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2015-AKBM-02.indd • Created: 09.10.2014 • Modified: 03.06.2016 : 19:22 All rigths reserved Annual report 2015 Home | Contents | This is Aker BioMarine | Corporate governance | Board of Directors | Directors' report | Financial statements | Contact 1 / 72
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Page 1: Annual report 2015 - Aker BioMarine BioMarine...2006: Aker BioMarine AS established, merged with Natural ASA and listed on the Oslo Stock Exchange in 2007. 2003: Aker ASA initiated

2015-AKBM-02.indd • Created: 09.10.2014 • Modified: 03.06.2016 : 19:22 All rigths reserved © 2016 Teigens Design

Annual report 2015

Home | Contents | This is Aker BioMarine | Corporate governance | Board of Directors | Directors' report | Financial statements | Contact 1 / 7 2

Page 2: Annual report 2015 - Aker BioMarine BioMarine...2006: Aker BioMarine AS established, merged with Natural ASA and listed on the Oslo Stock Exchange in 2007. 2003: Aker ASA initiated

2015-AKBM-02.indd • Created: 09.10.2014 • Modified: 03.06.2016 : 19:22 All rigths reserved © 2016 Teigens Design

ContentsThis is Aker BioMarine 3

2015 in numbers 4

CEO's letter 6

Management 10

Growth 12

Production 16

Innovation 20

Sustainability 24

Corporate governance 28

Board of Directors 32

Directors' report 34

Financial statements 38

Directors’ responsibility statement 39

Group accounts 40

Parent company accounts 60

Auditor's report 68

Contact 70

“In 2015, we set a clear course for our passionate and capable organization: We will be an integral part of our customers’ success, we will continue to drive scientific discovery and innovation, and we will further strengthen our product quality and cost leadership.”Matts Johansen, CEO, Aker BioMarine

Aker BioMarine AS annual report 2015

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2015-AKBM-02.indd • Created: 09.10.2014 • Modified: 03.06.2016 : 19:22 All rigths reserved © 2016 Teigens Design

This is Aker BioMarine

Contents

4 KEY FIGURES:

2015 in numbers

6 CEO'S LETTER:

A historic year, yet our journey has  just begun

10 MANAGEMENT: Meet the

new  team

12 GROWTH:

What drives our growth?

16 PRODUCTION:

From catch to product

20 INNOVATION:

Doing the impossible

24 SUSTAINABILITY:

Sustainable by default

Aker BioMarine is a leading supplier of krill-derived products to the consumer health and wellness and animal nutrition markets. Aker BioMarine is dedicated to the sustainable harvest of krill and development of krill-derived products. The company supplies biomarine ingredients through a 100 percent traceable supply chain. Aker BioMarine was the first krill company to be awarded Marine Stewardship Council (MSC) certification.

Aker BioMarine AS annual report 2015

This is Aker BioMarine: 2015 in numbers | CEO's letter | Management | Growth | Production | Innovation | Sustainability

Home | Contents | This is Aker BioMarine | Corporate governance | Board of Directors | Directors' report | Financial statements | Contact 3 / 7 2

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406080

100120140

2015201420132012

2%

1.6MILLION

13%

15.5MILLION

5%

6.0MILLION

24%

25.7MILLION

-20

-10

0

10

20

38% 33% 29% 29%

Historical Facts

2015: Matts Johansen took over the position as Aker BioMarine’s CEO. He appointed a new executive management team to set the company’s course for the future. The Houston manufacturing facility became fully operational, allowing the launch of a new and improved krill oil extraction technology, Flexitech™. This patent-protected technology enables Aker BioMarine to continually expand its product line and bring further innovation to the krill oil market.

2014: Aker BioPharma merged with Aker Bio Marine. An important strategic change with coordinating and strengthening science and innovation.

2013: Aker BioMarine ASA was de-listed from the Oslo Stock Exchange. Aker BioPharma AS established to explore and develop krill based pharmaceutical products.

2011: Aker BioMarine acquired the krill harvesting vessel Thorshøvdi, subsequently renamed Antarctic Sea.

2009: Commercial breakthrough for Superba™ krill oil in US market; received Novel Food approval in the EU.

2006: Aker BioMarine AS established, merged with Natural ASA and listed on the Oslo Stock Exchange in 2007.

2003: Aker ASA initiated a project for harvesting and processing Antarctic krill leveraging its extensive fishing experience.

2015 in numbers

PROFIT & LOSS ITEMSUSD million

Total revenuesand other income

Cash flowfrom operating activities

EBITDAand EBITDA-margin

Profitfor the year (31.8) (19.3) (17.3) 0.8 MILLION MILLION MILLION MILLION

Interest bearing debt 119.4 148.4 157.0 158.3 MILLION MILLION MILLION MILLION

Equity ratio

CASH FLOWUSD million

BALANCE SHEET

105.1

18.3

112.3

(11.1)

117.2

(17.9)

81.1

(8.2)

Aker BioMarine AS annual report 2015

This is Aker BioMarine: 2015 in numbers | CEO's letter | Management | Growth | Production | Innovation | Sustainability

Home | Contents | This is Aker BioMarine | Corporate governance | Board of Directors | Directors' report | Financial statements | Contact 4 / 7 2

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Nutraceuticals (Superba™)Aquaculture (Qrill™ Aqua)Pet and other

Norway and EUUnited StatesAustraliaAsiaOther regions

0 25 50 75 100 125

2012

2013

2014

2015

REVENUES – BY SOURCEUSD million

OFFSHORE OPERATIONS

Krill catch Krill meal produced — Metric Tons

REVENUES – GEOGRAPHIC INFORMATIONUSD million

39.2

20.4

44.2

41.6

0

30 000

60 000

90 000

120 000

150 000

2015201420132012

82 675

12 125

117 444

17 185

144 765

23 815

146 261

25 217

13.9

13.8

5.6

10.6

6.5

5.9

9.4

7.5

10.4

5.6

9.5

7.5

35.0

35.5

43.1

49.9

0

20

40

60

80

201420132012

53.4

77.769.2

22.033.2 39.2

5.7 6.2 4.0

0

20

40

60

80

2015

54.944.9

5.4

215 22 16%EMPLOYEES DIFFERENT NATIONALITIES OF EMPLOYEES ARE WOMEN

Aker BioMarine AS annual report 2015

This is Aker BioMarine: 2015 in numbers | CEO's letter | Management | Growth | Production | Innovation | Sustainability

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CEO'S LETTER:

A historic year, yet our journey has  just begun By Matts Johansen, CEO

Krill is one of our planet’s largest biomasses. This tiny crustacean, present in all oceans, holds a vital, albeit low position on the marine food chain. Through millions of years of evolution, krill’s bioactive components and molecules have sustained Nature’s diverse species.

2015 KEY FIGURESREVENUE: $105.1 million

EBITDA: $25.7 million

OPERATING CASH FLOW: $2.8 million

Aker BioMarine’s mission is to discover, develop, and commercialize Antarctic Krill’s valuable bioactive constituents. We strive to directly improve the health of people and animals, as well as help feed the world’s growing population via more efficient production of farmed seafood, in particular. We are accomplishing our objectives by building a fully traceable, transparent, and sustainable supply chain that reaches from our Antarctic fishing vessels to the consumer.

We are doing things no other company has done before — and have uniquely overcome previously unsolved industry challenges. Because Aker BioMarine is the leader in the krill category, the responsibility falls on our shoulders to take our industry forward on several levels. Meeting this challenge influences how we build our organiza-tion, our culture, and our strategy. And it requires extraordinary performance.

Success starts with our employeesWhen we seek inspiration from comparable companies and industries, we generally find it at Silicon Valley technology firms. They make products and find solutions that are unique. They do things no one has done before, and they deliver products that meaningfully impact businesses and people. All these companies have one thing in common: They place employees at In June 2015 Matts Johansen was appointed CEO of Aker BioMarine.

Aker BioMarine AS annual report 2015

This is Aker BioMarine: 2015 in numbers | CEO's letter | Management | Growth | Production | Innovation | Sustainability

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the heart of everything they do. Their employees show determination and make bold decisions. They are proud and passionate about their jobs. They are diverse — and are strengthened by that diversity. Determined, Proud, Diverse, along with Sustainable, are Aker BioMarine’s values. Easy to say, difficult to live up to. In 2015, we started the journey to walk the talk by driving change in our culture, simplifying business processes, and aligning our organization towards one common goal and strategy.

And continues with our customersAker BioMarine is successful only if our customers are successful. Genuine, active partnerships with our customers create incredible results. Success requires the ability to merge profound knowledge about our products, features, and benefits, with consumer and market insights, retail know-how, and branding expertise.

Today’s product lifecycles are getting shorter — and rapid time-to-market is ever more critical for success. With our passion for and focus on krill, we believe we are in the best position to combine comprehensive product knowledge with market insight. Accordingly, in 2015, we decided to build a new marketing and communication approach, delivering insight-based concepts and ideas for our customers. Even if this is a new way of working for Aker BioMarine and for many of our customers, we believe that in the long term, this is the only way for an ingredient company to succeed.

Moving the industry forward by sharing knowledgeAker BioMarine is a ten-year-young biotech-nology company. Our sophisticated products and processes have only scratched the surface as to the future health and nutrition benefits that Antarctic Krill’s bioactive components and molecules are capable of providing.

What we need to do now is to drive R&D innovation — from further discovery of bioactive components and mechanisms through development of manu-facturing processes and commercialization. We are doing this by collaboratively engaging both talented PhD-level scientists possessing decades of experience and analytical business development professionals. Furthermore, we have launched an Open Innovation Program that enables external companies and institutions to innovate and conduct research on Aker Bio Marine’s products in tandem with our own in-house research projects staff. We provide cost-free materials, support, and access to all our documentation, with no strings attached and free of discouraging agreements that must be signed. We believe sharing our knowledge will significantly advance our industry.

Economies of scaleAker BioMarine intends to operate with the industry’s most cost-effective supply chain, and

“In 2015, we started the journey to walk the talk by driving change in our culture, simplifying business processes, and align ing our organization towards one common goal and strategy.”

About Aker BioMarine ■ Aker BioMarine is a leading supplier of

krill-derived products to the consumer health and wellness and animal nutrition markets

■ Aker BioMarine is dedicated to the sustainable harvest of Antarctic Krill and development of krill-derived products

■ The company supplies biomarine ingredients through a 100 percent traceable supply chain

■ Aker BioMarine was the first krill company to be awarded Marine Stewardship Council (MSC) certification

Aker BioMarine AS annual report 2015

This is Aker BioMarine: 2015 in numbers | CEO's letter | Management | Growth | Production | Innovation | Sustainability

Home | Contents | This is Aker BioMarine | Corporate governance | Board of Directors | Directors' report | Financial statements | Contact 7 / 7 2

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deliver the best quality products available. We are able to deliver on this promise due to the scale of our production volume and infrastructure. In 2015, our two Antarctic factory trawlers harvested more than 60 percent of the total catch of the Antarctic Krill fishery. Ten other vessels shared the remaining 40 percent of the catch. Our scale of harvesting generates significantly lower unit costs than any other krill company. Furthermore, our new krill oil processing plant in Houston, Texas, that went online in 2015 has significantly increased production capacity. This scale-based differential — at sea and on land — provides us with enough margin to invest in technology to continually raise product quality. Our economies of scale also allow us to continue funding the majority of all research conducted on krill products and investments in marketing resources essential to driving growth.

A historic year for Aker BioMarine2015 was the best year in the history of Aker

BioMarine. We generated USD 105 million in revenue that yielded an EBITDA of USD 25.7 million. Many of our customers experienced great growth and commercial success with their krill products. Yet, we have just begun the journey to explore and realize the full potential of the bioactive components found in Antarctic Krill. When we embarked on this journey we made a commitment to sustainability. This year we renewed it by scaling up our partnership with WWF to include sustain-ability in our annual reporting, and by establishing the Antarctic Wildlife Research Fund to facilitate and promote more research on the Antarctic ecosystem. In 2015, we set a clear course for our passionate and capable organization: We will be an integral part of our customers’ success, we will continue to drive scientific discovery and innovation, and we will further strengthen our product quality and cost leadership.

Krill harvesters Antarctic Sea and Saga Sea and support vessel La Manche.

Superba™ Krill• Superba™ Krill is a more natural and efficient

form of omega-3 — providing health benefits for the human body, including boosting heart, brain, and joint health

• Harvested from pristine Antarctic waters, free of pollutants and heavy metals

• Total product traceability, back to where the raw materials were harvested

• Sustainably harvested with virtually no by-catch.

Qrill™ Pet• Qrill™ Pet is a valuable ingredient for pet

nutrition with documented health benefits for domestic animals

• Qrill™ Pet is a great source of omega-3 fatty acids and protein

• Animals find Qrill™ Pet products palatable.

Qrill™ Aqua• Qrill™ Aqua is a valuable feed additive for

shrimp, marine fish, and salmonids• Research shows that fish and shrimp fed with

Qrill™ eat more and grow faster• Qrill™ acts as an efficiency driver in diets with

a high content of vegetable proteins, providing equal performance at lower feed costs for fish farmers

• Salmon fed on diets containing Qrill™ have better fillet quality, fat distribution, and yield.

Aker BioMarine AS annual report 2015

This is Aker BioMarine: 2015 in numbers | CEO's letter | Management | Growth | Production | Innovation | Sustainability

Home | Contents | This is Aker BioMarine | Corporate governance | Board of Directors | Directors' report | Financial statements | Contact 8 / 7 2

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“Our sophisticated products and processes have only scratched the surface as to the future health and nutrition benefits that Antarctic Krill’s bioactive components and molecules are capable of providing.”

Aker BioMarine AS annual report 2015

This is Aker BioMarine: 2015 in numbers | CEO's letter | Management | Growth | Production | Innovation | Sustainability

Home | Contents | This is Aker BioMarine | Corporate governance | Board of Directors | Directors' report | Financial statements | Contact 9 / 7 2

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Matts JohansenChief Executive Officer

Before being named CEO in 2015, Matts was Aker BioMarine’s COO. As the CEO of Aker BioMarine, Matts takes on a mission to discover, develop and commercialize krill products. Prior to joining Aker BioMarine in 2009, he was the CMO of Telefonica O2. Matts brings to the company extensive interna-tional experience following studies at Oslo University College and Columbia University.

Fredrik Dokk NygaardChief Financial Officer

Fredrik has been with Aker BioMarine since 2009. He is responsible for the company’s Finance and Accounting function, overseeing treasury, tax, legal, accounting and business intelli-gence matters. During his years at Aker BioMarine, Fredrik has led refinancing projects, mergers and acquisitions, and listings and de-listings. Prior to joining Aker BioMarine, he worked with the parent company Aker ASA. He received his Master’s degree from the Norwegian School of Management.

Webjørn EikremEVP Harvesting, Production and Supply Chain

Webjørn joined Aker BioMarine in 2007. He oversees Aker BioMarine’s entire supply chain, from harvest to production, including the company’s Antarctic vessels, the krill oil factory in Houston, product quality, and global logistics. Webjørn has been instrumental in establishing Aker BioMarine’s offshore operations, and has provided leadership in what is regarded as one of the world’s most sustainable and effective fisheries. Formerly a Captain and Fleet Captain for American Seafoods, his Navigational education was at the Maritime Academy in Ålesund, Norway.

MANAGEMENT:

Meet the new team On June 9, 2015, Matts Johansen took over the position as Aker BioMarine’s CEO. Here is the new executive management team he appointed to set the company’s course for the future.

Aker BioMarine AS annual report 2015

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Torbjørn FurusethEVP Innovation

Torbjørn has been with Aker BioMarine since 2014. He oversees the company’s Innovation department including product innovation, science and IP-portfolio. Before he joined Aker BioMarine, Torbjørn held senior positions at Trygg Pharma and was a consultant at McKinsey & Co. Torbjørn received his doctor of medicine (MD) degree from the Norwegian University of Science and Technology with three years of clinical practice.

Kristine HartmannEVP Transformation

Kristine joined Aker BioMarine in 2011. She is responsible for increasing Aker BioMarine’s transparency, aligning day-to-day operations with the company’s strategy, and transforming the business to meet rising expecta-tions from customers, employees, and other stakeholders. Prior to joining Aker BioMarine, Kristine held several senior consulting positions at PwC and Accenture. Kristine has a Master’s degree from the Norwegian University of Science and Technology and University of New Orleans.

Sigve NordrumEVP Qrill™ Sales

Sigve has been with Aker BioMarine since 2007. He is responsible for the sales, marketing, and R&D of krill products, including global animal and aquaculture markets. Prior to joining the company, Sigve worked at BioMar and the Norwegian Ministry of Fisheries. Sigve has a Master’s degree from the Norwegian School of Life Sciences and a PhD from the Norwegian Veterinary College.

Todd NortonEVP Superba™ Sales

Todd has been with Aker BioMarine since 2010. He is responsible for global Superba™ sales. Prior to joining Aker BioMarine, Todd was the President and COO at Sabinsa. He also has more than 35 years’ experience working in the nutraceutical industry. Todd has a B.A. degree in Business Management.

Trond Atle Smedsrud EVP Marketing and Communication

Trond Atle joined Aker BioMarine in 2015 to run the global marketing and communications department. He plays a central role in building understanding of end-users of the company’s products and developing insight-driven concepts. Prior to joining Aker BioMarine, Trond Atle worked in senior positions at Coca-Cola and PwC. Trond Atle has a Master’s degree from BI Norwegian School of Management.

Aker BioMarine AS annual report 2015

This is Aker BioMarine: 2015 in numbers | CEO's letter | Management | Growth | Production | Innovation | Sustainability

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GROWTH:

What drives our growth ?By Kristine Hartmann, EVP Transformation

Aker BioMarine is the global leader in krill harvesting, sustainability practices, krill oil product manufacturing, and krill science and innovation. Being the leader in this emerging category places major responsibilities on Aker BioMarine’s shoulders to drive the category forward in a well-respected, responsible manner. As a category leader, our success is not solely measured by staying one step ahead of the competition, it also must demonstrate our ability to foster growth in the category.

GROWTH-DRIVERS: ■ We aim to be an integral part of our

customers’ success

■ We drive science and innovation

■ We have cost leadership in the Antarctic Krill supply chain

■ People are at the heart of what we do

To foster such growth, Aker BioMarine maintains a strong focus on the following strategic areas:

We aim to be an integrated part of our customers’ successWe believe active partnerships with our customers

will facilitate success and growth for their krill products. To utilize all the opportunities krill products can bring, the potential of what our products can do has to be merged with the ever-shifting focus and needs of end users. No enterprise is better positioned than Aker BioMarine to accomplish this complex goal. We have invested in increasing our ability to understand end users and developing insight-driven concepts based on comprehensive knowledge of our products’ features and advantages. Our success depends on our customers’ success.

We drive science and innovationWe make significant investments in research and development of krill’s bioactive components. These efforts are supported by a team of scientists committed to documenting our products’ benefits. Our science and innovation team, Kristine Hartmann, EVP Transformation

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holding 10 PhDs among them, has published 25 papers on krill. Yet there is an ongoing need for more well documented science to advance the status of our relatively young krill category. The market demands constant innovation around the basic product offering to stay relevant. With manufacturing platforms onboard our vessels deployed in Antarctic waters and our state-of-the-art krill oil manufacturing plant in Houston, we have the infrastructure in place to drive innovation across existing products. We believe there is significant potential for krill-based products in segments where we currently have no product offering. An important task for the company’s science and innovation team is to identify and develop these opportunities. To be successful, we need to continue to cooperate with customers and academia to carry out R&D projects through our Open Innovation Program.

Supply chain cost leadershipA sustainable and cost-effective supply chain is essential to ensure a margin adequate for making investments in science, innovation, and marketing. Maintaining supply-chain cost leadership is vital to stay competitive towards both existing and emerging players. Aker BioMarine’s key advantage is scale. In recent years, Aker BioMarine’s two harvesting vessels, Saga Sea and Antarctic Sea,

have harvested more than 50 percent of the total Antarctic Krill catch. In 2015, the vessels harvested more than 60 percent of the total catch. The remaining 40 percent was caught by the other 10 krill harvesting vessels operating in Antarctic waters. Compared to its competitors, Aker BioMarine has significantly lower per-unit cost.

