ANNUAL
REPORT
2022
Business Registration No. 38 18 30 01
Nordic Aqua A/S
Hundegade 1, 6760 Ribe, Denmark
Business Registration No. 38 18 30 01
Contents
About Nordic Aqua 3
Nordic Aqua in brief 3
Timeline 4
Highlights 5
Key Figures 6
Letter from CEO 7
About Nordic Aqua 10
Sustainability at Nordic Aqua 22
Corporate Governance 37
Market 40
Board of Directors Report 43
Financial Statements 60
Key Figures 61
Consolidated Statement of Comprehensive Income 62
Statements of Financial Position 63
Statement of Cash Flow 64
Statement of Changes in Equity 65
Notes on the Consolidated Financial Statements 66
Financial Statements Parent Company 81
Income Statement 82
Balance Sheet 83
Statement of Cash Flow 84
Statement of Changes in Equity 85
Notes to the Financial Statements Parent Company 86
Parent Company Details 90
Independent Auditor’s Report 91
Nordic Aqua Annual Report 2022
Gaotang
Beijing
12 hours
800 million
consumers
5 hours
100 million
consumers
Hong Kong
Shanghai
Nordic Aqua
in brief
Stage 1 is fully financed, and will be com-
pleted within Q4 2023, with an annual ca-
pacity of 4,000 tonnes of Atlantic salmon
Stage II, adding another 4,000 tons annu-
al capacity is also fully financed when
cash from operations in 2024 and 2025 is
included, and when completed in 2025
as scheduled, the total annual capacity
will be 8,000 tonnes.
Existing plan for 20,000 tonnes and an
ambition to reach 50,000 tonnes, includ-
ing replications at other locations
Uniquely located in greater Shanghai
area, with access to about 100 million
customers within 5 hours
World-class RAS team providing the best
land-based salmon farming experience
and know-how plus a management team
with extensive experience in building and
operating businesses in China
Dedicated support from local authorities
and leading industry players
Nordic Aqua is a Nordic land-based salmon
farming company, using cutting-edge technolo-
gy and expertise to set up the first fully integrat-
ed and commercially scaled Recirculating Aqua-
culture System (“RAS”) farm for Atlantic salmon
located in Ningbo, China. Construction of Stage
1 started in Q2 2021, with the first inlay of Atlan-
tic salmon eggs made in March 2022. With the
first harvest scheduled in Q1 2024, Nordic Aqua
will be the first local producer of truly sustain-
able salmon to the Chinese market, positioned
to deliver fresh and locally farmed Atlantic salm-
on to about 100 million of China’s wealthiest
consumers within 5 hours and 1.4 billion con-
sumers within 24 hours.
Dense population and high purchasing pow-
er in cities nearby
High growth potential for premium quality At-
lantic salmon driven by rising middle-class in
China
Well established infrastructure in China en-
ables fast and sustainable transportation of At-
lantic Salmon to key markets.
3
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
2016
Nordic Aqua ApS is incorporated
First cooperation agreement with Chinese government
2020
Loan Agreement of MEUR 25 with Eksfin and Rabobank
Private placement of MEUR 60
Nordic Aqua listed on Euronext Growth under ticker
NOAP
2018
Recruiting of key personnel
Chinese subsidiary incorporated and operating licenses granted
Private placement of MEUR 3
2023
Installation of RAS 4 completed, fish transferred from RAS
3 to RAS 4 in February 2023
Capital increase of 199 MDKK (300 MNOK) March 2023
Conducted ESG materiality assessment
Timeline
2022
Hatchery and RAS 1 completed, with inlay of first
eggs in hatchery on 9 March
Installation of RAS 2 completed, fish transferred
from RAS 1 to RAS 2 in July
Installation of RAS 3 completed, fish transferred
from RAS 2 to RAS 3 in November
2021
Construction initiated on stage 1 – 4,000 tonnes
Business Plan updated to 20,000 tonnes
Final rental agreement signed with local Chinese
government
Signed banking agreement with Bank of Ningbo
for working capital facility of RMB 35 million
4
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
5
Nordic Aqua Annual Report 2022
Highlights
• Project on time and on budget
• First group of fish has by end April 2023 an average weight
of 350 g
• Capital increase of approximately 199 MDKK (300 MNOK)
in March 2023
• Strong salmon price development to the Chinese market
• Available liquidity of 316 MDKK as of 31.12.2022, including
cash and undrawn credit facilities
• Capex of 160 MDKK in 2022 out of total 273 MDKK
ABOUT NORDIC AQUA
Key figures
(figures in DKK 1 000) 2022 2021 2020 2019 2018
Operating Revenues 456 620 0 0 0
EBITDA -27,531 -17,586 -18,987 -5,701 -3,843
EBIT -28,053 -17,752 -18,990 -5,703 -3,843
Profit / (loss) before taxes -40,763 -27,505 -25,507 -5,801 -3,843
Cash flow from investment activities -160,172 -108,175 -14,715 -8 0
Cash flow from financing activities 0 0 429,669 0 17,901
Payments for fixed assets -160,172 -106,997 -5,431 0 0
Net cash flow -184,413 -129,941 390,758 -4,890 188
Available cash 93,058 277,345 399,588 9,250 1,234
Net Interest-bearing liabilities 0 0 0 0 0
Total assets 384,994 405,962 414,934 9,422 15,302
Equity 358,780 398,456 412,959 8,702 14,514
Equity ratio 93.2% 98.2% 99.5% 92.4% 94.9%
*Equity ratio = Equity / Total assets x 100
6
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
Significant
advancements
in Nordic Aqua
Letter from CEO
After solid operations in 2022 and a successful capital
raise in February 2023, Nordic Aqua has secured the
path to reach an annual production of 8,000 tonnes. The
next step will be to set the course towards 20,000 tonnes.
Last year turned out exactly as we had planned for, and
by the end of the year Nordic Aqua was on time and on
budget with our exciting project. We have gotten so far
despite well over two years of a challenging pandemic.
With strong support from local authorities and leading
industrial partners in collaboration with an experienced
team with unmatched RAS execution capabilities, we are
firmly on the track we need to achieve our goals.
I dare to say that we received the recognition for this
work in early February when we carried out a capital
raise of approximately 199 MDKK (300 MNOK). We en-
tered into an agreement with AKVA group for a facility for
8,000 tonnes per annum to be completed by 2025. At
the same time, we entered into an agreement with the
Chinese authorities for construction and infrastructure
7
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
up to 8,000 tonnes based on the same model as for
4,000 tonnes.
We take the combination of last year’s development, the
reception in the capital markets and the commitment of
our partner as a clear testimony that we are on the right
track.
2022 also marked a year during which our company
made significant strides towards building a sustainable
operation. Having a new team with us from the start of
the journey gives us confidence that we can embed our
values and have everyone behind our new ESG priori-
ties: to enable people to eat sustainably; to develop a
business model which treads lightly on the planet; and
to support people to live well.
We have had a good start to the operation of the facility
and the fish are growing well. By mid-April 2023, the
salmon in the first batch have grown to 350 grams on av-
erage. Hence, the growing conditions seem right, and
we look forward to delivering the first Atlantic salmon
from the facility to the local market in the first quarter of
2024.
China is fast becoming the world’s biggest consumer
market and Ningbo is among the wealthiest and fastest
developing cities in China. This presents a great market
opportunity for us. We are also well positioned to benefit
from the rapid increase in renewable energy infrastruc-
ture in China.
As of today, Nordic Aqua is the only producer of Atlantic
salmon in China. We have access to a massive consumer
market within a few hours’ drive of our production site.
The prices we will achieve in this market will be signifi-
cantly higher than we are otherwise used to, and we will
avoid the expensive and unsustainable transport by air
from, for example, Norwegian production sites.
Nordic Aqua certainly feels that we are welcomed in Chi-
na and the local authorities are supporting our business-
es in a very good way. For the Chinese authorities, this is
important food production supporting in a positive man-
ner the ambition to turn Ningbo and Xiangshan into a
centre of excellence for aquaculture.
We are developing a business which is creating shared value
for society in China, by contributing to the modernisation and
restructuring of aquaculture while at the same time, develop-
ing a solution to global environmental challenges caused by
current food systems. Our new ESG plan will focus on how to
manage diverse risks we potentially face, for example impacts
from climate change, freshwater scarcity, geopolitical risks
and human rights risks. It will help will us narrow in on the
most critical dependencies and impacts we have on natural,
human and relationship capital so we can build a sustainable
business.
8
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
As we are fast approaching first harvest, we have been
contacted by several players who want to enter into pur-
chase agreements. We intend to use the coming months
to finalize the set-up for commercial agreements and we
are looking forward to bringing our premium product to
the marketplace.
As Nordic Aqua is about to enter a particularly exciting
phase, it was important to put in place an extended
board with strong experience and expertise. As CEO, I
am very pleased that this was achieved at the end of the
first quarter.
Board room capacities like Atle Eide, Therese Log Berg-
jord and Aino Olaisen all joined the board on 30 March,
bringing everything from senior executive experience
via proven trackrecords in building industry-leading
companies in the seafood industry to a wealth of experi-
ence from long-term operations in China. Add to that ex-
tensive competence in building high performing com-
pany cultures, and we have what it takes to bring Nordic
Aqua to the next level.
I really look forward to working with the the new board,
all my highly motivated colleagues and all our partners
on the exciting path towards 20,000 tonnes and beyond.
Ragnar Joensen
CEO
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Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
About
Nordic Aqua
Nordic Aqua will provide the Chinese market with live
and locally farmed, high-quality Atlantic salmon farmed
in a sustainable and state-of-the-art RAS facility located
in Xiangshan county of Ningbo.
4,000
Initial annual
capacity
TONNES
10
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
Our mission
Our mission is to be the first to deliver live and locally
farmed Atlantic salmon direct to the Chinese consumer,
saving airfreight cost and import duties and significant-
ly reduce the carbon footprint.
To achieve our mission, Nordic Aqua uses only state-of-
the-art technology and best farming practices to
demonstrate how China can sustainably satisfy its
fast-growing appetite for high-quality protein.
STAGE 1
Hatchery, administration,
utilities and grow-out facility for
4,000 tonnes
STAGE 2
Grow-out facility for
+4,000 tonnes (Total
8,000 tonnes)
STAGE 4
Option for expansion
with 30,000 tonnes
STAGE 3
Grow-out for +12,000 tonnes
(total 20,000 tonnes)
ROADMAP TO 20,000 TONNES AND BEYOND ON GAOTANG ISLAND PIPELINE WITH ATTRACTIVE UPSIDE
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
STAGE 1
Gaotang project
4,000 tonnes
STAGE 2
Gaotang project
8,000 tonnes
STAGE 3
Gaotang project
12,000 tonnes
EXPANSION
Gaotang project
30,000 tonnes
REPLICATION
Beijing and Hong Kong
20,000 tonnes
2022 2024 20252023 2026 2027 ... ... ... ... ...
HOG
Tonnes
Strategy
Nordic Aqua A/S, through its 100% owned company in
China, Nordic Aqua (Ningbo) Co. Ltd., is well underway
in building a RAS-based salmon farm in Ningbo, the first
of its kind in China, with an initial annual capacity of
4,000 tonnes. With the capital increase of approximately
199 MDKK (300 MNOK) in March 2023, the company in-
itiated stage 2, enabling an increased production to
8,000 tonnes in 2026. Underlying the company’s target-
ed production volume is an assumption of 127 kg (live
weight equivalent, or lwe) per m
3
tank capacity.
11
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
0
2000
4000
6000
8000
10000
120 00
14000
0 10 20 30 40 50 60 70 80 90 100 110 120 130 140 150 160 170 18 0 190 200
Kg lwe/ m3
Zone actually reached*
*Based on personal communication with current industry players
Kg lwe/m
3
Phase 2 volume
NOAP
127
NOAP
150
Reducing
EBIT cost/kg
by NOK5
ASSUMED PRODUCTION CAPACITY
Stage 2 production volume for different kg (lwe) / m
3
Based on management’s own experience and dis-
cussions with other industry players, the actual
achieved annual production capacity per tank vol-
ume for land-based salmon farmers today has been
100 – 135 kg (lwe) per m
3
. In the company’s facility in
China the assumed production capacity is 127 kg
(lwe)/m
3
, which is within that range. If the farm in
Gaotang are able to increase output from 127 kg/m
3
to 150 kg/m
3
, the total capacity of stage 2 would in-
crease from 8,000 tonnes to 10,000 tonnes per year.
The RAS farm is located on the Gaotang island, in Xiang-
shan county of Ningbo municipality, providing excel-
lent logistics to Greater Shanghai and the rest of China.
The dedicated land area has the potential to accommo-
date an annual production capacity of 20,000 tonnes,
with further expansion option to reach annual capacity
of 50,000 tonnes of Atlantic salmon.
The overall objective is to start actual construction of
the expansion within 2023, and therefore to gradually
increase annual capacity to reach 20,000 tonnes capac-
ity by 2027.
Our mission is to be the
first to deliver live and
locally farmed Atlantic
salmon direct to the
Chinese consumer
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Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
Project Execution
Construction of stage 1 commenced in Q2 2021. This
first stage includes a stepwise construction of a 4,000
tonnes grow-out facility and a smolt facility.
Stage 2 and 3 are expected to bring total annual produc-
tion to 20,000 tonnes by 2027. The company is leasing
land, facilities, and infrastructure from the local govern-
ment at a fixed lease fee, consequently this is not includ-
ed in the company’s capex budget. Financials for stage
3 have not been formalized, but the company expect
them to be on similar terms as for stage 2, resulting in a
total project cost of MDKK 2,000 (MNOK 2,800) (exclud-
ing lease capex).
On 9 March 2022 the company successfully completed
the first inlay of eggs to the hatchery. With this, the com-
pany entered the next phase, moving from the project
phase to early phase production. The eggs introduced in
the hatchery are quality eggs produced by Benchmark
Genetics Iceland and have been directly imported in ac-
cordance with the license issued by local authorities.
Since the first inlay of eggs, an additional 4 inlays of eggs
have been undertaken from June 2022 to March 2023.
Expected Stage 1 Stage 1+2
Stage 1+2+3
(flexibility)
Annual volume tonnes (HOG)
5
4,000 8,000 20,000
RAS Capex
1
/ kg (HOG)
5
125 NOK 134 NOK 140 NOK
Lease financed capex
2
/ kg (HOG)
5
45 NOK 43 NOK 41 NOK
Working capital / kg (HOG)
5
27 NOK 28 NOK 25 NOK
EBITDA cost
3
/ kg (HOG)
5
52 NOK 49 NOK 44 NOK
EBIT cost / kg
3
(HOG)
5
57 NOK 58 NOK 51 NOK
1) Capex relates to RAS equipment, building excluded (leased)
2) Estimated capex financed under lease with local government
3) Assumed feed cost of NOK 24 / kg. HOG, compared with current price of 28 NOK / kg. HOG. Two yeas average of 21 NOK / kg. HOG
4) This overview is presented in NOK, because the salmon prices are settled in NOK.
