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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