With the completion of our new production facility

in Houston, we are well positioned to enter a new growth phase for the krill oil market, introducing new and differentiated krill oil products while further enhancing our Quality Assurance standards.

Aker BioMarine is the only supplier controlling the entire Antarctic Krill supply chain, which makes us a predictable and cost-effective partner for our customers.

What we do: ■ We invest in building capabilities,

understanding end-users, and developing insight-driven concepts based on comprehensive knowledge of our products’ features and advantages

■ We make significant investments in research and development on the bioactive components of krill

■ We are the only supplier controlling the entire Antarctic Krill supply chain

■ Years of experience and a keen ability to think outside the box allow us to do things no one has ever done before

“As a category leader, our success is not solely measured by staying one step ahead of the competition, it also must demonstrate our ability to foster growth in the category.”

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People are the heart of what we doHaving the best people is key to everything we do. Establishing a culture in which talent is developed and everyone’s full potential is realized, is fundamental to our success.

We do things no company has done before. Development of our Eco-Harvesting® technology and construction of our harvesting vessels and onshore production facility are the results of years of experience, combined with a keen ability to think outside the box. Our newest technological advances, Flexitech™ and Superba™ 2 products, came to life through teamwork and bold decisions from all parts of our organization. These milestones in the history of Aker BioMarine were only achieved thanks to the extraordinary ideas and efforts of our employees, the heart of Aker BioMarine.

ONE Aker BioMarine

Aker BioMarine is a global and innovative company with strong employee engagement. To work dynamically and collaboratively, clear and frequent internal communications are a top priority. Measures include the CEO’s newsletters, monthly knowledge-transfer meetings, science and innovation meet-ups, company webinars presenting the latest information, project success celebrations and launch of new tools intensifying cross-company teamwork. Our employees worldwide actively use FOKO, a photo-sharing app, to build a sense of oneness by spreading latest news and good humor. We emphasize these measures to live up to our commitment to be a passionate, unified, and capable organization.

The three pillars of our community are:

■ Set ONE direction — by defining a clear purpose and common goals

■ Become ONE team — through unambiguous, frequent communications

■ Be ONE Aker BioMarine — through greater involvement, trust and empowerment of our employees

Aker BioMarine

ECO-HARVESTING®

Step by step

Krill are immediatelyprocessed on boardthe vessel to maintainnutritional integrity.

4.

A continuous stream of water flows through a hose, bringing krill live and fresh directlyinto the vessel.

3.

The design of the netting system and hose connection, as well as fishing at significant depth are crucial for preventing bycatch of other animals and fish.

2.The fishing net stayssubmerged duringthe entire operation,ensuring a gentlecatch process.

1. How do we sustainably fish for krill?

Who helps us make sure we remain sustainable?

The rating Aker BioMarine’s krill fishery recently received from the Sustainable Fisheries Partnership

‘A’ FOR EFFORT:

Aker BioMarine is certified sustainable and 100% traceable by the Marine Stewardship Council (MSC), one of the most rigorous sustainability standards in the world.

The Commission for the Conservation of Antarctic Marine Living Resources (CCAMLR) is the authority that regulates krill fishing and catch limits in the Southern Ocean.

In late 2015, Aker BioMarine formed a new partnership with WWF-Australia, bringing us one step closer to WWF’s Antarctica and Southern Ocean Initiative.

In 2015, Aker BioMarine co-founded The Antarctic Wildlife Research Fund (AWR) together with the NGO and scientific community. The AWR facilitates and promotes third party research on the Antarctic ecosystem.

Aker BioMarine is the only krill supplier that is Non-GMO Project Verified. Non-GMO Verification enhances the traceability of our krill ingredients.

How much have we spent?Is there enough krill to go around?where do we sustainablyfish for krill?

is the location in the Southern Ocean where Aker BioMarine and others are licensed to fish for krill.

Area 48 is almost 1½ timesthe size of the U.S.

area 48

1½ x

Aker BioMarine owns two krill fishing vessels

2 vessels

https://www.ccamlr.org/en/fisheries/krill-fisheries-and-sustainability; www.livescience.com/36470-human-population-weight.html – weight of human population 316 million tons; www.forbes.com/sites/afontevecchia/2013/05/21/boeing-bleeding-cash-as-787-dreamliners-cost-200m-but-sell-for-116m-but-productivity-is-improving/ – 2 ½ Boeing Dreamliners; www.nbcnewyork.com/news/national-international/What-You-Can-Buy-with-Tonights-Powerball-Winnings--291547861.html – 7 trips to the International Space Station CCAMLR figures for catch numbers Aker BioMarine’s own data – investments and market share

■ 215 employees

■ 22 different nationalities

■ 16% of employees are women

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“Having the best people is key to everything we do.”

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PRODUCTION:

From catch to product By Webjørn Eikrem, EVP Production and supply chain

Aker BioMarine is the only krill supplier controlling the entire harvesting and production process. Our supply chain stretches from krill harvesting operations in Antarctic waters through the logistics hub in Montevideo to our krill oil manufacturing facility in Houston. Full control of the value chain allows us to adapt quickly and efficiently to changing market conditions and customer needs.

KEY 2015 EVENTS: ■ The Houston krill oil facility became fully

operational ■ We launched a new and improved krill oil

extraction technology, Flexitech™ ■ We delivered Superba™2 krill oil, which

features improved smell, taste, and visual appearance

Increase in krill harvestWe harvest krill in the Antarctic waters with Saga Sea and Antarctic Sea. In 2015, Saga Sea and Antarctic Sea together harvested 146 000 metric tons (MT) of krill, compared with 145 000 MT in 2014. Overall, we increased our total production of krill meal from 23 845 MT in 2014 to 25 217 MT in 2015. The total catch of the Antarctic Krill fishery in 2015 was 225 465, down from 294 145 in 2014.

Houston state-of-the-art krill oil plant fully operationalIn previous years, we partnered with a third-party manufacturer in Spain for our krill oil production. During 2015, we transferred all production to our new krill oil extraction facility in Houston, Texas. The facility is now fully operational.

With more than triple the production capacity of the second-largest krill oil supplier, our 180 000 square foot facility in Houston allows us to expand our product offering. The new krill oil extraction technology — Flexitech™ — helps us bring innovation to the market. The first product based on this technology is Superba™ 2, a krill oil with noticeably improved smell, taste, and visual appearance. Like all Superba™ products, Superba™ 2 is certified 100 percent sustainable and traceable. With the Houston production facility online, we now have complete in-house control over our supply chain—from sea to shelf. Webjørn Eikrem, EVP Production and supply chain

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100 percent traceabilityOur custom-built vessels produce krill meal immediately after the krill has been brought onboard. This method ensures the highest possible product quality. Our wholly owned supply and transport vessel La Manche delivers fresh krill products to Montevideo, Uruguay, with limited interruption of harvesting operations. From

our logistics hub in Montevideo, products are transported to Houston for further processing or sold directly to customers around the world. Because we control the entire supply chain, we can trace each end-product back to the precise harvesting location, as recorded by the GPS system onboard each vessel.

According to the Marine Stewardship Council (MSC), it is critical for globally traded commodities to state the source of each product. Currently, many consumer-packaged goods companies ask their suppliers to verify traceability back to sustainable sources. Further, consumers and regulators are increasingly demanding more information about where a product was sourced and its manufac-

■ Saga Sea and Antarctic Sea harvested a total of 146 000 MT in 2015, compared with 145 000 MT in 2014.

■ The total catch of the Antarctic krill fishery in 2015 was 225 465 MT, compared with 294 145 MT in 2014

“Aker BioMarine is the only krill supplier that controls the entire harvesting and production process. Our supply chain stretches from krill harvesting operations in Antarctica through the logistics hub in Montevideo to our krill oil manufacturing facility in Houston.”

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turing conditions. This is what makes traceability essential to our business.

Taking responsibility furtherHarvesting Antarctic krill is very closely managed, monitored, and regulated. In fact, Aker BioMarine has independent observers stationed onboard our krill harvesting vessels in Antarctic waters. The observers provide transparent and precise reporting of catch volumes and vessel positions to the relevant authorities.

In 2010, Aker BioMarine’s krill harvesting operations in Antarctic waters received environmental certifi-

cation by the MSC. This certification was renewed in 2015. It is vital that we, and all other krill harvesters, act in accordance with strict environmental standards and guidelines set by independent authorities. Aker BioMarine has invested in new ocean-friendly harvesting methods to maintain the quality of the marine resources we harvest. These measures are crucial not only because krill is such an important part of the Antarctic ecosystem, but also because these techniques greatly minimize any adverse environmental impact.

Our fleetAntarctic Sea krill harvesterFeaturing Eco-Harvesting®

Size: 132.23 m 19.87 mBuilt: 1999, Converted in 2009DNV certified: 2014Production capacity: 75 000 t catch p.a.Hold storage: 3 000 MT

Saga Sea krill harvesterFeaturing Eco-Harvesting®

Size: 92.10 m 16.50 mBuilt: 1975/1999, Converted in 2005DNV certified: 2005Production capacity: 75 000 t catchHold storage: 1 200 MT

La Manche support vesselSize: 171 m 23 mBuilt: 1983Hold storage: 4 500 MT

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ManufacturingSuperba™ manufacturing plant in Houston, TexasCapacity: 1 200 MT per yearEmployees: 63Logistics: Easy access to US and global marketsLaboratory: Fully equipped QA laboratory

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INNOVATION:

Doing the impossible By Torbjørn Furuseth, EVP Innovation

In order to drive innovation in the omega-3 market, we constantly need to explore new ways of doing things; some of which we thought were impossible just a few years ago. A hallmark of Aker BioMarine’s innovation in 2015 was the launch of our new Flexitech™ technology. This patent-protected technology enables us to continually expand our product line and bring further innovation to the krill oil market.

2015 INNOVATION ■ We launched Flexitech™, a new technology

that enables us to expand our product line and bring ongoing innovation to the krill oil market

■ We launched Superba™ 2, which features improved taste, smell, and visual appearance

■ We further strengthened the documentation demonstrating the benefits provided by Qrill™ Aqua and Qrill™ Pet

■ We were granted important U.S. patents

■ We established the Open Innovation Program to involve diverse professionals and organiza-tions in the development of innovative krill products

Flexitech™ is a technology that allows us to efficiently purify and concentrate krill oil’s various beneficial components, such as phospholipids and omega-3s and remove salts from krill oil. Flexitech™ also significantly improves the purified oil’s smell and taste, an upgrade that has been well received by our customers.

Superba™ 2 is Aker BioMarine’s first Flexitech™-based product. It offers greatly improved smell, taste, and visual appearance and — like all Superba™ products — it is 100 percent sustainable and traceable. Superba™ 2 is produced through a supply chain that is 100 percent owned and controlled by Aker BioMarine.

Qrill™ Aqua and Qrill™ Pet are increasingly important Aker BioMarine products. In 2015, we further strengthened the documentation demon-strating the benefits provided by these krill products. Throughout the year, we documented Torbjørn Furuseth, EVP Innovation

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exciting, valuable Qrill™ Aqua benefits that improve salmon quality parameters, such as reduction of melanin spots, improved filet texture, and improved slaughter yields. We also continued to build the scientific documentation supporting our new krill pet product; results during 2015 include Generally Recognized As Safe (GRAS) status in the United States.

Patent protection2015 marked another milestone achievement by Aker BioMarine, as we were granted important patents by the United States Patent and Trademark Office. Combined, the patents cover not only the method for producing Superba™ krill oil, but also its composition. These are our inventions, for which we filed patent applications in 2007, and

now these important patents have been issued.

The company has invested significant resources in sustainable krill harvesting and product R&D over the past several years. Our patents provide crucial value for customers who appreciate the added support provided by patent-protected processes and products.

“At Aker BioMarine, we have a saying, ‘you are only as good as your last innovation’.”

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Include to innovateAt Aker BioMarine, we have a saying, “you are only as good as your last innovation.” To introduce even more scientific research and product development advances into our processes, we have established an Open Innovation Program. The program leverages diversity by involving academic institutions and qualified companies that want

to investigate krill’s components and create new, innovative solutions, such as combination products and new formulations.

Our in-house science team welcomes Open Innovation partners to complement our research and expand krill products know-how. Such part-nerships boost Aker BioMarine’s capabilities,

promote krill innovation, and enhance the quality and efficiency of future investigations.

As a leader in the krill oil market, we must continu-ously move forward by pushing boundaries and stepping outside of the box. Our new technology, Flexitech™, allows us to be more flexible in what we bring to the market. And our Open Innovation

partners complement our science team to offer Aker BioMarine customers advanced solutions.

“As a leader in the krill oil market, we must continuously move forward by pushing boundaries and stepping outside of the box.”

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“In order to drive innovation in the omega-3 market, we constantly need to explore new ways of doing things; some of which we thought were impossible just a few years ago.”

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SUSTAINABILITY:

Sustainable by default By Cilia Holmes Indahl, Director Sustainability

From day one, sustainability has been at the core of how Aker BioMarine conducts business. We are thoroughly committed to responsible management of the Antarctic Krill biomass — for the wellbeing of our oceans and planet and to ensure the future of our business.

New industry associationIn pursuit of our sustainability commitment, we initiated establishment of an industry-wide Association of Responsible Krill Harvesting Companies (ARK). The organization’s goal is to make sure that accountability is shared among all participants operating in Antarctic waters. This initiative to promote sustainability and best practices was an outcome of feedback provided by scientists, governments, and environmental non-governmental organizations (NGOs).

By listening to diverse stakeholders, we are able to identify the most important ecosystem challenges and focus on overcoming them. In the early days, a key challenge was eliminating harvesting by-catches, which we accomplished by developing our Eco-Harvesting® technology. This invention has reduced our vessels’ by-catches to near zero.

Independent onboard observersOur next mission was to allow onboard, independent observers to monitor our vessels

during 50 percent of their krill harvesting time. Such monitoring was strongly encouraged by relevant policy makers. Aker BioMarine decided to go a step further, by allowing independent observers to monitor 100 percent of its krill trawling.

Sustainability achievementsIn 2015, Aker BioMarine was recognized several times for its sustainability achievements. Our company was featured in a report by the Sustainable Fisheries Partnership (SFP) that called the krill fishery in Antarctic waters one of

“With a growing world population, responsible management of marine resources is more important than ever.” Cilia Holmes Indahl, Director Sustainability

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the most sustainably managed reduction fisheries worldwide.

The stringent, precautionary catch limits for krill are carefully regulated by the Commission for the Conservation of Antarctic Marine Living Resources (CCAMLR). Harvesting is restricted to a specific region of the Southern Ocean, Area 48. The annual quota for Antarctic Krill is set at 1 percent of the total biomass, which amounts to 620 000 metric

tons, whereas the recognized precautionary level for other fisheries is 10 percent of total biomass. The actual Antarctic krill catch is less than 300 000 tons per year, or 0.5 percent of total biomass. Today’s rate of krill harvesting is not a threat to the Antarctic ecosystem. However, there is widespread concern that unlike Aker BioMarine, some krill-harvesting companies entering the industry disregard the region’s environmental restrictions.

Promoting Antarctic ecosystem researchIn recent years, a major concern has been obtaining additional research data on the Antarctic ecosystem, and especially its krill biomass. To this end, Aker BioMarine continually evaluates new ways to secure healthy krill biomass levels by undertaking new research.

Ongoing research is essential for effective Antarctic Krill fishery management. Thus, Aker BioMarine

partnered with the Antarctic and Southern Ocean Coalition (ASOC) and WWF-Norway in 2015 to establish a new research fund. The purpose of the Antarctic Wildlife Research Fund (AWR) is to facilitate and promote Antarctic marine ecosystem research. Such research findings are essential to our business, our customers, the scientific community, and environmental-protection organizations. This initiative also provides a platform for dialogue among key stakeholders

Our approach to sustainability

■ Diverse listening — We listen attentively to important stakeholders (scientists, governments, environmental NGOs) to ensure that we recognize the key issues we must address. Our core values require this approach: To always seek out a diversity of recommendations from in-house and external experts, and to have the best knowledge at hand when making decisions.

■ Directed efforts — We dare to do the right thing, and focus our determination and efforts on resolving the challenges faced by our industry. Our commitment and thinking are long-term.

■ Default decisions — We have succeeded in building sustainability into our organizational behavior year upon year. At Aker BioMarine, we are proud that sustainability is deeply rooted in our culture.

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and facilitates engagement with partners and end-consumers. We work closely with the community of environmental NGOs who support Aker BioMarine’s sustainability. Together we are moving the entire industry in the desired direction.

Healthier planet, healthier peopleWith a growing world population, responsible management of marine resources is more important than ever. Going forward, the sea will

play an important role in meeting global needs— but only if we utilize its bounty in a manner that supports both a healthy planet and healthy people.

At Aker BioMarine, we see ourselves as working at the junction where improving human and ecosystem health coincide. Research shows that the omega-3s in krill oil promote health. Its bioactive components are easily absorbed by the human body; as a fish-feed ingredient, krill

products yields significant productivity gains. We are proving that we can provide better health outcomes without compromising marine resources by employing more environment-friendly and effective harvesting processes.

Sustainability awards in 2015

■ Marine Stewardship Council (MSC) renewed our sustainable krill harvesting certification for another five-year period (2015-2020)

■ The Sustainable Fisheries Partnership (SFP) gave us an "A" rating in the 2015 Reduction Fisheries Sustainability Overview

■ Nutrition Business Journal’s January 2015 edition announced that Aker BioMarine won the Journal’s Business Achievement Award for Sustainability in 2014. This is Aker BioMarine’s second NBJ award and the first time an omega-3 company has received the journal’s Sustainability award.

■ Superba™ Krill oil receives Non-GMO Project Verification.

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“At Aker BioMarine, we see ourselves as working at the junction where improving human and ecosystem health coincide.”

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Corporate governance Corporate governance defines the framework of rules, procedures, and organizational structure for Aker BioMarine’s business. Continuous improvement of corporate governance is important for developing and maintaining a high level of confidence in our company among investors, employees, and other stakeholders. Good corporate governance also promotes value creation over time. Aker BioMarine’s governance principles are stated in our key governing documents, which include our Corporate Governance Policy and Code of Conduct. Everyone conducting business on behalf of Aker BioMarine must act according to the company’s Code of Conduct.

Aker BioMarine AS’ corporate governance guidelines were updated on 20 January 2015.

Aker BioMarine AS’ corporate governance principles comply with the Norwegian Public Limited Liability Companies Act and are based on the Norwegian Code of Practice for Corporate Governance (“Code”), published 30 October 2014.

Aker BioMarine AS (named Superba ASA upon formation) was established in July 2014 with the purpose of becoming the new holding company for Aker ASA’s krill operations, which were predomi-nantly owned by Aker BioMarine AS. The restruc-turing of the krill business to Aker BioMarine AS was completed by way of demerger of the krill business to the current Aker BioMarine AS in December 2014; the holding company changed its name to the more familiar Aker BioMarine AS in the fall of 2015. The Aker BioMarine Group now consists of all krill operations previously owned by the former Aker BioMarine AS including the principal legal entities

Aker BioMarine Antarctic AS and all its subsidiaries.

Aker BioMarine AS and its business entities are collectively referred to as Aker BioMarine.

Aker BioMarine’s compliance with the recom-mendations of the Norwegian Code of Practice for Corporate Governance is presented below. The presentation follows the same order of topics as the 15 items in the Code. Where deviations from Code recommendations occur, they are discussed under the item in question, along with the justifica-tion and alternative procedure.

1. Implementation and reporting on corporate governance

Aker BioMarine’s key corporate governance principles are determined by the Board of Directors and are set forth in the company’s governing documents.

