NOT FOR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA, JAPAN OR OTHER RESTRICTED TERRITORIES OFFER DOCUMENT

Transcription

1 NOT FOR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA, JAPAN OR OTHER RESTRICTED TERRITORIES OFFER DOCUMENT Voluntary offer to acquire the outstanding Shares in Copeinca ASA made by Grand Success Investment (Singapore) Private Limited Offer Price: NOK in cash per Share in Copeinca ASA Acceptance Period: From and including 14 March 2013 to and including 15 April 2013 at 21:00 (CET) (subject to extension) THE OFFER IS NOT BEING MADE AND DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION OR TO ANY PERSON WHERE THE MAKING OR ACCEPTANCE OF THE OFFER OR SOLICITATION WOULD BE SUBJECT TO RESTRICTIONS OR IN VIOLATION OF THE LAWS OR REGULATIONS OF SUCH JURISDICTION. OTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICES UNDER "IMPORTANT INFORMATION" ON PAGE 2, SECTIONS 3.5 ("PROCEDURES FOR ACCEPTING THE OFFER") AND 3.16 ("RESTRICTIONS") FOR MORE INFORMATION ON THESE RESTRICTIONS. Financial Advisers: Skandinaviska Enskilda Banken AB (publ) Oslo Branch Rothschild Nordic AB Norwegian Receiving Agent: Skandinaviska Enskilda Banken AB (publ) Oslo Branch Peruvian Receiving Agent: Credibolsa Sociedad Agente de Bolsa S.A. 13 March 2013

2 IMPORTANT INFORMATION This offer document (the Offer Document ) has been prepared by Grand Success Investment (Singapore) Private Limited (the Offeror ) in order to document the terms, conditions and limitations of its voluntary tender offer (the Offer ) to acquire all outstanding shares at the date of this Offer Document (the Shares ) in Copeinca ASA (the Company or Copeinca, and together with its subsidiaries the Group or the Copeinca Group ) pursuant to section 6-19 of the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the Securities Trading Act ) at an offer price per Share of Norwegian Kroner ("NOK") (the Offer Price ). Due to Peruvian settlement standards, tendering holders of Peruvian Securities (as defined below) will receive settlement of the Offer Price in United States Dollars ("USD"), based on the applicable NOK/USD exchange rate on the date the Offeror issues a confirmation in accordance with section 3.13 ("Notices") that all the conditions for completion of the Offer have been met or waived in accordance with section 3.3 ("Conditions for completion of the Offer"), as described in section 3.14 ("Settlement"). The Shares of the Company are primary listed on Oslo Børs, and secondary listed on the Lima Stock Exchange. According to information publicly available in Peru, the securities listed in Lima (the "Peruvian Securities") are shares of the Company that have been registered with the Superintendencia del Mercado de Valores ("SMV"), have the same International Securities Identification Number (ISIN) as the Company's Shares, are admitted for trading on the Lima Stock Exchange and may be held through CAVALI S.A. ICLV (the central securities depositary of Peru, "CAVALI"). However, according to information published by the Company through the electronic information system of Oslo Børs ( the secondary listing of the Peruvian Securities has been facilitated by entering into a depositary arrangement with JP Morgan Chase & Co (the "Registrar") for the issuance of depositary receipts which represent Shares. To the extent that the Peruvian Securities are depositary receipts, they are independent securities and evidence beneficial ownership to the underlying Shares they represent. The Offer comprises both Shares and Peruvian Securities, provided, however, that to the extent the Peruvian Securities constitute depositary receipts, the acceptance of the Offer with respect to one or more Peruvian Securities will render the corresponding underlying Share(s) held by the Registrar ineligible for tender in the Offer, and vice versa. The Offer can be accepted in the period from and including 14 March 2013 to and including 15 April 2013 at 21:00 (CET) / 15:00 (PET) (subject to extension) (the Acceptance Period ). In the event that the conditions for closing of the Offer have not been met or waived by 21:00 (CET) / 15:00 (PET) on 21 June 2013 (the Drop-dead Date ), the Offer will not be completed and tendering holders of Shares or Peruvian Securities will be released from their acceptances of the Offer. If the Acceptance Period is extended, the Drop-dead Date will be extended accordingly, and the latest possible Drop-dead Date will be on 21:00 (CET) / 15:00 (PET) on 1 August In respect of the Shares, this Offer Document and the Offer have been reviewed and approved by Oslo Børs ASA ("Oslo Børs") in its capacity as the take-over authority of Norway pursuant to section 6-14 of the Securities Trading Act. In respect of the Peruvian Securities, a Spanish version of this Offer Document has been filed with the SMV in its capacity as the take-over authority of Peru pursuant to CONASEV Resolution No EF The Offer is made to all shareholders of the Company and holders of Peruvian Securities who can legally receive this Offer Document and accept the Offer. With the exception of the Offeror, no person is entitled or authorised to provide any information or make any representations in connection with the Offer other than the information included in this Offer Document. If such information or representation is provided or made by any party other than the Offeror, such information or representation, as the case may be, should not be relied upon as having been provided or made by or on behalf of the Offeror. 1

3 Shareholders of the Company and holders of Peruvian Securities must rely upon their own examination of this Offer Document. Each should study this Offer Document carefully in order to be able to make an informed and balanced assessment of the Offer and the information that is discussed and described herein. Such holders should not construe the contents of this Offer Document as legal, tax or accounting advice, or as information necessarily applicable to each holder. Each holder of Shares or Peruvian Securities is urged to seek independent advice of its own financial and legal advisers prior to making a decision to accept the Offer. Information on Copeinca in this Offer Document is based solely on the Company`s public accounts and other material in the public domain. The Offeror disclaims any responsibility and liability for the accuracy or completeness of the Offer Document in terms of the information on Copeinca. This Offer Document has been prepared in the English language, as well as in a Spanish version for submission to the SMV in connection with the offer to acquire Peruvian Securities. The English version is the legally binding version and shall prevail in case of any discrepancies between the English and the Spanish version. Rothschild Nordic AB and Skandinaviska Enskilda Banken AB (publ) Oslo Branch are acting as financial advisers (the Financial Advisers ) to the Offeror, Skandinaviska Enskilda Banken AB (publ) Oslo Branch is acting as Norwegian receiving agent (the Norwegian Receiving Agent ), and Credibolsa Sociedad Agente de Bolsa S.A. is acting as Peruvian receiving agent (the "Peruvian Receiving Agent", and together with the Norwegian Receiving Agent, the "Receiving Agents") in connection with the Offer. Neither the Financial Advisers nor the Receiving Agents are acting on behalf of any other party in connection with the Offer and will not be responsible to any party other than the Offeror for providing the protections normally granted to their customers or advice in relation to the Offer. The Offer is not made to persons present or resident in, with registered or mailing addresses in, or who are citizens of, Canada, Australia, Japan or any other Restricted Territories (as defined in section 3.16 ("Restrictions")), and this Offer Document, its contents and any other material or information regarding the Offer must not be mailed, communicated or otherwise distributed in or into those Restricted Territories by any person, all as set out in more detail under section 3.5 ("Procedures for accepting the Offer") and section 3.16 ("Restrictions"). Persons who receive this Offer Document must comply with these restrictions. Failure to do so may constitute a violation of law. This Offer Document does not constitute an offer to buy, or the solicitation of an offer to sell, any securities other than the securities to which it relates or an offer to buy or the solicitation of an offer to sell such securities by any person in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. NOTICE TO SHAREHOLDERS IN THE UNITED STATES U.S. shareholders are advised that neither the Shares nor the Peruvian Securities are listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. See further section

4 TABLE OF CONTENTS 1. STATEMENT REGARDING THE OFFER DOCUMENT BACKGROUND FOR THE OFFER TERMS AND CONDITIONS OF THE OFFER ADDITIONAL INFORMATION ON THE OFFER INFORMATION ON COPEINCA INFORMATION ON CFGL TAXATION APPENDICES APPENDIX A: APPENDIX B: ACCEPTANCE FORM SHARES ACCEPTANCE FORM PERUVIAN SECURITIES This Offer Document has been prepared in the English language, as well as in a Spanish version for submission to the SMV in relation to the offer to acquire the Peruvian Securities. The English version is the legally binding version and shall prevail in case of any discrepancies between the English and the Spanish version. 3

5 1. STATEMENT REGARDING THE OFFER DOCUMENT This Offer Document has been prepared by the Offeror in accordance with the Norwegian Securities Trading Act to provide the shareholders of the Company with a basis for evaluating the Offer by the Offeror to acquire the Shares and the Peruvian Securities presented herein. The Offeror undertakes no responsibility for the correctness or completeness of information regarding the Company set out herein, which has exclusively been derived from public sources. 13 March 2013 Grand Success Investment (Singapore) Private Limited 4

