Fjord Defence Group ASA – Acquisition of Scanfiber Composites A/S and contemplated equity private placement

26 Nov 2025 16:34 CET

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Oslo, 26 November 2025

Fjord Defence Group ASA ("Fjord Defence Group" or the "Company") is pleased to
announce that it today has entered into an agreement with EBC Holding A/S, EBC
Family Invest ApS, and Mytt Holding Aps (together, the "Sellers") to acquire
100% of the shares in Scanfiber Composites A/S ("Scanfiber") (the
"Acquisition"). The purchase price in the Acquisition is approx. NOK 405.6
million, of which approx. NOK 150 million will be financed through a
contemplated private placement of new shares (the "Offer Shares") in the Company
(the "Private Placement"). The Company has engaged Nordea Bank Abp, filial i
Norge, and Pareto Securities AS as Joint Managers and Joint Bookrunners in the
Private Placement (the "Managers").

ABOUT SCANFIBER

Scanfiber is a leading manufacturer of ballistic protection solutions using
advanced composite materials with nearly 30 years of industry experience. The
company specialises in lightweight, durable ballistic protection for vehicles,
vessels, aircrafts, buildings and personnel, with customers across Europe,
mainly comprising blue-chip military original equipment manufacturers (OEMs).
Scanfiber sources high-performance fiber composites exclusively from reputable
European suppliers, ensuring quality, durability and timely delivery. The
company operates with a highly experienced inhouse team based in Sindal,
Denmark, with a facility equipped with state-of-the-art machinery and offering
capacity for future expansion.

Scanfiber has demonstrated strong and profitable growth, expected to continue
going forward. Scanfiber has seen strong financial development since 2022 with a
CAGR of 50% the last three years coupled with an EBITDA margin of 33% and EBIT
margin of 30% on an LTM basis. Given a strong investment push in European NATO
countries Scanfiber's current orderbook & pipeline ensure high visibility for
continued strong growth the next five years.

STRATEGIC RATIONALE

The Acquisition carries compelling strategic merits with Scanfiber being well
suited for integration into Fjord Defence Group. The Acquisition is expected to
solidify and expand the Group's footprint within the attractive market for
military vehicles in Northern and Central Europe particularly. The Company has
identified substantial top line synergy potential through cross selling of
Scanfiber's and Fjord Defence Group's products to existing and new clients.
Scanfiber's revenues almost exclusively come from the defence sector, and the
Company has developed clear strategic priorities together with Scanfiber to
exploit each other's strong market position and further accelerate growth. The
Acquisition also expands the Company's geographic presence to Denmark which is
beneficial for European penetration and offset opportunities within defence.

"We are very pleased to have partnered with Fjord Defence Group as we believe in
the overall strategy & high ambitions of the Group and we especially believe
Scanfiber will thrive under its new ownership. For three decades, we have built
Scanfiber into a reputable supplier of ballistic protection and we are confident
that Fjord Defence is the ideal new home for Scanfiber as we share much of the
same mindset for the future. We look forward to excel Scanfiber's already
promising outlook together with the management and board of Fjord Defence
Group", says Erik Bundgaard Christensen, CEO and founder and seller of
Scanfiber.

"After forming Fjord Defence Group in June this year, we are happy to announce
this transaction which meets all the criteria we have prioritized. Scanfiber is
a solid supplier of high quality products to European NATO countries with both
high growth and high margins. In addition, the business is scalable and can
double in size without the need for any meaningful capex. Their market position
within defence is an area we know well and we are therefore very confident that
we are making an acquisition which will serve us well the next years", says Jon
Asbjørn Bø, CEO of Fjord Defence Group.

A company presentation with further information about the Acquisition and
Scanfiber will be made available on the Company's website
https://www.fjorddefencegroup.no/.

ACQUISITION TERMS AND FINANCING

The Acquisition values Scanfiber at an enterprise value of DKK 255 million
(approx. NOK 397.8 million), which corresponds to an equity value of DKK 260
million (approx. NOK 405.6 million) (the "Purchase Price"), after a working
capital adjustment. The Acquisition will be completed on the basis of a
locked-box mechanism per 30 September 2025 and no additional adjustments will be
made to the Purchase Price (except that it will be subject to (i) a customary 5%
locked box interest, (ii) deduction of DKK 350,000 in W&I insurance cost, and
(iii) customary deduction of any potential leakage).