Aker BioMarine's governing documents constitute

1. Implementation and reporting on corporate governance 28

2. Business 29

3. Equity and dividends 29

4. Equal treatment of shareholders and transactions with close associates 29

5. Freely negotiable shares 29

6. Annual general meeting 30

7. Nomination committee 30

8. Board composition and independence 30

9. The work of the Board of Directors 30

10. Risk management and internal control 30

11. Remuneration of the Board of Directors 30

12. Remuneration of executive personnel 31

13. Information and communications 31

14. Take-overs 31

15. Auditor 31

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the framework of the governing bodies on how business shall be conducted in and by Aker BioMarine. The purpose of the governing guidelines is to set out the allocation of roles and responsibilities between Aker BioMarine’s shareholders, governing bodies, and executive management and to define the basic require-ments for Aker BioMarine’s operations and reporting. Aker BioMarine’s corporate governance principles cover fundamental processes such as strategy, risk management, financial reporting, and other matters: communication, internal control, development and implementation of governing documents, governing bodies’ work and interaction, the auditor’s work, as well as requirements in a possible take-over situation. An appropriate division of roles and satisfactory control contribute to the greatest possible value creation over time, to the benefit of owners and other stakeholders.

Corporate social responsibility: vision, values, and ethical guidelinesAker BioMarine is a leading biotechnology company focusing on krill-derived omega-3 products for human and animal nutrition. The company is committed to operating in Antarctic waters in a sustainable manner. In 2010, Aker BioMarine became the first krill harvesting company whose operations were certified by the Marine

Stewardship Council (MSC). By making deliberate, responsible choices, we will achieve profitability over time while taking care of the environment and society. Responsible conduct will not be undermined by prospects of short-term gain.

Aker BioMarine’s vision is to create a healthier lifestyle through responsible and sustainable decisions.

2. BusinessAker BioMarine owns and operates integrated value chains, independently or via strategic part-nerships. Our focus is to ensure efficient business processes and to deliver value-adding solutions to our customers.

Aker BioMarine’s business purpose clause, as it appears in the company’s articles of association is as follows:

“The objectives of the Company comprise owning and operating industry and other associated business activities, the management of capital and other functions, and also participating in or acquiring other businesses.”

The function of Aker BioMarine’s business purpose clause is to ensure that shareholders have control of the business and its risk profile, without limiting

the Board or management’s ability to carry out strategic and financially viable decisions within the defined purpose.

3. Equity and dividendsThe Group’s equity as of 31 December 2015 amounted to USD 76.2 million, which corresponds to an equity ratio of 29 percent. Aker BioMarine considers the capital structure to be appropriate and adapted to its objectives, strategy, and risk profile.

Dividends policyThe Board of Directors may propose the payment of future dividends on Aker BioMarine’s ordinary shares, and will determine the dividend amount, if any, in light of:• Requirements contained in the Norwegian

Public Limited Liability Companies Act• Any applicable contractual restrictions limiting

our ability to pay dividends• Our earnings and cash flows• Our capital requirements• Our financial condition, and• Other factors our Board of Directors deems

relevant.

Under the Norwegian Public Limited Liability Companies Act, the distribution of dividends on our ordinary shares must be approved by a majority of the ordinary shares present at a General Meeting of our shareholders based on a proposal presented by our Board of Directors. Dividends may only be distributed to the extent that, following such distri-butions, Aker BioMarine has sustainable equity and liquidity.

Because we are a holding company without our own business operations, we are dependent upon cash dividends, distributions, or other transfers we receive from our subsidiaries in order to make

dividend payments on our ordinary shares. The ability of our subsidiaries to make dividends, distributions, or other transfers to us will depend on their operating results, cash requirements, financial condition, contractual restrictions, and other relevant factors.

Board authorizationsIn the event that a Board authorization is proposed for a capital increase, acquisition of own (treasury) shares, or the like, or to mandate multiple purposes, each purpose should be treated as a separate issue. Board authorizations are valid until the next annual shareholders’ meeting.

4. Equal treatment of shareholders and transactions with close associates

Aker BioMarine AS only has one class of shares and all shares carry the same rights in the company. Aker BioMarine AS is 99 percent owned by Aker ASA.

In the event of material transactions between the company and its shareholders, Directors, members of executive management, or parties closely related to any of the aforementioned, the Board shall ensure that independent valuations are available. This practice applies to all transactions between Aker BioMarine and Aker ASA and other Aker companies. Aker BioMarine AS has prepared guidelines designed to ensure that members of the Board of Directors and executive management notify the Board of any material direct or indirect stake they may have in agreements entered into by the Group.

Additional information on transactions with close associates appears in note 22 to the 2015 consoli-dated accounts.

5. Freely negotiable sharesAker BioMarine AS’s shares are freely negotiable.

Aker BioMarine’s values: ■ Proud — We are proud of who we are, what we do, and how we act

■ Determined — We have the willpower and dare to seek out new solutions and opportunities

■ Diverse — We seek knowledge wherever it may be found and across cultural barriers

■ Sustainable — We operate sustainably, limiting our business’ impact on the environment.

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6. Annual general meetingAker BioMarine AS is majority owned by Aker ASA and hence the company’s practices deviate from the recommendation in section 6 of the Code.

Holding the annual general meeting as soon as possible after the close of the accounting year is a priority.

Pursuant to Aker BioMarine AS’ articles of association, the Chairman of the Board or a person appointed by the Chairman of the Board, chairs shareholders’ meetings. To the extent possible, Directors and the auditor attend shareholders’ meetings.

7. Nomination committeeAs Aker BioMarine AS is majority owned by Aker ASA after the January 2013 merger, the former nomination committee was dissolved in 2013.

8. Board composition and independenceAker BioMarine does not have a corporate assembly, in accordance with section 6-35.1 of the Norwegian Public Limited Liability Companies Act.

Pursuant to the company’s articles of association, the Board comprises between three and nine members. The Board elects its own Deputy Board Chairman. Directors are elected for a term of two years.

The majority of the members of the Board of Directors are considered independent of the company’s executive management and material business contacts under Norwegian law. In 2015, the Board consisted of two Aker ASA employees, one external representative, and two employee representatives. This represents a deviation from section 8 of the Code of Practice, which recommends that at least two of the members of

the board be independent of the company’s main shareholder. No company executives are Directors.

The current composition of the Board is presented on page 32 of this annual report. Directors’ expertise and capabilities are also presented. Directors represent a combination of know-how, capabilities, and experience from finance, industry, and non-governmental organizations.

Given Aker BioMarine’s current ownership structure, the members of the Board are not encouraged to own shares in the company.

9. The work of the Board of DirectorsThe Board of Directors annually adopts a plan for its work, emphasizing goals, strategies, and implementation. Further, the Board has adopted board instructions that regulate areas of respon-sibility, tasks, and division of roles of the Board, the Chairman of the Board, and the company’s President and CEO. The Board instructions also feature rules governing Board schedules, notice and chairing of Board meetings, decision-making, the President and CEO’s duty and right to disclose information to the Board, professional secrecy, impartiality, and other issues.

In cases where matters of a material character in which the Board Chairman is, or has been, personally involved, the Board's consideration of such matters should be chaired by a Director other than the Board Chairman.

The Board has not performed an evaluation of its own performance and expertise in 2015. A new Board will be elected in 2016. The Board of Directors held 8 meetings during 2015.

Pursuant to Norway’s Public Limited Liability Companies Act, Aker BioMarine is not required

to have an audit committee. Nevertheless, the Board decided to establish an audit committee in 2012, but following the merger in 2013 the work and responsibilities of the audit committee were transferred back to the Board of Directors. Hence, the Board of Directors is to review financial information to be reported to investors, regulatory bodies and other stakeholders and oversee the work of the external auditors and review their qualifications and independence. The Board of Directors shall ensure that the company has in place policies and procedures which provide good corporate governance, effective internal controls and risk management. The Board of Directors shall also ensure that management has implemented procedures to handle complaints and concerns reported by employees and other stakeholders (whistleblowers) regarding possible breaches of the company’s ethical guidelines, governing policies, laws and regulations.

10. Risk management and internal controlThe Board of Aker BioMarine AS considers good corporate governance as an inevitable and necessary condition for internal and external credibility and trust, as well as a foundation for creating value through the Group's value chain. The Board is to ensure that the company maintains effective internal control practices and appropriate risk management systems tailored to the company’s business activities. Aker BioMarine’s corporate values and ethical guidelines, and key governing documents are also subject to such evaluation.

Risk ManagementThe Board conducts an annual review of the company's risk exposure and internal controls. Strategic and business, operational, and financial risks are considered. The purpose of the risk assessment is to make sure that our operations are safe and in compliance with external and

internal requirements. Aker BioMarine’s overall risk management approach includes continuously assessing and managing risks related to our value chain in order to support the achievement of our corporate objectives.

The risk management process is established to ensure that Aker BioMarine maximizes value creation through risk awareness and management. Based on the results from the risk assessment, the Board, in cooperation with corporate management agrees on action plans to ensure that the identified risks are handled in an optimal and transparent manner. The status of such action plans is discussed in Board meetings.

Financial reportingThe Board's control and supervision of the company's operating and financial activities is based on the monthly, quarterly, and annual reports provided by the administration. In addition to financial reporting, the reports include a review of the key operational figures throughout Aker BioMarine’s value chain. The administration's reporting to the Board is based on a thorough management review of all business areas.

11. Remuneration of the Board of DirectorsBoard remuneration is only provided to external Directors. The remuneration reflects the Board’s responsibility, expertise, time spent, and the complexity of the business. Remuneration does not depend on Aker BioMarine’s financial performance. Directors and companies with whom they are associated do not take on any special tasks for the company beyond their Board appointments.

Additional information on remuneration paid to Directors for 2015 is presented in note 23 to the consolidated accounts.

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12. Remuneration of executive personnelThe Board has adopted guidelines for remunera-tion of executive management in accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act.

Aker BioMarine AS does not have stock option plans or other such share award programs for employees. Further information on remuneration for 2015 for members of the company’s executive management is presented in note 23 to the consoli-dated accounts.

13. Information and communicationsThe company’s reporting of financial and other information is based on transparency in its reporting to the financial community and other interested parties. Aker BioMarine AS is majority-owned by Aker ASA; hence the company’s practice deviates from the recommendations found in section 13 of the Code.

14. Take-oversIn light of the current ownership structure, the Board has not deemed it necessary to prepare specific guidelines as to how the company would respond in the event it becomes subject to a takeover bid. Pursuant to Aker BioMarine’s articles of association, any transfer of company shares is subject to Board approval.

15. AuditorThe auditor makes an annual presentation of the auditing plan to the Board. Further, the auditor provides the Board with written confirmation that the requirement of independence has been met.

The auditor participates in the Board meeting that deals with the annual accounts. The auditor has reviewed the company’s internal control with the Board. In addition, the auditor has reviewed and

discussed any material changes in the company’s accounting principles and assessments of material accounting estimates with the Board. The auditor has also discussed with the company’s Board of Directors all material issues in which disagreement has arisen between the auditor and management. The auditor has had one meeting with the Board without the presence of representatives of Aker BioMarine’s executive management during 2015.

No guidelines have been prepared for executive management’s access to use the auditor for services other than auditing. However, the auditor provides an annual overview of services other than auditing rendered by the auditor to the company.

Remuneration for auditors, presented in note 3 to the Aker BioMarine AS consolidated accounts, is stated for the two categories of auditing and other services. Such details are presented to the annual shareholders’ meeting.

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Ola SnøveChairman

Ola Snøve (born 1977) is Investment Director of Aker ASA. Mr. Snøve was previously President & CEO of Epax – a joint venture between Aker and Lindsay Goldberg that was divested to FMC Corp. Prior to joining Epax, Mr. Snøve had been with Aker since January 2008. He is currently Chairman of Aker BioMarine. Mr. Snøve holds M.Sc. and Ph.D. degrees from the Norwegian University of Science and Technology, as well as an MBA (Dist.) from INSEAD.As of 31. December 2015, Mr. Snøve holds 109 837 shares in Aker ASA (the majority stock holder), through his wholly owned company Storbrea AS, and has no stock options. Mr. Snøve is a Norwegian citizen.

Øyvind EriksenDirector

Øyvind Eriksen (born 1964) joined Aker ASA in January 2009. Mr. Eriksen holds a law degree from the University of Oslo. He joined Norwegian law firm BA-HR in 1990, where he became a partner in 1996 and a director/chairman in 2003. At BA-HR, Mr. Eriksen worked closely with Aker and Aker’s main shareholder, Kjell Inge Røkke. Mr. Eriksen is chairman of the board in Aker Solutions ASA, Det norske oljeselskap ASA and Aker Kværner Holding AS, and a director of several companies, including The Resource Group TRG AS, TRG Holding AS and Reitangruppen AS. As at 31. December 2015, Mr. Eriksen holds 144 911 shares in Aker ASA, and has no stock options. Mr. Eriksen holds, through a privately owned company, 0.20 percent of the B-shares in TRG Holding AS. Mr. Eriksen is a Norwegian citizen.

Board of Directors The new Board of Directors was elected on 19 February 2016.

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Frank GrebstadDirector, elected by the employees

Frank Grebstad (born 1968) is Captain of the "FV Antarctic Sea", one of our two krill harvesting vessels in Aker BioMarine Antarctic AS. Mr. Grebstad has been with Aker BioMarine since 2008. Prior to joining Aker BioMarine he was with a joint venture between Aker Seafoods and JFK of Faeroe Island. Between 1995 and 2003, Mr. Grebstad worked for several joint ventures between American Seafoods and different Russian Companies. Mr. Grebstad has a Master Mariner education and is a Norwegian citizen.

Torill NielsenDirector, elected by the employees

Torill Nielsen (born 1968) is Crew Manager in Aker BioMarine Antarctic AS. Ms. Nielsen has been with Aker BioMarine since December 2007. Initially, she was part of the financial team, but later joined the operational department as Crew Manager. Ms. Nielsen is a Norwegian citizen.

Frank O. ReiteDirector

Frank O. Reite (born 1970) first joined Aker in 1995, and became CFO in Aker ASA in August 2015. He holds a B.A. in business administration from Handelshøyskolen BI in Oslo. Mr. Reite came from the position of President & CEO of Akastor, and has previously held a variety of executive positions in the Aker group, including overseeing and developing Aker's investments in Converto Capital Fund AS, Havfisk ASA, Norway Seafoods AS and Aker Yards ASA. Mr. Reite also has experience from banking and served as Operating Director at Paine & Partners, a New York-based private equity firm. Mr. Reite is chairman of Havfisk ASA, Ocean Yield and of Akastor ASA. As at 31. December 2015, Mr. Reite holds 5 435 shares in Aker ASA, and has no stock options. Mr. Reite is a Norwegian citizen.

Kjell Inge RøkkeDirector

Kjell Inge Røkke (born 1958), Aker ASA’s main owner, has been a driving force in the development of Aker since the 1990s. Mr. Røkke launched his business career with the purchase of a 69-foot trawler in the United States in 1982, and gradually built a leading worldwide fisheries business. In 1996, the Røkke controlled company, RGI, purchased enough Aker shares to become Aker’s largest shareholder, and later merged RGI with Aker. Mr. Røkke is currently director of Aker Solutions, Det norske, Kvaerner and Ocean Yield. As at 31. December 2015, Mr. Røkke holds 50 673 577 (68.2 per cent) in Aker ASA through his investment company TRG AS and its subsidiaries, which he co-owns with his wife, Anne Grete Eidsvig, and has no stock options. Mr. Røkke is a Norwegian citizen. He has been elected for the period 2014–2016.

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Board of Directors' reportAker BioMarine 1 (“The Company”) develops, promotes and sells krill based ingredients and products in a sustainable manner. These marine ingredients are used in health-promoting dietary supplements for humans and growth and health-promoting feed additives for farmed fish and animal feed.

The parent company Aker BioMarine AS (former Superba ASA) was established in July 2014 with the purpose of becoming the new holding company for Aker ASA’s krill operations. The krill operations were prior to July 2014 owned by Aker BioMarine ASA, who had run it since 2006.

Aker BioMarine has main two product lines. Qrill™, a high value feed ingredient, is sold to customers in the aquaculture and pet food industries. Superba™ Krill, the omega-3 dietary supplement, is sold to customers in the health and nutrition industry. The Company experienced strong demand and increased sales for Qrill™ Aqua also in 2015 and received regulatory approvals to commence sales of Qrill™ Pet in the U.S. The omega-3 industry in general continued to be soft in 2015, which affected sales of Superba™ Krill negatively. However, the Company was able to increase its market share because of its leading value proposition.

Aker BioMarine unites deep-sea harvesting experience with marine biotechnology science. The Company is commited to operate in the Antarctic

in an ecological manner. In 2010, the Company became the first krill harvesting company certified by the Marine Stewardship Council (MSC) for its sustainable operations.

Revenues and other income totaled USD 105.1 million in 2015 compared to USD 112.3 million in 2014. EBITDA (operating profit before depreciation and special operating items) amounted to USD 25.7 million in 2015, compared with USD 6.0 million in 2014. At year-end 2015, Aker BioMarine’s equity ratio was 29 percent, on par with 31 December 2014. Cash and cash equivalents amounted to USD 2.8 million, compared with USD 2.4 million at year-end 2014.

Our business and locationHeadquatred at Fornebu, Aker BioMarine is a biotechnology group focusing on krill-derived omega-3 products for human and animal nutrition. Today, Aker BioMarine is the leading supplier of krill-derived products to the consumer health and wellness and animal nutrition markets. The Company’s supply chain stretches from krill harvesting operations in the Antarctica through the logistic hub in Montevideo, and krill oil manufacturing facility in Houston. The integrated value chain allows for

Our business and location 34

Key 2015 events 35

Strategic objectives 35

Markets 35

Market competition 35

Financial information 35

Going concern assumption 36

Financial risk and risk management 36

Events after the balance sheet date 36

Aker BioMarine AS 36

Health, safety and environment 36

Organization 37

Research and development 37

Corporate governance 37

Outlook for 2016 37

1 ‘Aker BioMarine’ include the parent company Aker BioMarine AS and its subsidiaries.

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efficient adaption to changing market demands and high product quality with full traceability.

The dietary supplement Superba™ Krill oil contains omega-3 phospholipids which are not found in fish oil. Phospholipids exhibit better uptake and utilization of the omega-3 fatty acids in the human body. In addition, Superba™ Krill contains the natural and effective antioxidant astaxanthin.

Aker BioMarine’s core business activities comprise of Aker BioMarine AS and the wholly owned subsidiary Aker BioMarine Antarctic AS. Aker BioMarine AS includes management and the finance department, both well integrated in the daily operations and decision-making. Management, together with the Board of Directors in Aker BioMarine AS, is the forum for strategic analysis and decisions. Aker BioMarine AS also owns the intellectual property rights for CLA Tonalin®, which it licenses out and receives royalty income.

Aker BioMarine, through its subsidiary Aker BioMarine Antarctic AS, owns and operates the krill-harvesting vessels Saga Sea and Antarctic Sea in the Antarctic waters. Both vessels have onboard production of krill meal. Aker BioMarine also owns the freighter vessel La Manche which refuels and offloads the krill harvesting vessels at sea as well as performing crew change.

MSC certified Aker BioMarine’s harvesting operations for the first time in 2010. The certi-fication was renewed in 2015 reconfirming that the harvesting operations are conducted in an ecologically sustainable way. Aker BioMarine applies modern technology to obtain the highest value from harvested resources with minimal envi-ronmental impact. In 2015, Saga Sea and Antarctic Sea harvested 146 000 metric tons (MT) of krill in

Antarctic waters, compared to 145 000 MT in 2014. 25 217 MT of krill based products were produced on the vessels in 2015, compared to 23 845 MT in 2014.

