AGM Information • Dec 18, 2025
AGM Information
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To the shareholders in Kongsberg Gruppen ASA
The Board of Directors hereby call for an Extraordinary General Meeting of Kongsberg Gruppen ASA (the "Company").
The Extraordinary General Meeting is held as a digital meeting, without physical attendance for shareholders.
The General Meeting online can be found here: https://dnb.lumiconnect.com/100-400-012-095 and/or here: www.kongsberg.com/investor-relations/general-meeting/
Once you have accessed this website, you identify yourself with the Reference Number and PIN code formed in the VPS for this General Meeting.
Further information is provided by the attached proxy form and at the last page of this notice, as well as the attached Online Guide.
The General Meeting will be opened and chaired by the Chairman of the board of directors in accordance with section 5-12, first paragraph of the Norwegian Public Limited Liability Companies Act and article 8 of the Company's articles of association.
The following matters are on the agenda:
The Board of Directors proposes that the general meeting adopts the following resolution: The notice and agenda are approved.
In accordance with the Company's articles of association, the Chairman of the board of directors will chair the general meeting. At the general meeting, the Chair of the meeting will propose a co-signer of the minutes.
On 17 December 2025, the board of directors of the Company and the board of directors of the Company's wholly owned subsidiary Kongsberg Maritime ASA approved and signed the joint demerger plan (the "Demerger Plan") for the demerger of the Company with transfer of assets, rights and liabilities to Kongsberg Maritime ASA (the "Demerger").
The Demerger Plan with appendices is available on the Company's web page https://www.kongsberg.com/.
Security and sustainability are high on the international agenda. The Kongsberg Group ("KONGSBERG") is exposed to these megatrends, which have contributed to strong growth over the past decade. These trends are expected to continue and offering significant growth opportunities. To position for these substantial opportunities, the board of directors has assessed that focused and specialized businesses will be best suited.
On this basis, and following a thorough assessment of the most appropriate organisation of KONGSBERG's business areas going forward, the Company's board of directors proposed on 30 October 2025 to separate, and list separately, the business area Kongsberg Maritime (the "KM Business") after which the Company will be the parent company in a tech- and defence focused group.
The separation of the KM Business will be carried out through the Demerger on the terms and conditions set out in the Demerger Plan.
The Demerger will be carried out in accordance with the provisions on demergers in Chapter 14 of the Norwegian Public Limited Liability Companies Act and the rules on taxexempt demergers in Chapter 11 of the Norwegian Act on Taxation. The Demerger will be carried out by transferring the Company's assets, rights and liabilities that primarily relate to the KM Business to Kongsberg Maritime ASA, while the other assets, rights and liabilities will remain in the Company. As of the completion of the Demerger, the KM Business will continue as an independent group with Kongsberg Maritime ASA as the listed parent company. Kongsberg Maritime ASA is a newly incorporated entity, established for the purpose of serving as the parent company of the KM Business from completion of the Demerger. Kongsberg Maritime ASA is, as of today, a wholly-owned subsidiary of the Company.
The assets, rights and liabilities which shall be transferred to Kongsberg Maritime ASA are detailed in the Demerger plan with appendices.
In connection with the completion of the Demerger, the Company's share capital will be reduced by reducing the nominal value of the shares. As demerger consideration, the shareholders of the Company will receive new shares in Kongsberg Maritime ASA. Prior to the share capital increase in Kongsberg Maritime ASA to issue these consideration shares, the Company's existing shares in Kongsberg Maritime ASA will be redeemed, so that the shareholders in the Company will become owners of all shares in Kongsberg Maritime ASA, and will own these shares in the same proportion as they own shares in the Company upon completion of the Demerger.
The Demerger is conditional upon the extraordinary general meeting approving the Demerger Plan, and that the other conditions for completion of the Demerger set out in Section 9 of the Demerger Plan are fulfilled.
The proposed resolutions in item 4.2, 4.3, 4.4 and 4.5 are conditional upon the general meeting first making the resolution in item 3.2 regarding the approval of the Demerger Plan and the share capital reduction.
The board of directors proposes that the general meeting approves the Demerger Plan, and resolves to reduce the share capital as described above by adopting the following resolution:
"The Company's share capital is NOK 167,125,756.55 divided into 879,609,245 shares, each with a nominal value of NOK 0.19. The Company's shares shall be registered in the securities depository Euronext Securities Oslo (VPS)."