5) HOG: Head-on-gutted
Project Economics – 3 stages
Q1
2022
Q2
2023
Q2
2022
Q3
2023
Q4
2022
Q4
2023
Q1
2023
Hatchery RAS 1
RAS 2
RAS 3 RAS 4 RAS 5
RAS 6
RAS 7
RAS 8
RAS 9
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Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
Technology
Nordic Aqua is applying leading RAS technology and
know-how to develop the land-based salmon farming
facility. Nordic Aqua is very satisfied with the dedicated
support shown by local authorities, which have deliv-
ered on time and with a committed interest in ensuring
steady progress. Moreover, Nordic Aqua has employed
their own RAS team with extensive experience in suc-
cessful operation of similar RAS systems.
Our technology supplier, AKVA Group offers a complete
solution where operating cost, user friendliness, mainte-
nance cost and other factors are optimized. The system
is a turnkey delivery with flexibility in assembling, allow-
ing the company to utilize its long experience in building
RAS facilities.
The first 4,000-tonnes facility is divided into 9 RAS de-
partments, with the hatchery and RAS 1-3 in a separate
6,200 m
2
smolt building over two floors, which also in-
clude offices, service functions, canteen. In this building
RAS 11-13 used for smolt production in Stage 2. The
larger RAS 4-8 units will be located in the larger 29,000
m
2
production building, where also the purging unit and
processing plant will be located.
Stage 1
Stage 2
Stage 3
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Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
RAS 10.4RAS 10.3RAS 10.2RAS 10.1 RAS 10.5 RAS 10.6 RAS 10.7 RAS 10.8 RAS 10.9
RAS 10.10RAS 10.11RAS 10.12RAS 10.13
RAS 8RAS 7RAS 6RAS 5RAS 4
RAS 9.2 RAS 9.3RAS 9.1
Engine
room
Engine
room
Engine
room
Feed
Feed
room 2
Tech
room
Lime
Buffer
Processing
Feedroom 1
Buffer
Fish
transport
Fish
transport
Buffer
Lime
RAS 11 RAS 1
RAS 12 RAS 2
RAS 13 RAS 3
Stage 1
Stage 2
Stage 3
The basic idea with the AKVA RAS systems is to clean
the water from the fish tanks so it can be reused and
maintain an optimal water quality for the Atlantic salm-
on. The basic stages in the water cleaning process are:
• Mechanical filter to remove particles
• Biofilter to remove ammonia and keep the water clear
• Degasser to remove CO
2
from the water
• Ozone to clear the water
The water cleaning system is designed with focus on
maintaining good water clearance for optimum fish per-
formance. The mechanical filters are well dimensioned
and the biofilters are fixed so they are used for cleaning
out micro particles. Finally, ozone will be dosed at low
levels, also for keeping the water clean.
Nordic Aqua sources the water from the ocean right next
to the facility in the Gaotang Sound. After several years of
monitoring and testing, the company is confident that
the raw water is of the superior quality suitable for salmon
farming. Before entering the fish farm, the raw water will
be thoroughly filtered with sand filters and cartridge fil-
ters down to 5 microns before it is sterilized with UV/
ozone for preventing diseases and parasites from enter-
ing the fish farm. Recent RAS history both in Norway and
abroad has shown that incidents of fish mortality mostly
occur with RAS systems with high saline water, which
15
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
also is the reason that Nordic Aqua has chosen to run the
systems with low salinity. This is accomplished by pro-
ducing freshwater from the seawater with reverse osmo-
sis membrane filters. Our RAS team in Nordic Aqua has
decades of experience from operating RAS systems with
low salinity, without any major incidents of fish loss.
At the outlet of the fish farm and before the water leaves
the RAS systems back to the ocean, it is cleaned to very
high standards, and the removed particles are excellent
fertilizers for neighbouring agriculture.
RAS TechnologyFiltration and
ultra-filtration
UV/Ozone filter Seawater to
freshwater
Cleaning outlet to
use as fertilizers
Clean water
back to the sea
Seawater
pumps
Sludge
Ozone
20-25%
Solar panels
to produce
OF THE ENERGY
CONSUMPTION
The main energy source is the local 400 GWh solar
and wind power facility. Moreover, the roofing of
the Atlantic salmon farm will be covered with solar
panels to produce a considerable part of the ener-
gy consumption on site.
16
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
Partners
Dedicated support from local government is very impor-
tant when setting up new businesses in China. Sustaina-
ble and RAS-based Atlantic salmon farming is an encour-
aged business in China, and the local government of
Ningbo and Xiangshan have supported the project from
the very beginning. This is demonstrated in the Cooper-
ation Agreement already executed between the Xiang-
shan government and Nordic Aqua (Ningbo) Co. Ltd, in
which the government provides land, infrastructure, util-
ities and tailor-made facilities on a long-term lease at fa-
vourable terms, including an option to purchase within
the terms. In April 2021, Longyuan Construction Group
Co. Ltd., one of the leading construction companies in
China, was selected as the main contractor for all infra-
structure, utilities, and facilities. Longyuan is aligning
construction work with the dynamic and complex ongo-
ing RAS installation work. Nordic Aqua is very satisfied
with the dedicated support shown by local authorities,
which have delivered on time and with a committed in-
terest in ensuring steady progress. The lease agreement
is for an initial 8,000 tonnes. Initial discussions with the
local government on principle terms and conditions to
expand the annual capacity to reach 20,000 tonnes at
the current location and contracted land area are in pro-
cess.
The eggs used in the hatchery
are quality eggs produced by
Benchmark Genetics Iceland
and have been imported in ac-
cordance with the import li-
cense issued to the company by
local authorities.
AKVA group has more than 30
years of aquaculture engineer-
ing experience. Their team of
world leading experts are re-
nowned for designing sustaina-
ble recirculation and land-based
fish farming systems that are
second to none.
As the turnkey supplier of tech-
nology, process equipment and
the subsequent installation and
commissioning, AKVA Group is
on site, together with its local
subsupplier contracted to do
the mechanical and electrical in-
stallation. AKVA Group and its
subsuppliers share offices with
Nordic Aqua’s project team and
meets with the contractor on
regular basis.
Skretting is the global leader in
providing innovative and sus-
tainable nutritional solutions
and services for the aquaculture
industry. Skretting will provide
their latest development within
specialised RAS feed from their
dedicated product line.
MAIN PARTNERS
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Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
Board of Directors
Organisation, board of directors and management
Atle Eide
Chairman of the Board
Atle Eide is Norwegian and has held
numerous high-level positions in the
seafood industry, as well as in finance
and the global agriculture industry.
Such positions include CEO of Mowi
(Marine Harvest), a company Eide es-
tablished supported by John Fredrik-
sen and Tor Olav Trøim as lead share-
holders, Hydro Seafood; the first
global salmon farmer of size. Eide has
also been chairman of Norway Royal
Salmon and Salmar. Eide was also sen-
ior partner in HitecVision, the leading
private equity fund in Norway. He was
also CEO in Kverneland, at the time a
listed company and the largest pro-
ducer of agricultural implements in
the world. Eide is currently chairman
of Lake Harvest Group, a leading Afri-
can Tilapia producer. Eide is an active
investor and hold bord-member ships
in companies where he is invested.
Aino Olaisen
Board Member
Aino Olaisen is a Norwegian citizen.
She is a owner and now the chair-
person in the family controlled compa-
ny Nova Sea. She has held various
board positions in many companies
and organisations within the aquacul-
ture sector in Norway and abroad. On
a daily basis she runs her own invest-
ment company “Aino as”, where the
main focus is to invest in new technol-
ogy in aquaculture.
Knut Nesse
Board Member
Knut Nesse is a Norwegian citizen,
working as CEO of AKVA group ASA, a
position he has held since November
2019. Prior to his current positions, Mr.
Nesse has extensive experience as a
CEO in leading international compa-
nies, including six years as CEO of
Skretting Group (part of Nutreco) and
six years as CEO of Nutreco. Mr. Nesse
has vast experience from board posi-
tions in several companies.
Mr. Nesse holds an MBA from the Nor-
wegian School of Economics and
Business Administration (NHH).
Therese Log Bergjord
Board Member
Therese Log Bergjord is a Norwegian
citizen, working as CEO of Skretting
and member of the Management
Board of Nutreco.
Before her current position, Therese
previously worked in aquaculture
where she held various leading posi-
tions across the value chain in salmon
feed as global sales director for Skret-
ting, in fish farming and fish process-
ing in Pan Fish (Now MOWI). She
worked eight years for Compass
Group; a leading food service compa-
ny and she started her career in the oil
and gas industry where she spent 16
years in ConocoPhillips in a number of
leadership roles.
Vegard Gjerde
Board Member
Vegard Gjerde is a Norwegian citizen.
He holds a MSc in Finance from the
Norwegian School of Economics
(NHH) and works as Investment Direc-
tor in Kontrari. Vegard represents Kon-
trari in numerus boards both as Chair,
member, and observer.
18
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
Ragnar Joensen
CEO,
NOAP
Ragnar Joensen is a Faroese citizen
with extensive management experi-
ence from the aquaculture industry.
Prior to the Company, he worked 17
years as Managing Director at Marine
Harvest (now Mowi). He has also been
in executive positions at Marine Har-
vest Faroes, Marine Harvest Norway
and Marine Harvest ASA. Furthermore,
Mr. Joensen has held several board
positions at leading aquaculture com-
panies.
Mr. Joensen holds a M.Sc. in Engiener-
ing, Aquaculture from Aalborg Univer-
sity, Denmark, and an MBA from the
University of Warwick, UK.
Hjalti Hvítklett
CFO,
NOAP
Mr. Hjalti Hvítklett is a Faroese citizen
with experience as CFO and auditor.
Prior to this position, he worked as
CFO at P/F Pelagos from 2014 to 2021.
From 2002 to 2014, he worked as an
auditor.
Mr. Hvítklett holds a Master of Science
(MSc) in Business Administration and
Auditing (Cand. merc. aud.) from
School of Business and Social Sci-
ence, Aarhus University.
Arne Knudsen
Project Manager,
Nordic Aqua Ningbo
Arne Knudsen is a Norwegian citizen
but has lived and worked in China for
20 years. He has held various manage-
ment positions while working in Chi-
na, most of them as General Manager
of TTS Marine, where Mr. Knudsen
was in charge of setting up their entire
business operations. Before moving to
China, Mr. Knudsen has worked in
senior positions mostly related to the
marine industries and held senior po-
sitions with companies such as Reber
Shindler Heis AS, Hydralift ASA, Hy-
dralift Marine AS, and TTS Marine ASA.
Mr. Knudsen holds a Machinist exam,
Maritime school in Kristiansand, and is
a certified Engine and Construction/
Design engineer from Ålesund Col-
lege.
Ove Nodland
Chairman and legal representa-
tive, Nordic Aqua Ningbo
Ove Nodland is a Norwegian citizen
but has lived and worked in Ningbo,
China since 1999. He has more than
25 years’ experience working in Asia
in various management positions, in-
cluding setting up and being the CEO
of Nordic Industrial Park in 2002,
where he has advised and supported
50 companies in setting up their busi-
ness operations in China. Ove is the
founding partner of Nordic Aqua and
initiated the project in 2014. Before
moving to China, he held manage-
ment positions in various companies
in Norway.
Mr. Nodland is an Honorary Citizen of
Ningbo and is a Qualified Mechanical
Engineer from the Stavanger College
of Technology.
Catherine Shen
Chief Administration Officer,
Nordic Aqua Ningbo
Catherine Shen is a Chinese citizen
residing in Ningbo. Ms. Shen has ex-
tensive experience in setting up and
holding management positions with
foreign companies operating in China.
Ms. Shen has been instrumental in the
structuring and development of the
company. Ms. Shen has extensive ex-
perience in liaising and negotiating
with government authorities and bu-
reaus and possesses an in-depth un-
derstanding of applicable rules and
regulations, taxes and duties, financ-
ing, and HR-related issues.
Ms. Shen holds an MBA from BI –
Fudan University, a Master’s Degree
from BI Norwegian Management
School, and a Bachelor of laws from
the University of International Busi-
ness and Economics, majoring in inter-
national business law.
Organisation, board of directors and management
Management
19
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
Johan Toftegaard
RAS and fish production expert,
Nordic Aqua Ningbo
Johan Toftegaard is a Faroese citizen
with more than 20 years of experience
in producing salmon in RAS systems.
He comes from the position as Fresh-
water Manager at MOWI Faroe Is-
lands.
Mr. Toftegaard is a mechanical engi-
neer and has been responsible for the
construction of several land-based
systems at MOWI and as a consultant
in other companies.
Mr. Toftegaard will assure that his ex-
tensive experience and know-how are
considered during design and con-
struction of the RAS system and will be
responsible for setting up and imple-
menting RAS operational procedures
and practices.
Bergur Magnussen
Assisting Farm Manager,
Nordic Aqua Ningbo
Bergur Magnussen is a Faroese citizen
with more than 30 years of experience
in producing salmon and trout in flow-
through and RAS systems. Bergur has
held various managerial positions in
the Faroese and Danish aquaculture
industry and has worked as an inde-
pendent fish farmer over the past 12
years.
Mr. Magnussen has been responsible
for the production of hundreds of fish
groups in his career. In addition, he
has been responsible for the construc-
tion of several land-based systems
through his management positions as
well as he has assisted as advisor in
other companies.
Ola Frøvik
Farm Manager,
Nordic Aqua Ningbo
Ola Frøvik is a Norwegian citizen (born
in 1983) with more than 11 years of
RAS salmon farming experience. He
has held various positions within the
industry, including positions as Man-
aging Director of Vågafossen Settefisk
AS and Operation Manager of MOWI,
Vågafossen. As Farm Manager, Ola
will be responsible for the entire RAS
operation, including the important
task of implementing best farming
practices and training local RAS oper-
ators.
Ola Frøvik has during his carrier within
the aquaculture industry attended a
variety of programs and courses at
University Nord, NTNU and UIB within
production biology, fish health and
WM6010-RAS.
Matthew Bell
Technical Manager,
Nordic Aqua Ningbo
Matthew Bell is a British citizen with a
solid mechanical engineering back-
ground, specialising in remote area
work. He gained his experience in RAS
farming in Arctic Norway.
Prior to working with RAS farming, Mr.
Bell worked as a mechanical engineer
for the British Antarctic Survey, main-
taining and building mechanical sys-
tems at a research station and also in
deep field Antarctica.
Mr. Bell also has experience as a tech-
nical specialist/trainer for a German
mechanical handling company.
Mr. Bell is a qualified mechanical engi-
neer from Barnfield Technical College,
UK.
Organisation, board of directors and management
Continues on next page
Management
20
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
Yong Tan
Construction Quality Manager,
Nordic Aqua Ningbo
Yong Tan is a Chinese Citizen residing
in Shanghai. Mr. Tan has 20 years’ ex-
perience in quality management and
project management in various multi-
national companies, with more than
10 years in management position.
Mr. Tan is good at quality manage-
ment, problem solving, process im-
provement, team management and
data analysis. He has extensive project
management experience mainly in
shipbuilding, offshore, and oil & gas
industries.
Mr. Tan is a Lean Six Sigma Black Belt,
ISO9001 lead auditor, and holds a Col-
lege Diploma in Marine Engineering
from Bohai Shipbuilding Vocational
College and an MBA from Shanghai
University.
Høgni Lómstein
Processing Manager,
Nordic Aqua Ningbo
Høgni Lómstein is a Faroese citizen
with more than 20 years of processing
experience with Atlantic Salmon.
Mr. Lómstein has a degree from the
Faroese Fisheries School and has
been responsible for design and oper-
ations at different Atlantic Salmon pro-
cessing plants in the Faroe Islands.