The krill oil production was previously outsourced to a third party manufacturer in Spain, but the Company has now transferred its production to the Company’s production facility in US. During the year, 549 MT of Superba™ Krill was produced compared to 247 MT in 2014. Due to delayed start up of production in the US, the Company still produced most of its Superba™ Krill oil in Spain in 2015. The production facility in US was previously owned 50/50 together with Naturex, the long term third party manufacturing partner of the company, but Aker BioMarine acquired Naturex’ share of the facility in February 2016, see events after balance sheet date.

Key 2015 events• Continued strong demand and increasing

prices for the high value feed ingredient Qrill™ Aqua

• The customized pet feed product Qrill™ Pet was launched commercially in the EU and obtained regulatory approval in US

• Despite challenging omega-3 market conditions, Superba™ Krill continued to take market share

• The Company’s manufacturing facility in the US became fully operational.

• Developed and implemented the new krill oil extraction technology, FlexiTech™, for improved product quality and enabling future krill product applications.

• In the fall of 2015, the Company relocated its headquarter to Fornebu.

Strategic objectivesAker BioMarine’s strategy is to combine its leading position in sustainable harvesting and processing

of krill with its expertise in research, product and patent development, sales and marketing. The Company focuses extensively on research and development on marine omega-3 and protein to develop high-value nutraceutical products. Aker BioMarine’s operational objective is to generate and maintain competitive advantages as:• We aim to be an integral part of our customers’

success• We drive science and innovation• We have cost leadership in the Antarctic Krill

supply chain• People are at the heart of what we do

MarketsThe omega-3 industry in general continued to be soft in 2015, which affected sales of Superba™ Krill. However, the Company was able to increase its market share because of its leading value proposition. The Company’s estimated market share is 60 percent.

The markets for the high-value feed ingredient Qrill™ Aqua for the aquaculture industry developed positively. There is growing demand for marine protein and Qrill™ Aqua has now established its position as a sustainable, high value feed ingredient with documented effects.

Market competitionAker BioMarine competes in a global market. Our competitiveness relies on our ability to position ourselves correctly in key markets. External framework conditions, such as regulations governing krill harvesting, also affect our competitiveness.

The Company holds two krill harvesting licenses issued by the Norwegian Government. Ever since its establishment, Aker BioMarine has emphasized building competitive advantages by adhering to

the strictest environmental standards and sustain-ability practices. Aker BioMarine’s Eco-Harvesting™ krill-harvesting technology effectively reduces by-catches of fish, birds, and marine mammals.

Financial informationProfit and loss accountTotal revenues and other income amounted to USD 105.1 million, compared with USD 112.3 million in 2014. Total revenue includes USD 54.9 million from sale of Superba™ Krill, USD 45.5 million from QrillTM products sales and USD 1.8 million in royalty income from CLA/Tonalin®. The corresponding 2014 revenue figures were USD 69.2 million from Superba™ Krill, USD 39.9 million from Qrill™ and USD 2.4 million in royalties.

Earnings before Interest, Tax, Depreciation, Amor-tization and special operating items (“EBITDA”) was USD 25.7 million in 2015, compared with USD 6.0 million in 2014.

Depreciation and amortization totaled USD 15.9 million in 2015 compared with USD 17.9 million in 2014. The decrease is attributable to retirement of certain assets while the vessels were in shipyard in the fourth quarter of 2014.

Other expenses in 2015 comprise in total USD 1.0 million, all related to the patent dispute with Neptune Technologies and Bioresources Inc. The corresponding amount in 2014 was USD 1.1 million.

Financial income amounted to USD 9.2 million in 2015, mainly comprising of foreign exchange gains, compared with USD 7.1 million in 2014. Financial expenses in 2015 of USD 12.3 million include interest cost, guarantee fees, other financial expenses. In addition, share of profit from equity accounted investees was minus 4.0 million in 2015 reflecting the start up costs at the krill oil facility in Houston.

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The net profit in 2015 amounted to USD 0.8 million compared with a loss of USD 17.3 million in 2014.

Cash flowAker BioMarine reported a cash flow from operations of USD 18.3 million in 2015 compared to minus USD 11.1 million in 2014.

Net cash flow from investments amounted to minus USD 21.9 million in 2015, compared with minus USD 14.4 million in 2014. In 2015, the company made payments of USD 2.9 million in vessel upgrades and USD 14.6 million in onshore production technology. Furthermore, Aker BioMarine increased its investment in the US joint venture Aker BioMarine Manufacturing by USD 4.6 million for the financing of the Houston factory.

Net cash flow from financing activities amounted to USD 4.0 million in 2015 compared to USD 21.1 million in 2014.

Balance sheet and liquidityAs of 31 December 2015, the equity ratio was 29 percent, same as at year-end 2014. Cash and cash equivalents as of 31 December 2015 amounted to USD 2.8 million, compared with USD 2.4 million as of year-end 2014. Total assets amounted to USD 258.4 million as of 31 December 2015, and total equity was USD 76.2 million. Corresponding 2014 figures were USD 255.2 million in total assets and USD 75.3 million in total equity.

Interest-bearing debt amounted to USD 158.3 million as of 31 December 2015 of which USD 147.2 million is long term and USD 11.1 million is short term interest bearing debt. As per year end 2014, total interest bearing debt was USD 157.0 million.

Net interest-bearing debt (interest-bearing loans less cash and cash equivalents) amounted to USD

155.6 million as of 31 December 2015, up from USD 154.6 million as of 31 December 2014.

As of year end 2015, net working capital (non-interest-bearing assets less non-interest-bearing current debt) exclusive of bank deposits, amounted to USD 36.3 million, compared with USD 33.5 million as of 31 December 2014.

Going concern assumptionPursuant to section 3-3a of the Norwegian Accounting Act, the Board of Directors hereby confirms that the annual accounts for 2015 have been prepared on the assumption that both Aker BioMarine and the parent company, Aker BioMarine AS, are going concerns.

Financial risk and risk managementAker BioMarine is a biotechnology group, which is still in a development and commercialization phase. As such, the Company remains exposed to several risks and uncertainties relating to harvesting and offshore processing technologies, fluctuations in annual krill harvesting, onshore production processes and product quality, ability to develop new products and general market demand and growth and competition. Aker BioMarine is dependent on two customers representing about 43 percent of the revenues in 2015.

Aker BioMarine has adopted a risk management policy to identify measure and mitigate risks. For a more detailed discussion on market risk, credit risks, and liquidity risk, see note 20 (Financial risk) to the consolidated financial statement.

Events after the balance sheet dateNo material events have occurred after the year-end 2015 balance sheet date, except for the acquisition of Naturex’ share of the onshore krill oil facility in Houston, US.

Aker BioMarine ASThe profit and loss account for Aker BioMarine AS shows a USD 6.6 million loss for the 2015 accounting year. Aker BioMarine AS had in 2015 external operating revenues of USD 1.8 million. Payroll and other operating expenses amounted to USD 7.5 million in 2015. Net loss from financial items amounted to USD 4.6 million in 2015. The book value of the company’s fixed assets totaled USD 343.6 million as of 31 December 2015. Current assets amounted to USD 3.1 million as of 31 December 2015. Long-term debt amounted to USD 110.9 million at year-end 2015.

The Board will recommend to the company’s annual general meeting on February 19, 2016 that no dividend be paid for the 2015 accounting year.

Based on the above recommendation, the Board of Directors proposes the following allocation of the loss for the year:Allocation for dividends -Loss for the year USD 6.6 millionTransferred to earned equity USD 6.6 million

Health, safety and environmentThe krill-harvesting vessels Saga Sea and Antarctic Sea as well as the freighter La Manche operate in rough Antarctic waters. Crew health and working environment are important concerns. Despite the demanding conditions, illness and accident rates onboard are generally low.

To keep illness and accident rates low, work tasks and working environments are carefully examined and improved when necessary. Systems are in place to ensure that crew members have access to medical attention in the event of injury or illness when vessels are operating far from shore. The onboard working environment is deemed good, a view supported by the high workforce stability.

Aker BioMarine’s objective is zero personnel injuries, environmental harm, or vessel damage. Systematic safety drills are conducted that prepare crews for handling demanding scenarios that might occur on board. Crew safety is Aker BioMarine’s top priority, and efforts to further improve safety is a continued project.

There have been five injury incidents on the vessels, but overall sick leave is very low. Aker BioMarine takes a serious view of accidents and hazardous conditions; procedures are reviewed and measures implemented to avoid reoccur-rences Aker BioMarine takes a serious view of accidents and hazardous conditions; procedures are reviewed and measures implemented to avoid reoccurrences. To reduce sick leave and maintain a healthy working environment, Aker BioMarine offers employees participation in weekly exercise sessions.

Harvesting of Antarctic krill is managed and regulated by the Commission for the Conservation of Antarctic Marine Living Resources (CCAMLR). Founded in 1981, the organization sets permissible limits for krill harvesting. Superba has independent inspectors on its krill harvesting vessel in the Southern Ocean who provides precise, ongoing reporting of catch volumes and vessel positions to the relevant authorities. Aker BioMarine recommends that all participants in Antarctic krill fisheries be subject to such reporting.

In 2010, Superba’s krill harvesting operations in Antarctic waters received environmental certifi-cation by the independent organization Marine Stewardship Council (MSC). Aker BioMarine harvests in accordance with stricter environmental standards and guidelines than CCAMLR requires. MSC certification is one of the means by which Aker BioMarine seeks to establish high environmental

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standards among krill harvesters. The MSC certifi-cation was renewed for both vessels in 2015.

Aker BioMarine strives to develop new environment-friendly harvesting methods, reduce by-catches, and maintain optimal quality of the marine resources we harvest. Aker BioMarine is committed to implementing solutions that curtail energy consumption, waste, and polluting emissions.

Aker BioMarine’s corporate social responsibility report for 2015 is included in the corporate social responsibility report of Aker ASA, which is available at www.akerasa.com .

OrganizationAker BioMarine aims to be an attractive workplace. Fundamental to the Aker BioMarine’s human resources policy is ensuring equal opportunities

for all employees, regardless of ethnicity, gender, religion, or age. Aker BioMarine’s human resources policy includes measures aimed at preventing gender discrimination in terms of pay, promotion, recruitment, or other workplace-related issues. Aker BioMarine recruits employees from profes-sional environments that include both men and women. Aker BioMarine believes it has, and aims to maintain, a balanced workforce. Aker BioMarine do not tolerate discrimination or harassment of any kind.

As of 31 December 2015, Aker BioMarine had 215 employees (2014: 222), of whom 50 worked in Norway, 8 in the United States, 5 in Uruguay, 1 in Australia, 3 in China and 148 onboard the two krill harvesting vessels, and the freighter La Manche. Aker BioMarine has employees from approximately 22 different nationalities and 16 percent of the

employees are woman. Group management had one female member as of 2015. One of the three shareholder-elected Directors is a woman and one of the two employee representatives.

Research and developmentAker BioMarine is a biotechnology group where research and development is an integral part of our strategy. For further details on our R&D expenses see note 11 for further details on this years expenses.

Corporate governanceAker BioMarine’s corporate governance policy is intended to ensure an appropriate division of roles and responsibilities among shareholders, the Board of Directors, and executive management.

As of December 31, 2015, Aker BioMarine is wholly

owned by Aker ASA and the executive management of the company.

Outlook for 2016Future growth depends on Aker BioMarine’s ability to recapture success in sales of high-quality dietary supplements. To achieve this, the Company works to expand its geographic reach by entering into new markets. It is important that ongoing research documents product efficacy, highlighting preven-tative and health-promoting benefits for both the animal feed and human nutrition products.

Following the completion of the new krill oil production technology in Houston, Aker BioMarine is fully invested to capture the foreseeable market growth potential.

Oslo, February 18, 2016The Board of Directors and CEO of Aker BioMarine AS

Ola Snøve Bjørn Flatgård Gabriella Bastiani Frank Grebstad Torill Nielsen Matts JohansenChairman Deputy Chair Director Director,

elected by the employeesDirector,

elected by the employeesCEO

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Financial statements

Directors’ responsibility statement 39

Group accounts 40

Statement of profit or loss 40

Statement of comprehensive income 40

Balance sheet as of December 31 41

Statement of cash flow 42

Changes in equity 43

Notes to the consolidated financial statements 44

Parent company accounts 60

Profit and loss account 60

Balance sheet as of December 31 61

Statement of cash flow 62

Notes to the parent company accounts 63

Auditor's report 68

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Directors’ responsibility statement

The Board of Directors and CEO have reviewed and approved the Board of Directors’ report and annual accounts for Aker BioMarine AS, the Group and parent company for the calendar year 2015 and as of December 31, 2015 (annual report 2015).

The consolidated accounts have been prepared in accordance with the EU approved IFRS regulations and related interpretations, and other information requirements pursuant to the Accounting Act and applicable as of December 31, 2015. The annual accounts for the parent company have been prepared in accordance with the Accounting

Act and good accounting practice in Norway as of December 31, 2015. The Board of Directors’ report for the Group and the parent company complies with the requirements of the Accounting Act and Norwegian accounting standard 16 (Norsk Regnskapsstandard 16), as of December 31, 2015.

We are of the opinion:• that the annual accounts for 2015 for the Group and parent

company have been prepared in accordance with prevailing accounting standards;

• that the information in the accounts provides a true and fair view of the Group’s and parent company’s assets, liabilities, financial position and result as a whole as of December 31, 2015; and

• that the Board of Directors’ report for the Group and parent company provides a true overview of • development, result and position for the Group and parent

company; and • the most central factors regarding risk and uncertainty faced

by the Group and the parent company.

Oslo, February 18, 2016The Board of Directors and CEO of Aker BioMarine AS

Ola Snøve Bjørn Flatgård Gabriella Bastiani Frank Grebstad Torill Nielsen Matts JohansenChairman Deputy Chair Director Director,

elected by the employeesDirector,

elected by the employeesCEO

Aker BioMarine AS annual report 2015

Directors’ responsibility statement | Consolidated financial statement | Parent company accounts | Auditor's report

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AKER BIOMARINE GROUP:

Statement of profit or lossfor the year ended December 31

Amounts in thousands of U.S. Dollars Note 2015 2014

Revenues from sale of products 2 103 180 109 314Other income 2 1 941 2 985Total revenues and other income 105 121 112 299

Net change in inventories 7 202 1 626Production and misc. operating expenses 3 (63 953) (81 889)Salaries and payroll expenses 4 (22 649) (25 677)Other expenses 5 (991) (1 096)Total operating expenses before depreciation, amortization and impairment (80 391) (107 036)

Depreciation and amortization 10, 11 (15 911) (17 925)Impairment charges 10 (905) (389)Operating profit (loss) 7 913 (13 051)

Net financial expenses 6 (3 016) (2 621)Share of loss from equity accounted investees 7 (4 010) (1 486)Net profit (loss) before tax expense 887 (17 157)

Tax expense 9 (82) (101)Net profit (loss) after tax expense 805 (17 258)

Earnings per share to equityholders of Aker BioMarine ASBasic 0.01 (0.25)Diluted 0.01 (0.25)

AKER BIOMARINE GROUP :

Statement of comprehensive incomefor the year ended December 31

Amounts in thousands of U.S. Dollars Note 2015 2014

Net loss 805 (17 258)

Other comprehensive income (loss)Defined benefit plan income gains (losses) 1 128 (320)Total items that will not be reclassified to profit and loss 128 (320)

Other comprehensive income (loss) 128 (320)

Total comprehensive income (loss) 933 (17 578)

1 The Defined benefit plan income gains (losses) have no income tax impact as it is part of the unrecognized deferred tax asset, see note 9.

Aker BioMarine AS annual report 2015

Group accounts: Income statement | Balance sheet | Cash flow | Changes in equity | Notes to the accounts

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AKER BIOMARINE GROUP:

Balance sheet as of December 31

Amounts in thousands of U.S. Dollars Note 2015 2014

ASSETSCash and cash equivalents 14, 20 2 752 2 408Current interest-bearing receivables 8 10 410 4 750Accounts receivable and prepaid expenses 13, 20 19 387 23 884Inventories 12 35 889 28 686Assets held for sale 10 - 1 052Total current assets 68 438 60 779Investments in equity-accounted investee 7 395 4 404Non-current interest-bearing receivables 8 4 833 5 917Other non-interest bearing non-current receivables 20 1 585 1 668Intangible assets 11 69 886 71 449Property, plant and equipment 10 113 286 110 942Total non-current assets 189 984 194 380Total assets 258 422 255 159

Amounts in thousands of U.S. Dollars Note 2015 2014

LIABILITIES AND OWNERS' EQUITYAccounts payable and other payables 17 17 912 17 501Interest-bearing current liabilities 15, 20 11 109 27 588Total current liabilities 29 021 45 091Other non-interest-bearing non-current liabilities 16 6 046 5 395Interest-bearing debt 15, 20 147 197 129 416Total non-current liabilities 153 243 134 811Total liabilities 182 264 179 901

Share capital 18 63 684 63 684Other paid-in equity 18 156 486 156 486Total paid-in equity 220 170 220 170Translation differences and other reserves 18 154 26Retained earnings 18 (144 166) (144 939)Total equity 76 158 75 257

Total equity and liabilities 258 422 255 159

Oslo, February 18, 2016The Board of Directors and CEO of Aker BioMarine AS

Ola Snøve Bjørn Flatgård Gabriella Bastiani Frank Grebstad Torill Nielsen Matts JohansenChairman Deputy Chair Director Director,

elected by the employeesDirector,

elected by the employeesCEO

Aker BioMarine AS annual report 2015

Group accounts: Income statement | Balance sheet | Cash flow | Changes in equity | Notes to the accounts

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AKER BIOMARINE GROUP:

Statement of cash flowfor the year ended December 31

Amounts in thousands of U.S. Dollars Note 2015 2014

Net income (loss) before tax 805 (17 157)Taxes expense 82 (92)Net interest and guarantee expenses 6 7 051 9 135Interest and guarantee premiums paid (6 057) (6 470)Interest received 99 100Impairment charges 905 389Depreciation and amortization 10, 11 15 911 17 925Share of gain (loss) from equity accounted investees 7 4 010 1 486Foreign exchange loss (gain) (5 802) (6 528)Change in accounts receivable, other current receivables, inventories, accounts payable and other 1 266 (9 922)Net cash flow from operating activities 18 269 (11 134)

Payments for property, plant and equipment (17 422) (12 042)Proceeds from sale of property, plant and equipment 149 565Payments for intangibles (96) (131)Instalment to joint ventures (receivable) (4 576) (2 752)Net cash flow from investing activities (21 945) (14 360)

Proceeds from issue of debt and change in overdraft facility 15, 20 (2 953) 15 918Repayment of debt 15, 20 (2 022) (2 072)Proceeds from owners 8 995 7 251Net cash flow from financing activities 4 020 21 097

Net change in cash and cash equivalents 345 (4 397)Effect of changes in foreign exchange rates on cash and cash equivalents - -Cash and cash equivalents as of January 1 14 2 408 6 805Cash and cash equivalents as of December 31 14 2 752 2 408

The accompanying notes are an integral part of the financial statements

Aker BioMarine AS annual report 2015

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AKER BIOMARINE GROUP:

Changes in equityfor the year ended December 31

Amounts in thousands of U.S. Dollars Share capital Share premiumOther

paid-in capitalOther

reservesRetained earnings Total

Balance as of December 31, 2013 60 727 192 106 (39 774) 346 (127 719) 85 688Net loss - - - - (17 258) (17 258)Other comprehensive income (loss) - - - (320) - (320)Total comprehensive income (loss) - - - (320) (17 258) (17 578)Transactions with owners, recognized directly in equity:Contributions from owner 135 - 7 116 - - 7 251Contributions to owner (135) - - - - (135)Demerger effects 2 957 (4) (2 958) - (89) (94)Other items charged directly to equity - - - - 127 127Total transactions with owners, recognized directly in equity 2 957 (4) 4 158 - 38 7 149Balance as of December 31, 2014 63 684 192 102 (35 616) 26 (144 939) 75 257Net profit for the year - - - - 805 805Other comprehensive income - - - 128 - 128Total comprehensive income (loss) - - - 128 805 933Total transactions with owners, recognized directly in equityOther items charged directly to equity - - - - (33) (33)Balance as of December 31, 2015 63 684 192 102 (35 616) 154 (144 166) 76 158

Aker BioMarine AS annual report 2015

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Notes to the consolidated financial statementsNote 1: Basis for preparation

These financial statements consolidate the profit or loss statements and balance sheets for Aker BioMarine AS (the “Company”) and its subsidiaries (together, the “Group”). The Company is a limited liability company domiciled in Norway with its registered office at Oksenøyveien 10, 1327 Lysaker, Norway.

