Board statements
Board of directors report
The board is satisfied with the continued operational and strategic progress achieved through 2025, and that Salmon Evolution remains firmly on track in its ambition to be the global benchmark for sustainable land-based salmon farming.
After making the final investment decision to move ahead with the Indre Harøy phase 2 expansion in June 2024, Salmon Evolution has been through an intensive construction period in 2025. The project remains on plan and that there have been no lost time injuries (“LTI”) in 2025, highlighting the professional management of the building site.
The salmon market in 2025 was characterized by solid production, driven by record temperatures for seabased farmers in Norway. This in turn led to a double digit increase in supply, and a material negative impact on prices, illustrated by the price realization for Salmon Evolution being down approximately 30% year-on-year. Thus, financially 2025 was a weak year for Salmon Evolution with the Group reporting a negative EBITDA of 78.7 NOKm for 2025.
Operations in 2025
Through 2025, operations at Indre Harøy have continued to demonstrate the robustness of Salmon Evolution’s hybrid flow-through system, with continued stable operations throughout 2025 at Indre Harøy. Biomass production was up 13% compared to 2024, and survival rates were around 97%. Although biomass growth improved materially during 2025, performance remains below stated targets and further improvement is required in 2026. The board notes that stable operations through 2025 have enabled high focus on increasing biomass growth at the facility and are confident that these ongoing initiatives will deliver results during 2026.
Following feed conversion ration trending close to 1.0 during the second half of 2024, changes were implemented in the feed-factor model in the grow-out facility at the start of 2025. In hindsight these adjustments were premature and subsequently resulted in a high feed conversion ratio and harvest deviations in the second and third quarter of 2025. Following this, operating procedures were reviewed and adjusted to mitigate such occurrences going forward.
The smolt facility in Dale had another strong growing season, with biomass growth up 10% from 2024. This was driven by high water temperatures during 2025 as well as effects of upgrades having been made to the smolt facility during 2024 and 2025, including installing additional heating capacity to ensure a better and more stable growth environment in the winter season. During 2025 Salmon Evolution signed a long-term smolt sourcing agreement with an external supplier, and together with the in-house smolt production the Company’s smolt needs for phases 1 and 2 are covered. In parallel, Salmon Evolution is developing a plan to cover future smolt needs, including phase 3.
In 2025 the Group harvested 4,403 tonnes HOG salmon, a reduction of approximately 10 % from 2024. As mentioned, the board expects the targeted improvement program to deliver increased biomass growth in 2026, with increased harvest volumes as a result. The board is satisfied with an average superior grade share in 2025, which remained around historic averages at 94 %. Harvest weights in 2025 were impacted by smolt quality issued experienced in the first half of 2024 and otherwise reflects the capacity utilization at the grow-out facility through 2025. Alongside higher production and harvest volumes, the average harvest weight is also expected to improve in coming periods.
Indre Harøy phase 2
Salmon Evolution is on the verge of taking Indre Harøy phase 2 into operation and fully built this will more than double capacity at Indre Harøy.
During 2025, Salmon Evolution has progressed through an intensive construction phase at Indre Harøy. The Board notes that the project remains on plan and highlights the benefits of continued investment in human capital, ensuring that operational learning is systematically incorporated and that project execution is strengthened from one development phase to the next. There have been no lost time injuries (“LTI”) in the project during 2025, highlighting the professional management of the building site.
The board also notes that the chosen contract strategy with the grow-out project being split into three parts, with Hent responsible for civil design and construction, Artec Aqua for design and construction of the process facility, and Salmon Evolution for certain other parts of the project, has delivered the expected results.
With phase 2 Salmon Evolution has taken four years of operating experience from Phase 1 and incorporated those learnings into Phase 2 — especially around water quality, robustness, and reliability. These are targeted, experience driven upgrades designed to support strong growth through the full production cycle. The board has high confidence in these upgrades ensuring a quick ramp-up and that stated targets will be met.
The project is a true game-changer for Salmon Evolution. It provides scale and represents an unmatched operational platform in sustainable, land-based salmon farming, unlocking strong expected cash flow generation and a full transformation of Salmon Evolutions financial platform.
Project status – Indre Harøy phase 2
The project is progressing as planned, with smolt first release completed in week 17. Much of the civil work scope is completed, with the production installations being the core focus in the project going forward. There is high focus on effective project execution to minimize delays, change orders and ensure good coordination between all disciplines.
