PROSPECTUS HOVEDLOGO, FA RGAR: Nyttast på kvite og lyse bakg runner PROSPECTUS LO GO MED KVIT KONTU R: Nyttast på mellom tone bakgrunner Fjord1 ASA FJORD1 ASA Strandavegen 15 (A public limited liability company incorporated under the laws of Norway) P.O. Box 354 LO GO I NEGATIV, FA RGE: Nyttast på mørke flater N-6902 Florø Listing of 100,000,000FJORD1 Shares onASA the Oslo Stock Exchange Norway PROSPECTUS (A public limited liability company incorporated under the laws of Norway) Phone: +47 57 75 70 00 www.fjord1.no Listing of 100,000,000 Shares on the Oslo Stock Exchange HOVEDLOGO: SVART/GRÅTONER The information in this prospectus (the “Prospectus”) relates to and has been prepared in connection with the listing (the "Listing") on Oslo Børs, a stock exchange operated by Oslo Børs ASA (the “Oslo Stock Exchange”) by Fjord1 ASA (the “Company” or “Fjord1”), a public limited company FJORD1 ASA incorporated under the laws of NorwayLO GO I(together NEGATIV: Nyttast på mørke flater with its consolidated subsidiaries, the “Group”) of (A public limited liability company incorporated under the laws of Norway) The100,000,000 information shares in this in theprospectus Company (the with “Prospectus”) a nominal value relates of NOKto and 2.50 has each been (the prepared “Shares in ”).connection withThe distributionthe listing (the of this"Listing Prospectus") on Oslo may Børs, in certain a stock jurisdictions exchange operated be restricted by Oslo by law.Børs Accordingly,ASA (the “Oslo this Stock ExchangeListing”) by ofFjord1 100,000,000 ASA (the Shares“Company on the” or Oslo “Fjord1 Stock”), Exchangea public limited company Prospectus may not be distributed or published in any jurisdiction except under circumstances that incorporatedwill result in complianceunder the laws with of any Norway applicable (together laws andwith regulations. its consolidated The Company subsidiaries, and the “ManagersGroup”) (asof 100,000,000defined below) shares require in the persons Company in possession with a nominal of this value Prospectus, of NOK 2.50to inform each (thethemselves “Shares about,”). and to Theobserve, distribution any such of restrictions. this Prospectus may in certain jurisdictions be restricted by law. Accordingly, this FJORD1 ASA ProspectusTrading in maythe Shares not be on distributed the Oslo Stockor published Exchange in isany expected jurisdiction to commence except under on 15 circumstancesAugust 2017 under that willThe resultinformation in compliance in this prospectuswith any applicable (the “Prospectus”) laws and regulations. relates to and The has Company been prepared and the inManagers connection (as Fearnley Securities AS SpareBank 1 Markets AS the trading symbol “FJORD”. definedwith the below) listing require(the "Listing persons") onin possessionOslo Børs, aof stock this exchangeProspectus, operated to inform by Oslothemselves Børs ASA about, (the and“Oslo to Grev Wedels Plass 9 Olav Vs gate 5 observe,StockInvesting Exchange any in suchthe Sharesrestrictions.”) by involvesFjord1 ASAa high (the degree “Company of risk; ”see or Section “Fjord1 2 ”),“Risk a publicFactors” limited and section company 11.3 incorporated“Cautionary Noteunder Regarding the laws of Forward Norway- Looking(together Statements”. with its consolidated For the definitionsubsidiaries, of thecertain “Group technical”) of P.O. Box 1158, Sentrum P.O. Box 1398, Vika Tradingterms used in the throughout Shares on this the Prospectus, Oslo Stock seeExchange Annex Ais -expected “Definitions to commence and Glossary”. on 15 August 2017 under the100,000,000 trading symbol shares “FJORD in the Company”. with a nominal value of NOK 2.50 each (the “Shares”). N-0107 Oslo N-0114 Oslo This Prospectus relates solely to the listing of already issued Shares and no offer is being InvestingThe distribution in the Sharesof this Prospectusinvolves a highmay indegree certain of risk;jurisdictions see Section be restricted 2 “Risk Factors”by law. Accordingly,and section 11.3this Norway Norway Prospectusmade to purchasemay not be or distributed subscribe or for published any Shares in any or jurisdiction other securities except under of the circumstances Company. thatThe “CautionaryProspectus Note does Regarding not constitute Forward -anLooking offer Statements”. or solicitation For theto definitionbuy, subscribe of certain or technicalsell the Phone: +47 22 93 60 00 Phone: +47 24 14 74 00 termswill result used in throughout compliance this with Prospectus, any applicable see Annex laws and A - “Definitionsregulations. andThe Glossary”.Company and the Managers (as definedsecurities below) described require persons herein, in and possession no securities of this Prospectus,are being offeredto inform or the soldmselves pursuant about, toand this to www.fearnleysecurities.com www.sb1markets.no Thisobserve,Prospectus Prospectus any such in any restrictions. relates jurisdiction. solely to the listing of already issued Shares and no offer is being madeThis Prospectus to purchase shall or be subscribegoverned by, for and any construed Shares in or accordance other securities with, Norwegian of the law.Company. The courts The of ProspectusTrading in the does Shares not on constitutethe Oslo Stock an Exchange offer or is solicitationexpected to commence to buy, onsubscribe 15 August or 2017 sell under the theNorway, trading with symbol Oslo “ FJORDCity Court”. as legal venue, shall have exclusive jurisdiction to settle any dispute securitieswhich may arisedescribed out of, herein,or in connection and no with securities this Prospectus. are being offered or sold pursuant to this ProspectusInvesting in thein anyShares jurisdiction. involves a high degree of risk; see Section 2 “Risk Factors” and section 11.3 This“Cautionary Prospectus Note shall Regarding be governed Forward by, and-Looking construed Statements”. in accordance For thewith, definition Norwegian of law.certain The technicalcourts of Norway,terms used with throughout Oslo City this Court Prospectus, as legal seevenue, Annex shall A - have“Definitions exclusive and jurisdiction Glossary”. to settle any dispute Thiswhich Prospectus may arise out relates of, or in solely connection to the with listing thisManagers: Prospectus.of already issued Shares and no offer is being made to purchase or subscribe for any Shares or other securities of the Company. The Prospectus does not constitute an offer or solicitation to buy, subscribe or sell the securitiesFearnley described Securities herein, AS and no securities are being offeredSparebank or sold 1 Markets pursuant AS to this Prospectus in any jurisdiction. Managers: This Prospectus shall be governed by, and construed in accordance with, Norwegian law. The courts of Norway, with Oslo City Court as legal venue, shall have exclusive jurisdiction to settle any dispute which Fearnley may arise Securities out of, or in AS connection with this Prospectus. Sparebank 1 Markets AS 14 August 2017 Managers: Fearnley Securities AS Sparebank 1 Markets AS www.kursiv.no IMPORTANT INFORMATION For the definition of certain capitalised terms used throughout this Prospectus, please see Annex A – “Definitions and Glossary” which also applies to the front page. Readers are expressly advised that the Shares are exposed to financial and legal risk and they should therefore read this Prospectus in its entirety, in particular Section 2 “Risk Factors”. The contents of this Prospectus are not to be construed as legal, financial or tax advice. Each reader should consult his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. This Prospectus has been prepared by the Company in order to provide a presentation of the Group in connection with the listing of the Shares on the Oslo Stock Exchange (the “Listing”). This Prospectus has been prepared to comply with the Securities Trading Act sections 7-2 and 7-3 and related legislation and regulations, including the Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council. This Prospectus has been prepared solely in the English language. The Prospectus has been reviewed and approved by the Financial Supervisory Authority of Norway (the “FSAN”) on 14 August 2017 in accordance with sections 7-7 and 7-8 cf. sections 7-2 and 7-3 of the Norwegian Securities trading Act. The FSAN has not verified or approved the accuracy or completeness of the information included in this Prospectus. The approval by the FSAN only relates to the information included in accordance with pre-defined disclosure requirements. The FSAN has not made any form of verification or approval relating to corporate matters described in or referred to in this Prospectus. This Prospectus is valid for a period of 12 months from the date of approval by the FSAN. The information contained herein is current as at the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus that are capable of affecting the assessment of the Shares between the time when this Prospectus is approved and the date of admission to trading of the Shares on the Oslo Stock Exchange, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor the delivery of any Shares, shall under any circumstances create any implication that there