6 2. BACKGROUND FOR THE OFFER 2.1 General On 12 March 2013, the Offeror agreed to purchase 5,773,000 Shares from Ocean Harvest S.L. for a cash consideration equal to the Offer Price. The acquired Shares represents approximately 9.9% of the outstanding shares and votes in the Company as of the date hereof. Settlement is expected to take place on or about 19 March Under the agreement with Ocean Harvest S.L., the Offeror has agreed to vote in favour of the Company's proposed dividend distribution of NOK 3.56 per share currently scheduled to be resolved in April Such dividends shall belong to Ocean Harvest S.L. Other than this, the Offeror and the CFGL Group does not, as of the date of this Offer Document, own any Shares or Peruvian Securities in the Company, nor has any of them previously acquired or paid for, or agreed to acquire or pay for, Shares or Peruvian Securities in the Company other than pre-acceptances of the Offer and option to acquire Shares as described in section 3.9 ( Pre-acceptances and options ) below. No other rights to Shares, Peruvian Securities, convertible loans (as set out in section 11-1 of the Norwegian Public Limited Companies Act of 13 June 1997 no. 45 (the Companies Act )) or any other financial instruments that give the right to acquire Shares in the Company other than pre-acceptances of the Offer and option to acquire Shares as described in section 3.9 ( Pre-acceptances and options ) below are held by the Offeror or any related party or close associate of the Offeror (as defined in section 2-5 of the Securities Trading Act). The Offeror is offering to acquire all Shares and Peruvian Securities in Copeinca outstanding at the date of this Offer Document on the terms and subject to the conditions and limitations set out in this Offer Document (including the limitations set out under section 3.5 ("Procedures for accepting the Offer") and section 3.16 ("Restrictions"). The Offeror is offering to pay NOK in cash for each Share in the Company (par value NOK 5.00 per Share) or Peruvian Security(-ies) representing one Share in the Company, which are tendered in the Offer. The Offer Price represents a premium of 29.4% over the volume weighted average price of the Shares for the three month period which ended on 25 February 2013, a premium of 21.6% over the closing price of the Shares on 25 February 2013 and a premium of 29.3% over the volume weighted average price of the Shares for the one week period which ended on 22 February The graph below shows the development in trading price (closing price) and traded volume for the Shares on Oslo Børs in the period from 25 February 2012 to 25 February 2013 not adjusted for dividends and changes in capital: 5

7 Table 2.1: Trading Price and Volume Graph for Copeinca ASA Source: Bloomberg L.P. (unadjusted for dividends and changes in capital) 2.2 The Offeror The Offer is made by Grand Success Investment (Singapore) Private Limited, a limited liability company incorporated and existing under the laws of Singapore with company number H under the certificate confirming incorporation of the company, and registered address at 50 Raffles Place, #17-01 Singapore Land Tower, Singapore The Offeror is indirectly 100 % owned by China Fishery Group Limited ("CFGL", and together with its subsidiaries the "CFGL Group"). For further information on CFGL, please see section 6 ( Information on CFGL ) below. 6

8 2.3 Copeinca Copeinca ASA is a public limited liability company incorporated and existing under the laws of Norway with registration number and registered business address at Haakon VII gate 10, 0106 Oslo, Norway. In Peru, the Company has a registered business address at Calle Francisco Grana 155, Urbanizacion Santa Catalina, La Victoria, Lima, Peru. The Company has a primary listing on Oslo Børs with ticker code COP. The Company also has a secondary listing on the Lima Stock Exchange. The Company has a registered share capital of NOK 292,500,000, divided into 58,500,000 Shares, each with a par value of NOK In addition, based on the Company's annual report for 2012, as of 31 December 2012, the Company had 274,400 outstanding options, of which 239,400 options were exercisable for new shares in the Company. The Company s Shares provide equal rights to vote and other privileges in the Company in accordance with the Companies Act. The Shares are registered in the VPS with International Securities Identification Number (ISIN) NO The Shares of the Company are primary listed on Oslo Børs, and secondary listed on the Lima Stock Exchange. According to information publicly available in Peru, the Peruvian Securities are shares of the Company that have been registered with the SMV, have the same International Securities Identification Number (ISIN) as the Company's Shares, are admitted for trading on the Lima Stock Exchange and may be held through CAVALI. However, according to information published by the Company through the electronic information system of Oslo Børs ( the secondary listing of the Peruvian Securities has been facilitated by entering into a depositary arrangement with JP Morgan Chase & Co as Registrar for the issuance of depositary receipts which represent Shares. To the extent that the Peruvian Securities are depositary receipts, they are independent securities and evidence beneficial ownership to the underlying Shares they represent. The Offer comprises both Shares and Peruvian Securities, provided, however, that to the extent the Peruvian Securities constitute depositary receipts, the acceptance of the Offer with respect to one or more Peruvian Securities will render the corresponding underlying Share(s) held by the Registrar ineligible for tender in the Offer, and vice versa. Copeinca is a global fishing group, involved in the extraction of several hydro-biological species and the subsequent transformation of such species into fishmeal and fish oil, for direct or indirect human consumption. The Company's main export countries include China, Germany, Japan, Vietnam, Turkey and South Korea, among others. For further information on Copeinca see section 5 ( Information on Copeinca ) below. 7

9 3. TERMS AND CONDITIONS OF THE OFFER 3.1 Offer Price The Offer comprises all registered and outstanding Shares and Peruvian Securities at the date of this Offer Document. Shares or Peruvian Securities issued after such date are not comprised by the Offer. Holders of Shares or Peruvian Securities who accept the Offer will receive NOK per Share or Peruvian Security(-ies) representing one Share tendered in the Offer (the "Offer Price"). Due to Peruvian settlement standards, tendering holders of Peruvian Securities will receive settlement in USD, based on the applicable NOK/USD exchange rate published by Norges Bank on the date the Offeror issues a confirmation in accordance with section 3.13 ("Notices") that all the conditions for completion of the Offer have been met or waived in accordance with section 3.3 ("Conditions for completion of the Offer"), as described in section 3.14 ("Settlement"). The Offer Price will be paid in cash according to the terms set out in this Offer Document. The Offer values the Company at approximately NOK 3,150,225,000 (approximately USD 552 million as of the date of this Offer Document). If the Offeror acquires Shares, Peruvian Securities or rights to acquire such Shares or Peruvian Securities (in the open market or in privately negotiated transactions or otherwise) at a consideration higher than the Offer Price before the later of (i) the expiry of the Acceptance Period for the Offer and (ii) the expiry of the acceptance period in a mandatory offer (if a mandatory offer will be required following completion of the Offer), or if the offer price in a subsequent mandatory offer is increased above the Offer Price by the Offeror, then all shareholders who have accepted the Offer for either Shares or Peruvian Securities shall be compensated accordingly through payment in cash of the surplus amount. Any non-cash element in such higher consideration shall be valued and converted into cash for the purpose of determining the increase of the Offer Price. For the avoidance of doubt, the foregoing will not apply to any increase in price in a compulsory acquisition (No: tvangsinnløsning). If the Company should decide to (i) change the Company's share capital, the number of Shares issued (including, without limitation, as a result of existing or new share options or similar rights to acquire Shares being exercised) or the par value of the Shares, (ii) resolve to distribute dividend or other distributions to the Company's shareholders (other than as stated below), (iii) issue instruments which give the right to require Shares to be issued, or (iv) announce that the Company has decided on any such measures, the Offeror may adjust the Offer Price and/or other terms and conditions of the Offer to compensate for the economic effects of such decisions. If such adjustment is made, acceptances of the Offer received prior to the adjustments shall be deemed an acceptance of the Offer as revised. Notwithstanding the preceding sentences, the Offer Price is not subject to any adjustment as a result of the Company's proposed dividend distribution of NOK 3.56 per Share, currently scheduled to be resolved in April Such dividend shall belong to the holders of Shares or Peruvian Securities who accept the Offer. No interest or other compensation other than the Offer Price will be paid by the Offeror to tendering shareholders for Shares or Peruvian Securities tendered. Further, no interest or 8

10 other compensation will be paid by the Offeror to tendering shareholders in the event the Offer is not completed. 3.2 Acceptance Period The Offer can be accepted from and including 14 March 2013 to and including 15 April 2013 at 21:00 (CET) / 15:00 (PET). Subject to approval by Oslo Børs, the Offeror may in its sole discretion extend the Acceptance Period (one or more times) so that the aggregate Acceptance Period amounts up to a total of ten weeks (in which case the Acceptance Period would end at the latest on 23 May 2013 at 21:00 (CET) / 15:00 (PET)). Any extension of the Acceptance Period will be announced in the manner described in section 3.13 ( Notices ) below before expiry of the prevailing Acceptance Period. When referring to the Acceptance Period in this Offer Document, this refers to the Acceptance Period as extended from time to time. The Offeror will, after expiry of the Acceptance Period, issue a notification about the level of acceptances in the Offer. 3.3 Conditions for completion of the Offer Completion of the Offer is subject to the satisfaction or waiver by the Offeror (acting in its sole discretion) of the following conditions: (a) Valid acceptances having been rendered and remaining valid and binding, and not being subject to any third-party consents in respect of pledges or other rights, in respect of a number of Shares which (together with any Shares held by the Offeror) is not less than per cent of the Shares and votes in the Company on a Fully Diluted basis. For this purpose, "Fully Diluted" shall mean all issued Shares in the Company together with all shares which the Company would be required to issue if all rights to subscribe for or otherwise require the Company to issue additional shares, under any agreement or instrument, existing at or prior to completion of the Offer, were exercised. As the approval sought from the shareholders of CFGL in connection with the Offer (see the condition in item (g) below and section 4.6 ("Shareholders' approval")) is for the acquisition by the Offeror of between 50.01% and 100% (both numbers inclusive) of the Shares in the Company, this condition (a) cannot be waived absent an amended approval from the shareholders of CFGL. (b) The receipt of all applicable competition and antitrust approvals, if required, and no antitrust regulator or body shall have instituted any action or proceeding that would or might: (i) make the Offer void or illegal; (ii) require, prevent or delay the divesture by any of the CFGL Group and the Copeinca Group on a consolidated basis after the completion of the Offer (the "Enlarged Group") or their respective subsidiaries of all or part of their business or impose any limitation on their ability to conduct their business; or (iii) impose any limitation on the ability of any of the Enlarged Group, Copeinca Group or their respective subsidiaries to conduct, integrate or coordinate their business. Based on a review of publicly available information on the Copeinca Group, the Offeror has as of the date of this Offer Document not concluded that there are 9