Mr. Lómstein will assure that his exten-
sive experience and know-how are
considered during design and con-
struction of the Processing Facility at
Gaotang Island and will be responsi-
ble for setting up and implementing
processing procedures and practices.
Organisation, board of directors and management
Management
Company’s Management Profile
The Nordic Aqua A/S registered office is lo-
cated at Dagmarsgades Vand tårn, Hunde-
gade 1, 6760 Ribe, Denmark, and serves as
the business address for the members of the
Management in relation to their positions in
the Company.
21
Nordic Aqua Annual Report 2022
ABOUT NORDIC AQUA
Sustainability at
Nordic Aqua
Environmental, Social and Corporate Governance
ESG topics that
matter the most
In early 2023 we embarked on a materiality assessment
to help us determine the environmental social and gov-
ernance (ESG) topics which are most relevant to our
business today.
Nordic Aqua has just started to report about ESG, why
the ESG report does not constitute a compliant report
according to Danish GAAP § 99a and 99b.
We surveyed and interviewed a representative sample
of internal and external stakeholders to get their views
on most material risks and opportunities, determined
both by local and international drivers.
A summary of the ESG issues we plan to
prioritise in this first stage of our strategy
is presented in the following pages.
EAT SUSTAINABLY
Atlantic Salmon for
healthy families
TREAD LIGHTLY
Local food for a
sustainable planet
LIVE WELL
Healthy corporate
citizenship
♥
This process has helped us narrow in on the most criti-
cal dependencies and impacts we have on natural, hu-
man and relationship capital so we can build a sustaina-
ble business. A more focused approach will help us
meet our stakeholders needs as well as getting a deep-
er understanding of how we can enable people to eat
sustainably; how we can tread lightly and encourage
others to as well; and how we can support people to live
well. These will be the three pillars under which we will
organise our work.
Our ESG reporting has been developed with reference
to the SASB Meat, Poultry & Dairy Standard and Coller
FAIRR Index reporting categories. In future, we plan to
align our reporting with SASB, where possible.
23
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
Eat sustainably
For us, this means high-welfare, high-quality, food
which sustains our customers’ health.
Fish health and welfare
This is one of, if not the most important focus for us. En-
suring the optimal welfare of our salmon is critical. This
means following leading standards spanning the salm-
on’s life under our care. Here we also see a responsibili-
ty to demonstrate responsible leadership by developing
new standards in China, where where Atlantic salmon
land-based aquaculture is in its infancy.
♥ Customer health
Farmed Atlantic salmon is a rich source of omega-3 fatty
acids, minerals, and vitamins. Health authorities world-
wide are recommending a higher intake of marine pro-
tein, especially oil-rich fish like Atlantic salmon to pre-
vent cardiovascular diseases. In Nordic Aqua, we will
ensure high nutritional value through the feed we chose
and secure food safety through strict hygiene stand-
ards.
Customer satisfaction
Producing food is close to market is one of our unique
selling propositions. As well as the numerous environ-
mental benefits this goes hand-in-hand with, it will ena-
ble us to offer customers a high quality product which
reaches customers quickly. Having our customers rec-
ommend our salmon, will be a key indicator of a suc-
cessful strategy.
What’s important and why
ESG topics that matter the most
24
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
Tread lightly
For us, this means being mindful of the demands and
impacts we place and have upon the planet.
☼ Climate
Our key purpose is to produce low-carbon food, close to
market. Our climate and energy strategy will be focused
firstly on ensuring that neither we nor our suppliers con-
tribute to climate change. As well as avoiding carbon-in-
tensive transportation, we will be producing and using
renewable energy to run our operations and working
with suppliers who do the same. Secondly, we will be
making choices which consider future climate risks.
Water & resource use
The global food system is responsible for the single
most significant demand and impact on natural resourc-
es, including fresh water. In China, freshwater is gener-
ally a scarce resource. As this natural resource comes
under further pressure, it will become more important to
find the most water-efficient production methods. As
well as maintaining low use of water per kilo of salmon
we produce, we will also be ensuring that the feed we
buy from our suppliers does not exploit natural resourc-
es unsustainably and can be traced back to its source.
Land-use & biodiversity
Food production is also a direct driver of biodiversity
loss, whether it be through deforestation of land, or in-
troduction of alien species. For us this will mean avoid-
ing and minimising potential negative impacts on biodi-
versity at every stage of the value chain. This includes
impacts on other wildlife or ecosystems, for example,
from fish escapes to the careful procurement and effi-
cient use of feed.
Waste & pollution
Another driver of biodiversity loss is pollution of natural
systems. For us this will involve avoiding and minimis-
ing pollution of the environment at each stage of the
value chain, including effluents from production, and
the potential indirect waste pollution from end-of-life
stage of our products.
Investment into innovation, research
and development
Our company is breaking new ground in the world’s
fastest growing food system. Our business model and
market approach is in itself innovative, particularly in
the Chinese market. Staying at the forefront of innova-
tion to ensure a leading approach to sustainability and
value creation will be a key priority as we develop the
business.
What’s important and why
ESG topics that matter the most
25
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
♥
ESG topics that matter the most
26
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
Our plan to manage
these issues
In early 2023, we developed and revised our ESG strate-
gy based on the material issues on page 23. Our areas of
focus and approach will evolve as our business matures
and as we develop our understanding of our material
issues and the various international frameworks, stand-
ards and regulations connected to them.
Through our business model and our approach to creat-
ing value for society, we are already positively contribut-
ing to a number of the UN Sustainable Development
Goals. We will be looking for ways to increase the poten-
tial positive contribution to other goals and taking re-
sponsibility to mitigate potential negative impacts on
other goals. Below is an outline of how our approach is
mapped to the goals. In our next report, we will include
a more detailed update on how we are contributing to
the targets under relevant goals.
27
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
Customer health
Our approach in Nordic Aqua is to secure food safety
through the strictest hygiene standards as well as rais-
ing our fish free from antibiotics, parasites, and hor-
mones. We also will
Customer satisfaction
Our approach to meeting customer needs will be lead-
ing. Serving the local market will enable us to get our
product to our customers quickly without compromis-
ing its quality. We are also committed to ensuring our
values, customer service, and high safety standards are
translated through the value chain all the way to our
end customer.
Atlantic salmon a healthy protein and rich source of
omega-3 fatty acids, minerals, and vitamins. To ensure
the highest quality and cleanest product, we are raising
our salmon free from pollution and antibiotics.
OUR APPROACH AND GOALS
Fish health and welfare
Our approach is to have our Atlantic salmon swim in
pristine water, securing good fish welfare, By following
the best available standards to raise our salmon in
well-controlled environments, the loss of fish in produc-
tion will be minimised and during food processing. Our
Quality function closely monitors and documents fish
health welfare, ensuring optimal conditions at every
stage of the production process.
Eat sustainably
Atlantic Salmon for healthy families
Our goals are to:
• Achieve and maintain a market-leading
survival rate by 2025
• Adhere to the strictest animal welfare
standards by 2025
• Support Chinese market to establish a leading
land-based aquaculture standard by 2025
Our goal is to:
• Certify operations by Global-GAP and ASC by
2024
Our goal is to:
• Achieve a Net-Promoter Score above average
for Chinese market by 2025
Our plan to manage these issues
28
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
Water & resource use
Our approach at a local level, is to source all our own
freshwater from the adjacent sea to avoid competing
with local agricultural activities which depend on the
same freshwater. We are also using RAS (recirculating
aquaculture systems) technology to recirculate water.
Though RAS uses a limited amount of freshwater, we
have added the “Zero Water” cleaning systems, reduc-
ing the freshwater consumption to 10% of standard sys-
tems. So, instead of the normal consumption of around
400 L of freshwater per kg produced fish, the Zero Water
system can take the consumption down to 40 L of fresh-
water per kg produced fish. To ensure sustainable re-
source use to produce our feed, we are procuring feed
from suppliers who have targets to have full traceability
of their feed ingredients.
Land-use & biodiversity
Our approach is to ensure that all our activities have
minimal influence on biodiversity, both in our local area
by raising our salmon in a protected closed contained
environment on land, and internationally in our supply
chain through approach to responsible procurement.
Where we have the possibility, we will avoid or minimise
our impacts. To begin this journey, we will be focusing
on key areas of material impact we can have. Later we
will consider the possibility of a further assessment of
our impacts on different natural systems.
Tread lightly
Local food for a sustainable planet
Atlantic salmon farming is one of the most efficient ways
of using natural resources to produce a healthy protein:
it has a low carbon footprint, high energy and protein
retention efficiency and low water footprint.
OUR APPROACH AND GOALS
Climate
Our approach is to develop a climate resilient company
and value chain and with market-leading low GHG emis-
sions. We will ensure we do not contribute to climate
change, firstly by maintaining low operational emis-
sions through use of renewable energy (scope 1 and 2);
and secondly by avoiding carbon-intensive transporta-
tion, and only working with suppliers who have public
commitments to minimise their emissions (scope 3).
Our goals are to:
• Have 80% use of renewable energy sources by
2025 (scope 1 and 2)
• Engage suppliers in net-zero emissions
approach by 2025 (scope 3)
Our goals are to:
• Achieve lowest use of freshwater per kilo of
salmon on the market, with an initial target of
100 L per kilo by 2024
• Achieve and maintain 100% traceability of feed
raw materials by 2024
Our goals are to:
• Achieve and maintain zero deforestation in
supply chain by 2024
• Maintain zero escapes or impact on
indigenous fish species (ongoing)
• Achieve and maintain a market leading Feed
Conversion Ratio by 2024
• Have 100% of feed ingredients independently
certified as sustainable by 2024
Our plan to manage these issues
29
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
Waste & pollution
Our approach to waste and pollution begins with our
operational waste. China does not have specific regula-
tion for treating effluents from recirculated aquaculture
systems, but together with the local authorities, we have
set a high standard to ensure minimal impact on the
neighbouring ocean. Since we are producing Atlantic
salmon in low saline water, the collected waste from ef-
fluents is well-suited as fertilisers to local agriculture and
farmers.
Investment into innovation, research and development
Our approach is to use cutting-edge technology and ex-
pertise to set up the first fully integrated and commer-
cially scaled Recirculating Aquaculture System (RAS)
farm in China. Remaining at the forefront of the fast-
est-growing food system, will be a key driver of our strat-
egy. We will be investing resources into research and
the development of innovative solutions which drive
our sustainability.
Our goal is to:
• Receive recognition for being at the forefront
of investment into innovation by 2024
Our goals are to:
• Work with experts to minimise potential
environmental impacts from effluents
• Demonstrate responsible leadership in
approach to waste management (ongoing)
• 100% of packaging will be reusable, recyclable
or compostable by 2025
Tread lightly
Local food for a sustainable planet
Our plan to manage these issues
30
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
♥
Our plan to manage these issues
31
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
Live well
Healthy corporate citizenship
♥
Our plan to manage these issues
32
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
In 2022, we made considerable progress on the ESG
strategy. With a new articulated ESG strategy we have
now begun a more targeted approach to collecting and
monitoring data. This, coupled with a more advanced
stage of production, will enable us to improve our annu-
al reporting on our ESG priorities in 2023. Below is a
summary of the key progress we made in 2022.
Our ESG progress
in 2022
33
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
TOPIC NEW GOAL 2022 UPDATE
Fish health
& welfare
Achieve and maintain a market-leading survival
rate by 2025
Given our stage of production, we are not yet able to report this, but indications so far are very positive.
Adhere to the strictest animal welfare standards
by 2025
We are currently looking into different standards to find most appropriate for our operating context.
Support Chinese market to establish a leading
land-based aquaculture standard by 2025
RAS based farming of Atlantic salmon is a new to China. We have therefore made our knowledge and experience avaiable to relevant authorities in
the ongoing process of amending existing standards to this new principle of on-land RAS based Atlantic salmon farming.
♥
Customer
health
Certify operations by Global-GAP and ASC
by 2024
We have begun by conducting a gap analysis. We will now begin implementing the necessary measures meet these standards, which we will aim
to do once we have reached a more advanced stage in our production.
Customer
satisfaction
Achieve a Net-Promoter Score above average
for Chinese market by 2025
We will begin measuring this once our product is ready for market.
Eat sustainably
Our ESG progress in 2022
34
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
TOPIC NEW GOAL 2022 UPDATE
☼
Climate
80% use of renewable energy sources
(scope 1 and 2) 2025
In 2022, we were not fully operational and were using very little energy. We will be installing solar panels by end of 2023 and begin setting up
GHG reporting across the business.
Engage suppliers in net-zero emissions approach
by 2025
Though we have not yet incorporated this into our procurement policy, we are already selecting our suppliers based on their approach to climate.
One of our largest suppliers, Skretting, has committed to the Science Based Targets initiative (SBTi) that they will reduce 30% of scope 1 & 2
emissions and 58% of scope 3 emissions. In 2022, we also began work to get licenses for green energy from our electricity company.
Water &
resource use
Achieve lowest use of freshwater per kilo of salmon
on the market, with an initial target of 100 liters per
kilo by 2024
In 2022, we were using 125 liters per kilo of feed.
Achieve and maintain 100% traceability of feed raw
materials by 2024
We source our feed from Skretting who is focused on this goal, with a commitment to have all agricultural vegetable products traced back to the
country of cultivation by 2022 and a commitment to publish the origin and environmental sustainability of wild-caught and farmed seafood
sourced by global operations through the Ocean Disclosure Project.
Land-use &
biodiversity
Achieve and maintain zero deforestation in supply
chain by 2024
The main focus here will be initially on fish feed, and will be dependent on our supplier Skretting, who committed to carrying out an analysis in
2022 to understand the risks of deforestation and conversion in their supply chain. They also have a commitment to have all purchased soy and
palm deforestation-free by 2025.
Maintain zero escapes or impact on indigenous
fish species (ongoing)
Zero escapes reported in 2022.
Achieve and maintain a market leading Feed
Conversion Ratio by 2024
We will report this in our next ESG report, once we are at a more mature stage of production.
Have 100% of feed ingredients independently
certified as sustainable by 2024
Our feed supplier, Skretting, has a goal to source 100% of marine ingredients from sources audited and certified by Marine Trust or MSC.
Waste &
pollution
100% of packaging will be reusable, recyclable
or compostable by 2024
We are looking into recovery and reuse programmes for the packaging we will use, until we are able to commit to fully recyclable options.
Work with experts to minimise potential environ-
mental impacts from effluents by 2023
The effluents from our operations are carefully treated for all organic particles before the cleaned water is led back to the ocean. In 2022, we
begun a collaboration with the University of Wuhan department in Ningbo. We will report progress in 2024.
Demonstrate responsible leadership in approach
to waste management (ongoing)
We have accepted strictest waste management standard the local government. The effluent cleaning system we are building will be market
leading in China. In 2023 initiating discussion with suppliers such hired a company to do that – will have data in 2023
Investment into
innovation, research
and development
Receive recognition for being at the forefront
of investment into innovation by 2024
We will be applying for grants for investments into innovation to enable us to reach this goal.
Tread lightly
Our ESG progress in 2022
35
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
TOPIC NEW GOAL 2022 UPDATE
Working conditions
and human rights
across the value
chain
Track our most material human rights risks and
incorporate into Code of Conduct by 2024
While we already have a handbook which outlines our approach to human rights, we will be working on incorporating international declarations
into new code of conduct and then begin tracking our greatest risks.