The remaining grow out tanks will be gradually completed and taken into operation over the course of 2026, and Salmon Evolution expects to stock around 1.1 million smolt in phase 2 this year, bringing the total 2026 smolt release to around 2.8 million, up from 1.7 million smolt in 2025.
At the end of the fourth quarter 2025 the accumulated investment in the project amounted to 1,579 NOKm. In parallel Salmon Evolution has completed planning and engineering activities for the pre-grow-out tanks during 2025.
Photo: Project development Indre Harøy January 2026
Norway Expansion
In July 2025 a new regulation for land-based aquaculture in Norway was put into law. Salmon Evolution’s grow-out facility at Indre Harøy is already fully compliant with the new requirements.
Consequently, with full regulatory clarity and the most efficient salmon farming value-chain globally – a key enabler for industry cost leadership – the board considers Norway and Indre Harøy phase 3 as Salmon Evolutions top priority for further expansion. At Indre Harøy, including phase 3, Salmon Evolution have all permits in place for up to 36,000 tonnes HOG in annual production. At Indre Harøy there is also additional land regulated for industrial use with a primary focus on establishing aquaculture-related businesses, that could potentially facilitate further expansion outside the communicated 36,000 tonnes HOG. However, this will require Salmon Evolution to purchase the land and secure the necessary permits for such potential expansion.
Salmon Evolution is continuously exploring other possible high-potential expansion sites in Norway, focusing on sites with similar, optimal farming conditions as Indre Harøy.
International expansion
Fully aligned with the strategic focus on Salmon Evolution, activity and investments in international expansion projects have been reduced to a minimum, as development of the Indre Harøy site remains Salmon Evolution’s foremost priority. In North America an extensive site search has been undertaken over the last few years with several high potential sites identified. In this process Salmon Evolution has focused on areas with an existing salmon farming value chain, mirroring the approach in Norway. Considering the current geopolitical situation and uncertainty with respect to tariffs combined with the expected capex and opex structure, Salmon Evolution has a “wait and see” approach to future expansion in North America.
Update on partnership model in Korea
In January 2026 Salmon Evolution announced an update on the partnership with Dongwon Industries where the parties intend to construct and operate a land-based salmon farm in Korea. The existing joint venture agreement has been replaced with technical advisory agreement, under which Salmon Evolution will provide technical advisory services on market terms, including provisions for potentially significant royalty payments linked to certain operation milestones. Under the new structure, Salmon Evolution has no further investment commitments but remains a minority shareholder with a 49 % ownership which is expected to be diluted over time. As part of the agreement, Salmon Evolution also holds a five-year purchase option for up to 33 % ownership in the project on market terms. The board is pleased with this development.
Financial performance
Going concern
The consolidated financial statement is prepared in accordance with International Financial Reporting Standards (IFRS). The Board confirms that it is appropriate to prepare the Annual Report based on a going concern assumption. The Group believes it is adequately funded and has access to additional capital if required.
Income statement
In 2025 the Group had operating revenues of 326.0 NOKm (471.6 NOKm), mostly related to harvest of 4,403 tonnes HOG salmon, including post smolt deliveries of 105 tonnes LW. The Group had some revenue from other sources, primarily government grants in relation to R&D projects. The 145,6 NOKm decrease in revenues from 2024 reflects weak salmon prices through 2025, all-in price realization was down 26 % year-on-year, and somewhat lower harvest volumes.
Operating expenses totaled 404.7 NOKm (400.2 NOKm). This is relatively similar to 2024. Through 2025 there has been a high focus on cost, with a reduction in the administrative headcount, renegotiating supplier agreements and reducing spending on overseas expansion projects to a minimum.
In 2025 Salmon Evolution had a negative Operational EBITDA of 78.7 NOKm (positive 71.4 NOKm), reflecting weak salmon prices. In the Farming segment Operational EBITDA amounted to negative 39.5 NOKm (positive 112,4 NOKm).
For the year depreciations amounted to 80.2 NOKm (76.1 NOKm), mostly related to the facility at Indre Harøy.
The fair value adjustment related to the biomass amounted to positive 15,6 NOKm (negative 10.5 NOKm), and the Group recorded an operating loss of 143,3 NOKm (loss of 15.2 NOKm) in 2025.
Net financials amounted to negative 28.3 NOKm (negative 32.2 NOKm), primarily due to interest rate expenses, partly offset by interest income on bank deposits and gain on the interest rate hedge. In 2025 the Group has capitalized interest expenses amounting to 36 NOKm as part of borrowing costs related to financing of Indre Harly phase 2 expansion. See note 12 for further information.