11 competition or antitrust approvals required for completion of the Offer. However, this is being analysed further and it cannot be excluded that filings for competition or antitrust approvals will be required or advisable in one or more jurisdictions. The Offeror expects to be able to complete its analysis once further information on the Copeinca Group is made available. To the extent any such approvals are required and will impact on the expected time line for completion of the Offer, this will be notified in accordance with section 3.13 ("Notices") below. Further, the Offeror has no reason to believe that any antitrust regulator or body will institute any action outlined in (i) (iii) above as a result of the Offer. (c) (d) (e) (f) That all authorisations, consents, clearances and approvals (other than those mentioned in item (b) above) necessary for completion of the Offer from relevant governmental authorities have been obtained and such authorisations, consents, clearances and approvals being unconditional and remaining in full force and effect as at the date of satisfaction of the last of the Offer conditions. At the date of this Offer Document, the Offeror is not aware of any such authorisations, consents, clearances or approvals being necessary. That no event has occurred, or could occur as a result of the Offeror obtaining a controlling interest in the Company, which has or can reasonably be expected to have a Material Adverse Effect on the business, operations, property, prospects or condition (financial or otherwise) of the Copeinca Group, taken as a whole. An event shall be considered as having a "Material Adverse Effect" if it materially and adversely affects the assets, earnings or solvency of the Copeinca Group taken as a whole, provided however that the effects of the following events shall not be deemed to have a Material Adverse Effect: (i) any event which has not affected the Copeinca Group taken as a whole disproportionately relative to other similar businesses in the industry in which the Copeinca Group operates; (ii) any event or fact which is known or should reasonably have been known to the Offeror; and (iii) any event or fact which should be reasonably foreseen by the Offeror to have a Material Adverse Effect at the commencement of the Offer. That the business of the Copeinca Group, in the period until settlement of the Offer, has in all material respects been conducted in the ordinary course and in accordance with applicable laws, regulations and decisions of any governmental body. That neither the Company nor any of its subsidiaries shall, until the settlement of the Offer, have decided or made public its intention to: (i) undertake any material acquisitions or material disposals (including by way of sale of shares in a subsidiary) or enter into binding agreements for such acquisitions or disposals; (ii) enter into any contracts or agree to amend any existing contracts which will materially change the business of the Copeinca Group taken as a whole; (iii) make or agree to any material change of the terms of employment of any member of senior management which would cause the terms of employment of such employee to deviate materially from customary terms of employment of management of comparable companies; (iv) make any proposal or pass any resolution to (a) change its share capital or number of Shares, (b) make any distribution to its shareholders other than lawful distributions of dividends, or (c) issue any financial instrument giving a right to subscribe for Shares; or (v) enter into any contracts which are outside normal commercial terms at the time when they are entered into. 10

12 (g) (h) That the shareholders of CFGL duly approve, in a general meeting of shareholders, an increase of authorised share capital of CFGL, the Rights Issue (as defined in section 4.7(b)), the Offer and the acquisition of the Shares; that the shareholders of CFGL's parent company Pacific Andes Resources Development Limited ("PARD") duly approve, in a general meeting of shareholders, PARD's participation in the Rights Issue (as defined in section 4.7(b)); and that the shareholders of CFGL's ultimate parent company Pacific Andes International Holdings Limited ("PAIH") duly approve, in a general meeting of shareholders, the Offer and the acquisition of the Shares. Shareholders holding over 50% of the voting rights in PAIH, PARD and CFGL, respectively, have provided irrevocable undertakings that they will vote for approval of the aforesaid matters in the respective general meetings. See further section 4.6 ("Shareholders' approval"). That all conditions precedent set out in the Facility Agreement (as defined in section 4.7(a)) and the Underwriting Agreement (as defined in section 4.7(b)) have been met or waived. See further section 4.7 ("Financing of the Offer") for a summary of the key conditions precedent under the Facility Agreement and the Underwriting Agreement. As soon as each condition above has been met, waived or failed to be met, the Offeror will issue a notification to that effect in accordance with the procedures set out in section 3.13 ( Notices ). 3.4 Drop-dead Date The Offeror expects that the conditions for completion of the Offer will be met or waived, as applicable, no later than 19 April 2013; however, there is no assurance of this or that the conditions will at all be met or waived, as applicable. In the event that the conditions for closing of the Offer have not been met or waived by 21:00 (CET) / 15:00 (PET) on 21 June 2013 (the "Drop-dead Date"), the Offer will not be completed and shareholders who have tendered their Shares or Peruvian Securities will be released from their acceptances of the Offer. If the Acceptance Period is extended, the Drop-dead Date shall be deemed to be extended accordingly, and the latest possible Drop-dead Date will be 21:00 (CET) / 15:00 (PET) on 1 August Procedures for accepting the Offer Shares Shareholders, other than shareholders present or resident in, with registered or mailing addresses in, or who are citizens of, a Restricted Territory (as defined in section 3.16 ( Restrictions ), who wish to accept the Offer for their Shares must complete and sign the acceptance form enclosed as Appendix A to this Offer Document (the Norwegian Acceptance Form ) and return it to the Norwegian Receiving Agent before the expiration of the Acceptance Period on 15 April 2013 at 21:00 (CET) (or such time that the Acceptance Period may be extended to). The Norwegian Acceptance Form can be submitted by fax, hand delivery or mail, but may not be submitted by . As the Norwegian Acceptance Form must be received by the Norwegian Receiving Agent before 15 April 2013 at 21:00 (CET) (or such time that the Acceptance Period may be extended to), it is not sufficient to mail the Norwegian Acceptance Form on 15 April

13 An acceptance of the Offer will, in addition to the Shares the shareholder has registered on the VPS account stated in the Norwegian Acceptance Form, cover all Shares the shareholder holds or acquires and that are registered on the VPS account stated in the Norwegian Acceptance Form before the VPS account is debited. Shareholders who own Shares registered on more than one VPS account must submit a separate Norwegian Acceptance Form for each account. The correctly completed and signed Norwegian Acceptance Form shall be sent by fax, delivered by hand or sent by mail to the Norwegian Receiving Agent at the following address: Skandinaviska Enskilda Banken AB (publ) Oslo Branch Filipstad Brygge 1 P.O. Box 1843 Vika NO-0123 Oslo Norway Telephone: Telefax: Any Norwegian Acceptance Form that is incorrectly completed or that is received after the expiration of the Acceptance Period may be rejected without further notice. Subject to compliance with the requirements for equal treatment of shareholders in section 6-10 (9) of the Securities Trading Act, the Offeror reserves the right to approve acceptances that are not correctly completed and/or received after the expiration of the Acceptance Period. Shareholders who own Shares registered in the name of brokers, banks, investment companies or other nominees, must contact such persons to accept the Offer. Acceptance of the Offer for Shares registered in the name of an investment manager must be done by the manager on behalf of the shareholder. All Shares tendered in the Offer are to be transferred free of any encumbrances and any other third-party rights whatsoever and with all shareholder rights attached to them. Any third-party with registered encumbrances or other third-party rights over the relevant VPS account(s) must sign the Norwegian Acceptance Form and thereby waive its rights in the Shares sold in the Offer and approve the transfer of the Shares to the Offeror free and clear of any such encumbrances and any other third-party rights. Acceptances will be treated as valid only if any such rights holder has consented in signing on the Norwegian Acceptance Form for the sale and transfer of the Shares free of encumbrances to the Offeror. No confirmation of receipt of Norwegian Acceptance Forms or other documents will be made on behalf of the Offeror. All notifications, documents and remittance that shall be delivered by or sent to or from the shareholders who accept the Offer (or their representatives) will be sent to or delivered by them at their own risk. By delivering a duly executed Norwegian Acceptance Form, shareholders authorise the Norwegian Receiving Agent to debit such accepting shareholder s VPS account, and to transfer his/her/its Shares to the Offeror against payment of the Offer Price of NOK per Share upon completion of the Offer. Upon expiration of the Acceptance 12

14 Period, the acceptance of the Offer becomes irrevocable and may not be withdrawn, in whole or in part. In accordance with the Securities Trading Act, the Norwegian Receiving Agent must categorise all new customers in one of three customer categories. All shareholders delivering the Norwegian Acceptance Form and who are not existing clients of the Norwegian Receiving Agent will be categorised as non-professional clients. For further information about the categorisation, the shareholder may contact the Norwegian Receiving Agent. The Norwegian Receiving Agent will treat the delivery of the Norwegian Acceptance Form as an execution only instruction from the shareholder to sell his/her/its shares under the Offer, since the Norwegian Receiving Agent is not in the position to determine whether the acceptance and selling of Shares is suitable or not for the shareholder. The Offer is not being made to persons present or resident in, with registered or mailing addresses in, or who are citizens of, the Restricted Territories (as defined in section 3.16 ("Restrictions"). Persons in the Restricted Territories are being excluded from the Offer in order to avoid triggering the application of local laws relating to the implementation of the Offer. See the information under Section 3.16 ( Restrictions ) regarding restrictions applicable to persons present or resident in, with registered or mailing addresses in, or who are citizens of, the Restricted Territories Peruvian Securities Holders of Peruvian Securities who hold such Peruvian Securities through the Peruvian Receiving Agent, other than holders present or resident in, with registered or mailing addresses in, or who are citizens of, a Restricted Territory (as defined in section 3.16 ( Restrictions ), who wish to accept the Offer for their Peruvian Securities must complete and sign an original copy of the acceptance form enclosed as Appendix B to this Offer Document (the Peruvian Acceptance Form, and together with the Norwegian Acceptance Form, the "Acceptance Forms") and return it to the Peruvian Receiving Agent before the expiration of the Acceptance Period on 15 April 2013 at 21:00 (CET) / 15:00 (PET) (or such time that the Acceptance Period may be extended to). Holders of Peruvian Securities, other than holders present or resident in, with registered or mailing addresses in, or who are citizens of, a Restricted Territory (as defined in section 3.16 ( Restrictions ), who hold such Peruvian Securities through a broker-dealer in Peru, other than the Peruvian Receiving Agent, and who wish to accept the Offer for their Peruvian Securities must (i) complete and sign an original copy of the Peruvian Acceptance Form and return it to their broker-dealer; and (ii) cause their broker-dealer to deliver their Peruvian Securities and the original copy of the Peruvian Acceptance Form to the Peruvian Receiving Agent s account with CAVALI (cuenta matriz), in each case before the expiration of the Acceptance Period on 15 April 2013 at 21:00 (CET) / 15:00 (PET) (or such time that the Acceptance Period may be extended to). In addition, broker-dealers (other than the Peruvian Receiving Agent) shall submit their proposals of acceptance through the electronic negotiation system ELEX of the Lima Stock Exchange. The Peruvian Acceptance Forms can be submitted to the Peruvian Receiving Agent by fax, hand delivery or mail, but may not be submitted by . As the above requirements must be received by the Peruvian Receiving Agent before 15 April 2013 at 21:00 (CET) / 15:00 (PET) (or such time that the Acceptance Period may be extended to), it is not 13

