NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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, 20 May 2026:

Reference is made to the stock exchange announcement by Fjord Defence Group ASA
("Fjord Defence Group" or the "Company") on 20 May 2026 at 16:46 CEST (the
"Announcement"), regarding the agreement to acquire 100% of the shares in
Frydenbø Milpro AS ("Frydenbø Milpro") (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 allocate 5,415,282 new shares (the "Offer Shares") at a price per
Offer Share of NOK 15.05 (the "Offer Price"), equal to the closing market price,
thereby raising gross proceeds to the Company of approx. NOK 81.5 million. 

The Private Placement was multiple times oversubscribed and attracted strong
demand from high-quality, large institutional investors. The Company is pleased
to have broadened its shareholder base with long-term investors supporting its
strategy to build the Fjord Defence Group through acquisitions of profitable
defence companies with significant further growth potential.

The net proceeds to the Company from the Private Placement will be used (i) to
partly fund the Cash Consideration (as defined in the Announcement) in the
Acquisition, and (ii) for general corporate purposes.

Pareto Securities AS and Arctic Securities AS acted as Joint Managers and Joint
Bookrunners in the Private Placement (the "Managers").

Timeline and settlement

The share capital increase pertaining to the Private Placement has been resolved
by the Board pursuant to an authorization to increase the share capital in the
Company granted by the Company's extraordinary general meeting held on 18
December 2025 (the "Authorization").

The Private Placement is expected to be settled by the Managers on a
delivery-versus-payment ("DVP") basis on or about 26 May 2026 (T+2). 

The DVP settlement structure in the Private Placement is facilitated by a share
lending agreement (the "Share Lending Agreement") between the Company, the
Managers, AS Saturn and Tigerstaden AS. The Offer Shares will thus be tradable
on Euronext Oslo Børs immediately after the notification of allocation. The
Managers will subsequently settle the Share Lending Agreement with new shares in
the Company to be issued by the Board pursuant to the Authorization.

Notice of allocation and payment instructions will be communicated by the
Managers to the applicants having been allocated Offer Shares in the Private
Placement on or about 21 May 2026 before 09:00 CEST.

Allocations of Offer Shares

Songa Capital AS, controlled by Arne Blystad ("Songa"), the second largest
shareholder in the Company owning 6.55% of the shares outstanding, had
pre-committed to subscribe for approx. NOK 40 million at the Offer Price in the
Private Placement, and was allocated 1,029,900 Offer Shares (approx. NOK 15.5
million). 

The following members of the Company's management had pre-committed to subscribe
for approx. NOK 1.2 million at the Offer Price in the Private Placement and was
allocated Offer Shares as follows:

* Jon Asbjørn Bø (CEO of the Company), through AS Saturn, was allocated 66,445
Offer Shares (approx. NOK 1,000,000);
* Kristian Zahl (COO of the Company), through Mack Holding AS, was allocated
6,644 Offer Shares (approx. NOK 100,000); and
* Øyvind Mølmann (CFO of the Company), through Finance Interims ToDo AS, was
allocated 6,644 Offer Shares (approx. NOK 100,000).

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. 

In its assessment, the Board has inter alia emphasized that the issuance of the
Offer Shares is carried out as a private placement to partly fund the Cash
Consideration and hence enable the Company to complete the Acquisition. By
structuring the fundraising as an equity private placement, the Company is able
to raise capital efficiently for the abovementioned purpose at an Offer Price
equal to the closing price of the Company's shares as of 20 May 2026, which lies
above the volume weighted average price (VWAP) of the Company's shares over the
last months. The Board has further taken into consideration that 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. In addition, the Company had received
pre-commitments from Songa and members of the Company's management, thereby
reducing transaction risk.

On the basis of the above, and an assessment of the current equity markets as
advised by the Managers, deal execution risk, and available alternatives, the
Board is of the opinion that the waiver of the preferential rights inherent in
the Private Placement is in the common interest of the Company and its
shareholders. For the same reasons, the Board has decided not to carry out any
subsequent repair offering.

Issuance of Consideration Shares 

In addition to the Offer Shares, the Board has resolved to issue 6,972,823 new
shares in the Company at the Offer Price to the seller of Frydenbø Milpro as
consideration shares in the Acquisition (the "Consideration Shares"), pursuant
to the Authorization. The issuance of the Consideration Shares is conditional
upon completion of the Acquisition, and the Consideration Shares may not be
delivered to the seller until such completion.

For more information about the Consideration Shares and the Acquisition, please
see the Q1 trading update presentation and the Company's other announcements
made earlier today, 20 May 2026.

Following registration of the issuance of the Offer Shares and the Consideration
Shares, the Company will have a share capital of NOK 639,438,987.60 divided into
76,123,689 shares, each with a nominal value of NOK 8.40.

ADVISERS

Pareto Securities AS and Arctic Securities AS are acting as joint managers and
joint bookrunners in connection with the Private Placement. Wikborg Rein
Advokatfirma AS is acting as legal adviser to the Company.

CONTACTS

For more information, please contact: 

Jon Asbjørn Bø, CEO
[email protected]
+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 persons that are "qualified investors" as defined in paragraph 15 of
Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, 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"). 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 Private Placement 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 violation of the relevant laws of such jurisdiction.
ein 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 violation of the relevant laws of such jurisdiction.\