The Group recorded no tax cost, and the loss ended at 171.6 NOKM (loss of 47.4 NOKm).
Cash flow
Cash flow from operating activities ended at negative 59.1 NOKm (positive 43.3 NOKm) in 2025, reflecting the weak salmon prices in 2025.
With the ongoing phase 2 expansion project, investments in 2025 have naturally been significantly higher than 2024, with net cash flow from investing activities negative at 1,252.4 NOKm (negative 342.5 NOKm).
Cash flow from financing activities in 2025 ended at positive 1,045.5 NOKm (342.3 NOKm) primarily reflecting drawdown on the construction facilities.
Net change in cash and cash equivalents for 2025 was negative 266.0 NOKm (positive 43.1 NOKm), and as of 31 December 2025 cash and cash equivalents amounted to 163.4 NOKm excluded amounts available under the existing bank facilities.
Financial position
On 31 December 2025 the book value of the Group’s assets was 4,215.6 NOKm (3,184.8 NOKm). The main increase from previous periods is related to the ongoing Indre Harøy phase 2 expansion project.
The fixed assets in the Group mostly relate to the facility at Indre Harøy, comprising land, buildings, and production equipment, as well as the Dale smolt facility and other smaller items. Outside movements related to the phase 2 expansion, there are no significant movements on other items compared to 2024.
The current assets in the Group are primarily biological assets, other current receivables, and cash & cash equivalents.
Total equity amounted to 2,062.6 NOKm which corresponds to an equity ratio of 49 %. Consolidated net interest-bearing liabilities totaled 1,798.5 NOK (313.1 NOKm) at the end of 2025.
In relation to its long-term financing the Group has financial covenants. These are described in note 22.
Income statement, cash flow and financial position Salmon Evolution ASA
Other income for Salmon Evolution ASA in 2025 was 34.3 NOKm (33.2 NOKm). Profit before tax in 2025 ended at 73.1 NOKm (71.4 NOKm), and a profit of 57.6 NOKm after tax. Net cash flow ended at 243.7 NOKm.
Total assets ended at 3,015.3 NOKm (2,776.5 NOKm). Total liabilities amounted to 369.8 NOKm (190.4 NOK). Equity totaled 2,645.5 NOKm equaling an equity ratio of 88%.
Risk exposure and risk management
Salmon Evolution’s activities entail exposure to various types of risks and uncertainty, that may prevent us from reaching our goals and delivering our strategy. Risk management is a key function of the management team, and Salmon Evolution has systems and routines in place to significant risk factors in all business areas.
Through our risk management process we identify, quantify, and define actions to manage the risks we face. We split our defined risks into relevant subcategories, and efforts to reduce risk are addressed by our most capable people within each business area. Salmon Evolution has liability insurance which covers the Board of Directors, the CEO and executive management.
Salmon Evolution categorizes risk into five categories:
- Operational risk
- Project execution risk
- Financial risk
- Reporting risk
- Regulatory risk
Operational risk
Salmon Evolutions most important operational risks relate to the biological development of the salmon, both at the hatchery and in the grow-out facility.
It is the nature of salmon farming that inherent biological risks will always be present.
Through our use of the hybrid flow-through technology at the grow-out facility Salmon Evolution seeks to reduce the biological risk by providing the salmon with an optimal and controlled growth environment. At the same time a hybrid-flowthrough facility is a large and complex process operation, and Salmon Evolution is vulnerable to errors in technology, follow-up on operating procedures and maintenance routines.
Salmon Evolution’s operating procedures are designed to reduce biological risk and risk of errors in the facility. At the grow-out facility critical parameters for all fish groups are monitored real-time, providing deep insight into the performance of each group and enabling preventive risk reduction measures.
Salmon Evolution has built up effective capabilities to deal with biological challenges. For instance, the Company has installed vastly improved freshwater production capabilities at Indre Harøy (a reverse osmosis plant). As a first mover utilizing the hybrid flow-through technology to produce salmon, Salmon Evolution has also built significant know-how in operating land-based salmon farms and turning know-how into risk reducing operation procedures are deeply rooted in the Company. Vaccination against various deceases is an integral part of the Groups operating procedures.
Access to sustainable feed materials is a vital part of risk management, as feed is the most important input factor for the salmon during the lifecycle. Salmon Evolution, through its cooperation with Cargill, are continuously evaluating and improving the feed ingredients to optimise the feed composition.
