Marine Harvest ASA, prospectus of 16 October 2013 Registration Document Prospectus Marine Harvest ASA Registration Document Oslo, 16 October 2013 Joint Lead Managers: 1 of 50 Marine Harvest ASA, prospectus of 16 October 2013 Registration Document Important information The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Company's (including subsidiaries and affiliates) lines of business. A prospective investor should consider carefully the factors set forth in chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds. This Registration Document is subject to the general business terms of the Joint Lead Managers, available at their websites. The Joint 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 Joint Lead Managers’ corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this presentation 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 Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by the Norwegian FSA (“Finanstilsynet”) implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required. The Norwegian FSA has controlled and approved the Registration Document pursuant to the Norwegian Securities Trading Act § 7-7. The Norwegian FSA has not controlled and approved the accuracy or completeness of the information given in the Registration Document. Financial supervision and approval relating solely to the Company has included descriptions according to a pre-defined list of content requirements. The Norwegian FSA has not undertaken any kind of control or approval of corporate matters described in or otherwise covered by the Registration Document. The Registration Document together with a Securities Note constitutes the Prospectus. 2 of 50 Marine Harvest ASA, prospectus of 16 October 2013 Registration Document TABLE OF CONTENTS: 1 Risk factors .................................................................................................................... 4 2 Definitions .................................................................................................................... 12 3 Persons responsible ....................................................................................................... 13 4 Statutory Auditors ......................................................................................................... 14 5 Information about the Issuer ........................................................................................... 15 6 Business overview ...................................................................................................... 16 7 Organizational structure ................................................................................................. 37 8 Trend information .......................................................................................................... 40 9 Administrative, management and supervisory bodies .......................................................... 41 10 Major shareholders ...................................................................................................... 44 11 Financial information concerning the Issuer's assets and liabilities, financial position and profits and losses ....................................................................................................................... 45 12 Third party information and statement by experts and declarations of any interest ................ 47 13 Documents on display .................................................................................................. 47 Cross Reference List ......................................................................................................... 48 Joint Lead Managers’ disclaimer ......................................................................................... 49 Articles of Association, Marine Harvest ASA .......................................................................... 50 3 of 50 Marine Harvest ASA, prospectus of 16 October 2013 Registration Document 1 Risk factors Investing in bonds issued by Marine Harvest ASA involves inherent risks. As the Company is the parent company of the Group and primarily a holding company, the risk factors for Marine Harvest ASA and the Group are deemed to be equivalent for the purpose of this Registration Document. Prospective investors should consider, among other things, the risk factors set out in the Prospectus before making an investment decision. If any of the following risks actually occur, the Company’s business, financial position and operating results could be materially and adversely affected. The Company believes that the factors described below represent the principal risks inherent in investing in bonds issued by the Company. Occurrence of the risk factors described below may cause inability of Marine Harvest ASA to pay interest, principal or other amounts on or in connection with the bonds. 1.1 Risks related to Marine Harvest’s business 1.1.1 Market risks 1.1.1.1 Salmon prices Marine Harvest’s financial position and future development depend to a considerable extent on the price of farmed salmon, which has historically been subject to substantial fluctuations. Farmed salmon is a commodity, and the Company therefore assumes that the market price will continue to follow a cyclical pattern based on the balance between total supply and demand. The demand for farmed salmon is affected by a number of different factors, such as changes in customer preferences, changes in prices and volumes of substitute products and general economic conditions. There can be no assurance that the demand for farmed salmon will not decrease in the future. Marine Harvest may have limited flexibility to adjust its product mix in order to accommodate changing circumstances. Export to Europe accounts for the main portion of the Group’s total sales. Many of the European countries to which Marine Harvest exports its products have experienced an economic downturn the recent years and such economic downturn may continue in the foreseeable future which in turn may adversely affect the demand for farmed salmon. The total supply of farmed salmon fluctuates strongly due to variations in factors such as smolt release, biology and seawater temperatures. As a result of the long production cycle and a limited time window available for harvesting, Marine Harvest and other industry players have limited flexibility to manage their supplies from month to month. Farmed salmon is furthermore generally sold as a fresh commodity with limited time available between harvesting and consumption. Short-term overproduction may therefore result in very low spot prices obtained in the market. The entrants of new producing nations or the issuance of new production licenses could result in a general overproduction in the industry. The market has in recent years experienced a strong growth with an increase in global supply of 22 per cent from 2011 to 2012. Short-term or long-term decreases in the price of farmed salmon may have a material adverse effect on the business, financial condition, results of operations or cash flow of the Group. 1.1.1.2 Feed costs, supply and sustainability Feed costs account for a significant portion, i.e. approximately 50 per cent of Marine Harvest’s total production costs, and an increase in feed prices could have a major impact on the Group’s profitability. The feed industry is characterised by large, global suppliers operating under cost plus contracts, and feed prices are accordingly directly linked to the global markets for fishmeal, vegetable meal, animal proteins and fish/vegetable/animal oils which are the main ingredients in fish feed. Increases in the prices of these raw materials will accordingly result in an increase in feed prices. Marine Harvest may not be able to pass on increased feed costs to its customers. Due to the long production cycle for farmed salmon, there may be a significant time lag between changes in