Kongsberg Gruppen

AGM Information • Apr 23, 2019

The Board of Directors notifies shareholders of the Annual General Meeting of Kongsberg Gruppen ASA.

Time: Tuesday, 14 May 2019 at 10:00 a.m.

Place: Conference Centre, Kongsberg Technology Park, Kirkegårdsveien 45, Kongsberg, Norway

In accordance with § 5-12, first subsection, of the Norwegian Companies Act and § 8 of the Group's Articles of Association, the Annual General Meeting will be brought to order and chaired by the Chair of the Board.

The following items are on the agenda:

• 1. Approval of the notification and agenda
• 2. Election of a co-signer for the minutes

3. Briefing by the CEO

Incl. statement of questions from a shareholder – see attachment on the company's web site www.kongsberg.com.

4. Treatment of the report on corporate governance

The company's report on corporate governance are available on the company's web site www.kongsberg.com.

5. Approval of the Financial Statements and Directors' Report for the parent company and the Group for fiscal year 2018

The Board's proposal to the financial statements, the Director's Report for the parent company and the group for fiscal year 2018, as well as the auditor's report, is available on the company's web site www.kongsberg.com.

6. Payment of dividends

The parent company, Kongsberg Gruppen ASA, posted a net profit of MNOK 1 313 in 2018. The Group posted a net profit of MNOK 704 in 2018. Earnings per share is NOK 5.58. The Group's financial soundness is deemed satisfactory. The Board recommends to the General Meeting that the ordinary dividend for the fiscal year 2018 be set to NOK 2.50 per share. The dividends will be applicable to the company's shareholders per end of 14 May 2019 (as listed in the VPS Registry per 16 May 2019). The company's shares will be traded on the Oslo Børs exclusive dividends as from 15 May 2019. The dividend will expectably be paid out on 28 May 2019.

7. Remuneration to members of the Board, Board Committees and Nominating Committee

The Nominating Committee has proposed that the collective compensation to the Directors, applicable from 14 May 2019 until next Annual General Meeting, be stipulated at NOK 2 473 000.

The Chair of the Board will receive NOK 544 000, the Deputy Chair NOK 291 000 and the other Directors NOK 273 000. Deputy Directors will receive NOK 12 300 per meeting.

In addition, the members of the Audit Committee will receive NOK 10 400 per meeting, up to a maximum of NOK 104 000 per year (Chair NOK 12 700 per meeting, up to a maximum of NOK 127 000 per year). The members of the Compensation Committee will receive NOK 9 400 per meeting, up to a maximum of NOK 47 000 per year (Chair NOK 11 700 per meeting, up to a maximum of NOK 58 500 per year).

The members of the Nominating Committee will receive NOK 5 600 (Chair NOK 8 000) per meeting. The proposal of the Nominating Committee is available in its entirety on the company's internet site www.kongsberg.com.

8. Remuneration to the Auditor

In 2018, NOK 846 000 was paid to the company's auditing firm Ernst & Young AS for audit-related services for the parent company Kongsberg Gruppen ASA. The Group paid a total of NOK 7 723 000 for audit-related services and NOK 6 730 000 for other services. The Board proposes the remuneration to the company's auditor for 2018 of NOK 846 000 for the ordinary audit of the parent company to be approved.

9. Approval of the declaration on salaries and other remuneration for senior management

The Company refers to the declaration included in the annual report for 2018, and as a separate attachment to this notice. Guidelines for allocation of shares, subscription rights, options and any other forms of remuneration stemming from shares or the development of the official share price in the company or in other group companies are binding for the Board of Directors when approved by the General Meeting. Such guidelines are described of the Board of Directors' declaration on salaries and other remuneration for senior management; see in particular "Remuneration connected to shares or share price development". Other guidelines are not mandatory for the Board of Directors. If the Board of Directors in an agreement deviates from these guidelines, the reasons for this shall be stated in the minutes of the Board of Directors' meeting.

An advisory vote shall be held for the guidelines that are not mandatory for the Board of Directors. The General Meeting shall approve binding guidelines. The Board of Directors proposes that an advisory vote is held for the guiding guidelines.

10. Election of shareholders-elected Board members (Directors)

All the shareholder-elected Board members are up for election. The Nominating Committee of Kongsberg Gruppen ASA has made nominations for election of the Board members. The recommendation is available in its entirety on the company's internet page www.kongsberg.com.