15 sufficient to mail the Peruvian Acceptance Form on 15 April 2013 or to commence the transfer of the Peruvian Securities on such date (which transfer usually takes 48 hours). Holders of Peruvian Securities will receive settlement in USD (based on the applicable NOK/USD exchange rate on the date the Offeror issues a confirmation in accordance with section 3.13 ("Notices") that all the conditions for completion of the Offer have been met or waived in accordance with section 3.3 ("Conditions for completion of the Offer"), as described in section 3.14 ("Settlement")). The correctly completed and signed Peruvian Acceptance Form shall be delivered by fax, hand or sent by mail to the Peruvian Receiving Agent at the following address: Credibolsa Sociedad Agente de Bolsa S.A. Av. El Derby 055, Torre 4, Piso 8, Santiago de Surco, Lima, Perú Telephone: (51-1) , Ext Telefax: (51-1) / Any Peruvian Acceptance Form that is incorrectly completed or that is received after the expiration of the Acceptance Period may be rejected without further notice. Subject to compliance with the requirements for equal treatment of shareholders in section 6-10 (9) of the Securities Trading Act, the Offeror reserves the right to approve acceptances that are not correctly completed and/or received after the expiration of the Acceptance Period. To the extent the Peruvian Securities are depositary receipts and are linked to a beneficial ownership to Shares in the Company, any acceptance of the Offer for Peruvian Securities will also be regarded as an acceptance of the transfer of such beneficial ownership from the accepting holder of Peruvian Securities to the Offeror. Accordingly, in such cases, once a holder of Peruvian Securities has submitted a Peruvian Acceptance Form as set out herein, he/she/it may not, unless and until the acceptance is revoked or the Offer otherwise falls away, transfer, pledge, encumber, dispose of or take any other action with respect to the beneficial ownership in the corresponding Shares. The tender of a Peruvian Security (to the extent such Peruvian Security is a depositary receipt) in the Offer makes the corresponding Share ineligible for tender. In such cases, the Offeror will disregard any Norwegian Acceptance Form received for Shares which are held in VPS by the Registrar and which relate to Peruvian Securities for which tenders are received. Holders of Peruvian Securities registered in the name of brokers, banks, investment companies or other nominees, must contact such persons to accept the Offer. All Peruvian Securities tendered in the Offer are to be transferred free of any encumbrances and any other third-party rights whatsoever. Any third-party with registered encumbrances or other third-party rights over the relevant Peruvian Securities must sign the Peruvian Acceptance Form and thereby waive its rights in the Peruvian Securities sold in the Offer and approve the transfer of the Peruvian Securities to the Offeror free and clear of any such encumbrances and any other third-party rights. Acceptances will be treated as valid only if any such rights holder has consented in signing on the Peruvian Acceptance Form for the sale and transfer of the Peruvian Securities free of encumbrances to the Offeror. 14

16 No confirmation of receipt of Peruvian Acceptance Forms, the Peruvian Securities or other documents will be made on behalf of the Offeror. All notifications, documents and remittance that shall be delivered by or sent to or from the shareholders who accept the Offer (or their representatives) will be sent to or delivered by them at their own risk. By delivering a duly executed Peruvian Acceptance Form, tendering holders of Peruvian Securities authorise the Peruvian Receiving Agent to transfer his/her/its Peruvian Securities to the Offeror against payment of the Offer Price of NOK (settled in USD as per section 3.1 ("Offer Price")) per Peruvian Security(-ies) corresponding to one Share in the Company, upon completion of the Offer. Upon expiration of the Acceptance Period, the acceptance of the Offer becomes irrevocable and may not be withdrawn, in whole or in part. 3.6 Procedures for revoking an acceptance of the Offer by the tendering holders Acceptances submitted in accordance with section 3.5 ("Procedures for accepting the Offer") may be revoked by the tendering holders, in whole or in part, within the Acceptance Period (the "Withdrawal"). Tendering holders who wish to revoke their acceptances must submit such Withdrawal in writing to the relevant Receiving Agent before the expiration of the Acceptance Period on 15 April 2013 at 21:00 (CET) /15:00 (PET) (or such time that the Acceptance Period may be extended to). As the Withdrawal must be received by the Receiving Agent before 15 April 2013 at 21:00 (CET) /15:00 (PET) (or such time that the Acceptance Period may be extended to), it is not sufficient to mail the Withdrawal on 15 April The Withdrawal must be signed and be submitted as set forth below to the relevant Receiving Agent as follows: Withdrawal of acceptances for Shares shall be submitted to the Norwegian Receiving Agent by fax, hand delivery or mail at: Skandinaviska Enskilda Banken AB (publ) Oslo Branch Filipstad Brygge 1 P.O. Box 1843 Vika NO-0123 Oslo Norway Telephone: Telefax: Withdrawal of acceptances for Peruvian Securities shall be delivered (or caused to be delivered) by fax, hand delivery or mail at: Credibolsa Sociedad Agente de Bolsa S.A. Av. El Derby 055, Torre 4, Piso 8, Santiago de Surco, Lima, Perú Telephone: (51-1) , Ext Telefax: (51-1) / Upon expiration of the Acceptance Period, the acceptance of the Offer becomes irrevocable and may not be withdrawn, in whole or in part by the tendering holders. 15

17 3.7 Blocking of tendered Shares and Peruvian Securities By delivering a duly executed Acceptance Form, holders of Shares or Peruvian Securities give the relevant Receiving Agent an authorisation to block the Shares or Peruvian Securities to which the Acceptance Form relates, in favour of the relevant Receiving Agent. The relevant Receiving Agent is at the same time authorised to transfer the Shares or Peruvian Securities to the Offeror against payment of the Offer Price (see section 3.5 ( Procedures for accepting the Offer ) and section 3.14 ( Settlement )). In the event that the Offer is cancelled or the relevant holder of Shares or Peruvian Securities decides to withdraw its acceptance during the Acceptance Period, the blocking will be terminated. The shareholder undertakes from the time of delivering a duly executed Acceptance Form not to, and it will from the time of blocking not be possible to, sell or in any other way dispose over, use as security, pledge, encumber or transfer, the Shares or Peruvian Securities covered by the Acceptance Form. However, shareholders are free to dispose over any other securities registered in the same VPS account as the blocked Shares, and holders of Peruvian Securities are free to dispose over any other securities which are held through CAVALI. 3.8 Shareholder rights Shareholders that accept the Offer will remain the legal owners of their Shares and retain voting rights and other shareholder rights related thereto until settlement has taken place, to the extent permitted under Norwegian law. It is the Offeror's understanding that holders of Peruvian Securities (to the extent such securities are depositary receipts) have no direct shareholder rights as against the Company. 3.9 Pre-acceptances and options As at the date of this Offer Document, shareholders representing in aggregate approximately 18.2% of the outstanding shares and votes in the Company, have irrevocably undertaken to accept the Offer in respect of all or some of their Shares. The pre-accepting shareholders are, or are managed by, Aksjefondet Handelsbanken Norge, Alfred Berg Kapitalforvaltning AS, Alfred Berg Nordic Small Cap, Arctic Funds Plc., DNB SMB, MP Pensjon, Ocean Harvest S.L., SHB Nordiska Småbolagsfonden, South Wind AS, Stenshagen Invest, Storebrand Kapitalforvaltning AS, Nordea Fondene Norge/Nordea Investment Management AB (Norway), Vevlen Gård AS and Aasulv Tveitereid. The pre-acceptance from Ocean Harvest S.L., comprising approximately 4.0% of the outstanding shares and votes in the Company, will become effective once settlement of the Offeror's acquisition of 5,773,000 Shares from Ocean Harvest S.L. pursuant to a share purchase agreement dated 12 March 2013, as described in section 2.1 ("General") above, has taken place (expected on or about 19 March 2013). The pre-accepting shareholders have the right to withdraw their pre-acceptances if, before the expiry of the Acceptance Period, a third party launches or announces that it will make a competing offer for all Shares in the Company (a Competing Offer ), provided that such Competing Offer has certain funds financing and is at least 5% higher than (a) the original Offer Price; (b) the Offer Price as amended if the amendment has been announced by the Offeror prior to the Offeror being notified of the Competing Offer, or (c) the Offer Price as amended so as to match an earlier competing offer. However, such pre-accepting shareholders are only entitled to withdraw their pre-acceptance prior to the expiry of the Acceptance Period, and only if the Offeror has not announced that it will improve the Offer 16