Project execution risk
Building a land-based salmon farm is a large and complex project. Successful execution and construction are critical for the Group’s business plan. The most important risks are related to design and execution errors, delays during the execution phase and cost overruns.
Salmon Evolution has built up in-house capabilities on project execution, as well as employing subject matter experts in fields considered critical for the success of its farms. The vast amount of data and know-how Salmon Evolution possesses on operating a hybrid flow-through facility, reduce the risk of design and execution errors.
Salmon Evolution has a defined contractor strategy, where the Company gradually take on more responsibility, exemplified in the differences in contract structure between Indre Harøy phase 1 and 2; in phase 1 Salmon Evolution had one contractor, in phase 2 there are two contractors in addition to own deliverables. In the current contract structure for phase 2 there are moderate risk sharing elements to incentivize realization of the project at target on time and budget.
Financial risks
Through its activities Salmon Evolution is exposed to various kinds of financial risk, i.e. market risk, currency risk, interest rate risk and liquidity risk. Group management oversees the management of these risks and draws up guidelines for addressing them. Financial risk is managed by the Chief Financial Officer of Salmon Evolution.
Market/price risk
Salmon Evolution’s’ entire business is related to the production and sale of salmon, and profitability and cash flow are closely linked to movements in the price of salmon. Historically salmon prices have been volatile with a clear seasonal pattern. Over a long period of time demand has grown steadily, whilst supply has varied more driven by fluctuations in sea temperatures and biological challenges for the net-pen farmers which in all material respect produce the salmon sold globally.
Salmon Evolution has used fixed-price contracts to reduce the price risk only to a very limited extent, but consider it likely that such hedging instruments will be used in the future as they are a good fit for the production model with steady supply throughout the year.
Furthermore, the Group is exposed to changes in market prices for the input factors used in the production process, in particular feed prices and electricity prices. As to the latter, the Group has hedged about half of its expected electricity needs for 2025-2027, with a gradually declining hedging profile.
Currency risk
The Group’s currency risk relates to the Group’s operating, investing, and financing activities denominated in a foreign currency. This includes the Group’s revenues, expenses, and capital expenditures. From time to time the group utilizes financial instruments to hedge its currency exposure.
Salmon is predominantly sold in USD or EUR. The Group uses hedging instruments to hedge the currency exposure on its sales contracts in the period from sale to settlement. The Group did not have any material exposure to foreign currency contracts at the end of the year.
The Group’s presentation currency is Norwegian Kroner (“NOK”).
Interest Rate risk
The Group’s interest rate risk relates primarily to borrowings from financial institutions with floating interest rates. The Group has an interest hedging policy and has entered hedging programs to reduce this risk for parts of its current and planned borrowings in line with this policy.
The Group’s bank loans have an interest rate of NIBOR 3M plus an agreed margin. For further information see note 22.
Credit risk
With respect to credit risk arising from the financial assets of the Group, which comprise cash and cash equivalents, and other receivables, the Group’s exposure to credit risk arises from defaults of the relevant counterparty. The Group has procedures in place to ensure that products are only sold to customers with satisfactory creditworthiness, and in all material respects use credit insurance to mitigate the credit risk. This risk is not considered to be material as of 31 December 2025.
Liquidity risk
A lack of liquidity will entail a risk that the Group will not be able to pay its obligations on maturity. Management monitors rolling forecasts of the Group’s liquidity reserve (comprising cash and cash equivalents) based on expected cash flows. The Group’s business plan and growth strategy is capital intensive, and the Group may be dependent upon future equity issues and/or debt financing to finance its current and long-term plans.
Reporting risk
Salmon Evolution are subject to Norwegian and European Union financial market regulations, as well as the rules of the Oslo Stock Exchange. The follow up of internal controls related to finance is carried out through management’s day-to-day supervision, and follow-up and monitoring by the Groups audit committee. Salmon Evolution has implemented a finance operating model and internal controls to address these risks and have a continuous focus on improving the design and implementation of these.
Regulatory risk
The land-based aquaculture industry is exposed to changes in laws and regulations that could materially impact current facilities and future growth opportunities. Salmon Evolution continuously monitors the development and provides input to relevant committees and hearings.
Responsible business practices
Salmon Evolution is committed to responsible business practices with respect to human rights, labor standards, equality, social matters, anti-corruption and the environment.
