Fjord Defence Group ASA

Share Issue/Capital Change • Nov 27, 2025

Fjord Defence Group ASA – Successful placement of private placement

Fjord Defence Group ASA – Successful placement of private placement

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

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