1.    BACKGROUND
This statement has been prepared by Pareto Securities 
AS ("Pareto") on behalf of Copeinca ASA ("Copeinca") 
in connection with the voluntary offer (the "Offer") 
by Cermaq ASA ("Cermaq"), a company incorporated 
under the laws of Norway, to acquire all shares in 
Copeinca, announced 5 April 2013. 

The Voluntary Offer Document (the "Offer Document") 
is dated 29 April 2013 and the offer period is from 
and including 29 April 2013 to 28 May 2013 
(the "Offer period").

The shareholders in Copeinca will be offered NOK 
59.70 per outstanding share excluding proposed 
dividend of NOK 3.56 (the "Offer Price") from Cermaq. 
This represents a 10.9% premium to the offer price of 
NOK 53.85 per share in the voluntary offer launched 
by Grand Success Investment (Singapore) Private 
Limited ("GSI") on 13 March 2013 and a 42.8% premium 
to the closing price of the Copeinca share on 25 
February 2013, the last trading day prior to the 
announcement of the intended offer by GSI.

The Board of Directors of Copeinca unanimously 
recommends the Offer by Cermaq and has announced its 
view in a statement attached as Appendix D to the 
Offer Document. In addition, Dyer Coriat Holding SL 
and Weilheim Investments SL in which the following 
board members have interest; Samuel Dyer Coriat, 
Samuel Edward Dyer Ampudia, Sheila Dyer and Luis Dyer 
Ampudia, have entered into agreement to sell 
22,663,230 shares (representing 32.3% of shares) in 
Copeinca to Cermaq, subject to the completion of the 
Offer. In addition, Samuel Dyer Coriat and Samuel 
Edward Dyer Ampudia have sold 46,000 shares and 
11,000 shares respectively. As of 14 May 2013, Cermaq 
controls 51.7% of the shares in total.

The Oslo Stock Exchange ("OSE"), in its capacity as 
takeover supervisory authority, has decided that the 
statement related to the Offer pursuant to section 6-
16 (cf. 6-19) of the Norwegian Securities Trading Act 
shall be provided by an independent competent advisor 
on behalf of Copeinca. The background of this is that 
the Offer has been made in concert with the Board of 
Directors of Copeinca. Pareto has been appointed by 
Copeinca to give this statement pursuant section 6-16 
(cf. 6-19) of the Norwegian Securities Trading Act in 
relation to the Offer set forth by Cermaq.

This statement is based on material in the public 
domain, including financial, economic, market and 
other conditions, and other information available. 
Pareto has based its statement on the presumption 
that this material is accurate and correct. Pareto 
has not undertaken any independent examination of 
such third party information in this respect and does 
not represent or warrant its accuracy. 

Evaluations of this nature will always contain an 
element of uncertainty, and although reasonable care 
and efforts have been exerted, Pareto does not accept 
any legal or financial liability related to this 
statement or for any consequences resulting from 
acting to or relying on statements made in this 
statement.

2. ASSESSMENT OF THE OFFER
2.1 Impact on Copeinca and the employees
Reference is made to section 4 of the Offer Document 
concerning the consequences of the Offer for Copeinca 
and the employees. 

At the time of this statement, Pareto has neither 
received nor been made aware that there is any 
statement from the employees in connection with the 
offer.

2.2    Delisting of the shares from OSE
Reference is made to section 4.5 of the Offer 
Document regarding a potential delisting of the 
shares from OSE. 

2.3    Evaluation of the Offer Consideration
The value of the Offer Consideration to Copeinca 
shareholders has been evaluated on objective criteria 
to the extent possible, and based on generally 
accepted valuation methods that are deemed necessary 
or applicable. In addition, Pareto has taken into 
account other factors considered to be of relevance 
when submitting this statement, including but not 
limited to:

-Pre-acceptance by Board of Directors and other 
shareholders

-Copeinca share price development relative to the 
market

-Copeinca share price development relative to key 
peers

-Bid premium compared to last close, 30 days volume 
weighted average price, 90 days volume weighted 
average price, the bid from GSI and historical 
average bid premium over the last 15 years

-Liquidity in the share

-Relative valuation to other publicly traded shares 
within comparable market segments

-Relevant transactions

-Analyst consensus view

-Current conditions and outlook in the fishmeal and 
fish oil market

Based on the information available, Pareto is of the 
opinion that the Offer Price reflects the current 
underlying values in the Company and there of a fair 
value to the shareholders. 

This statement does not represent a recommendation to 
accept or reject the Offer. Pareto recommends each 
shareholder to evaluate the Offer in accordance with 
own judgment and preferences.

Yours sincerely,

On behalf of Pareto Securities AS

Kjetil Sjursen

Phone:     +47 22 87 87 53
Mobile: +47 91 34 80 31
E-mail: ks@paretosec.com
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