Regulatoriskt pressmeddelande

Stabilisation period begins

COMPANY ANNOUNCEMENT NO. 3-2026

28 MAY 2026

INSIDE INFORMATION

TO: THE DANISH FINANCIAL SUPERVISORY AUTHORITY AND NASDAQ COPENHAGEN

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

This announcement does not constitute an offering circular or a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017, as amended. The offer to acquire securities pursuant to the offering is made, and any investor should make any investment decision, solely on the basis of information that is contained in the offering circular or prospectus published by BioMar Group A/S in connection with the offering. Copies of the offering circular may be obtained by persons in Denmark through the website of BioMar Group A/S as set forth elsewhere in this announcement.

Stabilisation period begins

With reference to the offering circular (the “Offering Circular”) as published by BioMar Group A/S (“BioMar”) and company announcements no. 1-2026 dated 19 May 2026 related to the publication of the Offering Circular for BioMar’s initial public offering (the “Offering”) and admission to trading and official listing of the shares of BioMar on Nasdaq Copenhagen and no. 2-2026 dated 28 May 2026 related to the result of the Offering, BioMar has received notification regarding the beginning of the stabilisation period from DNB Carnegie Investment Bank, Filial af DNB Carnegie Investment Bank AB (PUBL), Sverige ("DNB Carnegie") acting as stabilising manager (the “Stabilising Manager”) in the Offering.

Reference is made to the below announcement from the Stabilising Manager.

Information about BioMar

BioMar is a leading global aquafeed solutions provider, focusing on the attractive segment of high‑value species such as salmon, warm‑water shrimp, trout, sea bass and sea bream and many other high-value fish. BioMar operates 16 feed production facilities and five technology centres located in the major aquaculture hubs in Europe, Latin America and Asia. In total, BioMar supplies high-value feed for more than 45 different species, offering its products in more than 90 countries to approx. 1,400 customers.

Since BioMar became part of Aktieselskabet Schouw & Co. (“Schouw & Co.”) in 2005, consolidated revenue has grown by 10% per year on average, reaching a revenue of DKK 16.5 billion in 2025. Earnings (EBIT) have grown even faster, with an annual average growth rate of 12%, exceeding DKK 1.1 billion in 2025. BioMar’s full 2025 Annual Report and Q1 2026 interim report can be found at www.investors.biomar.com

Global demand for protein is rising due to an expanding global population, with aquaculture emerging as one of the fastest growing and most sustainable sources of non-plant proteins. This positions aquaculture as a key driver in bridging the gap between rising protein demand and constrained supply.

Over the years, it has become evident that feed is far more than an enabler of growth. It is also impacting the quality of seafood end-products, and with the right nutritional solutions, fish and shrimp can thrive, build greater resilience, and mitigate health challenges, all while lowering environmental impact through the use of circular and restorative raw materials. Feed is particularly important to the aquaculture value chain, generally accounting for up to 80% of farmers of high value species’ carbon footprint and more than 50% of their operating expenses.

BioMar’s position in the value chain, its diversification across species and geographies, as well as strong innovation and sustainability credentials allow it to stay at the forefront of the sector’s evolution from commoditised feed to sophisticated ingredients solutions, resulting in greater visibility on earnings and stronger resilience.

Contact details:

Sif Rishoej, VP People, Purpose & Communication, BioMar Group A/S, +45 23 83 91 71

Carlos Diaz, CEO BioMar Group A/S, telephone +45 86 20 49 70

Important notice

This announcement does not constitute an offering circular or a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017, as amended, and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in BioMar Group A/S (the “Company”), except on the basis of information in the offering circular published by the Company in connection with the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S. Copies of the offering circular are available from the Company's registered office and on the website of the Company.

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.

This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”). This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. Any securities sold in the United States will be sold only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act.

In any member state of the European Economic Area (“EEA Member State”), other than Denmark, this communication is only addressed to, and is only directed at, investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of Regulation (EU) No. 2017/1129 of 14 June 2017, as amended.

This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities falling within Article 49(2)(a) – (d) of the Order (the persons described in (i) through (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

No representation or warranty, express or implied, is made by any of DNB Carnegie Investment Bank, Filial of DNB Carnegie Investment Bank AB (PUBL), Sverige, Morgan Stanley & Co. International plc, Danske Bank A/S and Nordea Danmark, Filial af Nordea Bank Abp, Finland (collectively, the “Joint Global Coordinators”) or any of their respective affiliates, directors, officers, employees, advisers or agents as to the accuracy or completeness or verification of the information contained in this announcement (or whether any information has been omitted therefrom), and nothing contained herein is, or shall be relied upon as, a promise or representation by any of them in this respect, whether as to the past or future. The information in this announcement is subject to change. None of the Joint Global Coordinators or any of their respective affiliates, directors, officers, employees, advisers or agents assume any responsibility for its accuracy, completeness, or verification and accordingly they disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. The Joint Global Coordinators and their affiliates are acting exclusively for the Company and Aktieselskabet Schouw & Co. (“Schouw & Co.”) and no-one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other than the Company and Schouw & Co. for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the offering, the Joint Global Coordinators and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the offering or otherwise. Accordingly, references in the offering circular to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Joint Global Coordinators and any of their affiliates acting as investors for their own accounts. In addition, certain of the Joint Global Coordinators, their affiliates or any other investment vehicles directly or indirectly connected therewith may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which such Joint Global Coordinator (or their affiliates) may from time to time acquire, hold or dispose of such securities. The Joint Global Coordinators do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Stabilisation