The financial statements have been prepared in accordance with IFRS and IFRS Interpretation Committee (IFRS IC) interpretation as adopted by the EU.

The financial statements have been prepared on a going concern basis under the historical cost convention, except as otherwise described in the sections below.

Significant changes in the current reporting periodThe financial position and performance of the Group was particularly affected by the following events and transactions during the reporting period:• Investment in the new production technology

Flexitech that will improve the quality of Superba™ Krill oil (note 10)

• Extension of the USD 105 million revolving credit facility with DNB (note 15)

• Letter of intent to acquire Aker BioMarine Manu-facturing LLC and Aker BioMarine Financing LLC (note 25)

Summary of significant accounting policiesAccounting policies that relate to the financial statements as a whole are set out below, while those that relate to specific areas of the financial statements are shown in the corresponding note. All accounting policies have been consistently applied to all the years presented.

Management regards the following as the most significant accounting policies for these financial

statements:• Revenue recognition from the sale of Superba™ Krill

oil and Qrill™ branded ingredients (note 2)• Measurement of our krill based products held as

Inventories at year end (note 12)• Recognition and measurement of expenditure on

vessels and machinery included in Property, plant and equipment (note 10)

• Impairment of intangible assets (note 11)

Critical accounting estimates and judgmentsThe preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities. The estimates and judgments are based on historical experience and other factors, including expectations of future events that are believed to be reasonable, and constitute management’s best judgment at the date of the financial statements. In the future, actual experience could differ from those estimates.

The principal estimates and judgments that could have a significant effect upon the Group’s financial results relate to:• Expenses included in indirect production cost

recognized to inventories (note 12)• Technical assessment of the useful life of the

Group’s vessels and machinery (note 10)• Calculating the fair value of tangible and intangible

assets allocated to the Krill cash generating unit (note 11)

Where appropriate, present values are calculated using discount rates reflecting the currency and maturity of the items being valued. Further details of estimates and judgments are set out in the related notes to the financial statements.

Foreign currenciesTransactions recorded in the financial statements of

each subsidiary are made in its functional currency, i.e. the currency which best reflects the primary economic environment in which the entity operates. The financial statements are presented in U.S. Dollars (“USD”), which is the Group’s presentation currency as the Group’s cash flow and economic returns are principally denominated in USD, and is the functional currency of each subsidiary.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of each transaction. Receivables, liabilities and other monetary items in foreign currencies are translated into the functional currency at the exchange rates on the balance sheet date. Foreign currency exchange gains or losses resulting from such transactions are recognized in the statement of profit or loss.

Inter-company balances and transactions, and any unrealized revenues and expenses arising from inter-company transactions, are eliminated in the financial statements.

ConsolidationSubsidiary undertakings are entities over which the Group has the power to govern the financial and operating policies. Subsidiary undertakings are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a subsidiary undertaking is the fair values of the assets transferred and the liabilities incurred by the Group, including those from any contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values

Note 1: Basis for preparation 44Note 2: Revenue 45Note 3: Production and misc. operating

expenses 46Note 4: Salaries and payroll expenses 47Note 5: Other expenses 47Note 6: Financial income and expenses 47Note 7: Investments in joint ventures 47Note 8: Interest-bearing receivables 48Note 9: Income tax 48Note 10: Property, plant and equipment 49Note 11: Intangible assets 50Note 12: Inventories 51Note 13: Accounts receivable and prepaid

expenses 52Note 14: Cash and cash equivalents 52Note 15: Interest bearing debt 52Note 16: Other non-current liabilities 53Note 17: Accounts payable and other payables 54Note 18: Earnings per share 54Note 19: Foreign exchange rates 54Note 20: Financial risk 54Note 21: Contingencies and legal claims 57Note 22: Related parties 57Note 23: Salaries and other remuneration to

the Board of Directors and executive management 57

Note 24: Group companies 59Note 25: Events after the balance sheet date 59

Aker BioMarine AS annual report 2015

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at the acquisition date. The excess of the considera-tion transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifi-able net assets acquired is recorded as goodwill.

Inter-company transactions, balances and unrealized gains and losses on transactions between Group companies are eliminated. Accounting policies of subsidiary undertakings have been changed where necessary to ensure consistency with the policies adopted by the Group.

New standards adopted in the yearDuring the year, the Group adopted Annual Improve-ments to IFRSs – 2010-2012 Cycle and 2011 – 2013 Cycle, and the amendment to IAS 19. These changes have had no significant impact on the financial statements.

New standards and interpretations not yet adoptedThe following IFRS standards and amendments and IFRS IC interpretations issued by the IASB, have not been early adopted:• IFRS 9 Financial instruments addresses the

classification, measurement and derecognition of financial assets and financial liabilities and introduces new rules for hedge accounting. The standard will be applied 1 January 2018. It is not expected to have a material impact on the Group’s results.

• IFRS 15 Revenue from Contracts with Customers is based on the principle that revenue is recognized when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards. The group is currently assessing the impact the new standard will have, and it will be applied 1 January 2017.

Disclosure materialityManagement provides specific disclosures required by IFRS unless the information is considered immaterial to the economic decision making of the users of these financial statements or not applicable.

In these consolidated financial statements amounts have been rounded to the nearest thousand, unless otherwise stated. As a result of rounding differences, amounts may not add up to the total.

Note 2: Revenue

Revenue represents amounts recoverable primarily from the sale of Superba™ Krill oil and Qrill™ branded ingredients during the year. Revenue is measured at the fair value of consideration received or receivable on sale, including rebates, fair value adjustments and excluding VAT. Revenue is recognized when the amount can be reliably measured and it is probable that future economic benefits will flow to the Company.

Revenue recognition occurs in the period when the product is delivered and the main risks and benefits of ownership are transferred to the customer. The revenue recognition conditions are reviewed for each individual sale based on the individual contracts and other actual circumstances such as Incoterms on delivery. Revenues are deferred until all the criteria are met.

Geographic informationRevenues from sale of products

based on customer locationOther income

based on customer locationYear ended December, 31 Year ended December, 31

Amounts in thousands of U.S. Dollars 2015 2014 2015 2014

Norway 22 174 12 531 - 468EU 15 676 29 215 1 395 1 989United States 34 485 42 632 546 431Australia 13 916 5 624 - -Asia 6 481 9 947 - -Other regions 10 449 9 367 - 97Total 103 180 109 314 1 941 2 985

In 2015, the two largest customers comprised 17 percent and 27 percent of the Group’s total revenues from sale of products (2014: 32 percent and 17 percent).

In addition to revenue from the sale of krill derived products, the Group receives royalty income from certain trademarks and licenses. Royalty income is recognized in accordance with the relevant agreement.

Other income by categoryYear ended December 31,

Amounts in thousands of U.S. Dollars 2015 2014

Royalty 1 840 2 415Other 101 569Total 1 941 2 985

The Group’s operations occur in one reportable segment, the production and sale of krill products. As such, the production and sale of krill based products is managed as an integrated business.

Aker BioMarine AS annual report 2015

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The Executive Management Team (EMT), assesses the performance based on Underlying EBITDA. This measurement basis is defined as operating profit before depreciation, amortization, write-downs and impairments, and special operating items. The following information has been provided to the EMT at December 31, 2015 and 2014.

Year ended December 31,Amounts in thousands of U.S. Dollars 2015 2014

Nutraceuticals (Superba™) 54 902 69 155Aquaculture (Qrill™ Aqua) 44 851 39 152Pet and other 3 427 1 007Other income 1 941 2 985Total revenue and other income 105 121 112 299Total operating expenses before depreciation, amortization and impairment (80 391) (107 036)Special operating items 964 692Underlying EBITDA 25 693 5 955

Other financial information:Depreciation and amortization (15 911) (17 925)Impairment charges (905) (389)Total assets 258 422 255 159Investments in property, plant and equipment and intangibles 17 518 11 653

The following table reconciles Underlying EBITDA to Net income (loss) in the statements of profit or loss.

Year ended December 31,Amounts in thousands of U.S. Dollars 2015 2014

Net income (loss) 805 (17 257)Tax expense 82 101Share of loss from equity accounted investees 4 010 1 486Net financial items 3 016 2 621Depreciation and amortization 16 816 17 908Special operating items 964 1 096Underlying EBITDA 25 693 5 955

Special operating items mainly include legal and settlement fees as specified in note 5. These costs are not included in management’s assessment of Underlying EBITDA.

Note 3: Production and misc. operating expenses

Operating expenses are presented based on nature of the expenses in the statements of profit or loss. Production and operating expenses are recognized in the same period as the corresponding revenue from sale of product is recognized, while salaries and payroll expenses, production and other operating expenses, and other expenses are recognized when they occur or when the Group has a liability for future expenses.

Year ended December 31,Amounts in thousands of U.S. Dollars 2015 2014

Fuel (16 687) (20 433)Maintenance and services (7 533) (21 442)Sales, marketing, freight and other selling costs (7 896) (6 197)Extraction, capsulation and other production costs (17 726) (15 915)Other operating expenses (14 112) (17 902)Total production and misc. operating expenses (63 953) (81 889)

Government grantsDuring 2015 the Group received grants of USD 1.1 million (2014: USD 0.1 million) primarily from The Research Council of Norway. The grants are included in the ‘Production and misc. operating expenses’ line item to match the costs that the grants are intended to compensate. There are no unfulfilled conditions or other contingencies on these grants. The Group did not benefit directly from any other forms of government assistance.

Remuneration to the Group auditors (excluding VAT):

Year ended December 31,Amounts in thousands of U.S. Dollars 2015 2014

Audit fees (172) (208)Other audit and attestation services (47) (979)Fees for tax services 1 - -Total (219) (1 187)

1 Fees for tax services consist of fees for tax filing services and other tax assistance.

Aker BioMarine AS annual report 2015

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Note 4: Salaries and payroll expenses

Year ended December 31,Amounts in thousands of U.S. Dollars 2015 2014

Salaries (9 799) (11 765)Crew salaries (10 563) (10 478)Employer's social security contribution (1 166) (1 412)Pension expenses (544) (1 214)Other benefits (577) (809)Total (22 649) (25 677)

Pension plansThe Group has a combination of defined contribution and defined benefit plans that cover virtually all employees. These schemes comply with laws and regulations set forth in the different countries of operations. The Group’s defined benefit obligation cover three employees. At the end of the year the defined benefit obligation was USD 0.7 million and the assets were USD 0.5 million. The fair value of the net obligation has been calculated using an appropriate discount rate. During the year the Group expensed USD 47 thousand, net of settlements and curtailment, on the defined benefit plan (2014: 105 thousand), and USD 0.5 million for the defined contribution plan (2014: 1.1 million). In addition USD 128 thousand is expensed over other comprehensive income due to changes in actuarial assumptions.

Note 5: Other expenses

Year ended December 31,Amounts in thousands of U.S. Dollars 2015 2014

Legal and settlement fees (991) (1 096)Total (991) (1 096)

Other expenses consists of legal and settlement fees related to a complaint filed by Neptune Technologies & Bioressources Inc. (“Neptune”) against several Group companies and other krill companies with the Interna-tional Trade Commission (“ITC”) in Washington D.C.. Neptune claim that the defendants’ export of krill oil to the United States should be stopped because it would infringe upon U.S. Patent No. 8 278 351 assigned to them.

Note 6: Financial income and expenses

Financial income comprises interest income on financial investments and net foreign exchange gains recognized in the statement of profit or loss. Financial expenses include interest expense and payable guarantee fees. Financial income and expenses are presented on a net basis in the statement of profit or loss.

Year ended December 31,Amounts in thousands of U.S. Dollars 2015 2014

Interest income, bank deposits 10 56Interest income loans and receivables (amortized cost) 163 107Foreign exchange gains (realized and unrealized) 9 072 7 052Other financial income 1 (76)Total financial income 9 247 7 139

Interest expense on financial liabilities valued at amortized cost (7 224) (6 789)Foreign exchange losses (realized and unrealized) (2 751) (2 509)Other financial expenses (2 288) (461)Total financial expenses (12 262) (9 759)

Net financial expenses (3 016) (2 621)

Interest expense on financial liabilities valued at amortized cost includes guarantee fees payable to the parent company Aker ASA.

Note 7: Investments in joint ventures

The Group’s interest in jointly controlled entities is consolidated using the equity method of accounting. The investment is initially recognized at cost and the carrying value is increased or decreased to recognize the Group’s share of the profit or loss of the joint venture after the date of acquisition. The Group’s share of profit or loss is recognized in the income statement with a corresponding adjustment to the carrying amount of the investment.

The Group has investments in two joint ventures as of December 31, 2015: Aker BioMarine Manufacturing LLC (50 percent) and Aker BioMarine Financing LLC (50 percent). The two joint ventures can be viewed as cohesive entities, as they together will constitute a krill oil manufacturing facility in Houston, Texas, U.S.A. and the related financing of the facility.

The Group and its partner Naturex SA have, as part of the joint venture agreement, an obligation to finance future investments if such investments are deemed necessary by the partners. As of December 31, 2015, there were no other investments planned than those already financed by the equity and debt contribution provided in 2015. On February 5, the Group signed a letter of intent to acquire Naturex’ share of the two joint ventures. For further information, see note 25 Events after the balance sheet date.

Aker BioMarine AS annual report 2015

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At December 31, the book value of the investment in the joint ventures reconcile as follows:

As of December 31,Amounts in thousands of U.S. Dollars 2015 2014

As of January 1, 4 404 5 889Investments - -Share of loss from equity accounted investees (4 010) (1 486)As of December 31, 395 4 404

Furthermore, the Group holds interest-bearing receivables towards the joint ventures totaling USD 15.2 million (2014; USD 10.7 million). Refer to note 8 for further information.

At the balance sheet date, the joint ventures had assets of USD 40.2 million (2014: USD 40.7 million) and liabilities of USD 39.4 million (2014: USD 31.3 million). For the financial year to 31 December 2015, total revenue was USD 3.7 million (2014: USD 1.6 million) and net loss was USD 8.0 million (2014: USD 2.3 million). The Group’s share of loss in the joint ventures is recognized as a financial item in the statements of profit or loss.

Note 8: Interest-bearing receivables

Current and non-current interest bearing receivables as December 31, 2015 and 2014 are entirely related to the financing of the Group’s joint ventures in Houston. See note 7 for additional information.

As of December 31,Amounts in thousands of U.S. Dollars 2015 2014

Current interest-bearing receivables 10 410 4 750Total 10 410 4 750

As of December 31,Amounts in thousands of U.S. Dollars 2015 2014

Non-current interest-bearing receivables 4 833 5 917Total 4 833 5 917

Note 9: Income tax

The Group is headquartered in the Norway and pays taxes according to the rates applicable in the countries and states in which it operates. Most taxes are recorded in the statement of profit or loss and relate to taxes payable for the reporting period (current tax) but also deferred taxes. Deferred tax is calculated based on the differences between the accounting value and tax value of assets and liabilities at the balance sheet date using the applicable tax rate.

The major components of income tax expense for the years ended December 31, 2015 and 2014 are:Year ended December 31,

Amounts in thousands of U.S. Dollars 2015 2014

Income tax expense for the periodCurrent income tax expense in respect of current year (89) (101)Prior period adjustments - -Current income tax expense (89) (101)

Reconciliation of nominal statutory tax to effective tax rate:Year ended December 31,

Amounts in thousands of U.S. Dollars 2015 2014

Profit (loss) before tax 887 (17 158)

Calculated income tax at statutory rate of 27% (240) 4 633Change in tax regulations 3 532 -Unrecognized change in deferred tax assets (4 041) (8 415)Other 659 3 681Total tax expense (89) (101)Effective tax rate 10% 1%

Aker BioMarine AS annual report 2015

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Deferred tax assets on a gross basis (not tax-effected) are comprised of:

Year ended December 31,Amounts in thousands of U.S. Dollars 2015 2014

PPE and intangible assets (616) (2 043)Inventory - 243Other (92) 172Tax losses carried forward 57 319 63 444Interest rate deductability carry forward 2 432 1 818Deferred tax assets 59 042 63 634Unrecognized deferred tax assets (59 042) (63 634)Recognized deferred tax assets - -

The movement in deferred tax assets from USD 63.6 million to USD 59.0 million is mainly due to changes in the USD/NOK foreign exchange rate.

Based on the historical losses of the Group it was concluded that deferred tax assets could not be recognized in the balance sheet as of December 31, 2015 or 2014. The Norwegian tax authorities have questioned USD 28.8 million of the tax loss carried forward from 2008. The Group believes that the deductions are in accordance with the tax laws. If the view of the Norwegian tax authorities prevails, the unrecognized deferred tax asset will be reduced by a corresponding amount.

Note 10: Property, plant and equipment

Property, plant and equipment are recorded at cost, less any accumulated depreciation and any accumulated impairment losses. Depreciation is recognized on a straight-line basis over the estimated useful lives of each major component of property, plant and equipment. Assets under construction are not depreciated until the items are available for use as intended by management.

Expenditures to replace a component of property, plant and equipment are included in its cost if it is probable that future economic benefits associated with the asset will flow to the Group and the costs can be measured reliably. Gains and losses are recognized upon asset de-recognition. The costs of consumables used and day-to-day maintenance of property, plant and equipment are expensed as incurred. Costs incurred for major inspections and overhauls or to improve a vessel’s operating efficiency, functionality or safety are capitalized.

Major inspections of vessels are done on a regular basis as required by the classification society, such as Det Norske Veritas, and laws and regulations and the costs of such inspections are, including replacement spares and labor costs, capitalized and amortized over the average expected life between major inspections. All other costs relating to maintenance of vessels is charged to the statement of profit or loss on consumption or as incurred.

Assets that will be disposed, which are classified as held-for-sale, are reported at the lower of their book value and their fair value less cost to sell. Depreciation of vessels is included in the cost of inventory conversion (see note 14).

Movements in property, plant and equipment in 2015 and 2014 are shown below:

Amounts in thousands of U.S. Dollars

Vessels, transportation equipment, etc Machinery

Assets under construction Total

Acquisition cost as of January 1, 2015 108 398 55 106 1 521 165 025Investments 387 2 314 14 721 17 422Asset retirements (3 449) (2 255) (21) (5 725)Other reclassifications (131) 131 (612) (612)Acquisition cost as of December 31, 2015 105 204 55 296 15 610 176 110

Acc. depreciation and impairment as of January 1, 2015 (30 917) (23 165) - (54 082)Depreciation for the year (7 388) (6 837) - (14 226)Asset retirements 3 240 2 243 - 5 483Other reclassifications 25 (25) - -Acc. depreciation and impairment as of December 31, 2015 (35 040) (27 785) - (62 825)

Book value as of December 31, 2015 70 164 27 512 15 610 113 286

Depreciation period 10-20 years 3-20 yearsDepreciation method Straight-line Straight-line

Amounts in thousands of U.S. Dollars

Vessels, transportation equipment, etc Machinery

Assets under construction Total

Acquisition cost as of January 1, 2014 101 393 60 251 1 713 163 356Investments 4 588 6 308 626 11 522Asset retirements (2 658) (4 463) - (7 121)Asset sales - (252) (87) (339)Reclassifications from (to) assets held for sale - 311 (731) (420)Other reclassifications 5 075 (7 048) - (1 973)Acquisition cost as of December 31, 2014 108 398 55 106 1 521 165 025

Acc. depreciation and impairment as of January 1, 2014 (24 107) (22 622) - (46 729)Depreciation for the year (6 824) (7 756) - (14 580)Asset retirements 1 469 3 490 - 4 959Assets sales - 135 - 135Other reclassifications (1 454) 3 588 - 2 134Acc. depreciation and impairment as of December 31, 2014 (30 917) (23 165) - (54 082)

Book value as of December 31, 2014 77 481 31 941 1 521 110 942

Depreciation period 10-20 years 3-20 yearsDepreciation method Straight-line Straight-line

Aker BioMarine AS annual report 2015

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During the year the Group invested USD 14.7 million in a new production technology, Flexitech. The Flexitech technology will improve Superba™ Krill oil quality by purifying and more importantly enable production of new Superba™ Krill oil products including concentrate products, Superba™ Boost. It is expected that the Houston facility with the Flexitech technology will be fully operational in second quarter 2016. When the technology works as intended by management, the assets will be reclassified from assets under construction to machinery.