Conduct a social responsibility audit by 2024 We will begin this in 2023.
Train all employees in chosen HSE standard
by 2024
We have begun develop a framework for this. Though we have not yet set targets around employee wellbeing, we are monitoring this and are
setting up a system to monitor LTI and absenteeism.
Meaningful work,
engagement and
work culture
Develop and train 100% of employees in company
strategy and ways of working by 2024
This will commence in 2023. We will also be launching employee satisfaction survey
Ethical business
conduct
& compliance
Develop a Code of Conduct and communicate to
all employees by 2024, and all suppliers by 2026
In 2022, we begun by training for key employees on Anti-bribery and corruption.
Community
investment, relations
and engagement
Develop community engagement programme
by 2025
While we are in regular contact with the local government and other community representatives, we will be developing a more systematic
approach.
Live well
♥
Our ESG progress in 2022
36
Nordic Aqua Annual Report 2022
SUSTAINABILITY AT NORDIC AQUA
Corporate
Governance
37
Nordic Aqua Annual Report 2022
38
Nordic Aqua Annual Report 2022
CORPORATE GOVERNANCE
39
Nordic Aqua Annual Report 2022
CORPORATE GOVERNANCE
Market
40
Nordic Aqua Annual Report 2022
China is by far the largest consumer and producer of
seafood in the world, and according to the OECD, China
is expected to account for 51% of global consumption
growth over the next 8 years. Atlantic salmon is still rela-
tively new to Chinese consumers, resulting in an esti-
mated modest relative consumption of ~100,000 tonnes
in 2023. However, Kontali expects consumption to grow
to 250,000 tonnes within 2030. A key demand driver is
familiarization of Atlantic salmon as a healthy source of
protein in the normal Chinese household. Today, all At-
lantic salmon is imported, mostly by air, resulting in
fresh Atlantic salmon being 4 days old when introduced
to the market, and with a high carbon footprint. Being
the first provider of locally farmed and day-fresh Atlantic
salmon to the Chinese market, we will introduce an at-
tractive alternative to Chinese consumers.
China customs statistics has official data on import pric-
es of fresh Atlantic salmon before customs clearance. By
adding import taxes and handling costs, it is possible to
project wholesale prices. The Export Price graph illus-
trates the strong wholesale prices in China during 2022.
Wholesale prices peaked in May with NOK 220/kg HOG
and by year end the prices were at NOK 153/kg. By us-
ing projected forward Atlantic salmon price to China of
NOK 87/kg from Fish pool 2022 and adding known im-
port taxes and handling costs only, this concludes with
a cost to the importer of NOK 140-146/kg.
· Market prices for fresh Atlantic
salmon are expected to remain
high even after current pandemic
restrictions have been eased and
airfreight costs reduced due to
increased capacity.
· We therefore expect to see
attractive margins for our locally
farmed Atlantic salmon also in
2024, our first year at full
capacity
· In December 2022, wholesale
prices in China were NOK 153/kg
HOG and with an EBIT cost/kg at
NOK 51 the implied margin
would be NOK 102/kg.
· Relative to FOB-Oslo prices at
NOK 79/kg HOG, the extra
margin in China in December
was NOK 74/kg HOG.
Export prices 2021 and 2022 from Norway to China, NOK/kg HOG
Market
41
Nordic Aqua Annual Report 2022
MARKET
This is well below wholesale prices. which management
observes to be varying from NOK 190-215/kg based on
various local market sources and freshness Nordic Aqua
appreciates that the global prices for Atlantic salmon in
very dynamic, however we have reasons to believe that
the margins will remain very attractive in spite of the dy-
namics in the global pricing of Atlantic salmon.
Nearly 100% of all Atlantic salmon consumed in China is
imported, mostly by airfreight as chilled salmon. Current
restrictions caused by the pandemic have resulted in
complicated packaging and customs clearance restric-
tions. This, combined with reduced airfreight capacity,
has resulted in very high prices of Atlantic salmon. We
do expect these restrictions to ease and the capacity of
airfreight to improve; however, the cost of imported At-
lantic salmon will continue to be high, and the Chinese
consumers will be willing to pay a premium price for lo-
cally farmed and high-quality Atlantic salmon available
within hours after being harvested.
It is the company’s view that a locally produced Atlantic
salmon could achieve a premium pricing on top of the
cost advantage when considering freshness and 24/7
delivery capacity, which eliminates the importer’s risk of
having to place spot orders ahead of sales.
Unique setup to meet market trend
Guaranteed freshness, food safety and quality are of ex-
treme importance to Chinese consumers. With basically
all Atlantic salmon being imported, Chinese consumers
are not always convinced of actual origin, freshness and
quality when ordering their Atlantic salmon. Our locally
farmed Atlantic salmon will guarantee freshness and
quality, with full traceability, expected to be well re-
ceived by local consumers.
The global shopping habits have changed towards on-
line shopping and direct home deliveries. China is lead-
ing this change, with +50% of their retail done online. A
great number of companies are now guaranteeing deliv-
ery of fresh groceries at the doorstep within less than
one hour from ordering, and predictions indicate that
online shopping and home deliveries will continue to
grow. An ever-increasing number of specialized compa-
nies within this fast growing segment continue to deliver
a broader range of high-quality seafood, including strat-
egies to work closer with farmers to reduce costs, short-
en delivery times and increase flexibility, without jeop-
ardizing quality and freshness.
We are currently the only company in China capable of
meeting such demand for fresh Atlantic salmon, and we
have therefore initiated discussions with leading compa-
nies and portals to prepare for cooperation from harvest-
ing all the way to the end consumer based on this new
future in retail shopping.
42
Nordic Aqua Annual Report 2022
MARKET
Board of Directors report
Nordic Aqua A/S (NOAP) is a public limited liability com-
pany incorporated in Denmark on 10 November 2016,
organized and existing under the laws of Denmark pur-
suant to the Danish Companies Act. NOAP was listed on
Euronext Growth in Oslo on 2 December 2020, under
the ticker “NOAP”.
Board of Directors
report
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Nordic Aqua Annual Report 2022
BOARD OF DIRECTORS REPORT
The company is in the process of transferring the juris-
diction of incorporation of Nordic Aqua A/S from Den-
mark to Norway, through a cross border merger be-
tween the Danish entity Nordic Aqua A/S and the
Norwegian entity Nordic Aqua AS. The Company’s busi-
ness will be continued in Nordic Aqua AS as a Norwe-
gian private limited liability company.
The merger will be completed in accordance with the
provisions of chapter 13 of the Norwegian Private Limit-
ed Liability Companies Act and chapter 16 of the Danish
Companies Act. Completion of the merger is subject to
customary conditions being fulfilled, including approval
by the general meeting of each of the merging compa-
nies. The changes to company’s legal structures have no
implications for existing shareholders, see page 53.
Upon the merger being finally completed by the compa-
ny registries in both Denmark and Norway, the shares of
The company is in the process of trans-
ferring the jurisdiction of incorporation
of Nordic Aqua A/S from Denmark to
Norway, through a cross border merger
between the Danish entity Nordic Aqua
A/S and the Norwegian entity Nordic
Aqua AS.
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Nordic Aqua Annual Report 2022
BOARD OF DIRECTORS REPORT
the Danish company will be deleted while at the same
time the new shares of the Norwegian company will be
issued and delivered to the investors. Technically, in the
VPS, the deleted Danish shares will be substituted by
the new Norwegian shares with a new Norwegian ISIN
number through an ISIN swap. In other words, there will
be no actual security movements taking place on the
VPS accounts of the investors. Their shareholding in the
VPS account will remain the same, except that the ISIN
number and name of the issuer will have changed.
The 100% owned subsidiary, Nordic Aqua (Ningbo) Co.,
Ltd, is a private limited liability company organized and
existing as a Wholly Foreign Owned Enterprise under
the Law of the People’s Republic of China (the “PRC”).
The RAS Atlantic salmon farm will be operated and man-
aged by Nordic Aqua (Ningbo) Co., Ltd, located in
Xiangshan county of Ningbo municipality.
Principal activities
The Group’s main activity is investments in breeding
systems for fish and shellfish as well as installing and
operating these systems.
Group structure
The Group comprises two entities. Nordic Aqua A/S acts
primarily as a holding company to its 100 % owned sub-
sidiary registered in China.
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Nordic Aqua Annual Report 2022
BOARD OF DIRECTORS REPORT
Operations
PROJECT STATUS
Following completion of the equity financing in Q4
2020, construction commenced in Q2 2021. Stage 1 of
the project continues to develop on time and within
budget. Since completion of the building for administra-
tion, hatchery facility and RAS 1, 2 and 3 (“the small
building”) in Q1 2022, focus has been on installation
and commission of the actual process equipment. Fish
were introduced into RAS 1 in June, in RAS 2 in August
and in RAS 3 in November 2022. Project execution has
been excellent.
Simultaneous with the construction of Stage 1, all un-
derground piping, filter basins and concrete tanks for
RAS 11, 12 and 13 (first three RAS systems for Stage 2)
were completed in June, ready for installation of the
RAS process equipment in due course.
Construction of the large building, housing RAS 4-8,
purging and processing plant, has progressed well. All
piling and foundation work was completed in Q2 - 2022,
and construction of filter basins and fish tanks, as well
as underground piping for RAS 4 - 9 is now completed.
Fish were introduced to RAS 4 in February 2023 and
RAS 5 fish will be introduced in May 2023. RAS 6-7 and
8 are expected to be completed during H2 2023.
PROJECT MILESTONES
2021 2022 2023 2024 2025 2026 2027 2028 Financing
Stage 1
4,000 tonnes
Fully financed and
under construction
Stage 2
8,000 tonnes
Fully financed with
199 MDKK (MNOK
300) new funding
Stage 3 (flexibility)
+12,000 tonnes
additional
capacity
Optionality to target
more funding for
larger Stage 2
project
○ Q3 - Construction start
○ Q1 - Production start
○ Q1 - First harvest
○ Q3 - Construction start
○ Q3 - Optional construction start
○ Q4 - Production start
○ Q2 - Production start (Up to smolt, uses Stage 2 facility)
○ Q4 - First harvest
○ Q3 - First harvest
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Farming activities
The first group of Atlantic salmon eggs were laid in
March 2022. This group was startfed in May 2022 and
during the first month’s fish grew faster than expected
as they were moved to RAS 1, 2, 3 and 4. The fast growth
would eventually lead to fish growing faster than the
construction of facility, so Nordic Aqua had to con-
sciously adjust the growth factors by cooling the water
to stay on course with the original project plan. In April
2023, the fish in the first group is approximately 350g,
and the first harvesting of this group is expected in Q1
2024. Survival rates have been better than expected.
New batches are introduced to the facility every 3
months and in April 2023, the facility holds 5 groups of
fish. In general, these fish groups have shown good bio-
logical performance with growth and survival equal to
or better than expectations. When the company reach-
es full production capacity in 2024, a total of 8 batches
will be in production simultaneously.
The facility is dimensioned to have a high recirculation
rate, which has been proven to secure good water qual-
ity and performance.
Good biology so far,
growth and survival
equal to or better
than expected
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Project financials
The company leases land, facilities, and infrastructure
from the local government for a fixed price on a 20-year
term (see funding section for details on lease agree-
ment). Consequently, those costs, typically accounting
for 30-40% of total capex, are not included in the capex
overview. This lease agreement further eliminates all
risks related to possible cost overruns for that part of the
capex.
Capex payments are therefore related to RAS technolo-
gy only. The contract with AKVA Group is a turnkey de-
livery contract, which means that the contract amount is
fixed all the way to installation, commissioning, and
handover of the complete RAS system. Since the IPO,
the company has made some marginal capex savings
due to a combination of optimalization of design and
local sourcing of part of the capex, and all such savings
are used to further improve and optimize the design.
Capex overview stage 1
MDKK
31.12.22 254
Distribution
Before 2022 111
2022 143
Remaining DKKm
2023 116
The RAS technology was first introduced during Q4
2021, and the company consequently made acquisi-
tions for 143 MDKK in 2022. Stage 1 will be finalised in
2023 with the remaining 116 MDKK. Capex remains on
budget.
The company leases
land, facilities, and
infrastructure from the
local government for a
fixed price on a 20-year
term
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BOARD OF DIRECTORS REPORT
Funding
EQUITY
Total equity raised is DKK 450 million, of which DKK 418
million was raised in a private placement in connection
with the company’s IPO in Q4 2020 and approximately
DKK 199 million in a private placement in March 2023.
Prior to the private placements, DKK 32 million of equity
capital was invested in the company.
Combined with retained earnings from ongoing stage 1
operations, the company is now fully equity funded to
reach a production of 8,000 tonnes, which is stage one.
LOAN AGREEMENT SIGNED
The Group has entered into a loan agreement with Eks-
fin – Export Finance Norway*, and Coöperative Rabo-
bank U.A. (“Rabobank”) for a senior secured export
credit term loan and guarantee facility agreement,
amounting to EUR 25 million. The loan amount is split in
3 tranches based on progress on capex. The facility
shall be repaid in equal, consecutive quarterly instal-
ments starting from the finishing date of the project,
with maturity 10 years after the first drawdown date.
BANKING AGREEMENT AND
WORKING CAPITAL FACILITY
The company also has an agreement with Bank of Ning-
bo, Xiangshan Branch, to provide banking services to its
operation of the RAS-based salmon farm in Ningbo, Chi-
na. The agreement includes typical banking services for
a company in rapid development and is based on a
long-term partnership. The agreement also includes a
conditional credit facility of RMB 35 million (DKK 35 mil-
lion) which will be used as a typical working capital facil-
ity.
ATTRACTIVE LEASE WITH
LOCAL GOVERNMENT
The company has entered into a 20-year lease agree-
ment in which the government of Xiangshan County
will provide land area and construction of all infrastruc-
ture and buildings for a very attractive fixed monthly
rental fee. The landlord is Xiangshan Strait Economic &
Technological Cooperation Co., a 100% owned subsidi-
ary of the Xiangshan government. The structure of the
lease agreement significantly reduces the risk to Nordic
Aqua, as any eventual cost overruns on the building
side are covered by the landlord. The payment of rental
fees will start 1 January 2024, which concludes that no
rental fee will be charged while the company is building
up its biomass in preparation for first harvest and sale.
The rental contract also includes an option to acquire
land, infrastructure, and facilities, all at agreed terms.
Expansion to reach an annual capacity of 20,000 tonnes
is expected to be done at similar lease terms as in the
provisions in the Letter of Intent being negotiated be-
tween the company and the local government.
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Financial review
PROFIT AND LOSS
Nordic Aqua Partner has not reached the commercial
stage of its operations and the company had no operat-
ing revenues in 2022. Other operating income mainly
related to other services, amounted to DKK 456,000 dur-
ing the year (620,000).
Personnel expenses for 2022 totalled DKK 16.9 million,
up from DKK 8.6 million in 2021. The increase is due to
increased production and the corresponding develop-
ment of the organisation, expanding both operational
and administrative capacity, all according to plan. Other
external expenses came in at DKK 11.1 million (9.6),
mainly related to production cost.
Thus, operating profit for the year ended at DKK -40.8
million (-27.5).
