RISK FACTORS The group is exposed to a range of financial risks; market risk (including currency risk, cash flow interest rate risk, fair value interest rate risk and price risk), credit risk and liquidity risk. The group's overall risk management programme focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the group's financial performance. To some extent, the group uses financial derivatives to reduce some risks. Risk management is carried out at group level. The group identifies, evaluates and hedges financial risks in close cooperation with the group's operational units. The board has established written principles for the management of foreign exchange risk, interest rate risk and the use of financial instruments. MARKET RISK (i) Foreign exchange risk The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Canadian dollar, US dollar, Pound sterling and Euro (see note 27 in the Annual report 2011). Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities, and net investments in foreign operations. Foreign exchange risk also arises from forward exchange rate contracts which do not qualify for hedge accounting. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity's functional currency. Forward contracts are used to manage the foreign exchange risk arising from future commercial transactions and recognised assets and liabilities. The group has investments in foreign subsidiaries whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the group's foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. In 2011 the group's borrowings in these currencies were significantly reduced and all bank loans were exchanged into NOK. There was a wish to prevent the parameters of the financial framework from being affected by foreign currencies, since all of the syndicated bank loans are measuerd in NOK. (ii) Cash flow and fair value interest rate risk As the group has no significant interest-bearing assets, its income and operating cash flows are largely independent of changes in market rates. The group's interest rate risk arises from borrowings. Borrowings at variable rates expose the group to cash flow interest rate risk. Fixed interest contracts are used to reduce this risk. The level of fixed interest loans is insignificant. The group monitors its interest rate exposure continuously. The group calculates the imact on profit and loss of a defined interest rate shift. For each simulation, the same change in the interest rate is used for all currencies. The scenarios are run only for liabilities which represent the major interest-bearing positions. (iii) Price risk The group is exposed to fluctuations in the spot prices for salmon, which is mainly determined by the global supply of salmon. The effect of price changes is reduced by geographical diversification, but due to the long production cycle it can be difficult to respond rapidly to global trends in market prices. Page 3 of 27 REGISTRATION DOCUMENT CREDIT RISK The group faces credit risk related to customers’ ability to pay for the products that they purchase. The group has procedures to ensure that products are only sold to customers with satisfactory creditworthiness. The company normally sells only on presentation of a letter of credit or when the customer pays in advance. Credit insurance is used when deemed appropriate. For customers who have a reliable track record with the group, sales up to certain level agreed in advance are permitted without any security. Accounts receivable in Canada totalling NOK 25.4.m relate to customers with a satisfactory payment history. Accounts receivable in the UK amounting to NOK 50 m relate to customers of whom 80% have credit insurance, while the remainder have a satisfactory payment history. In Norway all production is sold to Ocean Quality AS which in turn sells to external customers. It is the policy of Ocean Quality AS to secure the bulk of its sales through credit insurance and bank guarantees. LIQUIDITY RISK The group faces liquidity risk related to their cash balance. If the cash balance become negative, the group may not be able to serve its obligations. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through sufficient credit facilities