In connection with the offering, DNB Carnegie Investment Bank, Filial of DNB Carnegie Investment Bank AB (PUBL), Sverige (the “Stabilising Manager”) (or persons acting on behalf of the Stabilising Manager) may over-allot securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation. Any stabilisation action may begin on or after the date of commencement of trading and official listing of the securities on Nasdaq Copenhagen A/S and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading and official listing of the securities.

The offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the offering will proceed and that the listing will occur.

Forward-looking statements

This announcement contains forward-looking statements, which are based on current expectations, projections and assumptions about future events. Forward-looking statements are statements (other than statements of historical fact) and that can be identified by words such as “may”, “will”, “should”, “expect”, “anticipate”, “believe”, “estimate”, “plan”, “predict”, “intend”, “continue”, or variations of these words, including negatives thereof, as well as other statements regarding matters that are not historical facts or regarding future events or prospects, constitute forward-looking statements. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Information to distributors

EEA product governance requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that the shares in the Company are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Positive Target Market”). Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom (the “Negative Target Market”, and together with the Positive Target Market, the “Target Market Assessment”). The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients or eligible counterparties (except for a public offering to investors in Denmark conducted pursuant to a separate prospectus that has been approved by and registered with the Danish FSA).

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the shares in the Company.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in the Company and determining appropriate distribution channels.

UK product governance requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook, (together, the “UK Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that the shares in the Company are: (a) compatible with an end target market of retail investors and investors who meet the criteria of eligible counterparties and professional clients, as defined in the FCA Handbook Conduct of Business Sourcebook; and (b) eligible for distribution through all distribution channels (the “UK Target Market Assessment”). Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapter 9A and 10A of the FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own UK Target Market Assessment in respect of the shares in the Company and determining appropriate distribution channels.

Pre-Stabilisation notice

DNB Carnegie (Jens Plenov, telephone +45 32 88 03 94) hereby gives notice that the Stabilising Manager named below and its affiliated may stabilise the offer of the following securities in accordance with Commission Regulation (EC) 2016/1052 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilisation measures.

The securities 
Issuer:BioMar Group A/S
Securities:Shares (ISIN DK0064867972)
Temporary purchase certificates (ISIN DK0064982482)
(temporary ISIN to be merged with permanent ISIN on or about 3 June 2026)
Offering size:25,163,000 shares of DKK 2.50 nominal value each
Offer price:DKK 108 per share
Associated securities:N/A
Market:Nasdaq Copenhagen (XCSE)
Ticker:BIOMAR (shares), BIOMAR TEMP (temporary purchase certificates)
Stabilisation 
Stabilising Manager:DNB Carnegie Invest Bank, Filial af DNB Carnegie Investment Bank AB (PUBL), Sverige
Stabilisation period expected to start on:28 May 2026
Stabilisation period expected to end no later than:26 June 2026
Maximum size of overallotment facility:3,775,450 shares
Conditions of use of overallotment facility:In connection with the offering in BioMar Group A/S, DNB Carnegie Invest Bank, Filial af DNB Carnegie Investment Bank AB (PUBL), Sverige has overallotted a total of 3,775,450 shares in the form of temporary purchase certificates to the applicants in the offering, representing 15% of the number of shares issued and sold in the offering before overallotments.
Overallotment Option 
Exercise period30 calendar days
Conditions of use of overallotment optionAktieselskabet Schouw & Co. has granted DNB Carnegie Investment Bank, Filial af DNB Carnegie Investment Bank AB (PUBL), Sverige, as the Stabilising Manager, an overallotment option to purchase up to 3,775,450 shares in BioMar Group A/S, which may be exercised by the Stabilising Manager in whole or in part during the period commencing on 28 May 2026 and ending 30 calendar days thereafter solely to cover overallotments or short positions in connection with the offering or stabilisation transactions.

In connection with this offering, the Stabilising Manager has overallotted securities and may effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time. The Stabilising Manager may close out the short position created by overallotting shares in the Offering by buying shares in the open market through stabilisation activities and/or by exercising the overallotment option.

No later than the end of the seventh trading day following the date of execution of any stabilisation transactions, the Stabilising Manager will ensure adequate public disclosure of the details of the stabilisation transactions taken, if any. Following the expiry of the Stabilisation Period, the Stabilising Manager will publish an announcement on Nasdaq Copenhagen, under the Company’s ticker, with information as to whether or not it has undertaken any stabilisation activities, including the total number of shares sold and purchased, the date at which the stabilisation activities commenced, the date at which stabilisation activities last occurred and the price range within which stabilisation was carried out for each of the dates where stabilisation transactions were made.