11. Authorization for the acquisition of treasury shares

At the Annual General Meeting held on 16 May 2018, the Board was given authorization to buy treasury shares up to a limit of NOK 7 500 000 (5% of the company's share capital). The authorization applies for Annual General Meeting in 2019. The Board of Directors of Kongsberg Gruppen ASA believes it would be prudent for the company that the Board retains its authorization to acquire treasury shares for use in conjunction with the share program for the Group's employees, to the part of the Management's fixed-wage that they have to buy shares for, and as whole or partial settlement for acquisitions. The Board of Directors therefore proposes that the Annual General Meeting adopts the following resolution:

• "(a) Pursuant to § 9-4 of the Norwegian Companies Act, the Board is authorized to acquire treasury shares for a total maximum nominal value of NOK 9 749 279.
• (b) The authorization may be re-used.
• (c) The Board's acquisition of shares pursuant to this authorization can be exercised only between a minimum price of NOK 25 per share and a maximum price on NOK 300 per share.
• (d) Shares acquired under the authorization can be used in relation to the share program for the Group's employees, to the part of the Management's fixed pay, as full or partial payment by the acquisition of the business or disposed of.
• (e) The authorization shall apply until the next Annual General Meeting, but no later than 30 June 2020.
• (f) The acquisition of shares pursuant to the authorization shall take place in the market. The disposal of the shares acquired will take place on the Oslo Børs, unless the shares are used in conjunction with employee share programs or as whole or partial payment for the acquisition of business activities."

The financial statements, the Director's Report and Auditors' Report, the Board's statement on corporate governance, the Board's statement on salaries and other compensation to senior executives pursuant to § 6-16a of the Public Limited Companies Act and the recommendation from The Nominating Committee is available on the Company's internet page www.kongsberg.com. One can also contact the company by telephone +47 468 27 499 and ask to receive the Annual Report and other documents concerning matters to be dealt with at the General Meeting by post.

On the date of notification, Kongsberg Gruppen ASA had 179 990 065 shares issued. Each share gives right to one vote at the General Meeting. On the date of this notification, the company owned 723 869 own shares, which cannot be voted. All shareholders are entitled to attend the General Meeting and to be heard, 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 matters 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 cases 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 should process, unless the information required, cannot be given without disproportionately damaging to the company.

Information relating to the Annual 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.

If you want to attend the Annual General Meeting, please submit this attendee slip to; Kongsberg Gruppen ASA c/o DNB Bank ASA, Securities Service, P.O. Box 1600 Sentrum, NO-0021 OSLO, or to e-mail genf@dnb.no by 15 noon on Friday 10 May 2019 at the latest. Register of attendance can also be made on Kongsberg Gruppen ASA's web page www.kongsberg.com (or through Investor Services).

Shareholders who will participate by proxy have to submit the enclosed authorization slip to Kongsberg Gruppen ASA c/o DNB Bank ASA, Securities Service, P.O. Box 1600 Sentrum, NO-0021 OSLO, or on e-mail genf@dnb.no. The authorization must be received by DNB Bank ASA, Securities Service, within Friday 10 May 2019 at 15.00, or give a written, dated and signed proxy as presented by the clerk of the General Meeting. Authorization may be given to the Chair of the Board Eivind K. Reiten or another executive.

The company's representatives will only accept authorizations that are bound to the specifications on how the proxy shall vote in each matter, and which are received within the said time limit. Authorization may only be granted as described before (not via the Investor Services nor the company's web page). An authorization issued electronic (and thus without voice instructions) will be rejected/deleted.

It is of Kongsberg Gruppen ASA's point of view that neither the real shareholder or the Manager has the right to vote for shares that are registered on a Manage account in VPS, cf. Public Limited Companies Act § 4-10. Shareholders who hold their shares in a fund manager account in the VPS and who would like to cast votes for such shares must transfer the shares to a VPS account in their own name before Thursday 9 May 2019 at 18:00 noon be assured of being able to cast votes for such shares as to the company's assessment. If the shareholders prove that necessary steps to such transfer are taken, and the shareholder has real shareholder-interest in Kongsberg Gruppen ASA, the shareholder may, after the company's opinion, vote for the shares, even if the shares are not yet registered on a separate VPS account.

Kongsberg, 23 April 2019 For the Board of Directors of Kongsberg Gruppen ASA

Eivind K. Reiten Chair of the Board

This is an English office translation of the original Norwegian version of this document. In case of discrepancy between the Norwegian language original text and the English language translation, the Norwegian text shall prevail.

Pin code: Reference no.:

To authorize a proxy, please use the slip on

Kongsberg Gruppen ASA will hold its Annual General Meeting on 14 May 2019, at 10:00 AM, at the Conference Centre, KTP, Kirkegårdsveien 45, Kongsberg, Norway

Where the shareholder is an enterprise, the shareholder will be represented by: ________________________________________________

Name (For authorization, please use the form below)

REGISTRATION FOR THE ANNUAL GENERAL MEETING IN KONGSBERG GRUPPEN ASA Tuesday, 14 May 2019, at 10:00 a.m.

