Kongsberg Gruppen

AGM Information • Oct 12, 2018

Notice of extraordinary general meeting - Fully underwritten rights issue

Notice of extraordinary general meeting - Fully underwritten rights issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

The Board of Directors of Kongsberg Gruppen ASA (the "Company") has resolved to propose that the Company carries out a share capital increase, by way of a fully underwritten rights issue, to raise gross proceeds of approximately NOK 5 billion (the "Rights Issue"). The Rights Issue is part of the financing of the Company's acquisition of Rolls-Royce Commercial Marine and the costs of integrating KONGSBERG and Rolls-Royce Commercial Marine, see the detailed stock exchange announcement published on 6 July 2018.

The proposed Rights Issue is subject to shareholder approval at an extraordinary general meeting of the Company (the "EGM") to be held on 14:00 (Oslo time) on 2 November 2018 at Thon Hotel Vika Atrium in Oslo, Norway. The full notice and agenda is attached and available on www.kongsberg.com.

Following the Parliamentary approval which was given on 9 October 2018, the Norwegian Government, represented by the Ministry of Trade, Industry and Fisheries, will vote their shares in favour of and participate in the Rights Issue on a pro rata basis (50.001%), subject to certain conditions. The 50% of the Rights Issue that does not relate to shares owned by the Norwegian Government is underwritten by a syndicate consisting of DNB Markets, a part of DNB Bank ASA ("DNB") and Danske Bank A/S, Norwegian Branch ("Danske Bank" and, together with DNB, the "Bank Underwriters") and certain pre-committing shareholders (the "Pre-committing Shareholders") pursuant to an underwriting agreement dated 5 July 2018. On the terms and conditions set out in the underwriting agreement, the Pre-committing Shareholders have undertaken to vote their shares in favour of the Rights Issue and to subscribe for their pro-rata share of the Rights Issue at the first day of the subscription period, while the Bank Underwriters have undertaken to subscribe for shares that otherwise remain unsubscribed at the expiry of the subscription period. Arctic Securities AS, DNB and Danske Bank are acting as Joint Global Coordinators for the Rights Issue.

The subscription price for the new shares to be issued in the Rights Issue, the number of new shares and the amount of the share capital increase will be determined by the Board of Directors, based on recommendations from the Joint Global Coordinators, prior to the EGM.

Pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act, the shareholders of the Company at the date of the EGM have a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company which they own as of that date, and will according to the Board's proposal receive subscription rights proportionate to their existing shareholding as registered in the Company's shareholder register in the VPS at the expiry of 6 November 2018. Provided that a purchase of shares is made with ordinary T+2 settlement, the shares purchased up to and including 2 November 2018 will give the right to receive subscription rights, whereas shares purchased from and including 5 November 2018, will not give the right to receive subscription rights. Oversubscription and subscription without subscription rights will be permitted.

Provided that the prospectus is approved by the Norwegian Financial Supervisory Authority in due time, the subscription period for the Rights Issue will commence on 7 November 2018 and expire on 21 November 2018 at 16:30 hours (Oslo time). In the event that the prospectus is not approved in time to uphold this subscription period, the subscription period will commence on the third trading day on the Oslo Stock Exchange following the approval and expire at 16:30 hours (Oslo time) two weeks thereafter.

For further information, please contact:

Ronny Lie, VP Corporate Communication, Kongsberg Gruppen ASA, Tel.: 916 10 798.

Jan Erik Hoff, VP Investor Relations, Kongsberg Gruppen ASA, Tel.: 991 11 916.

KONGSBERG (OSE-ticker: KOG) is an international, knowledge-based group delivering high technology systems and solutions to clients within the oil and gas industry, merchant marine, defence and aerospace. KONGSBERG has 7 000 employees located in more than 25 countries and total revenues of NOK 14.5 billion in 2017. Follow us on Twitter: @kongsbergasa.

This information is subject to disclosure requirements pursuant to §5-12 of the Norwegian Securities Trading Act.

This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.