Net financial items were negative DKK 12.7 million dur-
ing the year (-9.8), driven by negative exchange rate de-
viations of DKK 9.6 million (-5.1) and financial expenses
of DKK 5.0 million (-4.8). Exchange rate deviations are
mainly deviations on the EUR 25 million loan from Nordic
Aqua to the subsidiary Nordic Aqua (Ningbo). Financial
expenses are related to interest payments on the un-
drawn loan facility, negative interest on cash and ex-
change deviations. Full year financial income amounted
to DKK 1.9 million (0.2).
Pre-tax profit came in at DKK -40.8 million (-27.5). The
company is not in tax position, so profit for the period
ended at -40.8 (-27.5), corresponding to DKK -3.96 per
share (-2.67). The result is within line with the expected
result. Due to technical exchange rate deviation the re-
sult was -40.8 million.
CASH FLOW
Net cash flow from operating activities was DKK -24.2
million (-27.1) in 2021. This is due the operating loss of
DKK 28.1 million, partly offset by a DKK 16.0 million re-
duction in working capital. This includes a DKK 5.4 mil-
lion increase in biomass.
Net cash flow from investment activities was DKK -160.2
million (-108.2), all related to payments for fixed assets.
There was no cash flow from financing activities during
2022.
Total net cash flow during for the year was DKK -184.4
million (-135.2), leaving cash and cash equivalents at
the end of the year at DKK 93.0 million, down from DKK
277.3 million 12 months earlier.
FINANCIAL POSITION
As at 31 December 2022, Nordic Aqua had total assets of
DKK 385.0 (406.0). Book value of fixed assets amounted
to DKK 282.4 million (122.7). Current assets decreased to
DKK 102.6 million (283.2), mainly due to reduced hold-
ings of cash and cash equivalents. Biomass at the end of
the year amounted to DKK 5.4 million (0.0).
Total equity amounted to DKK 358.8 million (398.5), cor-
responding to an equity ratio of 93% (98%).
CASH FLOW SUMMARY (MDKK) 2022 2021 2020
Net cash flow from operating activities -24.2 -27.1 -24.2
Net cash flow from investments activities -160.2 -108.2 -14.7
Net cash flow from financing activities 0.0 0.0 429.7
Net change in cash and cash equivalents -184.4 -135.2 390.8
Foreign exchange differences 0.1 13.0 -0.4
Cash and cash equivalents at start of period 277.3 399.6 9.3
Cash and cash equivalents at end of period 93.1 277.3 366.6
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BOARD OF DIRECTORS REPORT
Current liabilities at the end of the year were DKK 26.2
million (7.5), of which trade payables amounted to DKK
24.5 million (6.7). As at 31 December 2022, the compa-
ny had no long-term debt.
ALLOCATION OF NET PROFIT
It is proposed that the company’s net loss for the year, in
the amount of DKK 40.8 million, is drawn from other eq-
uity.
LIQUIDITY AND FINANCING
The Company is of the opinion that the cash position
and the liquidity available from external sources availa-
ble at year end is sufficient to satisfy company’s capital
requirements to complete the investment related to
Stage 1 according to plan, originally scheduled around
370 MDKK.
However, to accelerate the Company’s project to ex-
pand production capacity of Atlantic salmon from 4,000
to 8,000 tonnes, Nordic Aqua in February 2023 complet-
ed a private placement of DKK 199 million, securing eq-
uity funding of the project through completion.
The Company’s budgets and plans are based on best
estimates of the future at the time of issuing this annual
report. Such plans relate to future events and the fulfil-
ment of such are by nature subject to uncertainty. How-
ever, based on executed assessments, the Board of Di-
rectors and Management considers that Nordic Aqua
will have adequate liquidity resources available to fi-
nance the operations of the Group for the coming year.
GOING CONCERN
In accordance with section 3 § 13 in the Danish Finan-
cial Reporting Act, it is herby comfirmed that the finan-
cial statements have been prepared on the assumption
that the entity is a going concern. The board considers
that the annual financial statements for Nordic Aqua
provide a true and fair picture of the company’s results
for the 2022 financial year and the company and
Group’s financial position at the close of the year.
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BOARD OF DIRECTORS REPORT
Subsequent events
CHANGES TO BOARD AND MANAGEMENT
As part of the overall development of the company, the
organisation of the Nordic Aqua has gone through sig-
nificant organisational restructurings, including meas-
ures to strengthen the management team and adding
industry experience to the board of directors.
Ragnar Joensen has stepped down from the board of
the directors, entering the position as the new CEO.
With more than 25 years’ experience from land-based
salmon farming, Mr Joensen is one of the most experi-
enced executives within the industry. His proven track
record from Mowi and other companies, includes the
role as member of Mowi group management responsi-
ble for farming in Norway as well as the role as director
of Technology. Moreover, Joensen has together with
the Viga family been responsible for building up Tyt-
landsvik Aqua.
Further, Ove Nodland stepped down from the board to
focus on development of the company towards com-
mercialisation in addition to maintaining relations to
and reassuring collaboration with the local government
in China.
At the same time, Atle Eide, Therese Log Bergjord and
Aino Olaisen were elected new directors, bringing
broad industry competence into the board. As a senior
executive with experience from both salmon farming
and private equity, Atle Eide has a proven track record in
building industry leading companies in the seafood in-
dustry, bringing important expertise to the board. Ther-
ese Log Bergjord, CEO of Skretting, has long-term expe-
rience from global aquaculture, bringing a wealth of
experience from long-term operating in China. As chair-
man and part-owner of Nova Sea, Aino Olaisen, will
bring extensive competence in building high perform-
ing company cultures.
REDOMICILIATION TO NORWAY
Effective from July 2023, Nordic Aqua is expected to
change domicile from Denmark to Norway. With the
Company’s shares being traded on Euronext Growth
Oslo, and considering the Company’s limited activity in
Denmark, it is the assessment that such redomiciliation
will make the share more attractive to investors and thus
contribute to improving NOAP’s access to capital.
As part of the redomiciliation, Danish Nordic Aqua A/S
and Norwegian Nordic Aqua AS (NOAP AS) will merge,
with NOAP AS as the surviving entity. Upon completion
of the merger, the Company’s business will be contin-
ued in NOAP AS as a Norwegian private limited liability
company.
The merger will be completed in accordance with the
provisions of chapter 13 of the Norwegian Private Limit-
ed Liability Companies Act and chapter 16 of the Dan-
ish Companies Act. Upon completion of the merger the
Company’s business, including all assets, rights and
obligations, will be transferred to NOAP AS, and the
shareholders in the Company will as consideration re-
ceive one share in NOAP AS for each share held in the
Company. The shares in NOAP AS will be listed on Eu-
ronext Growth Oslo.
Completion of the merger is subject to customary condi-
tions being fulfilled, including approval by the general
meeting of each of the merging companies.
The changes to company’s legal structures have no im-
plications for existing shareholders.
Shareholders voting against completion of the merger
at the general meeting are entitled to have their shares
redeemed by the Company at market value. Further de-
tails on the procedure for such redemption will be an-
nounced later.
CAPITAL INCREASE
In March 2023 Nordic Aqua raised 199 MDKK (300
MNOK) in a Private Placement, issuing 4,615,384 new
shares subscriptions for 4,615,384 the Company’s reg-
istered share capital is now DKK 14,899,368 consisting
of 14,899,368 shares, each with a par value of DKK 1.
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Nordic Aqua Annual Report 2022
BOARD OF DIRECTORS REPORT
Transactions with related parties
Nordic Aqua has entered into contracts with two of
closely related parties. The contracts include ongoing
and future deliveries of RAS technology and support, in
addition to feed sales and R&D projects.
• Technology supply contract with AKVA Group.
• Feed sales and delivery agreement with Skretting, a
subsidiary company of Nutreco
• Trial and data access agreement with Skretting, a
subsidiary company of Nutreco
Knut Nesse is member of the board of directors of the
Company and CEO of AKVA Group. Further, Nutreco
and AKVA Group are main shareholders in Nordic Aqua
Holding ApS, the largest shareholder of Nordic Aqua.
All agreements have been entered into at arm’s length
and at market terms.
Other than set out above, the Company has not entered
into any transactions with related parties during 2022
that may be material to assessing the admission to trad-
ing on Euronext Growth.
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Risks and uncertainties
OPERATIONAL RISKS
Land-based salmon farming is a new industry and oper-
ations will be subject to several biological risks, includ-
ing water contamination, viruses and bacteria, which
could cause diseases and mortality. As the project is in
the construction phase, there are many inherent risks,
such as successful project execution, dependence on
sub-contractors, delays and cost overruns, which could
negatively impact the company’s ability to realize its
business plan.
GEOPOLITICAL RISKS
The unfortunate situation with the war in Ukraine has
added to the logistic challenges, however these are not
considered to represent any risk for the project. See the
outlook and milestone sections for a discussion of how
the current inflationary pressure is impacting the com-
pany.
LIQUIDITY RISK
The purpose of the Group’s cash management policy is
to maintain adequate cash resources to meet financial
liabilities. The Group’s cash resources consist of cash
and cash equivalents, and undrawn credit facilities.
The Group continuously monitors liquidity and financial
projections through internal budgets, with forecasts up-
dated both yearly and monthly. The Group’s business
plan and growth ambitions are capital intensive, and
based on estimates, the Group may need future equity
and/or debt financing to realize its plans.
A possible delay in the completion of construction of
the plant located on the Gaotang Island, Xiangshan
County in Ningbo municipality in China may have influ-
ence on the operational plan and full schedule of pro-
duction, thereby impacting the Group`s business, li-
quidity and result of operation.
The Groups future financial position depends on sales
prices for salmon on the Chinese market. Other future
liquidity risks include the impacts from fluctuations in
production and harvest volumes, biological issues, and
changes in feed prices.
The Group’s Management assesses whether the
Group’s capital structure is in line with the interests of
the Group and its shareholders. The overall objective is
to ensure a capital structure that supports long-term
profitable growth.
The financial solidity and liquidity in the Group is con-
sidered sufficient to run the business for the coming
years.
INTEREST RATE RISK
Interest rate risks refer to the influence of changes in
market interest rates on future cash flows concerning
the Group’s interest-bearing assets and liabilities. The
Group’s interest rate rights relate to interest on external
loans and is deemed insignificant.
FOREIGN EXCHANGE RISK
The cash and loan facility are primarily held in euros to
match the coming capex payments. The loan facility has
a fixed interest rate.
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Share information
As at 31 December 2022, Nordic Aqua had 10,283,984
issued shares, held by 522 shareholders.
Nordic Aqua Holding ApS is the company’s largest
shareholder with 5,168,922 shares, corresponding to
50.26% of total number of shares outstanding. Nordic
Aqua Holding ApS is owned by Nutreco, key personnel
and others.
Rank Shareholder Holdings %-share
1 NORDIC AQUA PARTNERS HOLDING APS 5.168.922 50,3%
2 KONTRARI AS 1.046.067 10,2%
3 Nordea Funds Ltd. 676.251 6,6%
4 J.P. Morgan SE 490.029 4,8%
5 FARVATN PRIVATE EQUITY AS 244.516 2,4%
6 SILVERCOIN INDUSTRIES AS 199.404 1,9%
7 The Bank of New York Mellon SA/NV 187.943 1,8%
8 Saxo Bank A/S 128.025 1,2%
9 SPAREBANK 1 MARKETS AS 111.058 1,1%
10 SONSTAD AS 101.000 1,0%
11 SOUTH WINDS AS 100.770 1,0%
12 KEWA INVEST AS 100.000 1,0%
13 SN SAMLEREN AS 91.329 0,9%
14 EQUINOR PENSJON 83.027 0,8%
15 MØSBU AS 65.000 0,6%
16 J.P. Morgan SE 60.843 0,6%
17 NORDNET LIVSFORSIKRING AS 47.895 0,5%
18 EFTEDAL 40.000 0,4%
19 COMMUTER 2 AS 39.692 0,4%
20 AINO AS 36.643 0,4%
20 OM Holding AS 36.643 0,4%
Sum 20 largest 9.055.057 88,1%
Other 498 shareholders 1.228.927 11,9%
Total 10.283.984 100,0%
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Nordic Aqua Annual Report 2022
BOARD OF DIRECTORS REPORT
On the Extraordinary General Meeting on 1 March 2023,
the board of directors was, until 1 March 2024, author-
ised at one or more times to increase the company’s
share capital by the issuance of new shares with up to
nominal DKK 4,615,384 without pre-emptive subscrip-
tion rights for the company’s shareholders. Capital in-
creases according to this authorisation can be carried
out in favour of one or more specified investors by way
of cash contributions. The new shares must be issued at
a price not lower than the market price of the company’s
shares at the time of issuance, provided, however, that
the minimum price for the shares issued on the basis of
this authorisation shall be NOK 65 per share.
The Board of Directors has allocated 488,490 warrants
to the Company’s employees, which have been sub-
scribed by the relevant holders. Each warrant gives the
holder a right to subscribe for one share in the Company
at a strike price of NOK 81 per share.
During the year, the share Nordic Aqua share varied in
price from NOK 56.90 to NOK 77.00. The closing price at
31 December was NOK 59.20, compared to NOK 65.50
at 31 December 2021, and the share price accordingly
was down 10.6% during the year. Total market capitali-
sation at year end 2022 was NOK 609 million.
Just below 890,000 shares, or 8.6% per cent of the over-
all number outstanding, were traded during the year.
Share turnover totalled NOK 57.7 million during the
year. Average daily traded volume was about 1,420
shares and the average daily traded value was about
NOK 260,000.
SHARE PERFORMANCE 2022
Source: Euronext
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Outlook
The initiation of operational farming activities in Nordic
Aqua took place during the first half year of 2022. The
company reached an important milestone in March,
with the first inlay of eggs and the first juveniles were
moved into RAS 1 in May. The second inlay of eggs was
done early June, the third in September, and fourth in
December. All processes have developed according to
plan, and with the production cycle estimated to two
years, the company is on schedule for first harvest in Q1
2024.
Due to overall inflationary pressure the past 12-18
months, capex estimates for stage 2 and 3 have in-
creased from NOK 125/kg to NOK 145/kg, or about 15%.
However, construction of infrastructure and facilities is
carried under a lease agreement with the local authori-
ties, with fixed terms for Stage 1 and 2 (8,000 t), signifi-
cantly reducing capex risk to Nordic Aqua. The updated
budget reflects optimization and standardization from
stage 1, in addition to increased local sourcing of parts
and equipment, which was not reflected in the old
budget.
Moreover, the recent sharp increase in prices on feed
has resulted in an upward revision to production cost
assumptions compared to estimates presented earlier. If
feed prices decline back down again, the budget will
likely also be revised back down.
The Covid-19 situation in China and the war in Ukraine
have fortunately not impacted progress significantly. All
equipment necessary for construction of Stage 1 as per
plan is already on site, and the company has conse-
quently not been impacted by logistical challenges.
By the end of 2022, the organisation counts 40 employ-
ees. The company continues to recruit both foreign and
local expertise, management, and staff to fill the many
positions needed to meet ambitious expansion and de-
velopment plans.
The company is still in an early development phase with
limited operational activity, and the company expects
financial results to be a loss on MDKK 40-45 in 2023.
According to current growth plans, first harvest is ex-
pected in Q1 2024. Combined with the outlook for con-
tinued strong prices for Atlantic salmon prices, this is
expected to generating positive results for Nordic Aqua
in 2024. The Fishpool forward price for 2023 and 2024
is currently NOK 91 and NOK 86 per kg respectively, re-
flecting an optimistic market outlook.