The Company's nomination committee has in the period from the announcement of the Demerger on 30 October 2025 worked to identify shareholder-elected board members to the board of directors of Kongsberg Maritime ASA and members to Kongsberg Maritime ASA's nomination committee from and including the first day of trading for Kongsberg Maritime ASA's shares on Euronext Oslo Børs. The nomination committee has further assessed the remuneration to the members of the board of directors, the nomination committee, the audit committee and the remuneration committee in Kongsberg Maritime ASA.
The proposal from the nomination committee is available in its entirety on the company's web page - https://www.kongsberg.com/.
In accordance with the proposal, it is proposed that the following persons are elected as shareholder-elected board members and members of the nomination committee of Kongsberg Maritime ASA, respectively from the first day of trading for Kongsberg Maritime ASA's shares on Euronext Oslo Børs and until the annual general meeting in Kongsberg Maritime ASA in 2027:
Chairperson: Per Arthur Sørlie Board member: Margareth Øvrum
Board member: Ivar Hansson Myklebust
Board member: Kristin Holth Board member: Anders Bade
Chair: Vigdis Almestad
Member: Erik Must
Member: Torkel Storflor Halmø
Member: Bjarte Espedal
In addition, the nomination committee has proposed the following remuneration for the board of directors, the board committees, and the nomination committee:
Chairperson: NOK 900,000 per year Deputy Chair: NOK 500,000 per year Board members: NOK 450,000 per year Deputy members: NOK 20,000 per year
Chair: NOK 180,000 per year Member: NOK 130,000 per year
Chair: NOK 80,000 per year Member: NOK 65,000 per year In addition, an extra remuneration per physical meeting is proposed for board members residing abroad, as compensation for the inconvenience of longer travel time. This is proposed to be set at NOK 44,500 plus the general wage increase for 2025 per physical meeting.
Chair: NOK 10,300 per meeting Member: NOK 7,300 per meeting
The nomination committee proposes that it is compensated separately for its work during the autumn of 2025 to identify and nominate a proposal for the board of directors of Kongsberg Maritime ASA. The nomination committee proposes a fee of NOK 78,000 to the chair and NOK 55,000 to members of the nomination committee.
The Board of Directors proposes that the General Meeting adopts the following resolution:
The board of directors of Kongsberg Gruppen ASA shall ensure that the general meeting of Kongsberg Maritime ASA elects the following persons as shareholder-elected members of the board of directors of Kongsberg Maritime ASA:
Chairperson: Per Arthur Sørlie Board member: Margareth Øvrum
Board member: Ivar Hansson Myklebust
Board member: Kristin Holth Board member: Anders Bade
The board members are elected for the period from the first day of trading of Kongsberg Maritime ASA's shares on Euronext Oslo Børs and until the annual general meeting of Kongsberg Maritime ASA in 2027.
It will be possible to vote on each candidate.
The Board of Directors proposes that the General Meeting adopts the following resolution:
The board of directors of Kongsberg Gruppen ASA shall ensure that the general meeting of Kongsberg Maritime ASA elects the following persons as members of the nomination committee in Kongsberg Maritime ASA:
Chair: Vigdis Almestad
Member: Erik Must
Member: Torkel Storflor Halmø
Member: Bjarte Espedal
The members are elected for the period from the first day of trading of Kongsberg Maritime ASA's shares on Euronext Oslo Børs and until the annual general meeting of Kongsberg Maritime ASA in 2027.
It will be possible to vote on each candidate.
The Board of Directors proposes that the General Meeting adopts the following resolution:
The board of directors of Kongsberg Gruppen ASA shall ensure that the general meeting of Kongsberg Maritime ASA approves the remuneration to the members of the board of directors and the board committees of Kongsberg Maritime ASA proposed by the nomination committee of Kongsberg Gruppen ASA.
The Board of Directors proposes that the General Meeting adopts the following resolution:
The board of directors of Kongsberg Gruppen ASA shall ensure that the general meeting of Kongsberg Maritime ASA approves the remuneration to the members of the nomination committee of Kongsberg Maritime ASA proposed by the nomination committee of Kongsberg Gruppen ASA.
The Board of Directors proposes that the General Meeting adopts the following resolution:
The general meeting approves the additional remuneration to the members of Kongsberg Gruppen ASA's nomination committee as proposed by Kongsberg Gruppen ASA's nomination committee.
The board of directors proposes that certain linguistic changes and adjustments are made to the Company's articles of association. The proposed new articles of association is set out below. A version showing the changes made to the Company's current articles of association is made available on the Company's website.
The Board of Directors proposes that the General Meeting adopts the following resolution:
The Company's articles of association shall read as follows:
The name of the company is Kongsberg Gruppen ASA. The company is a public limited liability company.