Salmon Evolution shall comply with the principles outlined with the UN Global Compact and OECD guidelines for multinational companies.
Salmon Evolution complies fully with the Norwegian Transparency Act (“Åpenhetsloven”). The report is available at www.salmonevolution.no and will be updated by June 2026 as mandated by law.
Salmon Evolution has a Code of Conduct that applies to all employees, contract workers, board members and other persons acting on behalf of Salmon Evolution. The Code of Conduct is available at www.salmonevolution.no.
Salmon Evolution is committed to the Norwegian anti-discrimination act and strive to provide equal opportunities.
For further information related to environmental conditions see chapter for “Sustainability and corporate responsibility”.
People
Health and safety
Salmon Evolution aims to have zero injuries amongst its staff, employee safety and a healthy working environment are high on the Board’s agenda. In 2025 the company had 0 injuries that resulted in time lost from work (LTI), down from 3 in 2024.
Diversity and equal rights
Salmon Evolution is committed to the Norwegian anti-discrimination act and strive to provide equal opportunities. The gender ratio in the Group is 28 % women and 72 % men at the end of 2025. The Groups works actively in offering apprenticeships to young employees.
For further information related to sick leave see chapter for “Sustainability and corporate responsibility”.
Outlook
Salmon Evolution have clear strategic priorities, namely operational excellence and Indre Harøy phase 2 project execution. The board is satisfied with the continued operational and strategic progress achieved through 2025, and that Salmon Evolution remains firmly on track in its ambition to be the global benchmark for sustainable land-based salmon farming.
As we enter 2026, Salmon Evolution is on the verge of an operational and financial transformation with the phase 2 expansion project being taken into operation through 2026. Combined phase 1 and 2 at Indre Harøy will be transformative for Salmon Evolution, ensuring critical scale and supporting a substantial organic investment capacity in the years to come.
In 2025 the Norwegian government put new regulation of land-based aquaculture into law, further underlining the relative attractiveness of Norway as a place to invest and grow the business, especially when combined with the structural benefits Norway offers on people, cost, technology and access to capital given its deep salmon farming value chain.
Although salmon prices were weak through 2025, but as the structural demand outlook for Atlantic salmon remains strong, and that growth from traditional farming methods will remain muted in the years ahead, underpinning a strong price outlook in the years ahead.
The company remains fully committed to its long-term vision; to be a global leader in land-based salmon farming, delivering sustainable, high-quality salmon while continuously driving biological and operational excellence. With phase 1 at Indre Harøy in full operation and phase 2 operations initiating soon, Salmon Evolution is in a unique position to capitalize on future opportunities and further solidify its leadership position in the industry.
Board of directors
Regional and international entrenchment and industry-based expertise characterize our directors. Their common denominator and driving force are a belief in farming salmon sustainably on land, based on the board’s overall expertise and the choice of the right technology.
Tore Tønseth
Chairman of the board
Peder Stette
Board Member
Anne Breiby
Board Member
Ingvild Vartdal
Board Member
Vibecke Bondø
Board Member
Eunhong Min
Board Member
Jan-Emil Johannessen
Board Member
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Corporate governance
Salmon Evolution follows the Norwegian Code of Practice for Corporate Governance (“NUES” or the “Norwegian Code”). A full description of the Norwegian Code is available at www.nues.no. In the following sections Salmon Evolution has addressed the adherence to the 15 issues covered by the Norwegian Code. Salmon Evolution is fully compliant, except for section 6 regarding attendance at general meetings and section 14 regarding lack of explicit guidelines for dealing with takeover bids and section. Salmon Evolution currently does not have a remuneration committee as this is not considered necessary in the light of the composition of the board of directors but will consider establishing a remuneration committee going forward.
1. Implementation and reporting on corporate governance principles.
The Board of Directors of Salmon Evolution (the “Board”) is aware of its responsibilities with regards to development and implementation of internal rules, procedures and regulations to ensure the Company at its subsidiaries complies with the principles for good corporate governance. The governance documents and practices are subject to annual review.
Salmon Evolutions overall vision is “Extending the Ocean Potential”, and closely linked to this is the Company’s values “Responsible”, “Competent”, “Innovative” and “Team Player”.