The company has initiated a project to investigate all as-
pects of a possible accelerated expansion plan to reach
a capacity of 20,000 tonnes by 2027. This process is ex-
pected to be concluded by mid 2024.
According to current
growth plans, first
harvest is expected
in Q1 2024.
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Nordic Aqua Annual Report 2022
BOARD OF DIRECTORS REPORT
Responsibility statement from
the Board of Directors and CEO
Board member
Board member
Board member
Board member
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Nordic Aqua Annual Report 2022
BOARD OF DIRECTORS REPORT
Financial Statements
and Notes
Key Figures
kDKK 2022 2021 2020 2019 2018
Other operating income 456 620 0 0 0
Net financial income / expences -12,710 -9,753 -6,517 98 0
EBITDA -27,531 -17,586 -18,987 -5,701 -1,402
EBIT -28,053 -17,752 -18,990 -5,703 -1,402
Profit / (loss) before taxes -40,763 -27,505 -25,507 -5,801 -1,402
Profit/loss for the period -40,763 -27,505 -25,507 -5,801 -1,402
Cash flow from investment activities -160,172 -108,175 -14,715 -8 0
Cash flow from financing activities 0 0 429,669 0 17,901
Payments for fixed assets -160,172 -106,997 -5,431 0 0
Net cash flow -184,414 -129,941 390,758 -4,890 188
Available cash 93,058 277,345 399,588 9,250 1,234
Total assets 384,994 405,962 414,934 9,422 15,302
Equity 358,780 398,456 412,959 8,702 14,514
Equity ratio 93.2 98.2 99.5 92.4 94.9
61
Nordic Aqua Annual Report 2022
Consolidated Statement of Comprehensive Income
kDKK - Summary of result Note 2022 2021
Revenue 0 0
Other operating income 2 456 620
Other external expenses 2 -11,118 -9,605
Gross profit/(Loss) -10,662 -8,985
Staff costs 3 -16,869 -8,601
Operating profit/(loss) before amortisation and depreciation (EBITDA) -27,531 -17,586
Depreciations 7 -522 -166
Operating profit/ (loss) berfore tax (EBIT) -28,053 -17,752
Financial income 5 1,931 157
Exchange rate deviations 5 -9,637 -5,138
Financial expenses 5 -5,004 -4,772
Financial expense - net -12,710 -9,753
Profit/loss before tax -40,763 -27,505
Income tax expense 0 0
Profit/loss for the period -40,763 -27,505
Other comprehensive income
Other comprehensive income that may be reclassified to profit or loss in subsequent periods (net of tax):
Exchange differences on translation of foreign operations 127 12,711
Net other comprehensive income to be reclassified to profit or loss in subsequent periods 127 12,711
Comprehensive income for the period -40,636 -14,794
Earnings per share
Basic 6 -3.96 -2.67
Diluted -3.96 -2.67
Financial Statements and Notes
62
Nordic Aqua Annual Report 2022
Statements of Financial Position
kDKK Note 2022 2021
ASSETS
Assets under construction 7 267,013 111,141
Property, plant & equipment 7 5,258 1,290
Deposits 9 10,106 10,296
Total non-current assets 282,377 122,727
Biolagical assets (Biomass) 8 5,402 0
Other current receivables 9 4,147 4,656
Receivables 9 10 1,135
Receivables from owners and management 9 0 99
Cash and cash equivalents 93,058 277,345
Total current assets 102,617 283,235
Total assets 384,994 405,962
EQUITY AND LIABILITIES
Share capital 10 10,284 10,284
Other equity 348,496 388,172
Total equity 358,780 398,456
Trade payables 12 24,509 6,687
Other current liabilities 12 1,705 819
Total current liabilities 26,214 7,506
Total liabilities 26,214 7,506
Total equity and liabilities 384,994 405,962
Financial Statements and Notes
63
Nordic Aqua Annual Report 2022
Statement of Cash Flow
kDKK Note 2022 2021
Cash flow from operations
Operating profit/loss -28,053 -17,752
Adjustments for:
Depreciation 7 522 166
Changes in working capital:
Change in other current receivables 1,733 -5,262
Change in trade payables 17,821 5,532
Change in other current liabilities 1,847 0
Change in biomass -5,402 0
Cash generated from operations -11,532 -17,316
Interest paid 5 -9,637 -4,772
Interest received 5 1,931 157
Exchange rate deviations 5 -5,004 -5,138
Net cash flow from operations -24,242 -27,069
Cash flow from investment activities
Payments for fixed assets and other capitalizations -160,172 -108,175
Payments for intangible assets 0 0
Net cash flow from investment activities -160,172 -108,175
Cash flow from financing activities
Net cash flow from financing activities 0 0
Net change in cash and cash equivalents -184,414 -135,244
Foreign exchange differences 127 13,001
Cash and cash equivalents at the beginning of the period 277,345 399,588
Cash and cash equivalents at the end of the period 93,058 277,345
Financial Statements and Notes
64
Nordic Aqua Annual Report 2022
Statement of Changes in Equity
kDKK Share
capital
Currency
translation
differences
Retained
earnings
Total
equity
Equity January 01
st
2022 10,284 12,428 375,744 398,456
Net profit/(loss) for the period -40,763 -40,763
Other comprehensive income 127 0 127
Share-based payments (note 4) 960 960
Balance December 31
st
2022 10,284 12,555 335,941 358,780
kDKK Share
capital
Currency
translation
differences
Retained
earnings
Total
equity
Equity January 01
st
2021 10,284 -283 402,957 412,958
Net profit/(loss) for the period -27,505 -27,505
Exchange adjustments 12,711 12,711
Other comprehensive income 292 292
Balance December 31
st
2021 10,284 12,428 375,744 398,456
Financial Statements and Notes
65
Nordic Aqua Annual Report 2022
NOTE 1 BASIS OF REPORTING
Basis of preparation
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European
Union (EU) and additional requirements of the Danish Financial Statements Act
for class B.
The consolidated financial statements and separate financial statements are pre-
sented in thousand Danish kroner (kDKK) which is the functional currency of Nor-
dic Aqua A/S.
The Group’s general accounting policies are described below. In addition to this,
specific accounting policies are described in each of the individual notes to the
consolidated financial statements. The accounting policies set out below and, in
each note, have been used consistently in respect of the financial year and the
comparative figures.
Materiality in financial reporting
In the preparation of the consolidated financial statements, Management aims to
focus on the information considered to be material and relevant for the under-
standing of the Group’s performance in the reporting period.
The consolidated financial statements are a result of aggregating large numbers
of transactions into classes of similar items according to their nature or function in
the consolidated financial statements. If a line item is not individually material, it
is aggregated with other items of a similar nature in the consolidated financial
statements or in the notes.
Management provides specific disclosures required by IFRS unless the informa-
tion is not applicable or considered immaterial to the economic decision-making
of the users of these consolidated financial statements.
Key account estimates and judgements
As part of the preparation of the consolidated financial statements, Management
makes a number of accounting estimates and assumptions as a basis for recog-
nising and measuring the Group’s assets, liabilities, income and expenses as well
as judgements made in applying the Group’s accounting policies. The estimates,
judgements and assumptions made are based on experience gained and other
factors that are considered prudent by Management in the circumstances, but
which are inherently subject to uncertainty and volatility.
The assumptions may be incomplete or inaccurate, and unforeseen events or cir-
cumstances may occur, for which reason the actual results may differ from the
estimates and judgements made.
There have not been identifies any key account estimates or judgements.
Notes on the Consolidated Financial Statements
Notes
66
Nordic Aqua Annual Report 2022
NOTE 1 BASIS OF REPORTING
Basis of consolidation
The consolidated financial statement comprises the financial statements of Nor-
dic Aqua A/S (the Parent) and subsidiaries which are entities controlled by Nordic
Aqua A/S. The Group controls an entity when it directly or indirectly owns more
than 50% of the voting rights or may otherwise exercise a controlling influence.
Principles of consolidation
The consolidated financial statements are prepared based on the financial state-
ments of the Parent and its subsidiaries.
The consolidated financial statements are prepared by combining items of a uni-
form nature and subsequently eliminating intercompany transactions, internal
shareholdings and balances and unrealised intercompany gains or losses. The
financial statements used for consolidation are prepared in accordance with the
Group’s accounting policies.
The accounting items of subsidiaries are recognised 100% in the consolidated
financial statements. Non-controlling interest’s share of subsidiaries’ profit or loss
for the year and net assets is included in the Group’s profit or loss and balance
sheet but are disclosed separately.
Investments in subsidiaries are offset by the interest’s share of subsidiaries’ net
assets at the acquisition date at fair value.
Cash flow statement
The cash flow statement shows cash flow from operating, investing and financing
activities as well as cash and cash equivalents at the beginning and the end of
the financial year.
Cash flows from operating activities are presented using the indirect method and
calculated as the operating profit/loss adjusted for non-cash operating items,
changes in working capital and income taxes paid.
Cash flows from investing activities comprise payments in connection with acqui-
sition of property, plant and equipment.
Cash flows from financing activities comprise changes in the size or composition
of the contributed capital and related costs as well as the raising of loans, repay-
ment of interest-bearing debt.
Cash and cash equivalents comprise cash.
Segment reporting
The Group is still in a start-up phase and therefore for management purposes, the
Group is currently organised in only one segment. Therefore, no further disclo-
sure relating to segment reporting was provided.
Standards issued but not yet effective
The new and amended standards and interpretations that are issued, but not yet
effective, up to the date of issuance of the Group’s financial statements are ex-
pected to have no impact on the Group`s consolidated financial statements. The
Group intends to adopt these new and amended standards and interpretations, if
applicable, when they become effective.
New standards
New standards implemented in 2022 have had no impact on the financial state-
ment.
Notes
67
Nordic Aqua Annual Report 2022
NOTE 1 BASIS OF REPORTING
Foreign currency translation
Transactions in foreign currency are translated by using the exchange rate prevailing at
the date of the transaction. Differences in the rate of exchange arising between the rate
at the date of transaction and the rate at the date of payment are recognised in the
profit and loss account as an item under net financials. If currency positions are consid-
ered to hedge future cash flows, the value adjustments are recognised directly in equi-
ty in a fair value reserve.
Receivables, payables, and other foreign currency monetary items are translated using
the closing rate. The difference between the closing rate and the rate at the time of the
occurrence or initial recognition in the latest financial statements of the receivable or
payable is recognised in the income statement under financial income and expenses.
Group enterprises abroad are considered to be independent entities. The income
statements are translated at an average exchange rate for the month, and the balance
sheet items are translated at the closing rates. Currency translation differences, arising
from the translation of the equity of group enterprises abroad at the beginning of the
year to the closing rate and from the translation of income statements from average
prices to the closing rate, are recognised directly in equity in the fair value reserve in the
Consolidated Financial Statement. This also applies to differences arising from transla-
tion of income statements from average exchange rate to closing rate.
Translation adjustment of balances with group enterprises abroad that are considered
part of the total investment in group enterprises are recognised directly in equity in the
fair value reserve.
Likewise, foreign exchange gains and losses on loans and derived financial instru-
ments for currency hedging independent group enterprises abroad are recognised
directly in equity.
Notes
NOTE 2 OTHER OPERATING INCOME AND EXTERNAL EXPENSES
Other operating income is measured at the fair value of the consideration received or
receivable for the sale. The Income is recognized net of discounts, VAT and other sales
related taxes.
Other external expenses include expenses relating to the Group’s ordinary activities
and the startup costs, including expenses for external parties, stationery and office sup-
plies, marketing costs, etc.
Other external expenses include costs relating to listing on Euronext Growth.
68
Nordic Aqua Annual Report 2022
NOTE 3 STAFF COST
Notes
NOTE 3 STAFF COST
Staff costs include employees’ salaries and bonuses, social security costs and
other staff costs for salaried employees.
kDKK 2022 2021
Salary 12,798 7,379
Other employee benefits 2,545 958
Social security costs 553 264
Share based payments (Note 4) 973 0
Total 16,869 8,601
Weighted average number of full-time employees 39 17
kDKK 2022 2021
Executive remuneration:
Board of Directors 420 420
Other key management personel
Ole Juul Jørgensen, CEO 90 90
Hjalti Hvítklett, CFO 1,236 792
Ove Nodland, CEO Nordic Aqua Ningbo 1,721 1,522
Other key management personel total 3,047 2,404
Additional share based payments to other
key management personel
Hjalti Hvítklett, CFO 207 0
Ove Nodland, CEO Nordic Aqua Ningbo 155 0
Additional share based payments to other
key management personel total
362 0
Knut Nesse 90 90
Knut Langeteig 90 90
Jan Petersen 90 90
Ragnar Joensen, Chairman 150 150
Board of Directors total 420 420
Additional share based payments
to Board of directors
Ragnar Joensen, Chairman 259 0
Additional share based payments
to Board of Directors
259 0
In the consolidated companies, the remuneration of the Board of Directors is a fixed
annual salary except for warrants.
69
Nordic Aqua Annual Report 2022
NOTE 4 SHARE BASED PAYMENTS AND WARRANTS
Shared-based payments
Nordic Aqua Partners A/S operates equity-settled, share-based compensation plans,
under which the entity receives services from employees as consideration for equity
instruments (warrants) of the group. The fair value of the employee services received in
exchange for the grant of the warrants is recognized as a compensation expense and
allocated over the vesting period. The total amount to be expensed is determined by
reference to the grant date fair value of the warrants granted including any market per-
formance conditions, excluding the impact of any service and non-market performance
vesting conditions and including the impactof any non-vesting conditions.
At the end of each reporting period, the group revises its estimates of the number of
warrants that are expected to vest based on the service and non-market vesting condi-
tions. The impact of the revision to original estimates, if any, is recognized in the income
statement, with a corresponding adjustment to equity.
When the warrants are exercised, the company issues new shares. The proceeds re-
ceived net of any directly attributable transaction costs are credited to share capital
(nominal value) and share premium.
Employee warrant program
Nordic Aqua Partners A/S has established incentive plans based on warrant programs
for Executive Management and certain key employees. The purpose of these programs
is to ensure common goals for management, employees and shareholders. Allocation
of programs is set by the Board of Directors.
The warrant program comprises a total of 488,490 warrants at 31 December 2022
(2021: no warrants). Each warrant gives the holder right to buy one ordinary share of
nominally 1 DKK in Nordic Aqua Partners A/S. The outstanding warrants amount to
4,8% of the share capital if they are all exercised. The number of warrants granted is
determined annually by the Board of Directors in accordance with the company’s arti-
cles of association.
Notes
In 2022 the recognized expense related to share-based payments amount to DKK 969
thousand (2021: no warrant program).
For the warrants granted in 2022 a share market price of DKK 44,6 has been used. The
fair value of warrants granted in 2022 is DKK 7,85 (no warrants were granted in 2021).
The value was calculated using the Black-Scholes option valuation model. The vesting
period for the warrants granted in 2022 is 3 years and Warrants granted may be exer-
cised in whole or in part during a 6 months’ period beginning 36 months after the grant
of the relevant Warrants to a Warrant Holder (the ”Exercise Period”), however no later
than 27 May 2025. Warrants that are not exercised before the end of the Exercise Peri-
od in accordance with clause 3.2 shall lapse automatically without any compensation
being payable at the end of the Exercise Period.