The company's registered office is in the municipality of Kongsberg.
The company's objective is to operate technological, industrial, service-providing and other businesses, as well as any activities related thereto. The businesses may be operated by the company itself, by subsidiaries, or by other companies in which the company directly or indirectly has ownership interests or cooperates with.
The company may be a party to all types of transactions and take any measures that appear appropriate to promote, or that are related to, the company's business.
The Company's share capital is NOK 219,902,311.25 divided into 879,609,245 shares, each with a nominal value of NOK 0.25. The Company's shares shall be registered in the securities depository Euronext Securities Oslo (VPS).
The board of directors shall consist of between five and eight directors. Up to five directors and up to two deputy directors are elected by the general meeting. Three directors and deputy directors for such directors are elected by and among the employees in accordance with regulations laid down pursuant to the provisions of the Norwegian Public Limited Liability Companies Act regarding employee representation on the board of directors in public limited companies.
The chairperson of the board of directors solely, or two board members elected by the general meeting jointly, may sign for and on behalf of the company.
General Meetings will be held in Kongsberg or in Oslo. Documents that apply to items on the agenda for the general meeting, including documents that by law must be included in or attached to the notice of the general meeting, does not need be sent to the shareholders if the documents are made available to the shareholders on the company's website. A shareholder can nevertheless request to receive documents that apply to items to be considered at the general meeting.
The Annual General Meeting shall:
The general meeting shall be chaired by the chair of the board of directors or, in his/her absence, by the deputy chair. In the absence of both, the general meeting shall elect a chairperson.
The board of directors can decide that the shareholders shall be able to cast votes in writing, including by electronic communication, in a period prior to the general meeting. The board of directors can establish specific guidelines for such advance voting. The notice for the general meeting shall specify the established guidelines for advance voting.
Shareholders who wish to attend the general meeting must give the company notice of attendance in advance. Such notice must be received by the company no later than two business days prior to the general meeting. The board of directors may, however, prior to the notice for the general meeting being sent, set a later deadline for the notice of attendance.
The nomination committee shall consist of three or four members, as resolved by the general meeting, where the majority of the members shall be independent of the board of directors and the management. The term of office for members of the nomination committee is two years. If the chair of the nomination committee resigns during his/her term, the nomination committee can choose the new chair among the members of the nomination committee with a term equal to the remaining part of the new chair's remaining term. The nomination committee shall present to the general meeting its recommendations for the election of, and remuneration to, the directors and deputy directors on the board of directors and the nomination committee. The general meeting sets out instructions for the nomination committee.
The Company is public-interest entity and is therefore subject to the Audit Regulation, which contains rules on auditor changes and firm rotation. The Company's current independent auditor, Ernst & Young AS, has been the Company's auditor since 1985. In accordance with the firm-rotation rules for public-interest entities, the Company must conduct a tender and change auditor no later than with effect for the 2027 financial year.
The Company has carried out a thorough tender process with the aim of selecting a new auditor for the 2027 financial year. Based on the recommendation from the Audit and Sustainability Committee and the recommendation of the board of directors, PricewaterhouseCoopers AS is proposed as candidate no. 1 and KPMG AS as candidate no. 2. The reasoning and the Audit and Sustainability Committee's recommendation in full is available on the company's web page – https://www.kongsberg.com/.
The board of directors recommends that the general meeting resolve to appoint PricewaterhouseCoopers AS, Org. no. 987 009 713, with its business address at Dronning Eufemias gate 71, 0194 Oslo.
* * *
The Demerger Plan including its appendices, the recommendation from the nomination committee, the new articles of association and the Audit and Sustainability Committee's recommendation is available on the Company's web page www.kongsberg.com.
You may also contact the company on +47 468 27 499 and require getting the documents regarding the General Meeting delivered by mail.
On the date of this notice, Kongsberg Gruppen ASA had 879,609,245 shares issued. Each share gives right to one vote at the General Meeting. On the date of this notification, the company owned 16 867 own shares, which cannot be voted. Only they who are a shareholder on 15 January 2026 (the record date) is entitled to attend and vote at the General Meeting and is hereinafter considered a shareholder. All shareholders are entitled meeting and speech rights on the General Meeting, either personally or by proxy. Shareholders are entitled to be accompanied by an adviser and may grant the right to speak to one adviser. Shareholders have on certain conditions also the right to make alternative proposals to the decision in the Items the General Meeting shall process. Shareholders may require that Board members and the Managing Director at the General Meeting gives available information about conditions that may influence the assessment of Items that are referred to the shareholders for decision. The same applies to information about the company's financial position and other issues that the General Meeting shall process, unless the information required cannot be given without disproportionately damaging to the Company. Information relating to the Extraordinary General Meeting, including this notification with attachments and the Company's Articles of Association, are available on the Company's web page www.kongsberg.com.
