Fjord Defence Group ASA – Successful placement of private placement

27 Nov 2025 01:57 CET

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Oslo, 27 November 2025:

Reference is made to the stock exchange announcement by Fjord Defence Group ASA
("Fjord Defence Group" or the "Company") on 26 November 2025 (the
"Announcement"), regarding the agreement to acquire 100% of the shares in
Scanfiber Composites A/S ("Scanfiber") (the "Acquisition"), and a contemplated
private placement of new shares in the Company (the "Private Placement").

The Company is pleased to announce that the Private Placement has been
successfully placed, and that the Company’s board of directors (the "Board") has
resolved to conditionally allocate 13,333,333 new shares (the "Offer Shares") at
a price per Offer Share of NOK 12.00 (the "Offer Price"), thereby raising gross
proceeds to the Company of approx. NOK 160 million. The Private Placement
attracted strong interest and was significantly oversubscribed, and was thus
upsized by approx. NOK 10 million from the original offer size of approx. NOK
150 million.

The net proceeds to the Company from the Private Placement will be used to fund
the Cash Consideration Plug (as defined in the Announcement) in the Acquisition.

Timeline and settlement

The issuance of Offer Shares and Consideration Shares (as defined in the
Announcement) is subject to approval by an extraordinary general meeting of the
Company expected to be held on or about 18 December 2025 (the "EGM"). The notice
to the EGM is expected to be published by the Company on or about 27 November
2025.

Notice of conditional allocation and payment instructions will be communicated
by the Managers (as defined below) to the applicants having been allocated Offer
Shares in the Private Placement on 27 November 2025 before 09:00 CET.

The first day of trading for the Offer Shares on Oslo Børs is expected on or
about 18 December 2025 after a stock exchange notice regarding the approval of
the issuance of Offer Shares by the EGM has been published.

The Private Placement is expected to be settled by the Managers on a
delivery-versus-payment ("DVP") basis on or about 22 December 2025 (second
trading day after the EGM).The DVP settlement structure in the Private Placement
is facilitated by a share lending agreement (the "Share Lending Agreement")
between the Company, the Managers and certain large existing shareholders in the
Company. The Managers will settle the share loan under the Share Lending
Agreement with new shares in the Company to be issued by the EGM.

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, which is expected
in January 2026.

Following the necessary resolutions by the EGM and registration of the issuance
of the Offer Shares (prior to the issuance of the Consideration Shares), the
Company will have a share capital of NOK 460,165,255.20 divided into 54,781,578
shares, each with a nominal value of NOK 8.40.

Conditional allocations of Offer Shares

The following members of the Company's Board and management have conditionally
been allocated Offer Shares at the Offer Price as follows:

* AS Saturn, close associate of Jon Asbjørn Bø (CEO of the Company), has been
allocated 166,666 Offer Shares (approx. NOK 2.0 million);
* Mack Holding AS, close associate of Kristian Zahl (COO of the Company), has
been allocated 98,720 Offer Shares (approx. NOK 1.2 million);
* Finance Interims ToDo AS, close associate of Øyvind Mølmann (CFO of the
Company), has been allocated 98,720 Offer Shares (approx. NOK 1.2 million); and
* Ketil Skorstad (member of the Board) through associated companies, has been
allocated 1,250,000 Offer Shares (NOK 15 million).

Conditions for completion

Completion of the Private Placement by delivery of Offer Shares to investors is
still subject to (i) all corporate resolutions required to implement the Private
Placement being validly made by the Company, including the EGM resolving to
issue the Offer Shares and the Consideration Shares (or authorise the Board to
do so), (ii) the Share Lending Agreement remaining in full force and effect, and
(iii) the share purchase agreement in the Acquisition remaining in full force
and effect (jointly referred to as the "Conditions").

The applicants acknowledge that the Private Placement will be cancelled if the
Conditions are not fulfilled, and that the Private Placement is not conditional
upon the completion of the Acquisition (due to certain regulatory approvals
required for completion). 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.

Potential subsequent repair offering and equal treatment considerations

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. On this basis, and taking into
account the Subsequent Offering (see below), the Board is of the opinion that
the waiver of preferential rights inherent in the Private Placement is in the
common interest of the Company and its shareholders.

To limit the dilutive effects for the existing shareholders not participating in
the Private Placement, the Board has resolved to propose that the EGM authorises
the Board to resolve a share capital increase in connection with a potential
subsequent repair offering of up to 2,083,333 new shares in the Company equal to
approx. NOK 25 million (the "Subsequent Offering"). The Subsequent Offering will
be directed towards existing shareholders in the Company as of 26 November 2025
(as registered in Euronext Securities Oslo (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 "Eligible Shareholders"). The subscription price in the
Subsequent Offering will be equal to the Offer Price in the Private Placement.
The Eligible Shareholders will receive non-transferrable subscription in the
Subsequent Offering. Oversubscription with subscription rights will be allowed.
Subscription without subscription rights will not be allowed.

The Subsequent Offering is subject to (i) completion of the Private Placement
(including approval by the EGM); (ii) approval by the EGM to authorise the Board
to issue new shares in the Subsequent Offering and the Board resolving to issue
new shares; (iii) approval and publication of a prospectus; and (iv) the
prevailing market price and trading volume of the Company's shares following the
Private Placement. The Board may decide that the Subsequent Offering will not be
carried out if the Company's shares trade at or below the subscription price in
the Subsequent Offering (i.e. the Offer Price) at sufficient volumes.

ADVISERS

Nordea Bank Abp, filial i Norge, and Pareto Securities AS are acting as joint
managers and joint bookrunners in connection with the Private Placement (the
"Managers"). Wikborg Rein Advokatfirma AS is acting as legal adviser to the
Company.

CONTACTS

For more information, please contact:

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

DISCLOSURE

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.

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.

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 vi

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