The Purchase Price will be settled with (i) new shares in the Company worth
approx. DKK 52 million (approx. NOK 81.1 million) at a price per share equal to
the offer price in the Private Placement (the "Consideration Shares"), and (ii)
approx. DKK 208 million (approx. NOK 324.5 million) in cash (the "Cash
Consideration").

The Cash Consideration will be funded by the Company with (i) approx. DKK 96.2
million (approx. NOK 150 million) in new long term bank financing as further
discussed below, (ii) approx. DKK 15.7 million (approx. NOK 24.5 million) in
excess cash from the Company's balance sheet, and (iii) approx. DKK 96.2 million
(approx. NOK 150 million) in net proceeds from the Private Placement (the "Cash
Consideration Plug").

The Consideration Shares will be subject to lock-up, with 50% of the
Consideration Shares being released after 12 months, and the remaining 50% after
24 months, counting from the date of completion of the Acquisition.

The Acquisition is expected to be completed in January 2026 and will be subject
to (i) certain mandatory regulatory approvals (including approval under the
Danish Act on War Materials and FDI approval in the UK), (ii) approval of the
issuance of the Consideration Shares and the Offer Shares by an extraordinary
general meeting of the Company expected to be held on or about 18 December 2025
(the "EGM") or by the Company's board of directors (the "Board") if so
authorised by the EGM, and (iii) certain other customary conditions to the
benefit of the Company.

Shareholders representing in aggregate ~50.1% of the votes in the Company have
undertaken to vote in favour of the resolutions at the EGM.

The Consideration Shares will be listed on Euronext Oslo Børs following and
subject to approval by the Financial Supervisory Authority of Norway and
publication of a prospectus in accordance with the EU Prospectus Regulation
(2017/1129) on prospectuses for securities and ancillary regulations (the "EU
Prospectus Regulation"), as implemented under Norwegian law.

AMENDED DEBT FACILITY

In connection with the Acquisition, Fjord Defence Group has received a
commitment letter from Nordea regarding an amendment to its existing facilities
agreement, comprising a new NOK 150 million term loan and a new NOK 15 million
overdraft facility. The term loan will be drawn to partly finance the Cash
Consideration of the Purchase Price. The term loan will have a tenor of five
years with straight line amortisation, and a competitive margin with quarterly
interest payment. The term loan will be secured with a share pledge in material
companies and pledge in all operational assets of the Fjord Defence group, and
require 50% of the interest rate exposure to be hedged for a minimum period of
five years. The amended facility agreement will contain ordinary covenants
linked to leverage, interest coverage and liquidity.

THE CONTEMPLATED PRIVATE PLACEMENT

The Private Placement will commence immediately. The net proceeds to the Company
from the Private Placement will be used to fund the Cash Consideration Plug in
the Acquisition.

The offer price and number of Offer Shares to be issued in the Private Placement
will be determined by the Board in consultation with the Managers on the basis
of an accelerated bookbuilding process.

Bookbuilding period

The bookbuilding period for the Private Placement commences immediately, on 26
November 2025, at 16:30 (CET) and ends tomorrow, 27 November 2025, at 08:00
(CET) (the "Bookbuilding Period"). The Company together with the Managers may,
at their own discretion, close or extend the Bookbuilding Period at any time and
for any reason and on short or without notice. If the Bookbuilding Period is
shortened or extended, the other dates referred to herein may be amended
accordingly.

Pre-commitments

The following members of the Company's management and Board have collectively
pre-committed to subscribe for, and will be allocated Offer Shares for, approx.
NOK 19.4 million at the Offer Price in the Private Placement:

* Jon Asbjørn Bø through AS Saturn (CEO of the Company): NOK 2 million.
* Kristian Zahl through Mack Holding AS (COO of the Company): NOK equivalent of
EUR 100,000.
* Øyvind Mølmann through Finance Interims ToDo AS (CFO of the Company): NOK
equivalent of EUR 100,000.
* Ketil Skorstad through Tigerstaden AS (member of the Board): NOK 15 million.

Selling restrictions

The Private Placement is directed towards investors subject to applicable
exemptions from relevant registration, filing and prospectus requirements, and
subject to other applicable selling restrictions. The minimum application and
allocation amount in the Private Placement has been set to the NOK equivalent of
EUR 100,000 per investor. However, the Company may offer and allocate Offer
Shares for amounts below the NOK equivalent of EUR 100,000 to the extent
exemptions from prospectus requirements, in accordance with applicable
regulations, including the Norwegian Securities Trading Act and the EU
Prospectus Regulation, are available. Further selling restrictions and
transaction terms will apply.