Assets that were previously held for sale has been fully written off in 2015 to reflect the fair value of the equipment. The table below show the movements in 2015 and 2014.

Year ended December 31,Amounts in thousands of U.S. Dollars 2015 2014

Book value as of January 1, 1 052 1 115Asset sales (199) (145)Reclassification from assets under construction - 781Reclassification to assets under construction - (311)Impairment (854) (389)Book value as of December 31, - 1 052

As of December 31, 2015, the Group has no significant commitments for further investments in property, plant and equipment (2014: USD 2.8 million).

For details on mortgages and pledging of security, see note 15.

Note 11: Intangible assets

GoodwillGoodwill resulting from business combinations is allocated to each of the cash generating units (“CGU”), which are expected to benefit from synergies of the combination. Each unit to which goodwill is allocated represents the lowest level within the Group at which goodwill is monitored for internal management purposes.

Goodwill is tested annually for impairment or more frequently if events or changes in circumstances indicate a potential impairment. Impairment is determined for goodwill by assessing the recoverable amount of each unit to which the goodwill relates. When the recoverable amount of the unit is less than its carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods.

DevelopmentExpenditures for research activities performed to gain new scientific or technical or other knowledge are expensed when incurred. Development expenditures are capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The amount capitalized includes the cost of materials and external expenses.

License agreementsLicense agreements acquired separately are measured at cost. Following initial recognition, the Groups license agreements are recorded less any accumulated amortization and impairment losses. The Group’s license agreements are amortized on a straight-line basis and tested for impairment if impairment indicators exist.

Movements in intangible assets for 2015 and 2014 are shown below:

Amounts in thousands of U.S. Dollars Goodwill DevelopmentLicense

agreements Total

Acquisition cost as of January 1, 2015 65 153 6 630 23 118 94 901Additions - external cost - 96 - 96Asset retirements - (785) - (785)Reclassifications - - - -Acquisition cost as of December 31, 2015 65 153 5 941 23 118 94 212

Amortization and impairment losses as of January 1, 2015 - (5 331) (18 121) (23 452)Amortization for the year - (384) (1 276) (1 660)Asset retirements - 786 - 786Reclassifications - - - -Amortization and impairment losses as of December 31, 2015 - (4 929) (19 397) (24 326)

Book value as of December 31, 2015 65 153 1 012 3 721 69 886

Amortization period 5-10 years 10-12 yearsAmortization method Straight-line Straight-line

Amounts in thousands of U.S. Dollars Goodwill DevelopmentLicense

agreements Total

Acquisition cost as of January 1, 2014 65 153 13 438 25 131 103 722Additions - external cost - 131 - 131Asset retirements - (149) (149)Reclassifications - (6 790) (2 013) (8 803)Acquisition cost as of December 31, 2014 65 153 6 630 23 118 94 901

Amortization and impairment losses as of January 1, 2014 - (11 736) (18 849) (30 585)Amortization for the year - 93 (1 276) (1 183)Asset retirements - 149 - 149Reclassifications - 6 163 2 004 8 167Amortization and impairment losses as of December 31, 2014 - (5 331) (18 121) (23 452)

Book value as of December 31, 2014 65 153 1 299 4 997 71 449

Amortization period 5-10 years 10-12 yearsAmortization method Straight-line Straight-line

Aker BioMarine AS annual report 2015

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Impairment testingThe group tests whether goodwill has suffered any impairment on an annual basis. Goodwill is allocated to the Krill business which represents all business operations of the Group as of December 31, 2015 and 2014, with the exception of the CLA/Tonalin licensing agreements which generate royalty income (see note 3) and is separate from the Krill business cash generating unit.

The recoverable amount for the Krill business as a cash generating unit is estimated on the basis of its value in use. The estimated value in use is based on discounted future cash flows. The following assumptions were applied in 2015 and 2014:• Projected cash flows are based on management’s best estimates of budget and the business plan for the

Krill business for the subsequent five year period. The budget is based on detailed budgets prepared by the various departments in the Krill business. For subsequent periods, the model is based on estimated terminal growth of 2.0 percent, which is in line with long-term forecasts for growth in GDP.

In the 2015 budget for the period 2016-2020, revenue projections for the first year are based on agreements entered into the first year of the budget period, along with a management evaluation and information from external sources as to the potential for new agreements. The budgeted operating margin is in accordance with management̀ s forecast which is based on the scalability in the business model. As large proportion of the Group’s operating expenses are independent of production volumes means that increased sales levels will contribute to higher operating margins.

• The terminal value in the model used to calculate value in use in 2015 is based on a stable operating margin which is on a par with the projected operating margin for 2019. Investment levels have also been set at the same level as projected depreciation to maintain sales and production capacity.

• A 12.9 percent discount rate before tax has been applied to calculate the recoverable amount (2014: 10.9 percent). The discount rate is estimated based on a weighted average of equity return requirements and expected costs of debt, assuming a projected debt-to-equity ratio of 50 percent (2014: 50 percent). The equity return requirement is estimated using the capital asset pricing model (CAPM) and accordingly adjusted from post- to pre-tax. The cost of debt is based on risk-free interest rates (10-year U.S. treasury government bonds), adjusted upwards to reflect long-term financing costs and the asset’s risk profile.

The sensitivity of the value in use has been tested using simulations of various combinations of discount rates and terminal value growth. No reasonably possible combination of these factors results in a value in use being lower than the value recognized in the balance sheet as of December 31, 2015 and 2014.

DevelopmentIn 2015, the Group capitalized USD 96 000 in development costs related to development of production processes, production technology for krill oil and maintenance of patents and licenses (2014: USD 131 000). The Group expensed USD 2.1 million in 2015 and USD 8.9 million 2014 relating to research and development costs.

Licensing agreements/production technologyThe net amount recognized in the financial statements for license agreements/production technology of USD 3.7 million (2014: USD 5.0 million) relates to two existing license agreements which will expire in 2016 and 2018. Based on realized royalty revenue in 2015 and 2014, and projections received from the licensee partners, no impairments were identified in 2015 and 2014.

Note 12: Inventories

Inventories are measured at the lower of actual production cost (including freight) and net realizable value. Acquisition cost is based on the actual cost of warehoused materials. The cost of finished goods and work in progress comprises the costs of raw materials, direct labor and other direct costs, and related production overheads (based on normal operating capacity). Indirect costs allocated to inventories, includes salaries, depreciation and certain other operating expenses.

Net realizable value is the estimated sales price in the ordinary course of business, less the costs of completion and sales such as freight and commission. The impairment from actual production cost (including freight) to net realizable value is recognized in production and other operating expenses.

The production of both Superba™ Krill oil and Qrill™ branded ingredients is highly complex where the Group controls the entire value chain from harvesting of raw krill in the Antarctic, to the onboard krill meal processing, and quality control. Furthermore, the process is very sensitive to harvesting conditions, such as length of the fishing season and other external factors. These factors all influence the parameters for capitalization of indirect production costs in the Group and full cost of the products.

Indirect production costs is measured using standard costing, which is reviewed regularly to ensure relevant measures of krill harvest, yield in meal production and production time on-shore, cost base and other relevant factors. When calculating total inventory, management make certain judgments about cost of production and idle capacity when estimating indirect production costs for capitalization. Changes in the parameters for calculation of indirect production costs could have an impact on the gross margin and the overall valuation of inventories.

Inventory balances as of December 31, 2015 and 2014 are shown below:

As of December 31,Amounts in thousands of U.S. Dollars 2015 2014

Raw materials 9 899 10 808Work in progress 3 386 24Finished goods 22 604 17 854Total 35 889 28 686

Carrying value of inventories recognized at net realizable value - 11 146

Write-down of inventories recognized towards net change in inventories in the period 1 2 388 6 643Carrying value of inventories pledged as security 33 603 27 435

1 Includes weight corrections, replacements to customers and obsolesence.

All finished goods produced on board the krill harvesting vessels are recognized to inventories at the lower of cost and net realizable value.

The impairment of inventories is included in net changes in inventory in the statement of profit or loss.

Aker BioMarine AS annual report 2015

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Note 13: Accounts receivable and prepaid expenses

As of December 31,Amounts in thousands of U.S. Dollars 2015 2014

Accounts receivable 13 308 15 894Prepaid expenses 6 079 7 990Total 19 387 23 884

In 2015, the Group reduced its bad debt provision from USD 633 000 to USD 210 000 with a corresponding income in profit or loss. See note 20 for credit and foreign exchange risk and fair values.

Note 14: Cash and cash equivalents

Cash and cash equivalents in the balance sheet and the cash flow statement comprise cash at banks, including restricted deposits, and on hand.

As of December 31,Amounts in thousands of U.S. Dollars 2015 2014

Cash and bank deposits 1 846 1 984Restricted bank deposits 906 424Cash and cash equivalents 2 752 2 408

Restricted bank deposits relate to employee tax withholdings which are used to settle tax remittances with the tax authorities on a periodic basis. As of December 31, 2015, the Group had drawn USD 9.1 million (2014: USD 12.1 million) out of a total of USD 11.4 million available in an overdraft facility.

For a discussion of interest risk and sensitivity analysis associated with financial assets and liabilities, see note 20.

Note 15: Interest bearing debt

The Group recognizes interest bearing debt initially at fair value, net of transaction costs incurred. Subsequently the debt is carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the statements of profit or loss over the period of the debt using the effective interest method.

As of December 31,Amounts in thousands of U.S. Dollars 2015 2014

Non-current liabilitiesSecured USD-denominated bank loan - Caterpillar Finance (“CAT”) 4 583 6 417Secured USD-denominated bank loan - DNB Bank ASA (“DNB”) 104 802 104 694Secured NOK-denominated loan from Innovation Norway - 1 4 637 5 513Secured NOK-denominated loan from Innovation Norway - 2 9 398 11 173Secured NOK-denominated loan from Innovation Norway - 3 1 183 1 619Non-current NOK-denominated loan from Antarctic Harvesting Holding AS 1 334 -Non-current USD-denominated debt to Aker ASA 21 259 -Book value total interest-bearing non-current liabilities 147 196 129 415

Current liabilitiesCurrent portion of secured USD-denominated bank loan- Caterpillar Finance (“CAT”) 1 834 1 834Current portion of NOK-denominated loan from Innovation Norway - 2 170 202Overdraft facility, NOK 9 104 12 057Current NOK-denominated liquidity loan from Aker ASA - 13 495Book value total interest-bearing current liabilities 11 109 27 588

Book value total interest-bearing liabilities 158 305 157 003

On 28 May 2015, the Group refinanced the revolving credit facility in the amount of a USD 105 million from DNB Bank ASA. The new termination date is set to 26 April 2017.

Nominal interest rate

Year of maturity Installments

Non-current liabilities and repaid liabilitiesSecured USD-denominated bank loan - CAT LIBOR + 1.89% 2017 Semi-annualSecured USD-denominated bank loan - DNB LIBOR + 3.4% 2017 BulletSecured NOK-denominated loan from Innovation Norway - 1 5.2% (fixed) 2026 Semi-annual from 2017Secured NOK-denominated loan from Innovation Norway - 2 5.2% (fixed) 2026 Semi-annual from 2017Secured NOK-denominated loan from Innovation Norway - 3 5.25% (floating) 2023 Semi-annualOverdraft facility with DNB NIBOR + 2.5% n/a n/a

Aker BioMarine AS annual report 2015

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Loan terms and conditionsAll financial covenants presented below are the ones currently applied to the Group. The covenants compliance tests referred to below are all based on historical figures for the Group.

Secured USD-denominated bank loan (Caterpillar Finance) covenantsThe Caterpillar Finance loan agreement features covenants on equity and debt to equity ratio and minimum net worth and insurance requirements. The Group complied with all covenants in 2015 and 2014.

Secured USD-denominated bank loan (DNB) covenantsThe DNB loan agreement features covenants on EBITDA (“Earnings Before Interest, Tax, Depreciation and Amortization”), defined as “EBITDA as classified and defined in the consolidated accounts pursuant to the Accounting Principles applied in consistence with past practice as described in the consolidated accounts. For purposes of the DNB loan agreement, EBITDA is operating profit before depreciation, amortization, writedowns and impairments, and Special Operating Items.” The loan covenants also have leverage ratio requirements. Pursuant to the loan agreement, Aker ASA provided the group with a short term loan of USD 4.0 million on 17 February 2015 and USD 5.0 on 29 May 2015. Following the short term loans, the Group is compliant with all loan covenants.

Loans from Innovation NorwayThe loans from Innovation Norway do not feature any restrictive covenants associated with key financial performance figures.

Callable NOK-denominated bondsThe callable bonds do not feature any restrictive financial covenants.

Overdraft facilityTotal amount drawn on the overdraft facility from DNB shall not exceed the sum of:1. 75 percent of external accounts receivable; and2. 60 percent of total inventory.

The Group’s borrowings did not exceed the borrowing base in 2015.

The following table display debt secured by mortgaged assets:

As of December 31,Amounts in thousands of U.S. Dollars 2015 2014

Secured non-current loans - CAT 4 583 6 417Current portion of non-current secured loan (CAT, Innovation Norway -2) 2 005 2 036Secured non-current loans (DNB) 104 802 104 694Loans from Innovation Norway 15 219 18 304Overdraft facility 9 104 12 057Total 135 713 143 509

Book value of assets pledged as securityOperating assets 149 174 148 354

Operating lease commitmentsLeases in which a significant proportion of the risks and benefits of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases, net of any incentives received from the lessor, are charged to the statement of profit or loss on a straight-line basis over the period of the lease.

The lease agreements summarized below are for several office and storage locations the Group rents around the world.

Minimum lease paymentAmounts in thousands of U.S. Dollars 2015 2014

Within one year 1 354 1 523In 1-5 years 5 224 4 386Five years or more 3 073 4 499Total 9 651 10 408

Lease expense recognized in 2015 amounted to USD 1.5 million (2014: USD 1.1 million).

Note 16: Other non-current liabilities

As of December 31,Amounts in thousands of U.S .Dollars 2015 2014

Guarantee premium payable to Aker ASA 4 629 3 445Pension liabilities 197 506Other 1 220 1 444Total 6 046 5 395

Aker has issued a guarantee for the secured bank loan with DNB. The Group pays a guarantee fee to Aker of 5 percent of USD 34.7 million (guarantee amount). The fee accrues up to the maturity date of the DNB loan in April 2017, and become payable at the same time.

Aker BioMarine AS annual report 2015

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Note 17: Accounts payable and other payables

Accounts payable and other payment liabilities comprise the following items:As of December 31,

Amounts in thousands of U.S. Dollars 2015 2014

Accounts payable 4 729 6 266Accrued expenses 8 491 7 036Other current liabilities 4 692 4 199Total 17 912 17 501

Foreign exchange and liquidity risks are described in note 20.

Accrued expenses consist of accrued interest, incurred holiday pay, public dues, accrued bonuses and other accrued expenses.

Note 18: Earnings per share

The Group presents basic and diluted EPS for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. The diluted EPS is calculated by adjusting share capital in issue for additional weighted average number of ordinary shares that are likely to be issued as of the balance sheet date. As of December 31, 2015 and 2014, the Group had no dilutive shares or dilutive effects on shares.

Amounts in thousands of U.S. Dollars 2015 2014

Continued operations:Net profit from continued operations 805 (17 258)Majority interests' share of profit 805 (17 258)

Total, majority interests' share of operations 805 (17 258)

Ordinary shares as of January 1, 69 053 544 69 053 544Ordinary shares as of December 31, 69 053 544 69 053 544Weighted average no. of shares as of December 31, 69 053 544 69 053 544

Earnings per share:Basic 0.01 (0.25)Diluted 0.01 (0.25)

Aker ASA own 99 percent of the shares in the parent company, Aker BioMarine AS. Remaining shares are owned by the Group’s executive management through their fully owned companies. As of December 31, 2015 the number of shares issued was 69 053 544 with a par value of NOK 5.50 per share. All shares carry equal rights and obligations.

Note 19: Foreign exchange rates

In preparing the Group’s financial statements, the following exchange rates have been applied:

CountryDenomi-nation

Average exchange rate year ended

December 31, 2015

Exchange rate as of December 31,

2015

Average exchange rate year ended

December 31, 2014

Exchange rate as of December 31,

2014

Norway NOK 1 0.124 0.114 0.159 0.135European Union (EU) EUR 1 1.109 1.092 1.326 1.215

The monthly average exchange rates and the exchange rates as of December 31 have been used in translating profit or loss and balance sheet items, respectively. If the monthly average fails to provide a reasonable approxi-mation of the exchange rate to apply to the nominal transaction price, then the exchange rate on the date of the transaction will be applied.

Note 20: Financial risk

The Group has exposure to the following financial risks from its ordinary operations; market risk (including foreign exchange rate risk, interest rate risk and bunker risk), credit risk and liquidity risk. To manage these risks, risk management is carried out in order to create predictability and stability for operating cash flows and values. Management can use financial derivatives to hedge against risk relating to operations, financing, and investment activities if the financial derivative has been approved by the board of directors. In 2015 and 2014, the Group did not engage in any hedge accounting.

Credit riskThe Group’s main credit risk relates to receivables from customers. Exposure to that risk is monitored on a routine basis and credit evaluations are performed on customers as appropriate. When entering into significant sales contracts, the sales department seeks to reduce credit risk through more stringent payment terms including requirement of up-front payments. The Group has had low losses on receivables as the sales department is maintaining close contact with each customer and by routine billing and cash collection.

The book value of financial assets represents the maximum credit exposure.

Amounts in thousands of U.S. Dollars

Gross accounts receivable as of

December 31, 2015

Bad debt provision as of December 31,

2015

Gross accounts receivable as of

December 31, 2014

Bad debt provision as of December 31,

2014

Not at maturity 10 501 11 693Due within 0-30 days 1 527 2 070Due within 31-120 days 809 1 126Due within 121 - 365 days 643 1 639More than one year 38 -Total accounts receivable 13 518 16 527Bad debt provision 210 633

The Group̀ s two most significant customers account for USD 6.3 million of the receivables carrying amount at December 31, 2015 (2014: USD 8.3 million).

Aker BioMarine AS annual report 2015

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Transferred receivables:The carrying amounts of the trade receivables include receivables which are subject to a factoring arrangement. Under this arrangement, the Group has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables.

Liquidity riskLiquidity risk is the risk that the Group will be unable to meet its financial liabilities as they mature. In the past the Group has been dependent on obtaining subordinated debt and equity from the parent company Aker ASA to meet its financial obligations. The Group does not hedge against exposure to interest-rate fluctuations on debt and is therefore exposed to fluctuations on the variable-rate amount of interest-bearing liabilities, which was USD 140 million as of December 31, 2015 (2014: USD 144 million).