18 so as to at least match such Competing Offer within five trading days of the Offeror being notified of the Competing Offer. In addition to the foregoing, one shareholder (Veramar Azul S.L.) representing approximately 10.8% of the outstanding Shares in the Company, has on certain terms and conditions given the Offeror the option to acquire its Shares in the Company at the Offer Price. The option can be exercised in the period up until and including the date the Offeror announces that all conditions for closing of the Offer have been met or waived (as long as this occurs before 21 June 2013 at 23:59 CET/ 17:59 PET), and if exercised, settlement of the option will be carried out simultaneously with settlement of the Offer. The terms and conditions of the call option are equal to the terms and conditions of the Offer with regard to price adjustments, see section 3.1 ("Offer Price") above. Further, the shareholder that has granted the option has the same right to withdraw the option in the event of a Competing Offer being launched as described above. If the conditions for closing of the Offer are met or waived and the Offer becomes unconditional before 21 June 2013, the Offeror will also exercise this option Amendments to the Offer Subject to approval by Oslo Børs, the Offeror reserves the right to amend the Offer in its sole discretion at any time during the Acceptance Period, including without limitation, the Offer Price, provided however that the Offeror may not amend the Offer in a manner which disadvantages the shareholders of Copeinca. Any amendments are binding on the Offeror once a notice is published in accordance with the procedures set out in section 3.13 ( Notices ). Any acceptance received by the Receiving Agent is binding even if the Acceptance Period and the Drop-dead Date is extended and/or the Offer is otherwise amended in accordance with the terms of this Offer Document. Shareholders who have already accepted the Offer in its original form or with previous amendments will be entitled to any benefits arising from such amendments Transaction costs Shareholders who accept the Offer will not have to pay brokerage fees. The Offeror will pay VPS-transaction costs that may occur as a direct consequence of the shareholder accepting the Offer. The Offeror will not pay any costs incurred by holders of depositary receipts related to such holder's re-registration as holders of Shares in the VPS or other actions required by such holders enabling them to accept the Offer. The Offeror will not cover any other costs that a shareholder may incur in connection with acceptance of the Offer Tax Shareholders accepting the Offer are themselves responsible for any tax liability arising as a result of the settlement and any costs incurred in obtaining advice in this matter. A general description of certain of the tax implications of the Offer is included under section 7 ( Taxation ) below Notices Notices in connection with the Offer will be published by notification through the online information system of Oslo Børs ( Notices will be deemed made when Oslo Børs has published the notice. The Offeror will without undue delay publish 17

19 notifications through Oslo Børs if the conditions of the Offer are met or waived or if the Offer is cancelled Settlement Settlement of the Offer will be made in NOK (for Shares) and USD (for Peruvian Securities). As the Offer Price is calculated in NOK, any payment in USD will be based on the applicable exchange rate published by Norges Bank on the date the Offeror issues a confirmation in accordance with section 3.13 ("Notices") that all the conditions for completion of the Offer have been met or waived in accordance with section 3.3 ("Conditions for completion of the Offer"), and fluctuations in the exchange rate between NOK and USD will be at the risk of the tendering Peruvian Securities holder. Settlement will be made as soon as reasonably possible, and not later than three weeks after the date the Offeror makes an announcement that all conditions for completion of the Offer have been met or waived. The Offeror expects that the conditions for completion of the Offer will be met no later than 19 April 2013; however, no guarantee can be made. Holders of Shares or Peruvian Securities who have tendered in the Offer remain bound by their acceptance from the time of the expiration of the Acceptance Period until the Dropdead Date (unless settlement has occurred prior to this or the Offer has lapsed). Settlement is expected to take place during the end of April or the beginning of May 2013; however no assurance regarding the actual settlement date can be given. Assuming the Acceptance Period is not extended, the latest possible settlement date will be 12 July 2013, which is three weeks from the Drop-dead Date. If the Acceptance Period, and thus the Drop-dead Date, is extended, the latest possible settlement date will be 22 August 2013, which is three weeks from the latest possible Drop-dead Date. On settlement, the relevant amount will be transferred to each party who has accepted the Offer as follows: (a) with respect to Shares, by way of transfer to the bank account registered in the VPS as the account for payment of dividends to the shareholder at the time of acceptance, and (b) with respect to Peruvian Securities, by way of transfer to the broker dealer s account through which Peruvian Securities are held. If there are no records of a bank account in the VPS that can be used for settlement, the tendering holder must specify on the relevant Acceptance Form (or on a separate sheet submitted together with the Acceptance Form) the bank account to which payment should be made. For shareholders who do not hold a bank account with a Norwegian bank, payment details for offshore payments must be included in addition to the bank account number, such as IBAN, SWIFT or similar payment codes depending on the jurisdiction where the bank account is located. The Norwegian Receiving Agent should be contacted in this respect Acquisition of Shares outside the Offer The Offeror and/or its affiliates or their brokers (acting as agents) can during and after the Acceptance Period purchase or make arrangements to purchase Shares or other securities that are immediately convertible into, exchangeable or exercisable for, Shares, in accordance with applicable regulations. 18

20 The Offeror and/or its affiliates or their brokers (acting as agents) are not entitled to, and will not purchase or make any arrangements to, purchase Peruvian Securities during the Acceptance Period and until the final results of the Offer have been published Restrictions General The Offer is not being made to persons present in, with registered or mailing addresses in, or who are citizens of, Canada, Australia, Japan or any other jurisdiction in respect of which acceptance of the Offer requires further documents be issued in order for the Offer to comply with the local laws or regulations or requires registration or other measures be taken pursuant to the local laws or regulations (the Restricted Territories ). Persons in the Restricted Territories are being excluded from the Offer in order to avoid triggering the application of local laws relating to the implementation of the Offer. Copies of this Offer Document, the Acceptance Forms and other documents or information relating to this Offer Document or to the Offer are not being and must not be mailed, communicated, or otherwise distributed in or into the Restricted Territories by any shareholder, any broker-dealer, bank or other intermediaries holding the Shares on behalf of any beneficial shareholder, or any other person in any manner whatsoever. Persons receiving such documents or information (including, without limitation, custodians, nominees and trustees) should not distribute or send them in or into a Restricted Territory or use mails or any means, instrumentality or facility of a Restricted Territory in connection with the Offer. Any failure to comply with these restrictions may constitute a violation of the securities laws of the Restricted Territories. It is the responsibility of all persons obtaining the Offer Document, Acceptance Form or other documents relating to this Offer Document or to the Offer or into whose possession such documents otherwise come, to inform themselves of and observe all such restrictions. Any recipient of this Offer Document who is in any doubt about his or her status in relation to these restrictions should consult his or her professional adviser in the relevant territory. The Offeror, the Financial Advisers or the Receiving Agents do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. This Offer Document does not represent an offer to acquire or obtain securities other than the Shares and the Peruvian Securities that are subject to the Offer. Among the Company s foreign shareholders or shareholders registered as nominee accounts in the VPS, currently 2 are stated to be resident in the Restricted Territories. These shareholders are registered as holding 6,223 Shares in the Company which constitute approximately 0.01 % of the total outstanding share capital. Any purported tender of Shares or Peruvian Securities in the Offer resulting directly or indirectly from a violation of the restrictions contained in this Offer Document and the related documents will be invalid. Further, any person purporting to tender Shares or Peruvian Securities pursuant to the Offer will be deemed not to have made a valid tender if such person is unable to make the representations and warranties set out under Certifications as to Restrictions below and any corresponding representations and warranties in the Acceptance Form. Acceptances of the Offer and tenders of Shares or 19

21 Peruvian Securities made by a person located in a Restricted Territory, by any custodian, nominee, trustee, agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the Restricted Territories or by the use of mails or any means, instrumentality or facility of the Restricted Territories directly or indirectly will not be accepted (and should not be accepted by any such custodian, nominee, trustee agent, fiduciary or intermediary holding Shares or Peruvian Securities for any persons). Any Acceptance Form or other communication relating to the Offer that originates from, is postmarked from, bears a return address in or otherwise appears to have been dispatched from the Restricted Territories will not be accepted (and should not be accepted by any custodian, nominee, trustee agent, fiduciary or intermediary). Acceptances of the Offer and tenders of Shares or Peruvian Securities will not be accepted (and should not be accepted by any custodian, nominee, trustee agent, fiduciary or intermediary) if the consideration for the Shares or Peruvian Securities is required to be mailed or otherwise delivered in or into a Restricted Territory or if an address within the Restricted Territories is provided for receipt of the Offer Price or the return of the Acceptance Form. Each of the Offeror and the Receiving Agents reserve the right, in their absolute discretion (and without prejudice to the relevant shareholder's responsibility for the representations and warranties made by it), to (a) reject any tender of Shares or Peruvian Securities without investigation because the origin of such tender cannot be determined, or (b) investigate, in relation to any tender of Shares or Peruvian Securities pursuant to the Offer, whether any such representations and warranties given by a shareholder are correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representations and warranties are not correct, such tender may be rejected. Canada Neither this Offer Document nor any copy of it may be taken or transmitted into Canada or distributed or redistributed in Canada or to any individual outside Canada who is a resident of Canada, except in compliance with applicable rules. Australia The Offer is not being made directly or indirectly in or into and may not be accepted in or from Australia. Accordingly, if any copies of this Offer Document (and any accompanying documents) are mailed or otherwise distributed or sent in or into Australia, that action does not constitute an offer and any purported acceptance by or on behalf of an Australian resident will be invalid. No document in connection with the Offer has been lodged with the Australian Securities & Investments Commission ( ASIC ) and ASIC has not approved the Offer in Australia. Japan Neither this Offer Document nor any copy of it may be taken or transmitted into Japan or distributed or redistributed in Japan or to any resident thereof for the purpose of solicitation of subscription or offer for sale of any securities or in the context where its distribution may be construed as such solicitation or offer. 20