Shareholders are only allowed to participate online, and registration is not required. Shareholders must be logged in before the meeting starts, and the log-in opens well before the Extraordinary General Meeting starts at 14:00 pm.
If you are not logged in before the General Meeting starts, you will not be counted as represented and cannot vote, only be a listener.
Only they who are a shareholder on 15 January 2026 (the record date) is entitled to attend and vote at the General Meeting. For shares held in custodian accounts, see below.
Shareholders who do not wish to participate online have the opportunity to give a bounded authorization to another person by using the enclosed proxy-form and fill this out as explained. Proxy with voting instructions to the Chair of the Board must be sent to [email protected] (scan the form) or by post to DNB Bank ASA, Securities Service, P.O. Box 1600 Sentrum, NO-0021 OSLO. The Proxy must be received within 20 January 2026 at 14:00 pm. The Company's representatives will ONLY accept authorizations that are bounded, stated how the proxy shall vote in each individual Item, and which has been received within the said deadline. Proxy may only be granted as described above. A proxy issued electronically (and thus without voting instructions) will be rejected/deleted.
Shareholders can also submit their advance vote via VPS or Investor Relations by 20 January 2026.
According to the Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies or enrollment. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act register this with the company no later than 20 January 2026.
Kongsberg, 18 December 2025 For the Board of Directors of Kongsberg Gruppen ASA
Eivind K. Reiten Chairman of the Board

Ref. no.: Pin code:
Extraordinary General Meeting of Kongsberg Gruppen ASA to be held on 22 January 2026, at 14:00 hours (CET) - DIGITALLY
The shareholder is registered with the following number of shares upon notice:______________. The Shareholder votes for the number of shares owned by Record date: 15 January 2026.
The Extraordinary General Meeting is held as a digital meeting without physical attendance for the shareholders.
Please log in at https://dnb.lumiconnect.com/100-400-012-095
Identify yourself using the reference number and the PIN code from VPS found in Investor Services (Event - General Meeting – ISIN) or sent by post (for non-electronic actors). Shareholder may also obtain a reference number and PIN code by contacting DNB Bank Securities Service by phone +47 23 26 80 20 (08:00-15:30) or by e-mail [email protected]
On the Company's website www.kongsberg.com (and enclosed postally) you will find an online guide describing in detail how you as a shareholder can attend the digital General Meeting.
Shareholders are only allowed to participate online, and registration is not required. To be able to vote the shareholders must be signed in before the meeting starts. If you are not logged in before the General Meeting starts, you will not be counted as represented and cannot vote, only be a listener.
Proxy with voting instructions to the Chair of the Board cannot be registered electronically and must be sent to; [email protected] (scan this form), or by mail to DNB Bank ASA, Securities Service, P.O. Box 1600 Sentrum, NO-0021 OSLO.
The form must be received no later than 20 January 2026 at 14:00.
The company's representatives will only accept authorizations that are bounded, so it is stated how the proxy shall vote in each item, and which has been received within the said deadline. Authorization may only be granted as described before (not via the Investor Services or the company's website). A proxy granted electronically (and thus without voting instructions) will be rejected/deleted.
Shareholders may also submit advance voting via VPS or Investor Services. Regarding shares held in custodian accounts, see information in the notice.
| The undersigned Ref.no | |||||
|---|---|---|---|---|---|
| shareholder of Kongsberg Gruppen ASA hereby authorizes (tick off) | |||||
| Chair of the Board Eivind K. Reiten or the person he authorizes | |||||
| The proxy's name: | |||||
| to act as proxy and vote for my/our shares at the Extraordinary General Meeting of Kongsberg Gruppen ASA |
on 22 January 2026.
If the authorization is submitted without naming the proxy, the authorization will be perceived as being assigned to the Chair of the Board or the person he empowers.
This authorization is a BOUNDED PROXY (i.e., you MUST specify how the proxy shall vote on each individual item). For each item on the agenda, you MUST tick off whether you vote in favor of or against the Board/Nomination Committee/Chair's proposals, or whether you wish to abstain, by filling in items 1 through 6 in the table below. If one or more crosses are missing, your vote will be deemed as abstained for this/these item(s).
Neither Kongsberg Gruppen ASA nor the Chair of the Board can be held liable for losses that may arise because of the authorization not reaching the proxy in time.