2015 maturity structure — loans and interest

Amounts in thousands of U.S. DollarsBook value as of

December 31, 2015Nominal

valuesUp to 6

months6-12

months1-2

years3-5

yearsMore than

5 years

Secured bank loan USD (CAT) 6 417 6 637 917 1 036 4 684 - -Secured bank loan USD (DNB) 104 802 110 887 2 110 2 110 106 667 - -Secured bank loans NOK (Innovasjon Norge) 15 389 20 365 484 484 4 053 4 012 11 332Liquidity loan USD (Aker ASA) 21 259 22 322 - 22 322 - - -Non-secured loan NOK (Antarctic Harvesting Holding AS) 1 334 1 334 - - - - 1 334Overdraft facility 9 104 9 104 9 104 - - - -Total 2015 maturity of loans and interest on interest-bearing debt 158 305 170 649 12 615 25 952 115 404 4 012 12 666

Accounts payable and other current liabilities 17 912 17 912 17 912 - - - -Non-current non-interest-bearing liabilities 6 046 6 046 1 417 4 629 - - -Total liabilities 182 263 194 607 31 944 30 581 115 404 4 012 12 666

2014 maturity structure — loans and interest

Amounts in thousands of U.S. DollarsBook value as of

December 31, 2014Nominal

valuesUp to 6

months6-12

months1-2

years3-5

yearsMore than

5 years

Secured bank loan USD (CAT) 8 251 8 654 1 010 1 000 6 644 - -Secured bank loan (DNB) 104 694 110 625 1 977 1 977 106 671 - -Secured bank loans NOK 18 507 25 649 585 582 3 598 4 846 16 038Liquidity loan from Aker ASA, NOK denominated 13 495 14 372 - 14 372 - - -Overdraft facility 12 057 12 057 12 057 - - - -Total 2014 maturity of loans and interest on interest-bearing debt 157 004 171 357 15 629 17 931 116 913 4 846 16 038

Accounts payable and other current liabilities 17 911 17 911 17 911 - - - -Non-current non-interest-bearing liabilities 6 046 6 046 - - 4 846 - 506Total liabilities 180 961 195 314 33 540 17 931 121 759 4 846 16 544

Market riski) Foreign exchange riskThe Group operates in a global market and is exposed to currency fluctuations, primarily through fluctuations in the USD, NOK and EUR exchange rates. In addition the Group has operations with exposure to local currencies in Uruguay, Australia and China, but these exposures are regarded minimal. The Group has USD as its presentation and functional currency in the main group companies. The Group has NOK denominated financial instruments, thus the balance sheet is exposed to changes in NOK/USD exchange rate.

The Group seeks to ensure that revenues and expenses are in the same currency. Future cash flows are estimated and offset. The Group periodically assesses the need for foreign currency hedging; entering into foreign currency derivative contracts is generally subject to Board approval. Currency risk is managed on an overall Group level.

The Group's exposure to foreign exchange risk, based on nominal amounts of 1 000 is shown in the table below (all amounts presented in USD):

Euro NOK Euro NOKAs of December 31, 2015 As of December 31, 2014

Accounts receivable 1 325 108 2 886 (2)Cash 1 033 965 - -Other assets 544 499 (2 091) 3 906Secured bank loan - (15 218) - (16 868)Accounts payable (603) (3 658) (1 631) (2 777)Other balance sheet items - (1 953) (97) (22 789)Gross balance sheet exposure 2 299 (19 257) (933) (38 530)

Net exposure 2 299 (19 257) (933) (38 530)

Sensitivity analysisA 10 percent increase or decrease in USD relative to the Euro and the NOK would have reduced or increased the Group’s profit before tax with USD 0.2 million and USD 1.9 million, respectively.

ii) Interest rate riskThe Group’s borrowings and any surplus cash balances are held at variable and fixed interest rates linked to the Norwegian or London interbank offered rate (NIBOR and LIBOR). A movement of 100 basis points in the interest rate on borrowings and surplus cash balances through the year would have impacted the Groups profit before tax with USD 1.1 million.

Aker BioMarine AS annual report 2015

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Interest rate profileAt the close of the year, the interest rate profile for the Group's interest-bearing financial instruments was as follows:

Amounts in thousands of U.S. Dollars

As of December 31,

2015

Effective interest rate as

of December 31, 2015

As of December 31,

2014

Effective interest rate as

of December 31, 2014

Fixed-interest instrumentsSecured loans from Innovasjon Norge (14 206) 5.50% (16 685) 5.27%Loan from Antarctic Harvesting Holding AS (1 334) 7.00% -Net fixed interest (15 540) (16 685)

Floating-interest instrumentsFinancial assets

Cash and cash equivalents 2 752 variable 1 2 408 variable 1

Long-term interest bearing receivables 4 833 variable 2 5 917Short-term interest bearing receivables 10 410 variable 2 4 750

Financial liabilitiesSecured bank loan - Innovasjon Norge (1 183) 5.83% (1 821) 5.85%Secured bank loan - Caterpillar Finance (6 417) 2.20% (8 251) 2.18%Secured bank loan - DNB (104 802) 6.10% (104 694) 6.10%Liquidity loan from Aker ASA (21 259) 5.50% (13 495) 6.71%Overdraft facility (9 104) variable 2 (12 057) variable 2

Net variable interest (124 770) (127 243)

Total interest-bearing debt (140 310) (143 929)

1 Different cash and cash equivalents carry different interest rates, as such no effective interest rate has been calculated.2 Different loans/receivables carry different interest rates, as such no effective interest rate has been calculated.

iii) Bunker riskOne of the Group’s significant operating costs is the bunker cost. As such, the Group is exposed to bunker price fluctuations since the vessels use bunkers as fuel. The profitability and cash flow of the Group will therefore depend upon the market price of bunkers. The Group does not hedge the bunker price risk, but monitor movement in prices closely in order to implement other actions.

Fair valuesThe fair values quoted in the table below are categorized within the fair value hierarchy, described below, and based on the lowest level input that is significant to the fair value measurement as a whole:• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement

is directly or indirectly observable.• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement

is unobservable.

All fair values using Level 2 valuation techniques are based on discounted cash flow models.

The short-term nature of financial instruments such as cash and bank deposits results in the book value approximating fair value. The same approach applies to receivables and debt associated with the business cycle. Financial assets that are classified as held for sale and financial assets at fair value through profit and loss are recorded at fair value.

As of December 31, 2015

Amounts in thousands of U.S. Dollars Book value Fair value

Fair value measurement

using

Asset carried at amortized cost:Assets designated at fair value through profit or loss 1 585 1 585 Level 2

Asset carried at amortized cost:Loans and receivables 34 630 34 630 Level 2Cash and cash equivalents 2 752 2 752 Level 2Total financial assets 38 967 38 967

Liability book carried at amortized cost:Secured bank loan USD (CAT) (6 417) (6 022) Level 2Secured bank loan USD (DNB) (104 694) (103 459) Level 2Secured bank loan NOK (Innovasjon Norge) (15 389) (10 840) Level 2Liquidity loan USD (Aker ASA) (21 259) (21 259) Level 2Bank overdraft (9 104) (9 104) Level 2Non-secured loan NOK (Antarctic Harvesting Holding AS) (1 334) (1 334) Level 2Accounts payable and other liabilities (17 911) (17 911) Level 2Total financial liabilities (176 108) (169 929)

As of December 31, 2014

Amounts in thousands of U.S. Dollars Book value Fair value

Fair value measurement

using

Asset carried at amortized cost:Assets designated at fair value through profit or loss 1 668 1 668 Level 2

Asset carried at amortized cost:Loans and receivables 32 882 32 882 Level 2Cash and cash equivalents 2 408 2 408 Level 2Total financial assets 36 958 36 958

Liability book carried at amortized cost:Secured bank loan USD (CAT) (8 251) (7 667) Level 2Secured bank loan USD (DNB) (104 694) (103 705) Level 2Secured NOK bank loan (Innovasjon Norge) (18 507) (12 721) Level 2Liquidity loan NOK from Aker ASA (13 495) (13 495) Level 2Bank overdraft (12 057) (12 057) Level 2Accounts payable and other liabilities (17 501) (17 501) Level 2Total financial liabilities (174 505) (167 146)

Aker BioMarine AS annual report 2015

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Capital managementOne objective of the group’s asset management is to build and maintain financial flexibility to realize its strategic goals. The capital structure should reflect the Group’s operational risk, and offer flexibility for potential investments. The Group’s liquid funds should be readily available and subject to a conservative investment strategy involving low risk. As a wholly owned subsidiary of Aker ASA, the company has been dependent on financial support relating to fund expansion.

The Group manages its capital structure and makes any necessary modifications based on an ongoing assessment of the financial conditions under which the business operates, and short- to medium term projections. The capital structure is managed through adjustment of dividend payout, issuance of new shares, or repayment or incurrence of new debt, (including subordinated debt from Aker). We intend to commence payment of regular dividends as soon as we are able; however, the company is in a development and growth phase and thus subject to higher volatility in its net cash flows than a mature company.

Note 21: Contingencies and legal claims

The Group recognizes a provision when it has a legal or constructive obligation as a result of a past event, where it is probable that payment or the transfer of other assets will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

With worldwide operations, the Group is involved in disputes in the ordinary course of its business activities. Provisions to cover projected losses arising from such disputes are made to the extent negative outcomes are probable and reliable estimates can be prepared. However, the final outcome of any such dispute is inherently uncertain, and the resulting liability may exceed any provision made. As of December 31, 2015 and December 31, 2014, no provisions were made for legal claims.

Note 22: Related parties

The Group’s financial statements include the following transactions and intercompany balances with Aker and companies controlled by Aker. Refer to note 9 for transactions with joint ventures and note 25 for remuneration to key management.

Aker is the controlling shareholder of the Group.Transactions with Aker and affiliates Year ended December 31,Amounts in thousands of U.S. Dollars 2015 2014

Office rent, facilities services and IT (1 227) (1 371)Interest expenses and guarantee fee (3 039) (5 933)Total (4 266) (7 304)

The interest expense relates to the interest bearing debt to Aker, refer to note 15 for details on amounts due as of 31 December 2015 and 2014. The guarantee fees relates to the guarantee provided from Aker related to the Group’s long-term loan with DNB (see note 16).

Management believes that the services are provided on arms-length principles and conditions.

Note 23: Salaries and other remuneration to the Board of Directors and executive management

Remuneration paid to Directors in 2015 totaled USD 24 080. Directors did not receive any other remuneration in 2014.

Year ended December 31,Amounts in U.S. Dollars Board membership 2015 2014

Ola Snøve Chairman of the Board - -Gabriella T. Bastiani Director - -Bjørn Flatgård Director 24 080 31 746Total 24 080 31 746

Remuneration paid to the CEO and executive Group managementThe CEO and members of executive management are members of collective pension and insurance plans that cover all employees. The Group uses standard employment contracts; customary terms govern severance pay for the Group CEO and members of executive management in the event of resignation or dismissal. The Group does not offer any share incentive programs for employees. However the Board of Directors has adopted an Executive Management Compensation Program consisting of a short term (“Annual Bonus”) and long term (“Value Creation Bonus”) incentive scheme. The Annual Bonus is up to 50 percent of base salary for the CEO and up to 30 percent of base salary for the other members of the Group management. The Annual Bonus is based on specific bonus criteria for each fiscal year. For 2015, 75 percent of the Annual Bonus is related to

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EBITDA performance for 2015. Maximum payout is reached if actual EBITDA for 2015 reaches 100 percent of the 2015 budget EBITDA. 25 percent of the Annual Bonus is based on the individual performance for each of the CEO and other members of Group Management as determined by the Board of directors and CEO respectively.

The Value Creation Bonus applies to the five year period 2012 – 2016. The payable bonus in cash will depend on the Group’s EBITDA for the year 2016. An EBITDA of minimum USD 34 million for the accounting years 2016 will provide 20 percent of the maximum payout, linearly increasing to 100 percent payout ratio for a consolidated EBITDA of USD 67 million. If the Group reaches the maximum consolidated EBITDA of USD 67 million in an accounting year earlier than 2016, the bonus will be paid the following accounting year. The table below summarizes the minimum and maximum Value Creation Bonus for each of the members in the executive management denominated in NOK.

Name Min % Max %

Min. pre-tax bonus (NOK

million)

Max. pre-tax bonus (NOK

million)

Matts Johansen 20% 100% 4.0 20.0Webjørn Eikrem 20% 100% 4.0 20.0Fredrik Nygaard 20% 100% 3.0 15.0Total 11.0 55.0

The Value Creation Bonus is compensation linked to the financial performance at the end of a five-year period. The eligible executives have all been with the company since the inception of the program. As such, any compen-sation paid out is a retention bonus for the period. If the Group reaches the minimum threshold of USD 34 million, the average bonus paid over the five year period would be NOK 2.2 million per eligible member of the EMT. If the Group reaches the maximum threshold of USD 67 million, the average bonus paid over the five year period would be NOK 11 million per eligible member of the EMT. If the Group does not reach the minimum threshold, the eligible members of the EMT will not receive any bonus compensation. As of 31 December 2015, USD 1.1 million has been accrued on the value creation bonus.

Remuneration paid to other members of Group executive managementMembers of the Group’s executive management team may be dismissed upon three to six months' notice. In the event that the company terminates the employment, members of Group executive management are entitled to three to six months' severance pay after the end of the notice period. Norwegian members of Group executive management are covered by the company's collective service pension plan. The pension is capped at a salary of 12 times the National Social Security base amount (NOK 90 000).

Group management remuneration for the year ended December 31, 2015 and 2014:

Webjørn Eikrem Matts Johansen Fredrik NygaardYear ended December 31, Year ended December 31, Year ended December 31,

Amounts in U.S. Dollars 2015 2014 2015 2014 2015 2014

Fixed salary 185 454 277 745 223 538 283 056 181 966 259 530Variable salary (bonus) 18 163 119 649 19 412 120 507 17 823 98 511Other remuneration 1 997 16 386 1 708 2 487 1 898 2 881Net pension cost 38 700 39 647 9 403 11 069 23 306 21 923Total 244 314 390 093 254 061 385 496 224 993 362 437

Hallvard Muri Per Olav Utby Kristine Hartmann 1

Year ended December 31, Year ended December 31, Year ended December 31,Amounts in U.S. Dollars 2015 2014 2015 2014 2015 2014

Fixed salary 578 937 495 044 192 550 151 355 60 790 -Variable salary (bonus) 715 030 336 744 19 866 14 548 - -Other remuneration 1 429 2 207 712 1 224 737 -Net pension cost 10 362 11 928 9 796 7 061 5 322 -Total 1 305 759 845 923 222 924 174 188 66 849 -

Todd Norton 1 Sigve Nordum 1 Trond Atle Smedsrud 1

Year ended December 31, Year ended December 31, Year ended December 31,Amounts in U.S. Dollars 2015 2014 2015 2014 2015 2014

Fixed salary 106 688 - 67 683 - 44 084 -Variable salary (bonus) - - - - - -Other remuneration - - 825 - 592 -Net pension cost 4 267 - 18 370 - 3 090 -Total 110 955 - 86 878 - 47 765 -

Torbjørn Furuseth 1

Year ended December 31,Amounts in U.S. Dollars 2015 2014

Fixed salary 44 084 -Variable salary (bonus) - -Other remuneration 592 -Net pension cost 3 090 -Total 47 765 -

1 Part of the group executive management from July 1, 2015.

In June 2015 Matts Johansen was appointed CEO of the Group after Hallvard Muri who decided to step down after seven years in the position. When Hallvard Muri resigned as CEO his share of the value creation bonus was settled and he received six months’ severance pay. At the same time, the EMT was extended to include 9 members. In February 2016 it was decided to merge the Offshore and Onshore supply chain departments. In that event, Per Olav Utby resigned his position as Executive Vice President Onshore Supply Chain. The merged department will be led by Webjørn Eikrem.

Aker BioMarine AS annual report 2015

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Share-based paymentOn February 21, 2014 the Executive Management Team (“EMT”) acquired certain shares in the Company from Aker ASA. Each of the EMT members made the investment through each of their fully owned companies.

Name CompanyPrice per

shareNumber of

shares

% of total outstanding

shares

Webjørn Eikrem KSSW AS NOK 23.40 112 935 0.16%Matts Johansen KMMN Invest AS NOK 23.40 112 935 0.16%Fredrik Nygaard FDN Invest AS NOK 23.40 112 935 0.16%

The share purchase and shareholder agreements contain restrictive covenants on sale or other transfers of the shares including a 3 year lock-up period. To compensate for the lock-up period, Aker ASA provided EMT a 20 percent discount. Total outstanding shares in the Company is 69 053 544. The shares are accounted for in accordance with IFRS 2, and as the lock-up period is a non-vesting condition the discount is included in the valuation.

The share-based payment has had no effect on the Group’s Profit or loss, Balance sheet and Equity as of December 31, 2014.

Note 24: Group companies

The consolidated financial statements for the Group in 2015 included the following subsidiaries:

The Group's shareholding

The Group's share of voting Administrative headquarters

in % rights in % Location Country

Aker BioMarine Antarctic AS 100 100 Oslo NorwayAker BioMarine Antarctic S.A. 100 100 Nueva Palmira UruguayAker BioMarine Antarctic US Inc 100 100 Issaquah USAAker BioMarine Antarctic Services AS 100 100 Oslo NorwayAker BioMarine Antarctic Australasia Pty Ltd 100 100 Melbourne AustraliaAker BioMarine Production LLC 100 100 Issaquah USAOdalson S.A. 100 100 Montevideo UruguayAker BioMarine US Holding Inc 100 100 Issaquah USA

The consolidated financial statements for the Group in 2014 included the following subsidiaries:

The Group's shareholding

The Group's share of voting Administrative headquarters

in % rights in % Location Country

Aker BioMarine Antarctic AS 100 100 Oslo NorwayAker BioMarine Antarctic S.A. 100 100 Nueva Palmira UruguayAker BioMarine Antarctic US Inc 100 100 Issaquah USAAker BioMarine Antarctic Services AS 100 100 Oslo NorwayAker BioMarine Antarctic Australasia Pty Ltd 100 100 Melbourne AustraliaAker BioMarine US Holding Inc 100 100 Issaquah USA

Note 25: Events after the balance sheet date

Letter of intent to acquire Aker BioMarine Manufacturing LLC and Aker BioMarine Financing LLCOn February 5, 2016, the directors in the wholly owned subsidiary Aker BioMarine US Holding Inc. signed a letter of intent (hereafter “Side Letter of Agreement”) to acquire Naturex Inc.’s ownership interest in the two joint ventures Aker BioMarine Manufacturing LLC and Aker BioMarine Financing LLC. Attached to the Side Letter of Agreement was a draft Unit Purchase Agreement that will be signed when all relevant parties (such as external lenders) have given their consent to the transaction. The acquisition will secure the Group 100 percent voting rights in the joint ventures and therefore control over the Krill oil facility and the production of Superba™ Krill oil.

The financial effects of this transaction have not been recognized at 31 December 2015. The operating results and assets and liabilities of the joint ventures will be consolidated from the date when Aker BioMarine gain control.The purchase consideration has not been finally agreed when signing the Side Letter of Agreement. Information required by IFRS 3 will be disclosed when the transaction is final. Acquisition related costs incurred up to 31 December 2015 have been recognized as an asset in the Balance sheet and will be expensed in the Profit or loss in the period when the Unit Purchase Agreement is signed.

Patent Dispute with Olympic Holding AS and Related EntitiesOn January 22, 2016, the wholly owned subsidiary Aker BioMarine Antarctic AS filed suit in the District Court of Delaware against Olympic Holding AS and their partners for infringement of U.S. patents 9 028 877 and 9 078 905 covering the Rimfrost Sublime krill oil product and its production method, claiming that the infringement stops and payment of treble damages for all infringing activities.