22 United States U.S. shareholders are advised that the Shares and Peruvian Securities are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the SEC thereunder. The Offer is made to the Company s shareholders resident in the United States on the same terms and conditions as those made to all other Company s shareholders and any informational documents, including the Offer Document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the other Company s shareholders. The Offeror is a Singaporean company, and the Company is a Norwegian company whose shares are listed on the Oslo Børs, with a secondary listing on the Lima Stock Exchange. The Offer is being made to U.S. residents that are shareholders of the Company in reliance on, and in accordance with, Rule 14d-1(c) under the Exchange Act. As a result, the Offeror is not required to comply with all of the tender offer rules provided for in Regulation 14E under the U.S. federal securities laws and only a limited set of United States legal provisions apply to the Offer and this Offer Document. The applicable procedural and disclosure requirements of Norwegian and Peruvian law are different from those of the U.S. securities laws in certain material respects. The timing of payments, withdrawal rights, settlement procedures, and other timing and procedural matters of the Offer are consistent with Norwegian and Peruvian practice, which differs materially from U.S. domestic tender offer procedures. Financial statements and financial information included herein are prepared in accordance with International Financial Reporting Standards (IFRS) that may not be comparable to the financial statements or financial information of United States companies. Pursuant to an exemption provided from Rule 14e-5 under the Exchange Act, the Offeror may acquire, or make arrangements to acquire, the Shares, other than pursuant to the Offer outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian and Peruvian law and practice and the provisions of such exemption from Rule 14e-5. Any such purchases may occur on the Oslo Stock Exchange at the prevailing market price for the Shares or in private transactions at negotiated prices. The Offeror will disclose certain details of such purchases of, or arrangements to purchase, Shares in Norway only to the extent required by Norwegian law, and in the United States by dissemination of an English-language press release through an electronic information distribution system accessible in the U.S. which directs individuals to a website where this information is posted in English. The Offeror and/or its affiliates or their brokers (acting as agents) are not entitled to, and will not purchase or make any arrangements to, purchase Peruvian Securities during the Acceptance Period and until the final results of the Offer have been published. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the Offer, since the Offeror and the Company are located outside of the United States and all or a majority of their officers and directors are residents of countries other than the United States. You may not be able to sue the Offeror or the Company or their officers or directors in courts in their home country for violations of the U.S. securities laws, and it may be difficult to compel the Offeror, the Company and their affiliates to subject themselves to a U.S. court s judgment. 21

23 The receipt of cash pursuant to the Offer by a shareholder of the Company that is a U.S. person will be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws. Each such shareholder is solely responsible for determining the tax consequences of participating in the Offer and is urged to consult such shareholder s own tax advisers regarding the tax consequences of participating in the Offer in light of such shareholder s particular circumstances, including the tax consequences under state, local and non-united States tax law and the possible effects of changes in tax law. This Offer Document has not been approved, disapproved or otherwise recommended by the SEC or any U.S. state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States. Certifications as to Restrictions By accepting the Offer through delivery of a duly executed Acceptance Form to the Norwegian or Peruvian Receiving Agent, the holder of tendered Shares or Peruvian Securities, and any custodian, nominee, trustee, agent, fiduciary or intermediary submitting the Acceptance Form on behalf of such holder, certifies that such person: (a) (b) (c) (d) was not present or resident in, or is a citizen of, a Restricted Territory at the time of receiving the Offer Document, the Acceptance Form or any other document or information relating to the Offer, and has not mailed, transmitted or otherwise distributed any such document or information in or into a Restricted Territory; has not used, directly or indirectly, the mails, or any means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex and telephone) of interstate or foreign commerce, or the facilities of the securities exchanges, of a Restricted Territory in connection with the Offer; was not present or resident in, nor is a citizen of, a Restricted Territory at the time of accepting the terms of the Offer, at the time of returning the Acceptance Form or at the time of giving the order or instruction to accept the Offer (whether orally or in writing); if acting in a custodial, nominee, trust, fiduciary, agency or other capacity as an intermediary, then either (i) has full investment discretion with respect to the Shares or Peruvian Securities covered by the Acceptance Form or (ii) the person on whose behalf it is acting has authorised it to make the foregoing representations and was not present or resident in, nor is a citizen of, a Restricted Territory at the time he or she instructed such custodian, nominee, trustee, fiduciary, agent or intermediary to accept the Offer on his or her behalf and such custodian, nominee, trustee, fiduciary, agent or other intermediary is processing that acceptance as part of its normal securities custodial function Jurisdiction and Choice of Law The Offer, this Offer Document and all acceptances of the Offer shall be governed by Norwegian law with Oslo District Court as legal venue. Shareholders accepting the Offer 22

24 agree that any dispute arising out of or in connection with the Offer, this Offer Document or any acceptances of the Offer is subject to Norwegian law and shall exclusively be settled by Norwegian courts and with Oslo District Court as legal venue. With respect to the holders of Peruvian Securities domiciled in Peru, the Offer and the Offer Documents shall be governed by Peruvian law and under the jurisdiction of the Peruvian Superintendency of Capital Markets and, when applicable, of the Peruvian courts. 23

25 4. ADDITIONAL INFORMATION ON THE OFFER 4.1 Contact between the parties prior to the Offer There has been no contact between the Offeror and the management or governing bodies of the Company prior to the announcement of the Offer on 26 February Accordingly, the Offeror has not had access to carry out a due diligence review of the Company and its business, other than reviewing publicly available information. As of 13 March 2013, certain shareholders of the Company have granted pre-acceptances of the Offer with respect to their shareholdings in the Company or given the Offeror an option to acquire its Shares in the Company at the Offer Price, see section 3.9 ( Pre-acceptances and options ) above. Further, the Offeror has agreed to purchase 5,773,000 Shares from Ocean Harvest S.L. as described in section 2.1 ("General") above. 4.2 Purpose of taking control and plans for the future business The acquisition of a controlling interest in the Copeinca Group is a strategic opportunity that would be in the best interests of CFGL as it (i) is consistent with CFGL s business strategy to increase access to fishing resources; (ii) will enhance the market position and profile of the CFGL Group and the Copeinca Group; (iii) will diversify CFGL's existing revenue base; (iv) will provide high-level synergies between the principal business activities of CFGL and Copeinca; and (v) will create avenues for CFGL to consider a listed platform for its growing Peruvian fishmeal operations. Upon a completion of the Offer, the Company would become a subsidiary of the Offeror. The Offeror is currently owned 100% by Grandwell Investment Group Ltd (HK), who in turn is currently owned 100% by Smart Group Ltd (Cayman), who in turn is currently owned 100% by CFGL (see section 6 ("Information on CFGL")). Following a completion of the Offer, the principal businesses of the CFGL Group will be expanded to include the existing business of the Copeinca Group (together, on a consolidated basis, the Enlarged Group). The Company has no current intention to dispose of any of Copeinca s existing businesses, and will seek to maintain the listing status of Copeinca on Oslo Børs and also on the Lima Stock Exchange, see section 4.11 ("Continued listing"). The Offeror believe the prospects of the Enlarged Group are positive, particularly in respect of the fishmeal and fish oil industry. The acquisition of Copeinca represents an opportunity for CFGL to become one of the world s leading players in fishmeal and fish oil products. The Enlarged Group is largely expected to continue with CFGL's existing business strategy to solidify its leading position in fish supply and processing by increasing access to controlled sea resources globally and strengthen its position within Peru s fishmeal and fish oil processing industry. In particular: The Enlarged Group will continue to take advantage of growing fish consumption and rising demand for fishmeal and fish oil worldwide, especially in China. The Enlarged Group will continue to seek opportunities to establish fishing operations in new fishing and processing grounds with abundant marine resources. The Enlarged Group will actively seek to enhance its profitability by increasing catch which can be sold for human consumption. 24

26 The Enlarged Group will continue to explore opportunities as and when they arise to increase fishing quotas by acquiring additional fishing vessels in places such as Peru and to seek additional fishmeal processing plants in attractive locations. The Enlarged Group will continue to diversify its fish product offerings, fishing grounds and target markets. The Enlarged Group will continue to apply its harvesting and distribution experience to quickly establish a market presence for a growing range of fish products. The Enlarged Group will continue to explore fishing resources that complement the Enlarged Group s existing operations. The Enlarged Group will continue to focus on improving the operational efficiency of its fleet and the Peruvian fishmeal operations. In addition, the Enlarged Group will seek to realise high-level synergies between the CFGL Group and the Copeinca Group such as conducting joint marketing efforts in common geographical markets and cross-selling of the CFGL Group's fish products across the Copeinca Group s existing sales and distribution channels. 4.3 Impact on the Company s employees CFGL has no current intention to affect the current operations of any member of the Copeinca Group or discontinue the employment of any of the existing employees of the Copeinca Group, other than in the ordinary course of business. The Offer is not expected to have any legal, economic or work-related consequences for the employees in the Company. 4.4 Legal implications The completion of the Offer is subject to the required consents, clearances and approvals being granted by relevant authorities, see section 3.3 ( Conditions for completion of the Offer ). The Offeror currently expects that the Offer will receive all necessary regulatory approvals, consent and clearances. On 2 February 2010, Copeinca announced that Copeinca S.A.C., Copeinca s Peruvian subsidiary, had priced a proposed issue of US$175 million 9.00% senior notes due 2017, which will be guaranteed by Copeinca (the "Copeinca Bond Issue"). On 11 January 2013, Copeinca further announced that it had successfully reopened the Copeinca Bond Issue and raised gross proceeds of a further US$75 million, which was guaranteed by Copeinca. The total aggregate principal amount of the 9.00% notes due 2017 that is outstanding following the reopening of the Copeinca Bond Issue is therefore US$250 million. Based on publicly available information, if a "Change of Control Triggering Event" occurs, the issuer of the Copeinca Bond Issue must offer to repurchase the notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any. Upon settlement of the Offer, and if as a consequence thereof there is a Rating Decline (as defined in the terms of the Copeinca Bond Issue) it appears from publicly available information that this may qualify as a "Change of Control Triggering Event" under the Copeinca Bond Issue. It is noted that the Offeror has not had access to the indenture relating to the Copeinca Bond Issue, and accordingly does not know for certain what conditions will trigger an early repayment of the Copeinca Bond Issue. To the Offeror s knowledge, the Offer will not have any legal consequences for the Company other than with respect to the above, and the Offeror becoming the owner of all Shares in the Company validly tendered under the Offer. 25