For further details on each warrant program please refer to note 4 (Share based Pay-
ments)
70
Nordic Aqua Annual Report 2022
Notes
NOTE 4 SHARE BASED PAYMENTS AND WARRANTS
Key information
Year of
Grant
Original Grant
Number
Outstanding
Number
Exercise
Price
Expected
Volatility
Risk- Free
Interest Rate
Expected
Dividend
Fair Value
Per Warrant
Vesting
Period
Expiring
Date
2022 488.490 488.490 81 38.69% 0,72% 0 7.85 3 years Q2 2025
2021 0 0 0 0% 0,00% 0 0 0 -
The warrants are classified as a an equity instrument.
Number of Warrants
2022
Board of Directors & Executive
Management Number
Other Employees
Number
Shareholders
Number
Resigned Board Members
and Employees Number
Total
Number
Average Exercise
Price DKK
Outstanding at 1 January 0 0 0 0 0 0
Granted during the year 308.520 179.970 0 0 488.490 0
Exercised during the year 0 0 0 0 0 0
Fortfeited during the year 0 0 0 0 0 0
Outstanding at 31 December 308.520 179.970 0 0 488.490 0
2021
Board of Directors & Executive
Management Number
Other Employees
Number
Shareholders
Number
Resigned Board Members
and Employees Number
Total
Number
Average Exercise
Price DKK
Outstanding at 1 January 0 0 0 0 0 0
Granted during the year 0 0 0 0 0 0
Exercised during the year 0 0 0 0 0 0
Fortfeited during the year 0 0 0 0 0 0
Outstanding at 31 December 0 0 0 0 0 0
Shares and warrants held by members of the Board of Directors and Executive Management.
Number Of Warrants 01 January
Change During
the Year
31 December 01 January
Change During
the Year
31 December
Warrants
Ragnar Joensen 0 128.550 128.550 0 0 0
Hjalti Hvítklett 0 102.840 102.840 0 0 0
Ove Nodland 0 77.130 77.130 0 0 0
Warrants held by members of the Board of Directors and Executive Management.
71
Nordic Aqua Annual Report 2022
NOTE 5 FINANCIAL INCOME AND EXPENSES
Accounting policies
Financial income and expenses include interest income and expenses and ex-
changes gains and losses on transactions in foreign currencies.
Commitment fees and loan cost from obtaining bank loan facility are included in
financial expenses.
Financial income
kDKK 2022 2021
Interest income 1,931 157
Exchange rate adjustment 0 0
Total 1,931 157
Financial expenses
kDKK 2022 2021
Bank charges -24 -22
Interest bank deposits -64 -1,246
Exchange rate adjustment -9,637 -5,138
Costs for loan facility -4,916 -3,504
Interest and costs on convertible loan 0 0
Other financial expenses
Total -14,641 -9,910
Notes
NOTE 6 EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is based on the fol-
lowing data:
kDKK 2022 2021
Profit for the year to the shareholders -40,763 -27,504
Ordinary shares as at 01.01 10,283,984 10,283,984
Ordinary shares as at 31.12 10,283,984 10,283,984
2022 2021
Earnings per share
Basic (DKK) -3,96 -2,67
Diluted (DKK) -3,96 -2,67
72
Nordic Aqua Annual Report 2022
NOTE 7 PROPERTY, PLANT AND EQUIPMENT
Accounting policies
Property, plant and equipment are measured at cost less accumulated deprecia-
tion and impairment. Cost comprises the acquisition price and other directly at-
tributable costs until the date on which the asset is available for use.
Depreciation is recognised on a straight-line basis from the time of acquisition, or
when the asset is available for use, over the expected useful life. The expected
useful lives are assessed individually for every class of assets. A reassessment is
made once a year to ascertain that the depreciation basis reflects the expected
useful lives and future residual values of the assets.
The expected useful lives are as follows:
Other plant, fixtures and operating equipment 3-15 years
Impairment testing
The carrying amount of property, plant and equipment is reviewed to determine
whether there is any indication of impairment loss. If the recoverable amount of
an asset is estimated to be less than the carrying amount, an impairment loss is
recognised. There are no issues, that indicate the need of impairment.
Notes
Other plant,
fixtures and
operating
equipment
Construc-
tion in
progress
Deposits Total
Cost at 1. January 2022 1,470 111,141 10,296 122,907
Additions 4,489 155,872 -190 160,171
Cost at 31 December 2022 5,959 267,013 10,106 283,078
Depreciation and impairment at 1 Jan. 2022 -180 0 0 -180
Exchange rate adjustments 1 0 0 1
Depreciation For the year -522 0 0 -522
Depreciation and impairment
at 31 December 2022
-701 0 0 -701
Carrying amount 31 December 2022 5,258 267,013 10,106 282,377
Cost at 1. January 2021 30 5,451 9,284 5,481
Additions 1,440 105,690 1,012 107,130
Cost at 31 December 2021 1,470 111,141 10,296 112,611
Depreciation and impairment at 1 Jan. 2021 -5 0 0 -5
Depreciation For the Year -175 0 0 -175
Depreciation and impairment at 31 dec. 2021 -180 0 0 -180
Carrying amount 31 December 2021 1,290 111,141 10,296 112,431
73
Nordic Aqua Annual Report 2022
NOTE 8 VALUATION OF BIOLOGICAL ASSETS
Biological assets are, in accordance with IAS 41, measured at fair value less cost
to sell. The calculation of the estimated fair value is based on market prices for
harvested fish. In the accounts, the change in estimated fair value is entered to the
Income Statement on a continuous basis.
The Group’s biological assets are salmon at all stages of the life cycle. The fish is
divided into two main groups, depending on the stage of the life cycle. The first
group is eggs to post smolt. The second is post smolt to market size.
For the first group, historical industry cost is deemed a reasonable approach to
fair value, as there is little biological transformation.
For the second group, the fair value is calculated by applying a present value in
the fair value hierarchy in IFRS 13. In accordance with the principle in IFRS 13 for
highest and best use.
The valuations are based on an income approach and takes into consideration
unobservable input based on biomass, the estimated growth rate and cost to
completion at batch level. Mortality, quality of the fish going forward and market
price are considered. A special assessment is performed for batches with high/
low performance due to disease or other deviating factors. The market prices are
derived from observable market prices where available.
kDKK 2022 2021
Biological assets carrying amount 01.01 0 0
Increase du to production or purchase 5,402 0
Biological assets carrying amount
at the end of the period
5,402 0
Number of fish (thousand) 1,080 0
Notes
NOTE 9 RECEIVABLES AND DEPOSITS
Accounting policies
Receivables and other receivables are measured on initial recognition at fair val-
ue and subsequently at amortised cost less impairments, if any. Prepaid expens-
es comprise amounts paid in respect of goods or services to be received in sub-
sequent financial periods. Deposits comprise a payment to local government for
customized plant construction and amounts to kDKK 10,106. The deposit will be
returned to Nordic Aqua (Ningbo) Co., Ltd. step by step when it starts to pay cor-
porate income taxes in accordance with agreement.
kDKK Deposits
Cost at 1 January 2022 10,296
Exchange rate adjustments -190
Total 31.12.2022 10,106
Cost at 1 january 2021 9,284
Exchange rate adjustments 1,012
Total 31.12.2021 10,296
The Company granted a loan to Nordic Aqua Holding ApS on February 1
st
2021.
The loan is fully repaid in 2022.
kDKK 2022 2021
Receivables 10 1,135
Receivables from owners and management 0 99
Total 10 1,234
Accounts receivable and other receivables are presented at face value less pro-
visions for bad debts. Provisions for bad debts are made based on an individual
assessment of the receivables concerned. Due to insignificant cost and the short
credit period, amortized cost is equivalent to face value less foreseeable losses.
74
Nordic Aqua Annual Report 2022
NOTE 10 CASH AND CASH EQUIVALENTS
Cash and cash equivalents are primarily held with financial institutions through
which the Group conducts its day-to-day banking transactions.
NOTE 11 SHARE CAPITAL
The share capital comprises 10,283,984 shares of DKK 1 each (2021: 10,283,984).
The shares are all authorised, issued and fully paid. No shares carry any addition-
al special rights. The Group continuously assesses the need for adjustment of
the capital structure.
The shares are listed on Euronext Growth in Oslo (Merkur Market) with ticker
“NOAP”.
There is no dividend proposed for 2022 (2021: Nil).
NOTE 12 TRADE AND OTHER PAYABLES
Accounting policies
Trade payables are obligations to pay for goods or services that have been ac-
quired in the ordinary course of business. These are classified as current liabili-
ties if payment is due in one year or less. If payment is due at a later date, they are
presented as non-current liabilities.
kDKK
31. Dec.
2022
31. Dec.
2021
Trade payables 24,509 6,687
Other payables 1,705 819
Total trade and other payables 26,214 7,506
Notes
NOTE 13 INTEREST-BEARING LOANS AND BORROWINGS
Accounting policies
Bank loans are initially recognised at fair value net of transaction expenses and
subsequently measured at amortised cost using the effective interest method.
The Group has entered into a loan agreement with Eksfin – Eksportfinansiering
Norge and Coöperative Rabobank U.A. (“Rabobank”) for a senior secured export
credit term loan and guarantee facility agreement, amounting to EUR 25 million.
Loan amount will be split in 3 drawings based on progress on Capex. The Facili-
ty shall be repaid in equal, consecutive quarterly instalments starting of finishing
date of the Project and the facility matures 10 years after the first drawdown date.
First drawing is planned to take place in 2023.
Nordic Aqua has an agreement with Bank of Ningbo, Xiangshan Branch, to pro-
vide a conditional credit facility of MRMB 35 (MDKK 35) which will be used as a
typical working capital facility.
Cash and loan facility is primarily held in EUR to match the coming Capex-pay-
ments. Loan facility is based on fixed interest rate.
kDKK 31. dec. 2022 31. dec. 2021
Credit facility 222,720 222,019
Undrawn credit facility -222,720 -222,019
Total financial liabilities 0 0
Included in the balance sheet:
Non-current liabilities 0 0
Current liabilities 0 0
Total bank loans 0 0
75
Nordic Aqua Annual Report 2022
NOTE 14 LEASING
Accounting policies
The determination of whether a contract is, or contains, a lease is assessed at the
inception of the lease and is based on whether the contract coveys a right to
control the use of an identified asset or assets for a period of time in exchange for
consideration. For contracts where the Group is the lessee, right-of-use assets
and lease liabilities are recognised at the commencement of the lease. Right-of-
use assets are measured at cost, less accumulated depreciation and impairment
losses. Right-of-use assets are depreciated over the useful life of the asset. When
a purchase option has been included in the cost at recognition, the right-of-use
asset is depreciated over the estimated useful life of the asset. The lease liabili-
ties at commencement date is measured at the present value of the lease pay-
ments. The lease payments are discounted using the Group’s incremental bor-
rowing rate as the interest rate implicit in the lease is not readily determinable.
For leasing contracts with optional renewal period, and where we are reasonably
certain to exercise this option, the renewal periods are included in the calcula-
tion of the lease liability and asset. The Group has lease contracts for various as-
sets used in its operation, the main asset group being transportation. Lease
terms and other conditions vary.
Nordic Aqua (Ningbo) Co., Ltd. has entered into an agreement with Xiangshan
Strait Economic & Technological Cooperation Co., Ltd, in which they will provide
land, infrastructure, utilities and all facilities on a 10 + 10 year lease, with a con-
tracted option for the Group to purchase land, infrastructure, utilities and all facil-
ities during the lease term. The annual lease amounts to MDKK 10.4 for Stage 1.
The executed Rental Agreement has a term of 10 years, with a right to extend the
term for an additional 10 years. The reason for splitting the 20 years term into a
10 + 10 years terms, is simply to allow the rental fee to be adjusted to reflect fair
market price at the end of the first 10 years of the term, since the rental fee for the
first 10 years is fixed. The term of the rental period starts at date of formal hando-
ver of the facilities, latest at December 31
st
2023.
Notes
Due to the nature of the business of the company, it has been agreed between
the company and the Landlord that the company can take temporary use of the
infrastructure, utilities and facilities while being constructed. Such temporary
use includes, but is not limited to doing necessary installation and commission-
ing work of RAS equipment, as start building biomass. However, the buildings
will not be formally handed over to company until finally completed, agreed to
be when all utilities, infrastructure and RAS equipment is installed and commis-
sioned, scheduled to be latest by December 31
st
2023. Company will start pay-
ing rent at the date of such formal handing over of the facilities, however, no later
than January 1
st
2024. The Company has started using the first part of the facility
in Q1 2022, as the Company received egg into the hatchery.
NOTE 15 FINANCIAL RISKS AND FINANCIAL INSTRUMENTS
Capital management
The Group’s Management assesses whether the Group’s capital structure is in
line with the interests of the Group and its shareholders. The overall objective is
to ensure a capital structure that supports long-term profitable growth. At 31st
December 2022, the Group has no interest-bearing debt net, but has in the be-
ginning of 2022 entered into an agreement with Xiangshan Strait Economic &
Technological Cooperation Co., Ltd, on lease of land, infrastructure, utilities and
all facilities. Furthermore, the Group has entered into a loan agreement with Ek-
sportkreditt Norge AS (“Eksportkreditt”), Garantiinstituttet for Eksportkreditt
(“GIEK”), and Coöperative Rabobank U.A. (“Rabobank”) for a senior secured ex-
port credit term loan and guarantee facility agreement, amounting to EUR 25
million according to Note 13.
Following this, the financial facilities in the Group are considered sufficient to run
the business for the coming years.
76
Nordic Aqua Annual Report 2022
NOTE 15 FINANCIAL RISKS AND FINANCIAL INSTRUMENTS
Liquidity risk
The purpose of the Group’s cash management policy is to maintain adequate
cash resources to meet financial liabilities. The Group’s cash resources consist of
cash and cash equivalents, and undrawn credit facilities. The Group continuous-
ly monitors the cash flows in order to manage the liquidity risk.
The Group has cash of MDKK 93, an undrawn bank loan facility of MDKK 186,
and an undrawn credit facilitiy of MDKK 35 as of 31
st
December 2022.
The following table reflects all contractually fixed pay-offs for settlement, repay-
ments and interests resulting from recognised financial liabilities.