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AKER BIOMARINE AS

Profit and loss accountfor the year ended December 31

Amounts in thousands of U.S. Dollars Note 2015 2014

Operating revenues 3 1 838 2 173Revenues from Group companies 13 5 102 5 023Salaries and other payroll expenses 4 (3 979) (3 206)Other operating expenses 5 (2 575) (6 284)Operating expenses Group companies 13 (967) (1 122)Operating loss before depreciation, amortization and impairment (581) (3 416)

Depreciation, impairment, and amortization 8 (1 494) (1 817)Operating loss (2 075) (5 233)

Interest income from Group companies 13 3 119 2 552Net foreign exchange gain / loss (-) 2 827 2 756Other interest income and financial income 14 10 1 526Interest and guarantee expenses to Group companies 13 (5 417) (5 921)Other financial expenses 14 (5 097) (5 734)Net financial items (4 558) (4 823)Net loss before tax expense (6 633) (10 056)

Tax expense 7 - -Net loss (6 633) (10 056)

Allocation of loss for the yearLoss for the year (6 633) (10 056)Transferred to/from retained earnings 6 633 10 056Total - -

Aker BioMarine AS annual report 2015

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AKER BIOMARINE AS

Balance sheet as of December 31

Amounts in thousands of U.S. Dollars Note 2015 2014

ASSETSProperty, plant and equipment 8 239 -Intangible assets 8 4 336 5 717Shares in subsidiaries and other companies 9 305 447 305 447Long-term receivables from Group companies 13 30 450 32 950Total non-current assets 340 471 344 114

Accounts receivable and other non-interest-bearing receivables 708 502Current receivables from Group companies 13 1 857 43Cash and cash equivalents 12 584 85Total current assets 3 148 630Total assets 343 619 344 744

Amounts in thousands of U.S. Dollars Note 2015 2014

EQUITY AND LIABILITIESShare capital 6 63 684 63 684Share premium 6 135 644 135 644Total paid-in capital 199 328 199 328Retained earnings 6 (722) 5 911Total equity 198 606 205 239

Interest-bearing loans 10 104 802 104 694Pension liabilities 11 197 506Other long term debt to Group companies and related parties 13 5 849 4 889Total non-current liabilities 110 849 110 089

Current interest bearing debt to related parties 13 21 258 13 495Current debt to related parties 13 386 1 913Accounts payable and other current liabilities 3 417 1 951Bank overdraft 10 9 104 12 057Total current liabilities 34 165 29 416Total liabilities 145 013 139 505Total equity and liabilities 343 619 344 744

Oslo, February 18, 2016The Board of Directors and CEO of Aker BioMarine AS

Ola Snøve Bjørn Flatgård Gabriella Bastiani Frank Grebstad Torill Nielsen Matts JohansenChairman Deputy Chair Director Director,

elected by the employeesDirector,

elected by the employeesCEO

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AKER BIOMARINE AS

Statement of cash flowfor the year ended December 31

Amounts in thousands of U.S. Dollars Note 2015 2014

Net loss before tax expense (6 633) (10 056)Net expensed interest, interest paid and received 13, 14 975 625Depreciation, impairment, and amortization 8 1 494 1 817Unrealized foreign exchange (gain) / loss and other non-cash-generating items (3 101) (2 228)Changes in ordinary operating items (427) 6 394Net cash flow from operating activities (7 692) (3 448)

Payments for fixed and intangible assets 8 (351) (127)Net cash flow from long term receivables 13 2 500 (13 500)Net cash flow from investment activities 2 149 (13 627)

Proceeds, new short-term loans, related parties 13 8 995 15 917Change in bank overdrafts 10 (2 953) 1 108New equity 6 - 135Net cash flow from financing activities 6 042 17 160

Net change in cash and cash equivalents 499 85Effect of changes in foreign exchange rates on cash and cash equivalentsCash and cash equivalents as of January 1 85 -Cash and cash equivalents as of December 31 584 85

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AKER BIOMARINE AS

Notes to the parent company accountsNote 1: Accounting principles

The annual report is prepared and presented according to the Norwegian Accounting Act of 1998 and generally accepted accounting practices in Norway.

Subsidiaries and associated companiesSubsidiaries are valued according to the cost method. Investments are valued at acquisition cost for the shares, unless a write-down has been necessary. Investments are written down to market value if the decline is viewed as not transitory in nature and when deemed necessary according to generally accepted accounting principles. Write-downs are reversed if the basis for the write-down is no longer present.

Associated companies and investments in joint venture are valued according to the equity method in the parent company accounts. The latter Investments are initially valued at acquisition cost for the shares, and subsequently adjusted to reflect the investor's share of the net assets of the associate.

Classification and valuation of balance sheet itemsCurrent assets and short-term liabilities include items that fall due within one year of their acquisition date and items that are associated with the business cycle. Other items are classified as operating assets or long-term liabilities. Current assets are valued at the lower of acquisition cost or market value. Current liabilities are recorded in the balance sheet at face value at the time of the transaction.

Fixed assets are recorded at acquisition cost. Upon a change in value not deemed to be temporary, the affected fixed asset is written down to market value. Long-term liabilities are recorded in the balance sheet at face value at the date they are assumed.

ReceivablesAccounts receivable and other receivables are

recorded in the balance sheet at face value after provision for expected losses. Provisions for losses are made on the basis of individual assessment of receivables.

Functional currency and foreign currencyAker BioMarine AS has U.S. Dollars as functional currency and the financial statements are presented in U.S. Dollars, i.e. the currency which best reflects the primary economic environment in which the entity operates. Foreign-currency-denominated monetary items are valued at the year-end exchange rate.

Short-term investmentsShort-term investments (shares, certificates held as current assets) are valued at market value on the balance sheet date. Dividends and other distributions received are recognized as financial income.

Property, plant and equipment, and intangible assetsOther acquired intangible assets are recognized in the balance sheet at acquisition cost, less any accumulated amortization and impairment losses.

Estimated useful lives for the current and comparative reporting periods are as follows:• Property, plant and equipment 0–5 years• Intangible assets 0–3 years

Revenue recognitionIncome arising from royalties shall be recognized if all the following conditions are satisfied:• It is probable that the economic benefits associated

with the transaction will flow to the company; and• The amount of revenue can be measured reliably.

PensionsPension costs and liabilities are estimated on the basis of straight-line earnings and salary at retirement. Calculations are based on assumptions as to discount

rates, future wage adjustments, pension payments and other Social Security payments, future return on pension assets, and actuarial assumptions as to mortality and voluntary resignation. Pension assets are valued at fair value.

Changes in pension obligations due to changes in pension plans are distributed over the estimated average remaining service period. Changes in pension obligations and pension assets that are attributable to changes in and deviations from assumptions used in preparing estimates (estimate changes) are distributed over the estimated average remaining earnings period if the deviation as of 1 January does not exceed 10 percent of the greater of gross pension liabilities and pension assets. When the accumulated effect of changes in estimates, changes in assumptions and deviations from actuarial assumptions exceed 10 percent of the higher of pension obligations and pension plan assets, the excess amount is recognized over the estimated average remaining service period.

Payments to the company’s contribution-based pension plan are expensed in step with incurred premiums.

TaxesTax expenses in the profit and loss account comprise taxes payable for the period and any change in deferred tax/deferred tax benefit. In 2015 deferred tax is calculated as 25 percent of the temporary differences between accounting and tax values, as well as the tax deficit carryforward at the end of the accounting year (2014: 27 percent). Tax increasing and tax reducing temporary differences that are reversed or can be reversed in the same period, are offset. Net deferred tax benefit is recorded in the balance sheet to the extent it is likely that it will be used.

Cash flow statementThe cash flow statement has been prepared using

Note 1: Accounting principles 63Note 2: Business combination 64Note 3: Operating revenues 64Note 4: Salaries and other payroll expenses 64Note 5: Other operating expenses 64Note 6: Equity 65Note 7: Tax expense and deferred tax 65Note 8: Fixed assets and Intangible assets 66Note 9: Shares in subsidiaries and other

companies 66Note 10: Interest-bearing loans from external

parties 66Note 11: Pension expenses and liabilities 66Note 12: Restricted funds 66Note 13: Transactions with subsidiaries and

related parties 67Note 14: Other financial income and expenses 67Note 15: Events after the balance sheet date 67

Aker BioMarine AS annual report 2015

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the indirect method. Cash and cash equivalents comprise cash, bank deposits, and other short-term liquid placements.

Use of estimatesPreparation of the financial statement in accordance with generally accepted accounting practices requires management to make estimates and assumptions

that affect the reported amounts in the profit and loss statement, the measurement of assets and liabilities, and the disclosure of contingent assets and liabilities on the balance sheet date.

Contingent losses deemed probable and quantifiable are expensed as incurred.

Note 2: Business combination

Aker BioMarine AS was incorporated June 30, 2014 under the name of Superba ASA. On October 22, 2014 the General meeting of the company approved the demerger plan between Old Aker BioMarine AS and Superba ASA, where all krill related assets , the CLA®/Tonalin patent portfolio and all employees was transferred into Superba ASA. The demerger is for accounting purposes based on accounting continuity and with effect from January 1, 2014. Superba ASA changed name and legal form to Aker BioMarine AS in 2015.

Note 3: Operating revenues

Operating revenues in 2015 are distributed as follows:

Amounts in thousands of U.S. Dollars Norway EUNorth

America Total

Royalty revenues - 1 403 435 1 838Total operating revenues - 1 403 435 1 838

Operating revenues in 2014 are distributed as follows:

Amounts in thousands of U.S. Dollars Norway EUNorth

America Total

Royalty revenues - 1 748 426 2 173Total operating revenues - 1 748 426 2 173

Note 4: Salaries and other payroll expenses

Salaries and payroll expenses comprise the following:

Amounts in thousands of U.S. Dollars 2015 2014

Salaries (3 318) (2 538)Other personnel costs (151) (144)Employer's social security contribution (511) (359)Pension expenses 1 (165)Total (3 979) (3 206)

Average number of employees 18 9

Please refer to note 23 in the consolidated financial statements for Aker BioMarine Group for further information on salaries and other remuneration to the executive management group and the Board of Directors.

Note 5: Other operating expenses

Other operating expenses comprise the following:

Amounts in thousands of U.S. Dollars 2015 2014

Professional services (1 686) (5 757)Office rent (226) -License fee CLA®/Tonalin portfolio (217) (213)Travel (179) (66)Other operating expenses (267) (247)Total other operating expenses (2 575) (6 284)

Remuneration paid to auditor included in other operating expenses:

Amounts in thousands of U.S. Dollars 2015 2014

Ordinary auditing services 79 136Other services 46 978Tax advisory - -Total 126 1 114

Costs to auditor are presented excluding VAT.

Aker BioMarine AS annual report 2015

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Note 6: Equity

The company's share capital amounts to NOK 379.786.568 distributed as 69 053 544 shares issued, each with a par value of NOK 5.50. All shares are equal in all respects.

Changes in equity are set forth below:

Amounts in thousands of U.S. DollarsShare

capitalShare

premiumRetained earnings

Total equity

Incorporation June 30 2014 135 - - 135Share capital reduction (135) - - (135)Demerger from Aker BioMarine AS 63 684 135 644 16 287 215 615Actuarial losses - - (320) (320)Loss for the year - - (10 056) (10 056)Equity as of December 31 2014 63 684 135 644 5 911 205 239Loss for the year (6 633) (6 633)Equity as of December 31 2015 63 684 135 644 (722) 198 606

Please refer to note 18 in the consolidated financial statements for Aker BioMarine Group for list of shareholders.

Note 7: Tax expense and deferred tax

Amounts in thousands of U.S. Dollars 2015 2014

Income tax expenseCurrent tax on profits for the year (27%) -Change in deferred tax 6 091 (5 248)Unrecognized change in deferred tax assets (6 091) 5 248Income tax expense -

Tax baseProfit (loss) before tax (6 757) (9 908)Currency translation from USD to NOK - -Tax base (statutory tax purposes) (6 757) (9 908)

Tax base (statutory tax purposes) (6 757) (9 908)Expenses not tax deductible 2 2Interest rate deductability 4 063 6 733Change in deferred tax 944 1 452Tax base (1 747) (1 721)Tax loss carried forward 1 747 1 721Tax base - -

Temporary differences

Amounts in thousands of U.S. Dollars Change 2015 2014

Property, plant and equipment and intangible assets 3 936 5 064Gain and loss accounts 258 383Post employment benefit liabilities (197) (506)Net deferred tax assets 944 3 997 4 941Tax losses carried forward (132 347) (103 497)Interest rate deductability carry forward (9 727) (6 733)Basis for deferred tax asset 32 788 (138 077) (105 289)Deferred tax asset (2015: 25%) 6 091 (34 519) (28 428)Unrecognized deferred tax assets 34 519 28 428

Aker BioMarine AS annual report 2015

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Note 8: Fixed assets and Intangible assets

Amounts in thousands of U.S. DollarsFurnitures & fixtures Development

License agreements Total

Acquisition cost as of January 1, 2015 - 3 396 17 682 21 078Investments 254 96 - 351Acquistion cost as of December 31, 2015 254 3 493 17 682 21 429

Accumulated amortization and impairment as of January 1, 2015 (2 676) (12 685) (15 361)Amortization for the year (16) (202) (1 276) (1 494)Accumulated amortization and impairment as of December 31, 2015 (16) (2 878) (13 960) (16 854)

Book value as of December 31, 2015 239 615 3 721 4 575

Amounts in thousands of U.S. Dollars DevelopmentLicense

agreements Total

Acquisition cost as of January 1, 2014 - - -Additions through demerger from Aker BioMarine AS 3 265 17 682 20 947Investments 131 - 131Acquistion cost as of December 31, 2014 3 396 17 682 21 078

Accumulated amortization and impairment as of January 1, 2014 - - -Accumulated depreciation on intangible assets transferred in demerger (2 158) (11 409) (13 566)Amortization for the year (518) (1 276) (1 794)Accumulated amortization and impairment as of December 31, 2014 (2 676) (12 685) (15 361)

Book value as of December 31, 2014 720 4 997 5 717

The company’s intangible assets mainly comprise of the CLA®/Tonalin patent portfolio and the related royalty agreements, which terminates in 2018. All intangible assets are amortized using the straight-line method, and will be fully amortized at year-end 2018.

Furniture and fixtures capitalized in 2015 comprise furniture and IT-equipment acquired when moving office address to Lysaker, Norway. All fixed assets are depreciated using the straight-line method, and have estimated useful life of 5 years.

Note 9: Shares in subsidiaries and other companies

Shares in subsidiaries and other companies comprised the following as of 31 December 2015:

Amounts in thousands of U.S. DollarsOwnership

in % 1 HeadquarterEquity as of

December 31, 2015Profit/loss before tax

Book value December 31, 2015

Aker BioMarine Antarctic AS 40 Oslo, Norge 129 456 10 972 305 447

1 Share of ownership equals share of voting rights.

Shares in subsidiaries and other companies comprised the following as of 31 December 2014:

Amounts in thousands of U.S. DollarsOwnership

in % 1 HeadquarterEquity as of

December 31, 2014Profit/loss before tax

Book value December 31, 2014

Aker BioMarine Antarctic AS 100 Oslo, Norge 117 150 (14 027) 305 447

1 Share of ownership equals share of voting rights.

Note 10: Interest-bearing loans from external parties

Amounts in thousands of U.S. Dollars 2015 2014

Non-current liabilitiesLoan from DNB ASA 104 802 104 694

Current liabilitiesWorking capital facility from DNB ASA 9 104 12 057Total interest-bearing current liabilities 113 906 116 751

For further details on the interest-bearing loans from DNB ASA, please refer to note 15 in the consolidated financial statements for Aker BioMarine Group.

Note 11: Pension expenses and liabilities

Pension expenses and liabilities relating to the defined-benefit plan are discussed in note 4 to the consolidated financial statements for Aker BioMarine Group. The company complies with all requirements for coverage by a collective pension plan, and all relevant laws and regulations.

Pension costs associated with contribution-based pension plans amounted to USD 90 000 in 2015 (2014: USD 105 000).

Note 12: Restricted funds

The company has USD 584 thousand in restricted funds associated with employee tax withholdings as of December 31, 2015 (2014: USD 85 thousand).

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Note 13: Transactions with subsidiaries and related parties

In 2015 and at year-end 2015, Aker BioMarine AS recognized the following transactions in the statement of profit and loss and the balance sheet with other Group companies and related parties:

Amounts in thousands of U.S. Dollars Aker ASA

Aker BioMarine

Antarctic AS

Aker BioMarine

Antarctic US Inc

Aker BioMarine Antarctic

Australasia Pty Ltd

Aker BioMarine

US Holding inc

Executive management Total

Transactions recorded in profit and lossManagement fee (484) 5 047 37 12 6 - 4 618Office rent (483) - - - - - (483)Accrual for value creation bonus - - - - - - -Interest income - 3 119 - - - - 3 119Interest expenses (1 162) - - - - - (1 162)Guarantee fee (1 877) (2 379) - - - - (4 256)

Transactions recognized in balance sheet at year-endLong-term interest bearing receivable - 30 450 - - - - 30 450Accrual for value creation bonus - - - - - 1 220 1 220Current recivables - 1 829 18 6 3 - 1 857Accrued guarantee fees, long-term 4 629 - - - - - 4 629Short-term interest bearing debt 21 258 - - - - - 21 258Current liabilities 361 25 - - - - 386

In 2014 and at year-end 2014, Aker BioMarine AS recognized the following transactions in the statement of profit and loss and the balance sheet with other Group companies and related parties:

Amounts in thousands of U.S. Dollars Aker ASA

Aker BioMarine

Antarctic AS

Aker BioMarine

Antarctic US Inc

Aker BioMarine Antarctic

Australasia Pty Ltd

Aker Pharma Holding AS

Executive management Total

Transactions recorded in profit and lossManagement fee (424) 4 984 26 13 - - 4 599Office rent (699) - - - - - (699)Accrual for value creation bonus - - - - - - -Interest income - 2 552 - - - - 2 552Interest expenses (478) - - - - - (478)Guarantee fee (2 412) (3 031) - - - - (5 443)

Transactions recognized in balance sheet at year-endLong-term interest bearing receivable - 32 950 - - - - 32 950Accrual for value creation bonus - - - - - 1 444 1 444Current recivables - - 30 7 6 - 43Accrued guarantee fees, long-term 3 445 - - - - - 3 445Short-term interest bearing debt 13 495 - - - - - 13 495Current liabilities 717 1 195 - - - - 1 913

Note 14: Other financial income and expenses

Other interest- and financial income

Amounts in thousands of U.S. Dollars 2015 2014

Interest income, bank 10 24Gain on receivable - 1 502Other financial income - -Total 10 1 526

Other financial expenses

Amounts in thousands of U.S. Dollars 2015 2014

Interest expenses (5 033) (5 181)Other financial expenses (64) (553)Total (5 097) (5 734)

Note 15: Events after the balance sheet date

No material events that affect the financial statements have occurred after the balance sheet date other than those presented in note 25 to the consolidated financial statements of the Aker BioMarine Group.

Aker BioMarine AS annual report 2015

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Directors’ responsibility statement | Consolidated financial statement | Parent company accounts | Auditor's report

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“We are thoroughly committed to responsible management of the Antarctic Krill biomass — for the wellbeing of our oceans and planet and to ensure the future of our business.”

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Contact informationAker BioMarine ASOksenøyveien 10P.O. Box 496NO-1327, LysakerNorwayTel: + 47 24 13 00 00Fax: + 47 24 13 01 10

[email protected]

Aker BioMarine Antarctic ASOksenøyveien 10P.O. Box 496NO-1327, LysakerNorwayTel: + 47 24 13 00 00Fax: + 47 24 13 01 10

Aker BioMarine Antarctic US410 Newport Way NWIssaquah, WA 98027United StatesTel: +1 206 855 6736

Odalson S.A.Rincon 467 Piso 5 Esc. AMontevideoUruguayTel.: +598 2916 22 79

Aker BioMarine Antarctic Australasia Pty Ltd315/838 Collins Street,Docklands VIC 3008AustraliaTel: +61 3 9999 1112Mob +61 404 141111

Aker BioMarine Antarctic AS Shanghai Representative OfficeRoom 1008, Kerry Parkside, 1155 Fang Dian Road, PudongShanghai 201204P.R. ChinaTel: +86 (0)21 6035 6300

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