Salmon Evolution is made up of individuals with different nationalities, cultures, and customs. The Code of Conduct sets standards for the expected behaviour between colleagues and defines what external parties can expect of employees and representatives of Salmon Evolution. The Code of Conduct was last updated in 2024. The Code of Conduct is available at www.salmonevolution.no.
| The Norwegian Code of Practice for Corporate Governance | Status | |
|---|---|---|
| 1 | Implementation and Reporting of Corporate Governance Principles | Compliant |
| 2 | Business | Compliant |
| 3 | Equity and Dividends | Compliant |
| 4 | Equal Treatment of Shareholders and Transactions with Related Parties | Compliant |
| 5 | Freely Negotiable Shares | Compliant |
| 6 | General Meeting | Compliant |
| 7 | Nomination Committee | Compliant |
| 8 | Corporate Assembly and Board of Directors: Composition and Independence | Compliant |
| 9 | The Work of the Board of Directors | Compliant |
| 10 | Risk Management and Internal Control | Compliant |
| 11 | Remuneration of the Board of Directors | Compliant |
| 12 | Remuneration of Executive Management | Compliant |
| 13 | Information and communications | Compliant |
| 14 | Takeovers | Partly compliant |
| 15 | Auditor | Compliant |
2. Business
Salmon Evolution is the world’s largest land-based salmon farmer. The Company’s objective is defined in the articles of association:
“The company’s operations are investments and land-based salmon farming, both nationally and internationally, and investments in companies connected to the aquaculture industry.“
The articles of association is available at Salmon Evolutions website www.salmonevolution.no.
Salmon Evolutions board has defined clear objectives and strategies to secure optimal value creation for its shareholders and other stakeholders. The strategic priorities defined by the board are systematically assessed at regular intervals by the group management team. The company’s objectives and main strategies are shared in the annual report and can be found on the company’s website www.salmonevolution.no.
3. Equity and dividends
The shareholders equity in parent as of December 31, 2025 was NOK 2,646 million (2,586 million) which represents 88.0 % (93.1 %) of the total assets.
Since its inception Salmon Evolution has actively been using debt and capital markets to fund its growth roadmap. The Company is continually optimizing its capital structure through strategic financial management, carefully balancing debt and equity to maintain financial stability whilst also funding expansion projects. By regularly evaluating and adjusting its capital structure, the company aims to reduce costs and improve returns on capital employed.
The board has defined a clear dividend policy for Salmon Evolution. The financial statements for the group show a net loss of NOK 171.6 million for the year. The Board of Directors proposes that the loss are covered by a transfer from other equity.
4. Equal treatment of shareholders and transactions with related parties
Salmon Evolution has one class of shares. All shares carry equal rights in the Company, and the Articles of Association do not contain any provisions restricting the exercise of voting rights.
Any purchase or sale by of own shares will be through the Oslo Stock Exchange or at prices quoted on the Oslo Stock Exchange.
Any transaction between the Company and a related party will be on arm’s length terms or, if relevant, will rest on a valuation obtained from an independent third party.
In the event of capital increases based on authorisations issued by the general meeting of shareholders, where the existing shareholders’ rights are waived, the reason for this will be provided in a public announcement in connection with the capital increase.
5. Freely negotiable shares
All shares in the Company have equal rights and may be traded freely.
6. General meeting
The company’s highest decision-making body is the General Meeting of Shareholders, and the general meetings are open to participation by all shareholders.
An invitation to attend the AGM or an EGM will be issued no later than 21 days prior to the date of the meeting.
In accordance with the company’s articles of association, documents relating to matters to be addressed at a general meeting of shareholders may be made available on Salmon Evolution’s website. The same applies to documents which by law must be included in or attached to the invitation to attend the general meeting. If the documents are made available in this way, the statutory requirement with respect to distribution to shareholders is not applicable. A shareholder may nevertheless ask to be sent documents relating to matters to be discussed at a general meeting by post.
Case documents must contain all the documentation necessary to enable shareholders to take a standpoint on all matters to be addressed. Pursuant to section 5-11 of the Public Limited Companies Act, shareholders are also entitled to table their own items for consideration by the general meeting.
The deadline for notification of shareholders’ intention to attend a general meeting is stipulated by the Board of Directors in the invitation thereto, no less than five days prior to the date of the meeting. Shareholders may send notification of their attendance, using the form provided, by post or email to the company’s account manager DNB, or via the company’s website www.salmonevolution.no.