Maturity of the Group’s financial liabilities:
Less
than 1
year
Between
1-5 years
More
than 5
years
Total
31/Dec/22
Trade Payables 24,509 0 0 24,509
Other Payables 1,705 0 0 1,705
Total 26,214 0 0 26,214
31/Dec/21
Trade Payables 6,687 0 0 6,687
Other Payables 819 0 0 819
Total 7,506 0 0 7,506
Notes
Foreign exchange risk
The Group is only insignificantly affected by exchange rate fluctuations, The
Group has in all material aspects only transactions in EUR, DKK and CNY,
The sensitivity analysis for foreign currency risk:
Cash and loan facility is primarily held in Eur to match the coming Capex-pay-
ments also in Eur,
kDKK
Change in
CNY rate
Effect
on profit
before tax
2022 +5% -1,147
-5% 1,147
2021 +5% -1,079
-5% 1,079
Interest rate risk
Interest rate risks refer to the influence of changes in market interest rates on
future cash flows concerning the Group’s interest-bearing assets and liabilities,
The Group’s interest rate rights relate to interest on external loans and is deemed
insignificant,
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Nordic Aqua Annual Report 2022
NOTE 15 FINANCIAL RISKS AND FINANCIAL INSTRUMENTS
Categories of financial assets and liabilities
The fair value of financial assets and liabilities does not differ significantly from
the carrying amount,
kDKK 31 dec 2022 31 dec 2021
Financial assets measured at amortised cost:
Other receivables 4,147 4,656
Receivables 10 1,234
Cash and cash equivalents 93,058 277,345
Total cash and cash equivalents 97,215 283,235
Financial liabilities measured at amortised cost:
Trade payables 24,509 6,687
Other payables 1,705 819
Total financial liabilities 26,214 7,506
NOTE 16 AUDIT FEES
Fees to auditors appointed at the Annual General Meetings:
kDKK 2022 2021
Statutory audit
150 139
Tax advisory services
262 191
Other services
83 82
Total audit fees
495 412
Notes
NOTE 17 CONTINGENT LIABILITIES AND SECURITY FOR DEBT
Accounting policies
Contingent liabilities include possible obligations that are uncertain and not yet
held, If the obligation is more likely to be in effect, a provision must then be rec-
ognised,
Contingent liabilities
The existence of contingent liabilities is assessed on an ongoing basis whether
the criteria for recognising a provision are met,
Security for debt
As of 31
st
December 2022, no assets have been pledged,
Nordic Aqua (Ningbo) Co,, Ltd, has entered into an agreement with Xiangshan
Strait Economic & Technological Cooperation Co,, Ltd, in which they will provide
land, infrastructure, utilities and all facilities on a 10 + 10 year lease, with a con-
tracted option for the Group to purchase land, infrastructure, utilities and all facil-
ities during the lease term, The annual lease amounts to MDKK 10,4 for Stage 1,
The buildings will not be formally handed over to company until finally complet-
ed, agreed to be when all utilities, infrastructure and RAS equipment is installed
and commissioned, scheduled to be latest by December 31
st
2023, Company
will start paying rent at the date of such formal handing over of the facilities, how-
ever, no later than January 1
st
2024, The Company has started using the first part
of the facility in Q1 2022, as the Company received egg into the hatchery,
78
Nordic Aqua Annual Report 2022
NOTE 18 RELATED PARTIES
Transactions with related parties
Balances and transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not disclosed in
this note, Transactions between the Group and its related parties are disclosed
below, Transactions to related parties could be loans, interest expenses on these
loans, general payables and receivables and tax settlements,
A company where the Chairman of the Board has significant influence, has re-
ceived advising fee for assistance to the company kDKK 1,728 in 2022 (2021:
kDKK 1,650),
A company where the Chief Financial Officer has significant influence has received
advising fee for assistance to the company kDKK 0 in 2022 (2021: KDKK 157),
There were no further transactions with the Board of Directors or the Executive
Board, besides remuneration, For information on remuneration, please refer to
note 3,
Shareholders Registered office Basis of Influence
Nordic Aqua Ribe, Denmark Significant influence *)
Holding ApS; 50,3 %
Ad *) The 16 shareholders in Nordic Aqua Holding ApS act in a professional ca-
pacity on behalf of its shareholders, and Nordic Aqua Holding ApS is entitled to
distinguish between the different shares and exercise the voting rights attaching
to the different shares in different ways (split voting),
Notes
The Company has entered into the following contracts with two of its
shareholders:
• Feed sales and delivery agreement with Skretting, a subsidiary company of
Nutreco
• Trial and data access agreement with Skretting, a subsidiary company of Nu-
treco
• Technology supply contract with AKVA Group, a company where Knut Nesse
– a member of the board of directors of the Company – is the CEO,
The agreements with AKVA and Skretting (Nutreco) have been entered into at
arm’s length and at market terms,
Nutreco and AKVA Group is an indirect shareholder of the Company through Nor-
dic Aqua Holding ApS,
Other than set out above, the Company has not entered into any transactions
with related parties during the last two financial years that may be material to as-
sessing the admission to trading on Euronext Growth,
79
Nordic Aqua Annual Report 2022
NOTE 19 EVENTS AFTER THE BALANCE SHEET DATE
Redomiciliation to Norway
Effective from July 2023, Nordic Aqua has changed domicile from Denmark to
Norway, With the Company’s shares being traded on Euronext Growth Oslo, and
considering the Company’s limited activity in Denmark, it is the assessment that
such redomiciliation will make the share more attractive to investors and thus
contribute to improving NOAP’s access to capital,
As part of the redomiciliation, Danish Nordic Aqua A/S and Norwegian Nordic
Aqua AS (NOAP AS) will merge, with NOAP AS as the surviving entity, Upon com-
pletion of the merger, the Company’s business will be continued in NOAP AS as a
Norwegian private limited liability company,
The merger will be completed in accordance with the provisions of chapter 13 of
the Norwegian Private Limited Liability Companies Act and chapter 16 of the
Danish Companies Act, Upon completion of the merger the Company’s business,
including all assets, rights and obligations, will be transferred to NOAP AS, and
the shareholders in the Company will as consideration receive one share in NOAP
AS for each share held in the Company, The shares in NOAP AS will be listed on
Euronext Growth Oslo,
Completion of the merger is subject to customary conditions being fulfilled, in-
cluding approval by the general meeting of each of the merging companies,
The changes to company’s legal structures have no implications for existing
shareholders,
Shareholders voting against completion of the merger at the general meeting are
entitled to have their shares redeemed by the Company at market value, Further
details on the procedure for such redemption will be announced later,
Notes
Capital increase
In March 2023 Nordic Aqua raised 199 MDKK (300 MNOK) in a Private Placement, issu-
ing 4,615,384 new shares subscriptions for 4,615,384 the Company’s registered share
capital is now DKK 14,899,368 consisting of 14,899,368 shares, each with a par value of
DKK 1,
Apart from this, no events have occurred after the balance sheet date, which
would change the evaluation of the annual report.
NOTE 20 SUBSIDIARIES
Registered in Corporate form Ownership
Nordic Aqua
(Ningbo) Co., Ltd
Ningbo, China Ltd. 100%
80
Nordic Aqua Annual Report 2022
Financial Statements
Parent Company
Income Statement
Financial Statements Parent Company
kDKK - Summary of result Note 2022 2021
Gross profit/(Loss) -4,873 -4,145
Staff costs 3 -4,006 -1,378
Operating profit/(loss) before amortisation and depreciation -8,879 -5,523
Financial income 3,444 527
Financial expenses -73 -1,463
Profit/loss for the year -5,508 -6,459
Proposted distribution of profit and loss
Retained earnings -5,508 -6,459
Proposted distribution of profit and loss -5,508 -6,459
82
Nordic Aqua Annual Report 2022
Balance Sheet
Financial Statements Parent Company
kDKK Note 2022 2021
ASSETS
Investments in group enterprises 1 223,230 186,043
Recivables from group enterprises 186,772 186,363
Total other financial assets 410,002 372,406
Fixed assets 410,002 372,406
Recievables from group enterprises 30,376 26,612
Recievables from owners and management 0 99
Other recievables 830 1,069
Receivables 31,206 27,780
Cash 12,631 23,886
Total current assets 43,837 51,666
Total assets 453,839 424,072
EQUITY AND LIABILITIES
Contributed capital 10,284 10,284
Retained earnings 408,410 412,957
Equity 418,694 423,241
Trade payables 1,665 831
Payables to group enterprises 33,468 0
Other payables 12 0
Total current liabilities 35,145 831
Total equity and liabilities 453,839 424,072
83
Nordic Aqua Annual Report 2022
Statement of Cash Flow
Financial Statements Parent Company
kDKK Note 2022 2021
Operating profit/loss -8,879 -5,523
Change in working capital 2 -1,619 -24,461
Cash flow from operating activities before financial income and expenses -10,498 -29,984
Financial income, received 3,444 0
Financial expenses, paid -73 -1,256
Income taxes, received/(paid) 0 0
Cash flow from operating activities -7,127 -31,240
Share capital to group enterprises -3,719 -143,578
Loan to group enterprises -409 -185,902
Cash flows from investing activities -4,128 -329,480
Proceeds from capital increase 0 0
Transaction costs of issue of shares 0 0
Cash flow from financing activities 0 0
Cash and cash equivalents, beginning of the year 23,886 384,606
Net (decrease)/increase in cash and cash equivalents -11,255 -360,720
Cash and cash equivalents, end of the year 12,631 23,886
Cash and cash equivalents in the cash flow statement comprise: 0 0
Cash and cash equivalents at the end of the period 12,631 23,886
The figures in the cash flow statement cannot be directly derived from the figures in the balance sheet.
84
Nordic Aqua Annual Report 2022
Statement of Changes in Equity
Financial Statements Parent Company
kDKK Share capital Retained
earnings
Total equity
Equity January 1
st
2022 10,284 412,957 423,241
Net profit/(loss) for the period -5,508 -5,508
Share based innstruments (Note 4 in Group Financial Statement) 961 961
Balance December 30
th
2022 10,284 408,410 418,694
kDKK Share capital Retained
earnings
Total equity
Equity January 1
st
2021 10,284 419,415 429,699
Net profit/(loss) for the period -6,458 -6,458
Balance December 30
th
2021 10,284 412,957 423,241
85
Nordic Aqua Annual Report 2022
NOTE 1 FIXED ASSETS INVESTMENTS
kDKK Investments in group enterprises
Cost at 1 January 2022 186,043
Additions 37,187
Cost at 31 December 2022 223,230
Carrying amout at 31 December 2022 223,230
kDKK Investments in group enterprises
Cost at 1 January 2021 186,043
Cost at 31 December 2021 186,043
Carrying amount at 31 December 2021 186,043
Investments in group enterprises of the total amount of the share capital in Nordic
Aqua (Ningbo) Co., Ltd.
NOTE 2 WORKING CAPITAL
kDKK 2022 2021
Change in receivables from group enterprises -3,764 -24,347
Change in other receivables 677 -776
Change in trade payables and other payables 1,468 662
Total change in working capital -1,619 -24,461
Notes to the Financial Statements Parent Company
Notes
86
Nordic Aqua Annual Report 2022
Notes
NOTE 3 STAFF COST
Staff costs include employees’ salaries and bonuses, social security costs and
other staff costs for salaried employees.
kDKK 2022 2021
Salary 3,034 1,378
Social security costs 12 0
Share based payments (Note 4 - p.70) 960 0
Total 4,006 1,378
Weighted average number of full-time employees 2 1
Executive remuneration:
Board of Directors 420 420
Executive board:
Salaries
Ole Juul Jørgensen, CEO 90 90
Executive board total 90 90
kDKK 2022 2021
Knut Nesse 90 90
Knut Langeteig 90 90
Jan Petersen 90 90
Ragnar Joensen, Chairman 150 150
Board of Directors total 420 420
Share based payments to Board of directors
Ragnar Joensen, Chairman 259 0
Share based payments to Board of Directors 259 0
87
Nordic Aqua Annual Report 2022
ACCOUNTING POLICIES
Reporting class
This annual report has been presented in accordance with the provisions of the Dan-
ish Financial Statements Act governing reporting class B enterprises.
The accounting policies applied to these financial statements are consistent with
those applied last year.
Recognition and measurement
Assets are recognised in the balance sheet when it is probable as a result of a prior
event that future economic benefits will flow to the Entity, and the value of the asset
can be measured reliably.
Liabilities are recognised in the balance sheet when the Entity has a legal or con-
structive obligation as a result of a prior event, and it is probable that future econom-
ic benefits will flow out of the Entity, and the value of the liability can be measured
reliably.
On initial recognition, assets and liabilities are measured at cost. Measurement sub-
sequent to initial recognition is effected as described below for each financial state-
ment item.
Anticipated risks and losses that arise before the time of presentation of the annual
report and that confirm or invalidate affairs and conditions existing at the balance
sheet date are considered at recognition and measurement.
Income is recognised in the income statement when earned, whereas costs are rec-
ognised by the amounts attributable to this financial year.
INCOME STATEMENT
Gross profit or loss
Gross profit or loss comprises revenue and external expenses.
Revenue
Revenue from the sale of services is recognised in the income statement when deliv-
ery is made and risk has passed to the buyer. Revenue is recognised net of VAT, du-
ties and sales discounts and is measured at fair value of the consideration fixed.
Other external expenses
Other external expenses include expenses relating to the Entity’s ordinary activities,
including expenses for premises, stationery and office supplies, marketing costs,
etc.
Staff cost
Staff costs include employees’ salaries and bonuses, social security costs and other
staff costs for salaried employees.
Other financial income
Other financial income comprises dividends etc interest income, net capital or ex-
change gains on securities, payables and transactions in foreign currencies, etc.
Other financial expenses
Other financial expenses comprise interest expenses, etc.
Notes
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Nordic Aqua Annual Report 2022
BALANCE SHEET
Investments in group enterprises
Investments in associates are measured at cost. Investments are written down to the
lower of recoverable amount and carrying amount.
Receivables
Receivables are measured at amortised cost, usually equaling nominal value less
writedowns for bad and doubtful debts.
Cash
Cash comprises bank deposits.
Other financial liabilities
Other financial liabilities are measured at amortized cost, which usually corresponds
to nominal value.
Cash flow statement
The cash flow statement shows cash flows from operating, investing and financing
activities, and cash and cash equivalents at the beginning and the end of the finan-
cial year.
Cash flows from operating activities are presented using the indirect method and
calculated as the operating profit/loss adjusted for non-cash operating items, work-
ing capital changes and income taxes paid.
Cash flows from investing activities comprise payments in connection with acquisi-
tion and divestment of enterprises, activities and fixed asset investments, and pur-
chase, development, improvement and sale, etc. of intangible assets and property,
plant and equipment, including acquisition of assets held under finance leases.
Cash flows from financing activities comprise changes in the size or composition of
the contributed capital and related costs, and the raising of loans, inception of fi-
nance leases, repayments of interest-bearing debt, purchase of treasury shares and
payment of dividend.
Cash and cash equivalents comprise cash and short-term securities with an insignif-
icant price risk less short-term bank loans.
Notes
89
Nordic Aqua Annual Report 2022
Parent Company Details
Parent Company
Nordic Aqua A/S
Hundegade 1
6760 Ribe
Denmark
Business Registration No.:
38 18 30 01
Registered office:
Esbjerg
Date of incorporation:
10.11.2016
Financial year:
01.01.2022 – 31.12.2022
Board of Directors
Atle Aide, Chairman
Aino Olaisen
Knut Nesse
Therese Log Bergjord
Vegard Gjerde
Executive Board
Ragnar Joensen, CEO
Auditors
Deloitte Statsautoriseret
Revisionspartnerselskab
Dokken 8
6700 Esbjerg
Denmark
90
Nordic Aqua Annual Report 2022
PARENT COMPANY DETAILS
Independent Auditor’s Report
Independent Auditor’s Report
91
Nordic Aqua Annual Report 2022
INDEPENDENT AUDITOR’S REPORT
92
Nordic Aqua Annual Report 2022
INDEPENDENT AUDITOR’S REPORT
Business Registration No. 33 96 35 56
Identification No. (MNE) mne33707
Identification No. (MNE) mne34492
93
Nordic Aqua Annual Report 2022
INDEPENDENT AUDITOR’S REPORT
Nordic Aqua A/S
Hundegade 1
6760 Ribe
Denmark
www.nordicaquapartners.com