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Fjord Defence Group ASA

Share Issue/Capital Change Dec 18, 2025

3569_mrq_2025-12-18_1e1c9a5f-a37c-4e26-be4f-c6c44a4cebf5.html

Share Issue/Capital Change

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Fjord Defence Group ASA – Disclosure of major shareholding and share lending, mandatory notifications of trade

Fjord Defence Group ASA – Disclosure of major shareholding and share lending, mandatory notifications of trade

Oslo, 18 December 2025

Reference is made to the stock exchange announcement made by Fjord Defence Group ASA (the "Company") earlier today regarding completion of an extraordinary general meeting of the Company (the "EGM").

As further detailed therein, the EGM inter alia resolved to issue a total of 13,333,333 new shares in the Company at a subscription price of NOK 12.00 per share (the "Offer Price") in the private placement announced on 27 November 2025 (the "Private Placement").

Following registration of the share capital increase pertaining to the issuance of the shares in the Private Placement (the "Share Capital Increase"), the Company's share capital will be NOK 460,165,255.20, divided into 54,781,578 shares, each with a par value of NOK 8.40.

For further details about the Private Placement, please refer to the Company's stock exchange announcement of 27 November 2025.

Disclosure of major shareholding and share lending

Prior to the Private Placement and registration of the Share Capital Increase, Songa Capital AS holds 1,383,004 shares on a consolidated basis, representing ~3.34% of the issued shares and votes in the Company. Following the allocation of shares in the Private Placement and registration of the Share Capital Increase, Songa Capital AS will on a standalone basis hold 4,174,999 shares, and on a consolidated basis 4,716,337 shares, representing ~7.62% and ~8.61% of the issued shares and votes in the Company, respectively, thus exceeding the 5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act both on a standalone and consolidated basis. Following the allocation of shares in the Private Placement, but before the registration of the Share Capital Increase, Songa Capital AS' consolidated position in the Company will be ~11.38%, which will fall to the beforementioned ~8.61% following the registration of the Share Capital Increase. Songa Capital AS' consolidated position in the Company will comprise 4,174,999 shares held by Songa Capital AS (representing ~7.62% of the shares and votes), 460,416 shares held by Songa X AS (representing ~0.84% of the shares and votes), and 80,922 shares held by Songa Bulk Chartering AS (representing ~0.15% of the shares and votes).

Songa X AS and Songa Bulk Chartering AS are 100% owned by Songa Investments AS, which together with Songa Capital AS is 100% owned by Songa Invest Holding AS and Blystad Group AS, all of which are ultimately controlled by Arne Blystad. Neither Songa Capital AS, Songa X AS nor Songa Bulk Chartering AS have rights to further shares or votes in the Company.

Further, to facilitate delivery-versus-payment (DVP) settlement of the shares allocated to investors in the Private Placement, existing shareholders in the Company, AS Saturn, Cubic Invest AS, Trigger AS, GKI AS and Hugin Management AS (collectively, the "Share Lenders"), have lent in aggregate 13,333,333 existing and unencumbered shares in the Company already admitted to trading on Euronext Oslo Børs to Pareto Securities AS, acting as settlement agent on behalf of the managers in the Private Placement, pursuant to a share lending agreement. Due to the share lending, the Share Lenders will temporarily reduce their respective shareholdings, and, as a result, each of the Share Lenders will fall below the 5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act as follows (prior to registration of the Share Capital Increase):

* AS Saturn, having held 3,133,565 shares in the Company (representing ~7.56% of the issued shares and votes), has temporarily reduced its shareholding to 238,742 shares. AS Saturn is ultimately controlled by Jon Asbjørn Bø.

* Cubic Invest AS, having held 3,127,840 shares in the Company (representing ~7.55% of the issued shares and votes), has temporarily reduced its shareholding to 238,306 shares. Cubic Invest AS is ultimately controlled by Lars Harald Henriksen.

* Trigger AS, having held 3,127,840 shares in the Company (representing ~7.55% of the issued shares and votes), has temporarily reduced its shareholding to 238,306 shares. Trigger AS is ultimately controlled by Jan Marius Hektoen.

* GKI AS, having held 2,886,321 shares in the Company (representing ~6.96% of the issued shares and votes), has temporarily reduced its shareholding to 219,905 shares. GKI AS is ultimately controlled by Gudmund Kjærheim.

* Hugin Management AS, having held 2,157,396 shares in the Company (representing ~5.21% of the issued shares and votes), has temporarily reduced its shareholding to 164,370 shares. Hugin Management AS is ultimately controlled by Harald Lunde.

Following redelivery of the borrowed shares and registration of the Share Capital Increase, including allocation of shares in the Private Placement, AS Saturn will hold 3,300,231 shares in the Company (representing ~6.02% of the issued shares and votes), Cubic Invest AS will hold 3,211,173 shares in the Company (representing ~5.86% of the issued shares and votes), Trigger AS will hold 3,211,173 shares in the Company (representing ~5.86% of the issued shares and votes), and GKI AS will hold 2,969,654 shares in the Company (representing ~5.42% of the issued shares and votes), resulting in these Share Lenders exceeding the 5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act. Following redelivery of the borrowed shares and registration of the Share Capital Increase, including allocation of shares in the Private Placement, Hugin Management AS' shareholding will continue to be below the 5% threshold.

None of the Share Lenders have rights to further shares or votes in the Company.

Mandatory notification of trade

The following close associates of the Company's board of directors and management have been allocated shares in the Private Placement at the Offer Price as follows:

* AS Saturn, close associate of Jon Asbjørn Bø (CEO of the Company), has been allocated 166,666 shares;

* Mack Holding AS, close associate of Kristian Zahl (COO of the Company), has been allocated 98,720 shares;

* Finance Interims ToDo AS, close associate of Øyvind Mølmann (CFO of the Company), has been allocated 98,720 shares;

* Tigerstaden Marine AS, close associate of Ketil Skorstad (member of the board of directors), has been allocated 833,333 shares;

* Tigergutt Invest AS, close associate of Ketil Skorstad (member of the board of directors), has been allocated 83,333 shares;

* Alundo Invest AS, close associate of Ketil Skorstad (member of the board of directors), has been allocated 208,333 shares;

* Leoville AS, close associate of Ketil Skorstad (member of the board of directors), has been allocated 41,667 shares;

* Boolean AS, close associate of Ketil Skorstad (member of the board of directors) and Karl Sivert Skatland (deputy board member of the Company), has been allocated 41,667 shares; and

* Tigerstate Capital AS, close associate of Ketil Skorstad (member of the board of directors), has been allocated 41,667 shares.

The close associates of board member Ketil Skorstad have collectively been allocated 1,250,000 shares at the Offer Price.

See the enclosed forms for further details.

For more information please contact:

Jon Asbjørn Bø

[email protected]

+47 930 86 932

* * *

This information is subject to the disclosure requirements pursuant to the Market Abuse Regulation (EU) 596/2014 (MAR) article 19 number 3 and section 4-2 of the Norwegian Securities Trading Act.

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