Shareholders are entitled to make proposals and cast their votes either in person or through a proxy, including a proxy appointed by the company. The proxy form also enables shareholders to grant a proxy vote for each individual agenda item and in connection with the election of each board member. Shareholders are entitled to cast their votes on each individual item on the agenda, including each individual Director nominated to the Board or members for the Nomination Committee. The Board determines the agenda for the meeting, and the main issues to be dealt with by the AGM are regulated by Article 9 of the company’s articles of association and section 5-6 of the Public Limited Companies Act. The Board Chair and the company’s auditor will be represented at general meetings, which will normally be chaired by the Board Chair. Other members of the Board of Directors and members of the Nomination Committee may in addition be represented at general meetings.
Deviations from the code of practice: It is considered from time to time whether the entire Board of Directors and the Chair of the Nomination Committee will be present at the general meetings.
7. Nomination Committee
The General Meeting of Shareholders elects the company’s nomination committee (the “Nomination Committee”). The Nomination Committee consists of three members: Frode Håkon Kjølås (Chair), Berit Rogne and Trond Svinø. All members of the committee are independent of the Board and the company’s executive management. The Nomination Committee submits its recommendations to the General Meeting of Shareholders regarding the election of members to the Board and the Nomination Committee and their respective remuneration.
The general meeting has approved a set of instructions defining the responsibilities of the Nomination Committee. These instructions are available at www.salmonevolution. com. All shareholders are invited to propose candidates to the Board and the Nomination Committee through the company’s website.
8. Corporate assembly and Board of Directors: composition and independence
The company does not have a corporate assembly. According to the company’s articles of association, the company shall have a Board consisting of a minimum of five and a maximum of nine members. The Chair of the Board is elected by the general meeting based on a proposal from the Nomination Committee, as are the other members representing the shareholders. Board members are elected for a period of two years at a time.
To ensure continuity, not all seats on the Board come up for election in the same year. At present, the Board consists of seven members. All Board members are considered independent of the company’s executive management and material business partners. At present six out of seven board members own shares or are closely associated with large shareholders.
9. The work of the Board of Directors
According to the Norwegian Public Limited Liability Companies Act, the Board has overall responsibility to oversee the management of the company, while the CEO is responsible for day-to-day management.
The Board is responsible for ensuring that the Group’s activities are soundly organised, and for approving all plans and budgets for the activities of the Group. The Board approves a statement of the CEO’s duties, responsibilities and authorisations. The Board keeps itself informed about the Company’s activities and financial situation and is under obligation to ensure that its activities, financial statements, and asset management are subject to adequate control through the review and approval of the Company’s monthly and quarterly reports, and annual financial statements. The Board shall also ensure that the Group has satisfactory internal control systems.
The CEO oversees the day-to-day management of Salmon Evolution and is responsible for ensuring that the Company is organised in accordance with applicable laws, the company’s articles of association and the decisions adopted by the Board and the com-pany’s general meeting. The CEO has particular responsibility for ensuring that the Board receives accurate, relevant and timely information in order to enable it to carry out its duties. The CEO shall also ensure that the Group’s financial statements comply with Norwegian legislation and regulations and that the assets of the company are soundly managed.
The Board makes an annual assessment of its own work and competence. The Board held fifteen meetings during 2025.
| Name | Role | Elected until | Independent of management and material business associates? (yes/no) | Independent of major shareholder? (yes/no) | Board meeting attendance 2025 | Comment |
|---|---|---|---|---|---|---|
| Tore Tønseth | Chair | 2026 | Yes | Yes | 15/15 | Closely associated with Ronja Capital Investment AS |
| Anne Breiby | Director | 2027 | Yes | Yes | 15/15 | |
| Peder Stette | Director | 2027 | Yes | Yes | 15/15 | Closely Associated with Stette Invest AS |
| Ingvild Vartdal | Director | 2026 | Yes | Yes | 15/15 | |
| Vibecke Bondø | Director | 2027 | Yes | Yes | 15/15 | Closely Associated with Bondø Invest AS |
| Jan-Emil Johannessen | Director | 2027 | Yes | Yes | 15/15 | Closely Associated with Jawendel AS |
| Eunhong Min | Director | 2026 | No | Yes | 6/15 | Closely associated with Dongwon Industries |
10. Risk management and internal control
The Board and Group management are responsible for establishing adequate risk management and internal control systems. The company’s systems and procedures for risk management and internal control are intended to ensure compliance with relevant legislation and regulations, efficient operations, as well as timely and correct financial reporting.
The Board performs an annual review of the company’s risk management and corporate governance. The most important risk factors of Salmon Evolution are biological risks related to the operation of the smolt and grow-out facility, technical risks primarily related to the operation of the grow-out facility and financial risks. The financial risks are predominately fluctuations in salmon price, currencies and interest rates.