Allocation

Conditional allocation of Offer Shares will be made at the sole discretion of
the Board (in consultation with the Managers) after expiry of the Bookbuilding
Period. The Board will focus on criteria such as (but not limited to)
pre-commitments, indications from the pre-sounding phase, price leadership,
existing ownership in the Company, timeliness of order, relative order size,
sector knowledge, perceived investor quality and investment horizon. The Company
reserves the right, at its sole discretion, to reject and/or reduce any orders,
in whole or in part.

Notification of conditional allocation and payment instructions is expected to
be sent by the Managers on or about 27 November 2025 before 09:00 (CET).

Settlement

The date for settlement of the Private Placement is expected to be on or about
23 December 2025, subject to, among other things, handling time for registration
of the share capital increase relating to the Private Placement in the Norwegian
Register of Business Enterprises (the "NRBE") and fulfilment of the Conditions
(see below).

The DVP settlement structure in the Private Placement is facilitated by (i) a
pre-payment agreement (the "Pre-Payment Agreement") between the Company and the
Managers, and (ii) a share lending agreement (the "Share Lending Agreement")
between the Company, the Managers and certain large existing shareholders in the
Company.

The first day of trading on Euronext Oslo Børs for the Offer Shares is expected
on or about 22 December 2025, subject to registration of the new share capital
in the NRBE. The Company will announce when such registration has taken place.

The new shares in the Company to be delivered (i) to the share lenders pursuant
to the Share Lending Agreement, and (ii) as Consideration Shares to the Sellers
in the Acquisition, will be issued on a separate ISIN and will not be tradable
on Euronext Oslo Børs until a listing prospectus has been approved by the
Financial Supervisory Authority of Norway and published by the Company.

Conditions for completion

Completion of the Private Placement by delivery of Offer Shares to investors is
subject to (i) all corporate resolutions required to implement the Private
Placement being validly made by the Company, including the Board resolving to
consummate the Private Placement and conditionally allocate the Offer Shares and
the EGM resolving to issue the Offer Shares and the Consideration Shares (or
authorise the Board to do so), (ii) the Pre-Payment Agreement and the Share
Lending Agreement remaining in full force and effect, (iii) the share capital
increase pertaining to the issuance of the Offer Shares being validly registered
with the NRBE, (iv) the Offer Shares being validly issued and registered in the
Norwegian Central Securities Depository (Euronext Securities Oslo or the "VPS"),
and (v) the share purchase agreement in the Acquisition remaining in full force
and effect (jointly referred to as the "Conditions").

Please note that the Private Placement is not conditional upon the completion of
the Acquisition. The settlement of Offer Shares in the Private Placement will
thus remain final and binding and cannot be revoked, cancelled or terminated by
the respective applicants if the Acquisition is not completed.

The Company reserves the right to cancel the Private Placement at any time and
for any reason prior to the EGM. The applicants also acknowledge that the
Private Placement will be cancelled if the Conditions are not fulfilled. Neither
the Company nor the Managers will be liable for any losses incurred by
applicants if the Private Placement is cancelled, irrespective of the reason for
such cancellation.

Lock-ups

In addition to the lock-up on the Consideration Shares to be issued in the
Acquisition (see above), members of the Company's management and Board have
agreed to a 6-month lock-up counting from the date of approval of the Private
Placement by the EGM. Additionally, AS Saturn (7.56% ownership), Trigger AS
(7.55% ownership), Cubic Invest AS (7.55% ownership), GKI AS (6.96% ownership)
and Hugin Management AS (5.21% ownership) are under an existing lock-up where
1/3 of their current shareholding are released after 12 months, another 1/3
after 24 months, and the remaining 1/3 after 36 months, counting from 20 June
2025.

Voting undertaking

By applying for Offer Shares in the Private Placement, applicants who are
existing shareholders in the Company irrevocably undertake to vote in favour of,
or give a voting proxy to be used in favour of, all of the Board's proposed
resolutions relating to the Acquisition (including the Consideration Shares),
the Private Placement and the potential subsequent repair offering (see below),
at the EGM. Such undertaking will apply to all shares in the Company held or
controlled by such applicant (directly or indirectly) as of the record date for
the EGM (to be set out in the notice of the EGM).