Attendance slip

If you are planning to attend the Annual General Meeting, please submit this slip to Kongsberg Gruppen ASA c/o DNB Bank ASA, Securities Service, P.O. Box 1600 Sentrum, NO-0021 OSLO, or to e-mail: genf@dnb.no.

You can also register on Kongsberg Gruppen ASA's internet page www.kongsberg.com (or through Investor Services if you have ordered this).' The reference number must be specified when registrating.

The form must be in the hands of DNB Bank ASA, Securities Service, by 15 noon on Friday 10 May 2019 at the latest.

The undersigned intend to attend the General Meeting of Kongsberg Gruppen ASA on Tuesday 14 May 2019 and vote for

		my/our own shares other shares pursuant to the enclosed proxy(ies)
Total		shares
Place		_____ _____ Date	________ Shareholder's signature (Sign only if you will be attending the meeting.

Proxy

Shareholders who would like to participate by proxy must submit the enclosed authorization slip to; Kongsberg Gruppen ASA c/o DNB Bank ASA, Securities Service, P.O. Box 1600 Sentrum, NO-0021 OSLO, or on e-mail: genf@dnb.no, to be received by DNB Bank ASA, Securities Service, within 10 May 2019 at 15:00, or give a written, dated and signed proxy as presented by the clerk on the General Meeting.

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The company's representatives will only accept authorizations that are bounded, so that it is stated how the Clerk shall vote in each item, and which are received within the said time limit. Authorization may only be granted as described before (not via the Investor Services or the company's website). An authorization issued electronic (and thus without voice instructions) will be refused/deleted.

This is an English office translation of the original Norwegian version of this document. In case of discrepancy between the Norwegian language original text and the English language translation, the Norwegian text shall prevail.

AUTHORIZATION – ANNUAL GENERAL MEETING 14 MAY 2019 KONGSBERG GRUPPEN ASA

If you are unable to attend the Annual General Meeting on 14 May 2019 in person, you can assign a proxy to someone to act on your behalf. To do so, you shall use this proxy slip.

The undersigned shareholder in Kongsberg Gruppen ASA hereby authorizes (tick off)
		Chair of the Board Eivind K. Reiten or a party designated by him
		Name of the proxy:

to act as proxy and vote for my/our shares at the Annual General Meeting of Kongsberg Gruppen ASA on 14 May 2019. If the authorization is submitted without specifying the name of a proxy, the authorization will be perceived as being assigned to the Chair of the Board or a person designated by him.

This authorization is a BOUNDED PROXY (meaning that you MUST state how the proxy should vote on each individual item of business). Accordingly, for each item on the agenda, you MUST tick off whether you vote in favor of or opposed the motion put forward by the Board/Nominating Committee/Chair, or if you want to abstain, by completing item 1 through 11 in the table below. If there is a cross missing for one or more of the items, your vote will not count on this(these) item(s).

Neither Kongsberg Gruppen ASA nor the Chair of the Board can be held responsible for losses that might arise as a result of the authorization not reaching the proxy in time. Neither Kongsberg Gruppen ASA nor the Chair can guarantee that votes will be cast in accordance with the authorization and accept no responsibility in connection with casting a vote in accordance with the authorization or as a result of a vote that is not cast.

Voting shall take place according to the instructions below.

Item:		In favor	Opposed	Abstain
1.	Approval of the notice and the agenda
2.	Election of a co-signer for the minutes – to be proposed by the Chair at the AGM		Advance voting is not possible
3.	Briefing by the CEO	No vote
4.	Treatment of the report on corporate governance	No vote
5.	Approval of the Financial Statements and Directors' Report for the parent company and the Group for fiscal year 2018
6.	Payment of dividends
7.	Remuneration to the members of the Board, Board Committees and Nominating Committee
8.	Remuneration to the Auditor
9.	Approval of the declaration on salaries and other remuneration for senior management
	a. Advisory vote is held for precatory guidelines
	b. Approval of binding guidelines
	10. Election of shareholder-elected Board members (Directors) - the proposal from the Nominating Committee as a whole
	Or individual voting:
	10.1 Per A. Sørlie, Sarpsborg (new)
	10.2 Morten Henriksen, Arendal (re-election)
	10.3 Anne-Grete Strøm-Erichsen, Bergen (re-election)
	10.4 Eivind K. Reiten, Oslo (re-election)
	10.5 Martha Kold Bakkevig, Haugesund (re-election)
11. Authorization for the acquisition of treasury shares

Shareholder's name and address: _____

Date: _____________ Place:

Shareholder's signature:

This is an English office translation of the original Norwegian version of this document. In case of discrepancy between the Norwegian language original text and the English language translation, the Norwegian text shall prevail.