It is the CEO’s responsibility to ensure that the company operates in accordance with all relevant statutes and guidelines.
Internal control over financial reporting
The Board and Group management are responsible for establishing and maintaining adequate internal control over financial reporting, and the process for internal control is developed under the supervision of the Chief Financial Officer. The process is established to provide reasonable assurance of the reliability of financial reporting in the Company, as well as ensuring that the preparation of Salmon Evolutions financial statements are in accordance with the applicable Financial Reporting Standards.
The Audit Committee monitors financial reporting and its related internal controls, including application of accounting principles and informed judgements. The Chief Financial Officer and the Audit Committee have regular meetings with the external auditor present to discuss issues related to financial reporting.
Code of conduct and ethical guidelines
The Code of Conduct describes Salmon Evolution’s commitment and requirements in connection with ethical issues relevant to business practice and personal conduct. The Code of Conduct has been communicated to employees, and each employee is expected to make a personal commitment to abide by the Code of Conduct. Salmon Evolution’s whistle blowing procedure facilitates reporting concerns about potential violations of law and breaches of the Code of Conduct. On whistle blowing the Company had no reported cases in 2025.
11. Remuneration of the Board of Directors
Remuneration for the members of the Board is determined by the General Meeting of Shareholders. The remuneration reflects the Board’s responsibility, expertise, time and the complexity of the Company’s activities. The remuneration is not linked to the Company’s performance. All members of the Board, with the exception of the Chair, receives the same remuneration. The members of the Audit Committee receive separate, additional remuneration. The fee paid to the members of the Board is fixed for each 12-month period. The remuneration paid to members of the Board is disclosed in the Remuneration Report according to Allmennaksjeloven (The Public Limited Liability Companies Act) § 6-16 b.
12. Remuneration of Executive Management
The Board of Salmon Evolution ASA determines the principles applicable for compensation of senior executives. The Board is directly responsible for determining the CEO’s salary and other benefits. The CEO is, in consultation with the Chair of the Board, responsible for determining the salary and other benefits for the Group’s other senior executives.
Remuneration of the company’s CEO and the executive management team is disclosed in the Remuneration Report according to Allmennaksjeloven (The Public Limited Liability Companies Act) § 6-16 b.
In compliance with the Norwegian Public Limited Liability Companies Act, the Board prepares a statement regarding the remuneration of the executive management team for consideration by the General Meeting of Shareholders.
The remuneration package for corporate executive staff consists of the following main elements:
- Fixed salary
- Pension
- Benefits in kind
- Termination payment
- Incentive scheme
13. Information and communications
Each year the Company publishes its financial calendar detailing when it will present quarterly reports, the annual report and the date of the General Meeting of Shareholders.
All information concerning major events is publicly disclosed in accordance with the regulations of the Oslo Stock Exchange and posted on the Company’s website.
The Company holds physical presentations of its quarterly results (also available via webcast).
Investor relations policy
Salmon Evolution’s Investor Relations Policy sets the basic principles for our communication and dialogue with capital markets participants, including guidelines for contact with shareholders outside general meetings. We are committed to providing our shareholders with accurate, clear, relevant, and complete information on our performance and market position.
Communication with stakeholders shall be based on the principles of equal treatment and transparency, and we aim to continually ensure trust and stakeholder confidence.
The responsibility for Salmon Evolution’s investor relations activities lies with our Chief Financial Officer.
14. Takeovers
In the event the Company becomes the subject of a takeover bid, the board of directors shall seek to ensure that the Company’s shareholders are treated equally and that the Company’s activities are not unnecessarily interrupted. The board of directors shall also ensure that the shareholders have sufficient information and time to assess the offer.
There are no defence mechanisms against takeover bids in the Company’s Articles of Association, nor have other measures been implemented to specifically hinder acquisitions of shares in the Company.
The board of directors has not established written guiding principles for how it will act in the event of a takeover bid.
15. Auditor
EY is the Company’s elected auditor. The auditor is independent of Salmon Evolution ASA and is appointed by the General Meeting of Shareholders. The auditor’s fee is approved by the General Meeting of Shareholders.
The auditor presents an audit plan to the Audit Committee and is present at Board meetings dealing with the preparation of the annual accounts where the audited financial statements and internal control procedures are reviewed and approved. The auditor participates in the General Meeting of Shareholders.

