Merger proposal between Schouw & Co. and BioMar Holding A/S


Merger of Aktieselskabet Schouw & Co. and BioMar Holding A/S

The boards of directors of Aktieselskabet Schouw & Co. ("Schouw &
Co.") and BioMar Holding A/S ("BioMar Holding") have agreed to
recommend that the two companies merge with Schouw & Co. as the
continuing company.

Prior to the merger, a proposal will be made to issue bonus shares to
the existing shareholders of Schouw & Co. at a ratio of one new share
for every share held.

The merger will be completed following the bonus share issue by each
share in BioMar Holding with a nominal value of DKK 20 being
exchanged for one share in Schouw & Co. with a nominal value of DKK
10.

BioMar Holding is already a fully consolidated subsidiary in Schouw &
Co's financial statements and the only effect of the merger is that
there will no longer be minority interests in BioMar Holding.

Questions relating to the above should be directed to the management
boards of the two compa-nies:

Jens Bjerg Sørensen, President, Schouw & Co., tel. + 45 86 11 22 22.
Nils Agnar Brunborg, CEO, BioMar Holding, tel. +45 25 50 50 18.

On behalf of the Board of Directors
Jørn Ankær Thomsen
Chairman, Schouw & Co.

Jens Bjerg Sørensen
Chairman, BioMar Holding

Attachments

Memorandum BioMar Memorandum Schouw Merger plan Merger Opinion AoA