Fjord Defence Group ASA – Mandatory notifications of trade and disclosure of large shareholding (share lending) in the Private Placement
Oslo, 18 June 2026
Reference is made to the stock exchange announcements made by Fjord Defence Group ASA (the "Company") on 17 and 18 June 2026 regarding completion of a private placement raising gross proceeds of approximately NOK 412.5 million (the "Private Placement") through issuance of 25,000,000 new shares (the "Offer Shares") at a subscription price of NOK 16.50 per Offer Share (the "Offer Price"), and the agreement to acquire 100% of the shares in PartnerTech Karlskoga Aktiebolag ("PartnerTech") (the "Acquisition").
As further detailed therein, the board of directors of the Company (the "Board") inter alia resolved to increase the share capital by issuance of the Offer Shares (the "Share Capital Increase"). Following registration of the Share Capital Increase, the Company's share capital will be NOK 849,438,987.60, divided into 101,123,689 shares, each with a par value of NOK 8.40.
For further details about the Private Placement and the Acquisition, please refer to the Company's stock exchange announcements of yesterday, 17 June 2026.
Disclosure of major shareholding due to share lending
To facilitate delivery-versus-payment (DVP) settlement of the Offer Shares allocated to investors in the Private Placement, certain large existing shareholders in the Company (collectively, the "Share Lenders") have lent in aggregate 25,000,000 existing and unencumbered shares in the Company already admitted to trading on Euronext Oslo Børs to Pareto Securities AS, acting as settlement agent on behalf of the managers in the Private Placement, pursuant to a share lending agreement.
Due to the share lending, Frydenbø Marine AS and Songa Capital AS will temporarily reduce their respective shareholdings in the Company, and, as a result, fall below the 5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act as follows (prior to registration of the Share Capital Increase):
– Frydenbø Marine AS, having held 6,972,823 shares in the Company (representing ~9.16% of the issued shares and votes prior to the registration of the Share Capital Increase), has temporarily reduced its shareholding to 0 shares. Frydenbø Marine AS is ultimately controlled by Knut Herman Holler Gjøvaag, who has no rights to further already issued shares or votes in the Company.
– Songa Capital AS, having held 5,746,237 shares in the Company on a consolidated basis as further detailed below (representing ~7.5486% of the issued shares and votes prior to the registration of the Share Capital Increase), has temporarily reduced its consolidated shareholding to 3,718,465 shares. Songa Capital AS is ultimately controlled by Arne Blystad, who has no rights to further already issued shares or votes in the Company.
The disclosure obligation for Songa Capital AS was triggered as a result of its consolidated shareholding in the Company falling below the 5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act following the share lending. Prior to the share lending, Songa Capital AS' consolidated position in the Company was held through the following legal entities:
Legal entity Number of shares Percentage Songa Capital AS 5,204,899 6.8374% Songa X AS 460,416 0.6048% Songa Bulk Chartering AS 80,922 0.1063% SUM 5,746,237 7.5486%
Following registration of the Share Capital Increase and redelivery of the borrowed shares and shares allocated to the Share Lenders in the Private Placement, Frydenbø Marine AS will hold 6,972,823 shares in the Company (representing ~6.8953% of the issued shares and votes) and Songa Capital AS will, on a consolidated basis, hold 7,535,937 shares in the Company (representing ~7.4522% of the issued shares and votes), both exceeding the 5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act.
Mandatory notifications of trade – allocation in the Private Placement
The following close associates of the Company's primary insiders have been allocated shares in the Private Placement at the Offer Price as follows:
– Mack Holding AS, close associate of Kristian Zahl (COO of the Company), was allocated 30,303 Offer Shares;
– Finance Interims ToDo AS, close associate of Øyvind Mølmann (CFO of the Company), was allocated 30,303 Offer Shares;
– The following close associates of primary insider Ketil Skorstad (board member of the Company), have been allocated Offer Shares in the Private Placement as follows:
* Tigerstaden AS was allocated 305,000 Offer Shares;
* Pirol AS was allocated 610,000 Offer Shares;
* Boolean AS was allocated 150,000 Offer Shares;
* Lunor Capital AS was allocated 150,000 Offer Shares;
* Tigergutt AS was allocated 150,000 Offer Shares;
* Tigerstate Capital AS was allocated 150,000 Offer Shares;
Boolean AS is also a close associate of primary insider Karl Sivert Skatland (deputy board member of the Company).
Please see the enclosed forms for further details.
Mandatory notifications of trade – share lending in the Private Placement
The following close associates of the Company's primary insiders have, among other Share Lenders, lent existing and unencumbered shares in the Company to Pareto Securities AS, acting as settlement agent on behalf of the managers in the Private Placement, pursuant to the share lending agreement:
– AS Saturn, close associate of Jon Asbjørn Bø (CEO of the Company), has lent 3,366,676 shares;
– Tigerstaden AS, close associate of Ketil Skorstad (board member of the Company), has lent 1,000,000 shares.
Please see the enclosed forms for further details.
For more information please contact:
Jon Asbjørn Bø JAB@fjorddefence.com +47 930 86 932
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This information is subject to the disclosure requirements pursuant to the Market Abuse Regulation (EU) 596/2014 (MAR) article 19 number 3 and section 4-2 (3) of the Norwegian Securities Trading Act.