Fjord Defence Group ASA

Share Issue/Capital Change • Jan 14, 2026

Fjord Defence Group ASA – Approval and publication of prospectus, listing of shares in private placement and consideration shares in acquisition, and launch of subsequent offering

Fjord Defence Group ASA – Approval and publication of prospectus, listing of shares in private placement and consideration shares in acquisition, and launch of subsequent offering

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE HONG KONG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

Oslo, 14 January 2026

Reference is made to the stock exchange announcements made by Fjord Defence Group ASA (the "Company") on 26 and 27 November 2025 regarding the Company's acquisition of 100% of the shares in Scanfiber Composites A/S (the "Acquisition"), the related private placement of 13,333,333 new shares in the Company (the "Private Placement"), and a potential subsequent offering of up to 2,083,333 new shares in the Company (the "Offer Shares") (the "Subsequent Offering").

Reference is further made to the resolutions by the Company's extraordinary general meeting held on 18 December 2025 to (i) issue 13,333,333 new shares in connection with the Private Placement (the "New Shares"), (ii) authorise the board to increase the share capital by issuance of consideration shares in the Acquisition (the "Consideration Shares") and in potential future acquisitions, and (iii) authorise the board to increase the Company's share capital by up to NOK 17,499,998 in the Subsequent Offering. Of the New Shares, 8,289,648 shares were issued on the Company's ordinary listed ISIN (NO 0013647693), and the remaining 5,043,685 shares were issued on a separate temporary unlisted ISIN (NO 0013709089) (the "Unlisted New Shares"). For further information on the Private Placement, please refer to the Company's stock exchange announcements of 26 and 27 November 2025.

Approval and publication of prospectus

The Norwegian Financial Supervisory Authority has today, 14 January 2026, approved a prospectus prepared by the Company (the "Prospectus") for the listing of the Unlisted New Shares and 6,870,673 Consideration Shares (to be issued), and for the Subsequent Offering and listing of the Offer Shares.

The Prospectus, including the subscription form for the Subsequent Offering, will, subject to regulatory restrictions in certain jurisdictions, be made available at the websites of Pareto Securities AS and Nordea Bank Abp, filial i Norge, acting as managers in the Subsequent Offering, www.paretosec.com/transactions and www.nordea.com/en/issuances.

Listing of the Unlisted New Shares and Consideration Shares

The 5,043,685 Unlisted New Shares were issued on a separate temporary ISIN (NO 0013709089) and have not been tradable on Euronext Oslo Børs. Following the approval and publication of the Prospectus, the Unlisted New Shares will be transferred to the Company's ordinary ISIN (NO 0013647693) in the Norwegian Central Securities Depository, Euronext Securities Oslo (the "VPS"), and become tradable on Euronext Oslo Børs.

6,870,673 Consideration Shares will be issued on the Company's ordinary listed ISIN (NO 0013647693), following completion of the Acquisition expected to take place in the first quarter of 2026. The number of Consideration Shares has been determined by dividing the NOK equivalent of approximately DKK 52 million by the subscription price of NOK 12.00 per Share, using the DKK/NOK exchange rate of 1.59.

The Subsequent Offering

The Subsequent Offering comprises an offer up to 2,083,333 Offer Shares, each with a par value of NOK 8.40, at a subscription price of NOK 12.00 per Offer Share (the "Offer Price"), being equal to the subscription price in the Private Placement. Subject to all Offer Shares being issued, the Subsequent Offering will result in approx. NOK 25 million gross proceeds to the Company.

The subscription period in the Subsequent Offering will commence tomorrow, 15 January 2026 at 09:00 CET, and expire on 23 January 2026 at 16:30 CET (the "Subscription Period").

The Subsequent Offering will be directed towards shareholders of the Company as of 26 November 2025 (being registered as such in the VPS on 28 November 2025 (the "Record date")), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated 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 (jointly, the "Eligible Shareholders").

Each Eligible Shareholder will be granted 0.204188 non-transferable subscription rights for every existing share registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole subscription right (the "Subscription Rights"). Each Subscription Right will, subject to applicable laws, give the right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering at the Offer Price. Over-subscription for Eligible Shareholders with Subscription Rights will be permitted, however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without Subscription Rights will not be permitted. The Company reserves the right to reduce the number of Offer Shares which one Subscription Right entitles Eligible Shareholders to receive in the event that (i) additional Eligible Shareholders are identified after the date of the Prospectus and (ii) the Company receives in excess of 2,083,333 valid subscriptions with subscription rights in the Subsequent Offering. Any such reduction will be made on an equal basis and uniformly applied to all subscribers in the Subsequent Offering.

The Subscription Rights must be used to subscribe for Offer Shares prior to expiry of the Subscription Period on 23 January 2026 at 16:30 CET. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.

Subscription for Offer Shares by subscribers who are residents of Norway with a Norwegian personal identification number (Nw.: fødsels- og personnummer) may be made by way of online subscription. The subscription form and further instructions regarding the subscription procedure are available in the Prospectus.

Notifications of allocated Offer Shares and the subscription amount to be paid by each subscriber are expected to be made available to the subscribers on or about 26 January 2026. The payment date for the Offer Shares allocated in the Subsequent Offering is expected to be on or about 28 January 2026. Subject to timely payment of the Offer Shares, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises on or about 3 February 2026 and that the Offer Shares will commence trading on Euronext Oslo Børs on or about 4 February 2026.

Additional information regarding the Subsequent Offering and further instructions regarding the procedures for subscription of the Offer Shares, payment and delivery are included in the Prospectus.

Advisors

Pareto Securities AS and Nordea Bank Abp, filial i Norge, are acting as managers (the "Managers") and Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company in connection with the Subsequent Offering.

For further 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 Euronext Oslo Rulebook II – Issuer Rules.

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers, nor or any of their affiliates or any of their respective directors, officers, employees, advisors or agents, accept any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

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, New Zealand, Canada, the Hong Kong administrative region of the people's republic of China, Japan, or South Africa, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions. Persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State).

Any offering of the securities referred to herein will be made by means of the Prospectus which has been prepared and is subject to the approval by the Norwegian Financial Supervisory Authority. Investors in the Subsequent Offering should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus are available in the Company's registered office and, subject to certain exceptions, on the Managers' respective websites.

In any EEA Member State other than Norway, 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 the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication 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 announcement is made by, and is the responsibility of, the Company. The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described herein, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the transactions described in this announcement, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described herein or otherwise. Accordingly, references in the Prospectus to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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 figure given.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release 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. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.