Neither Kongsberg Gruppen ASA or the Chair of the Board guarantees that votes will be cast in accordance with the authorization and accepts no responsibility in connection with the vote cast in accordance with the authorization or because of a vote not being casted.
| Item: | In favor | Against | Abstain | |
|---|---|---|---|---|
| 1. | Approval of the notice and the agenda | |||
| 2. | Election of a co-signer for the minutes | |||
| 3.2 | Approval of the Demerger Plan and share capital reduction | |||
| 4.2 | Approval of the new board of directors of Kongsberg Maritime ASA |
|||
| 4.2.1 Chairperson: Per Arthur Sørlie | ||||
| 4.2.2 Board member: Margareth Øvrum | ||||
| 4.2.3 Board member: Ivar Hansson Myklebust | ||||
| 4.2.4 Board member: Kristin Holth | ||||
| 4.2.5 Board member: Anders Bade | ||||
| 4.3 | Approval of members to Kongsberg Maritime ASA's nomination committee |
|||
| 4.3.1 Chair: Vigdis Almestad | ||||
| 4.3.2 Member: Erik Must | ||||
| 4.3.3 Member: Torkel Storflor Halmø | ||||
| 4.3.4 Member: Bjarte Espedal | ||||
| 4.4 | Approval of remuneration to the members of the board of directors and the board committees in Kongsberg Maritime ASA |
|||
| 4.5 | Approval of remuneration to the members of the nomination committee in Kongsberg Maritime ASA |
|||
| 4.6 | Approval of additional remuneration to the nomination committee in Kongsberg Gruppen ASA |
|||
| 5. | New articles of association for the Company | |||
| 6. | Election of a new auditor |
| Shareholder's name and address: | |
|---|---|
| Date: | Place: |
| Shareholder's signature: |
Kongsberg Gruppen ASA will hold Extraordinary General Meeting on 22 January 2026 at 02:00 pm CET as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet.
We would also like to point out that shareholders have the opportunity to pre-vote or grant a proxy before the meeting. See the notice for further details on how to register this. If you pre-vote or grant a proxy, you can still log in to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the matters.
No registration is required for shareholders who wish to participate online, as the company has a statutory requirement for registration, but shareholders must be logged in before the general meeting starts. If you log in after the general meeting has started, or have not pre-registered your participation, you will be given access to follow, but without the right to vote.
Go to the following website:https://dnb.lumiconnect.com/
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
enter Meeting ID: 100-400-012-095 and click Join Meeting:
Alternatively put direct link in your browser https://dnb.lumiconnect.com/100-400-012-095
As the company has decided to allow for guest log ins you will be prompted to decide between

If you choose Guests, you will be asked to state your name and e-mail. You will not have the right to vote or speak in the meeting.
If you are a shareholder, choose Shareholder Ref.nr & PIN. You must then identify yourself with.
Once you are logged in you will be able to see your name, the number of votes you have, and you can choose the system language Norwegian or English.
Please note that you must have internet access during the entire meeting.
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://investor.vps.no/garm/auth/login or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).
Shareholder who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Carnegie Issuer Services on phone + 47 23 26 80 20 (between 08:00-15:30)
Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their Custodian. Please contact your Custodian for further information.
Matters to be voted on will be pushed to your screen when voting is due. If necessary, click on the VOTING option when available. Normally, all matters will be available for voting at the start of the meeting, and you can vote as quickly as you wish on all matters.
To vote, select FOR, AGAINST or ABSTAIN, and you will see a confirmation text with your choice.
You may also be given an option where you can vote collectively on all matters. If you use this option, you can still override the voting direction on individual matters if desired.
You can change or cancel your votes as many times as you like, until the meeting chair closes the voting on the individual matters. Your last choice will be valid.
NB: Logged-in shareholders who have not enrolled, pre-voted or given a proxy will not have voting available.
Written questions or comments on the items on the agenda can be submitted by shareholders throughout the general meeting.
To view published questions from other shareholders, or if you wish to ask questions or comment on any of the items on the agenda, select MESSAGES
All shareholders who submit questions or comments will be identified to other shareholders by name, but not by shareholding.
Questions submitted online will be moderated before they are published and will be sent to the meeting chair. Submitted questions will therefore not necessarily appear immediately. If you have technical questions or similar, you will be able to get a direct answer from the moderator that only you will see.
The company also opens up for oral questions from logged-in shareholders, and you will find the button "request to speak" in the live broadcast. By using this option, you will have your voice directly into the general meeting and you can speak for as long as the meeting chair allows. Audio is two-way so that you can give your input, receive answers and then make follow-up questions/comments if desired.
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