27 4.5 Statement from the Board of Directors of the Company The Board of Directors of the Company has a duty to issue a statement on the Offer including information on the employees view and other factors of significance for assessing whether the Offer should be accepted by the shareholders. Information should also be given about the views, if any, of the board members and the Chief Executive Officer in their capacity as shareholders of the Company. Under section 6-16 cf. section 6-19 of the Securities Trading Act, such a statement must be issued at least one week before the Acceptance Period expires. Where an offer is made in concert with the Board of Directors of the Company, Oslo Børs may, according to the Norwegian Securities Trading Act section 6-16 (4), decide that this statement shall be provided by someone other than the Company's Board of Directors. 4.6 Shareholders' approval A general meeting of CFGL's shareholders will be held on 19 March The approval sought is for the acquisition by the Offeror of an equity interest of between 50.01% and 100% (both numbers inclusive) in the Company at a price as the directors of CFGL and the Offeror deem fit, but in any event within a total cost limit of US$600 million. Shareholders representing 70.51% of the shares in CFGL have given irrevocable undertakings to, inter alia, vote in favour of the proposed increase of authorised share capital of CFGL, the Rights Issue (as defined in section 4.7) and the acquisition of the Company by the Offeror. The documentation relevant for the general meeting of CFGL's shareholders is available on the Singapore Exchange website ( and the CFGL website ( Future announcements relating to the shareholders' meeting in CFGL, including the outcome thereof, will be published on the same websites. The participation in the Rights Issue (as defined in section 4.7 ("Financing of the Offer")) will constitute a major transaction under the listing manual for CFGL's holding company (and the Offeror's indirect holding company), PARD. As such, PARD is required to convene a special general meeting of its shareholders to approve the subscription of its pro-rata rights entitlement as well as to apply for excess rights shares in the Rights Issue (as defined in section 4.7(b)). Shareholders representing 66.45% of the shares in PARD have given irrevocable undertakings to, inter alia, vote in favour of the proposed subscription of its pro-rata rights entitlement as well as to apply for shares in the Rights Issue (as defined in section 4.7(b)). As there is an express exception under the relevant legislation in respect of subsidiaries of PARD, which is also listed on the Singapore Stock Exchange, PARD is however not required to obtain the approval of its shareholders for the acquisition of Shares. The documentation relevant for the special general meeting of PARD's shareholders is available on the Singapore Exchange website ( and the PARD website ( Future announcements relating to the shareholders' meeting in PARD, including the outcome thereof, will be published on the same websites. The Offer and the acquisition of the Shares will also constitute a very substantial acquisition under the listing rules pertaining to CFGL's (and the Offeror's) ultimate parent company, PAIH. As such, PAIH is also required to convene a special general meeting of its shareholders to approve the proposed voluntary conditional cash offer by the Offeror for the Shares and the acquisition of the Company. The documentation relevant for the special general meeting of PAIH's shareholders is available on the Stock Exchange of Hong Kong website ( and the PAIH website ( Future 26

28 announcements relating to the shareholders' meeting in PAIH, including the outcome thereof, will be published on the same websites. N. S. Hong Investment (BVI) Limited, the majority shareholder of PAIH representing 54.9% of the shares, has entered into a deed of undertaking, pursuant to which it has unconditionally and irrevocably given, inter alia, an undertaking to exercise all of its voting rights and/or do any other acts to vote in favour of the Offer and the acquisition of the Shares. 4.7 Financing of the Offer The Offeror intends to finance the Offer with a combination of: (a) (b) (c) committed loan facilities for up to USD 295,000,000 from Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), Hong Kong Branch and DBS Bank (Hong Kong) Limited based on a facility agreement entered into on 26 February 2013 (the "Financing Agreement"), subject to customary conditions precedent including (i) delivery of duly executed transaction documents, corporate certificates and legal opinions, (ii) correctness of representations and warranties, (iii) no default, (iv) all necessary consents being obtained and filings having been made (if any), (v) no material term or condition of the Offer having been waived without the consent of the lenders, and (vi) no material adverse effect having occurred with respect to the business, prospects or financial condition of any member of the CFGL Group or the CFGL Group as a whole, their ability to perform their obligations under the agreement or the lenders' rights; the estimated net proceeds of SGD 344,200,000 (approximately USD 276 million, based on currency exchange rates at the date of this Offer Document) from a proposed rights issue by CFGL of up to 1,049,843,939 new shares at an issue price of S$ (the "Rights Issue") to be completed prior to settlement of the Offer, the completion of which is secured by a combination of the irrevocable undertakings mentioned in section 4.6 ("Shareholders' approval") above covering up to 82.28% of the Rights Issue, and a management and underwriting agreement entered into between CFGL, DBS Bank Limited and Standard Chartered Securities (Singapore) Pte. Limited on 26 February 2013 (the "Underwriting Agreement") covering the remaining part of the Rights Issue. The obligations and commitments of the underwriters under the Underwriting Agreement are subject to customary conditions including (i) compliance with the irrevocable undertakings by the relevant shareholders (ref. section 4.6 ("Shareholders' approval") above), (ii) delivery of all required documentation, including customary certificates, letters and legal opinions, (iii) correctness of representations and warranties, (iv) no default, (v) no material adverse effect having occurred with respect to CFGL or the CFGL Group and (vi) no force majeure events having occurred before 8:00 a.m. Singapore time on the day of commencement of trading of CFGL shares on an ex-rights basis, which is expected to occur from 9:00 a.m. Singapore time on 21 March 2013; and internal resources. The financing resources described in (a) (c) above will be sufficient to fully finance the Offer. It is expected that the funds raised under the Rights Issue will be settled and received, and that the conditions of the Financing Agreement will be met and the funds will be available 27

29 for draw-down, on or about 19 April Although the Offeror is confident that the conditions of the Financing Agreement and the Underwriting Agreement will be met and the funds will be available in a timely manner, there can be no assurance of this. Accordingly, completion of the Offer is subject to all conditions precedent set out in the Facility Agreement and the Underwriting Agreement having been met or waived, see section 3.3(h) above. 4.8 Benefits to members of management and directors No special advantages will be given to members of the executive management or members of the Board of Directors of the Company in connection with making the Offer, nor has any such persons been given expectations of such special advantages. 4.9 Mandatory offer If the Offer is completed and the Offeror, as a result of the Offer or otherwise, acquires Shares representing more than 1/3 of the voting rights in the Company, the Offeror will be required under chapter 6 of the Norwegian Securities Trading Act to make a mandatory offer for the remaining Shares. Alternatively, if the Offeror holds more than 90 per cent of the Shares and votes in the Company, the Offeror may instead perform a compulsory acquisition as described in section 4.10 ( Compulsory acquisition of Shares ) below. The offer price in the mandatory offer must be equal to, or higher than, the highest price paid, or agreed to be paid, by the Offeror for Shares during the six month period prior to the date on which the obligation to make a mandatory offer is triggered. If a mandatory offer is required by law, the Offeror will make a mandatory offer in Norway and simultaneously a voluntary offer in Peru which will be subject to the same terms and conditions as the mandatory offer in Norway Compulsory acquisition of Shares If, as a result of the Offer, a subsequent mandatory offer or otherwise, the Offeror acquires and holds 90 per cent or more of the total issued Shares representing 90 per cent or more of the voting rights in the Company, then the Offeror will have the right (and each remaining shareholder in the Company would have the right to require the Offeror) to initiate a compulsory acquisition of the remaining Shares not owned by the Offeror pursuant to section 4-25 of the Norwegian Public Limited Companies Act. A mandatory offer will not be required by law if the Offeror at the completion of the Offer holds more than 90 per cent of the voting rights in the Company and within four weeks of completion of the Offer initiates a compulsory acquisition offering a purchase price equal to, or higher than the price that would have been offered in a mandatory offer (see section 4.9 ( Mandatory offer )) and issuing the necessary security for payment of the settlement in accordance with section 6-22 of Norwegian Securities Trading Act. If the Offeror presents the offer price in a compulsory acquisition in writing to all of the remaining shareholders with a known address, and the offer is announced in the Norwegian Company Register's electronic bulletin for public announcement and in a newspaper generally read at the Company s place of business, the Offeror may set a time limit for each shareholder to contest or refuse the offer. Such time limit shall not be shorter than 28

