Fjord Defence Group ASA – Key information regarding potential subsequent repair offering

28 Nov 2025 08:48 CET

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WOULD BE UNLAWFUL.

Oslo, 27 November 2025,

Reference is made to the stock exchange announcements by Fjord Defence Group ASA
("Fjord Defence Group" or the "Company") on 27 November 2025 regarding a
successful placement and conditional allocation of 13,333,333 new shares in the
Company (the "Offer Shares") at a price per Offer Share of NOK 12 (the "Offer
Price"), raising gross proceeds to the Company of approx. NOK 160 million (the
"Private Placement"), and a potential subsequent repair offering (the
"Subsequent Offering").

The completion of the Private Placement by issuance of the Offer Shares is
subject to approval by an extraordinary general meeting of the Company, expected
to be held on or about 18 December 2025 (the "EGM"), and certain other
conditions, as further detailed in the announcement of 27 November 2025.

The Company has resolved to carry out a Subsequent Offering, subject to (i)
completion of the Private Placement (including approval by the EGM); (ii)
approval by the EGM to authorise the board of directors (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.

The Subsequent Offering will be conducted at a price of NOK 12 per share (the
"Subscription Price") with non-tradeable subscription rights for up to 2,083,333
new shares in Fjord Defence Group towards existing shareholders in the Company
as of 26 November 2025 (as registered in the VPS two trading days thereafter,
the "Record Date"), 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 period for any Subsequent Offering (if applicable) is expected
to commence in the first quarter of 2026.

In accordance with the continuing obligations of companies listed on Euronext
Oslo Børs, the following key information is given with respect to the Subsequent
Offering:

- Date on which the terms and conditions of the repair issue were announced: 26
November 2025
- Last day including right to receive subscription rights: 26 November 2025
- Ex-date: 27 November 2025
- Record date: 28 November 2025
- Date of approval: On or about 18 December 2025 (date of EGM expected to
authorise the Board to issue shares in a Subsequent Offering)
- Maximum number of new shares: Up to 2,083,333 new shares in the Company
- Subscription price: NOK 12




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 subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act and the Oslo Rule Book II.

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 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 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
make 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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