Equal treatment and potential subsequent repair offering

The Private Placement represents a deviation from the shareholders' preferential
rights to subscribe for the Offer Shares. The Private Placement has been
considered by the Board in light of the equal treatment obligations under the
Norwegian Public Limited Liability Companies Act and the Norwegian Securities
Trading Act, cf. recommendation no. 4 of the Norwegian Code of Practice for
Corporate Governance. The Board is of the opinion that the Private Placement is
in compliance with these requirements. The issuance of the Offer Shares is
carried out as a private placement to fund the Cash Consideration Plug and hence
enable the Company to complete the Acquisition. By structuring the fundraising
as an equity private placement (with a potential Subsequent Offering, as defined
below), the Company is able to efficiently raise capital for the abovementioned
purpose at a market-based offer price within the timeline for the Acquisition.
Structuring the fundraising as a rights issue directed towards all shareholders
would have entailed more costs and taken several months to complete, likely at a
significant discount to the trading price. The Company has also received
pre-commitments from members of the Company's Board and management to reduce
transaction risk.

Based on the above, an assessment of the current equity markets as advised by
the Managers, the Company's need for funding to finance the Cash Consideration
Plug in the Acquisition, deal execution risk, available alternatives, and the
potential Subsequent Offering (see below), the Board considers the waiver of the
preferential rights inherent in the Private Placement to be in the common
interest of the Company and its shareholders.

Subject to completion of the Private Placement (including approval by the EGM),
approval and publication of a prospectus and certain other conditions, the Board
may resolve to carry out a subsequent offering of new shares in the Company at
the offer price in the Private Placement (the "Subsequent Offering"). Any such
Subsequent Offering, if applicable and subject to applicable securities laws,
will be directed towards existing shareholders in the Company as of 26 November
2025 (as registered in the VPS two trading days thereafter), who (i) were not
included in the pre-sounding phase of the Private Placement, (ii) were not
allocated Offer Shares in the Private Placement, and (iii) are not resident in a
jurisdiction where such offering would be unlawful or would (in jurisdictions
other than Norway) require any prospectus, filing, registration or similar
action. The Company reserves the right in its sole discretion to not conduct or
to cancel any Subsequent Offering.

LEGAL ADVISER

Wikborg Rein Advokatfirma AS is acting as legal adviser to Fjord Defence Group.

For more information, please contact:

Jon Asbjørn Bø, CEO
jab@fjorddefence.com
+47 930 86 932

About Fjord Defence Group ASA

Fjord Defence Group ASA ("DFENS") is a Norwegian "compounder" listed on Euronext
Oslo Børs seeking to acquire and develop fast-growing, profitable, and well-run
companies in the defence industry. The company has a buy & build strategy, with
focus on acquiring established, profitable businesses within the defence,
security and related segments. More information on www.fjorddefencegroup.com.

* * *

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading
Act. This stock exchange announcement was published by Kristian Zahl, COO of
Fjord Defence Group, at the date and time as set out above.

IMPORTANT NOTICE

These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials are
not being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the potential equity raise
in the United States or to conduct a public offering of securities in the United
States. Any sale in the United States of the securities mentioned herein will be
made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act.

In any EEA member state, this communication is only addressed to and is only
directed at qualified investors in that member state within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).

In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors who are (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this communication relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

This communication contains forward-looking statements concerning future events,
including possible issuance of equity securities of the Company. Forward-looking
statements are statements that are not historical facts and may be identified by
words such as "believe", "expect", "anticipate", "strategy", "intends",
"estimate", "will", "may", "continue", "should" and similar expressions. The
forward-looking statements in this communication 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. Actual events may differ
significantly from any anticipated development due to a number of factors,
including, but not limited to, changes in investment levels and need for the
group's services, changes in the general economic, political, and market
conditions in the markets in which the group operate, and changes in laws and
regulations. Such risks, uncertainties, contingencies, and other important
factors include the possibility that the Company will determine not to, or be
unable to, issue any equity securities, and could cause actual events to differ
materially from the expectations expressed or implied in this communication by
such forward-looking statements. The Company does not make any guarantees that
the assumptions underlying the forward-looking statements in this communication
are free from errors.

The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review, or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise, unless required by laws or
regulations.

The Managers are acting exclusively for the Company and no one else in
connection with the potential equity raise and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients, or
for advice in relation to the contents of this announcement or any of the
matters referred to herein. Neither the Managers nor any of their respective
affiliates makes any representation as to the accuracy or completeness of this
announcement and none of them accepts any liability arising from the use of this
announcement or responsibility for the contents of this announcement or any
matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company.

Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.

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