30 two months from the time of announcement in the Norwegian Company Register's electronic bulletin for public announcement Continued listing The Offeror currently intends to maintain the listing status of Copeinca on Oslo Børs and the Lima Stock Exchange. Accordingly, it is not the current intention of the Offeror to avail itself of the right of compulsory acquisition (see section 4.10 ("Compulsory acquisition of Shares")). With respect to the listing on Oslo Børs, in the event that the Offeror acquires 90% or more of the issued Shares of Copeinca in the Offer and/or a subsequent mandatory offer, the Offeror will take such necessary action in consultation with Oslo Børs to reduce its holding of Shares to below 90% so as to remove the obligation of compulsory acquisition from the remaining minority shareholders as well as to maintain the listing status of Copeinca on Oslo Børs Miscellaneous The Offer Document is sent to all shareholders of the Company whose address appears in the Company s share register in the VPS on 13 March 2013, except that shareholders residing in jurisdictions where the Offer Document may not be lawfully distributed have been excluded from the distribution hereof. Hard copies of the Spanish version of the Offer Document are available in the Offeror's offices in Lima and in the offices of Credibolsa Sociedad Agente de Bolsa S.A., the Peruvian Receiving Agent acting as the Offeror's agent in Lima for purposes of the Offer. In addition, a copy of the Spanish version of the Offer Document will be available for inspection at the offices of the SMV located at Av. Santa Cruz No. 315, Miraflores, Lima, Peru and through SMV's webpage ( and the Lima Stock Exchange's webpage ( Shareholders resident outside of Norway should read section 3.5 ( Procedures for accepting the Offer ) and section 3.16 ( Restrictions ). 29

31 5. INFORMATION ON COPEINCA The following section contains a brief presentation of Copeinca and its operations. The information on Copeinca is based on the Company's public accounts and other material in the public domain. The Offeror disclaims any responsibility and liability for the accuracy or completeness of the Offer Document in terms of the information on Copeinca. For a more detailed description of the Company, please refer to Copeinca's web site: Information may also be obtained through the annual reports, quarterly reports, investor information and stock exchange announcements published by Copeinca. 5.1 Company overview Copeinca ASA is a public limited liability company incorporated and existing under the laws of Norway with registration number and registered business address at Haakon VII gate 10, 0106 Oslo, Norway. The Shares in the Company are primary listed on Oslo Børs with ticker code COP. The Company also has a secondary listing on the Lima stock exchange. The Copeinca Group is a global fishing group, mainly involved in the extraction of several hydro-biological species and the subsequent transformation of such species into fishmeal and fish oil, for direct or indirect human consumption. The Company's main export countries include China, Vietnam, Chile, Japan, Taiwan and Germany, among others. The Copeinca Group was founded in Peru in The Company was founded and listed on Oslo Børs in The Group owns 35 vessels with a storage capacity of 14,754 M3. In average, the Group operates 30 vessels. In addition, the Group operates five processing plants in Peru, located in Bayovar, Chicamba, Chimbote, Chancay and Ilo, all of which manufactures fishmeal and fish oil by using indirect drying systems known as Steam Dried (SD), giving a variety of fishmeal qualities such as "Prime", "Super Prime", "Taiwan", "Thai" and "Standard". In total, the Group has 1,400 employees. 5.2 Selected financial information The following tables provide a summary of the profit and loss account, balance sheet and selected key figures for the Copeinca Group for the years ended 31 December 2009, 2010, The financial information has been prepared in accordance with IFRS (International Financial Reporting Standards). The annual figures are based on the audited consolidated financial statements. More detailed financial information can be found in the Company s financial statements. 30

32 Table 5.2: Selected financial information for the Copeinca Group PROFIT & LOSS FINANCIAL SUMMARY As at As at As at As at 31 Dec Dec Dec Dec 2009 audited audited audited audited USD'000 USD'000 USD'000 USD'000 Sales 314, , , ,161 Gross profit 117, ,393 82,005 58,546 Gross margin 37.3% 43.8% 35.2% 28.8% EBITDA 103, ,466 75,704 59,003 EBITDA margin 33.0% 41.8% 32.5% 29.0% Profit before tax 71,355 64,235 (17,125) 3,315 Profit attributable to equity holders 49,597 47,769 (6,493) 255 Earnings per share (basic) (US$) (0.1110) Earnings per share (diluted) (US$) (0.1110) STATEMENT OF FINANCIAL POSITION As at As at As at As at 31 Dec Dec Dec Dec 2009 audited audited audited audited USD'000 USD'000 USD'000 USD'000 ASSETS Non-current assets 666, , , ,898 Current assets 87, ,437 77,289 94,384 Total assets 754, , , ,282 EQUITY AND LIBILITIES Equity 410, , , ,416 Liabilities Total non-current liabilities 294, , , ,343 Total current liabilities 49,224 98,056 40,386 84,523 Total liabilities 344, , , ,866 Total liabilities and equity 754, , , ,282 Source: Copeinca's annual reports and results announcements 31

33 5.3 Share capital and shareholders The Company has a registered share capital of NOK 292,500,000, divided into 58,500,000 Shares, each with a par value of NOK In addition, based on the Company's annual report for 2012, as of 31 December 2012, the Company had 274,400 outstanding options, of which 239,400 options were exercisable for new shares in the Company. The Company s Shares provide equal rights to vote and other privileges in the Company in accordance with the Companies Act. The Shares are registered in the VPS with securities number (ISIN) NO Based on publicly available information, the Offeror understands that a portion of the Company's Shares have been made eligible for trading on the Lima Stock Exchange via a depository arrangement entered into between the Company and JP Morgan Chase & Co (the "Registrar"), pursuant to which the Registrar has facilitated the issuance of securities which are registered with CAVALI (the central securities depositary of Peru) and admitted for trading on the Lima Stock Exchange (the "Peruvian Securities"). The Peruvian Securities are independent securities constituted under Peruvian law, which may be held and transferred through the CAVALI system. The Peruvian Securities have the same International Securities Identification Number (ISIN) as the underlying Shares and evidence beneficial ownership to the underlying Shares they represent. However, it is the Offeror's understanding that holders of Peruvian Securities have no direct rights against the Company pursuant to Norwegian law. The table below shows the 20 largest shareholders in Copeinca as of 12 March 2013 (the earliest practically possible date prior to the date of this Offer Document) as recorded with the VPS. Table 5.3: 20 largest shareholders in Copeinca as recorded in the VPS Name Holding Per cent Dyer Coriat Holdings SL 19,098, % Ocean Harvest, S.L. 8,118, % Euroclear Bank S.A./N.V. ( BA ) 6,968, % Weilheim Investments S.L. 2,517, % South Winds AS 1,489, % Stenshagen Invest AS 1,082, % Weilheim Investments S.L. 968, % State Street Bank and Trust Co. 956, % Corporacion Pesquera Inca S.A.C. 852, % Morgan Stanley & Co Internat. Plc 805, % Verdipapirfondet DNB SMB 754, % JPMorgan Chase Bank 679, % Verdipapirfondet Alfred Berg Gamba 608, % Goldman Sachs Int. Equity 558, % JPMorgan Chase Bank 555, % Verdipapirfondet Handelsbanken 550, % State Street Bank and Trust Co. 529, % 32

34 The Bank of New York Mellon 454, % Storebrand Optima Norge A 428, % UBS AG, London Branch 412, % Top 20 48,389, % Others 10,110, % Total 58,500, % 5.4 Executive management and board of directors The executive management of Copeinca comprises the persons set out in the table below. Table 5.4-1: Executive management of Copeinca Name Pablo Trapunsky Clemencia Barreto Francesca Carnesella Angel Chiri Gutiérrez Giuliana Cavassa Carlos Cipra Nathalie Mas Diego Cateriano Renato Balarezo Position Chief Executive Officer Logistics Manager Corporate Affairs Manager Chief Financial Officer Legal Manager Controller Human Resources Manager Fleet Manager Sales Manager The Board of Directors of Copeinca comprises the members set out in the table below. Table 5.4-2: Board of directors of Copeinca Name Samuel Dyer Coriat Kristjan Th. Davidsson Samuel Dyer Ampudia Osterling Luis Dyer Ampudia Sheyla Dyer Coriat Marianne Elisabeth Johnsen Mimi Berdal Position Chairman of the Board Vice Chairman of the Board Director Director Director Director Director 33

35 6. INFORMATION ON CFGL CFGL is an investment holding company incorporated in Cayman Islands with its principal place of business in Taiwan and registered business address at Clifton House, 75 Fort Street, P.O. Box 1350 GT, George Town, Grand Cayman, Cayman Islands. CFGL's ownership structure is shown below: Founded in 2000, CFGL has been listed on the Singapore Exchange Mainboard since Based on CFGL's annual report for 2012, the company had 1,023,177,273 outstanding shares as of 17 December 2012, each at a nominal value of USD The CFGL Group is a global integrated industrial fishing group with access to fish resources in some of the world s most important fishing grounds. The business includes managing and operating fishing vessels, as well as sale of fish, other marine catches, fishmeal, fish oil and other fish products (including frozen whole, headed and gutted, frozen fillets, roe and milt). Employing latest sourcing and processing solutions, the CFGL Group sources, harvests, onboard processes and delivers high quality catch to customers around the world. The CFGL Group is also established with purse seine fishing vessels and fishmeal processing plants deployed strategically along Peru s coastal areas, with current quota share of 6.20% in the North and 11.72% in the South of Peru. The CFGL Group offers its products to wholesalers, food processors (such as restaurant chains, super markets and frozen sea food brands), fish meal and fish oil distributors, and capsule manufacturers, primarily in the People s Republic of China, Japan, Korea, southeast Asia, Europe, and West Africa. For fiscal year 2012, total revenue of the CFGL Group was MUSD and total net profit was MUSD