KONGSBERG GRUPPEN
KOG
ADDITIONAL REGULATED INFORMATION REQUIRED TO BE DISCLOSED UNDER THE LAWS OF A MEMBER STATE
Kongsberg Gruppen ASA – Amendments to the proposed new articles of association to be approved by the general meeting on 22 January 2026
15 January 2026 - Reference is made to the notice of the extraordinary general meeting of Kongsberg Gruppen ASA ("KOG" or the "Company") to be held on 22 January 2026 to amongst other approve the demerger plan for the separation of the Kongsberg Maritime business area from KOG to Kongsberg Maritime ASA ("KM ASA") dated 18 December 2025.
The background for the proposed demerger is that KOG's board of directors considers focused and specialized businesses to be best suited going forward. To clarify the activity that will be the primary business area for each of the two groups after the demerger, the board of directors of the two companies have found it appropriate to specify the affiliation with, respectively, the defence industry and the maritime sector in the business description of the articles of association of KOG and KM ASA. Adjusted proposals for the business description in the articles of association is attached to this announcement.
The board of directors also wish that the articles of association specifies that the requirement for advance registration for the general meeting shall only apply to physical participation at physical and hybrid general meetings.
If the extraordinary general meeting on 22 January 2026 adopts the resolutions proposed by the board of directors under agenda item 3.2 to approve the demerger plan and agenda item 5 to approve the new articles of association, the articles of association with the adjustments set out above will thereby be adopted. For agenda item 3.2, the articles of association included in appendices 3 and 4 to the demerger plan, which have been made available at https://www.kongsberg.com/newsroom/news-archive/2025/signing-of-demerger-plan-for-the-spin-off-of-kongsberg-maritime/, have been updated with the above adjustments. No other changes have been made to the demerger plan or its appendices.
For agenda item 5, the proposed new articles of association for KOG, to take effect from the extraordinary general meeting with the above adjustments, are available at https://www.kongsberg.com/investor-relations/general-meeting/annual-general-meeting/generalforsamlingsdokumenter-no/.
For shareholders who have already voted in advance or submitted a binding proxy, such advance votes and proxies will remain valid in relation to the said resolutions as adjusted above, unless the individual shareholder withdraws or submits new advance votes or a new proxy.
About Kongsberg Gruppen ASA
Kongsberg Gruppen ASA (OSE ticker: KOG) is an international knowledge-based group delivering high-tech systems and solutions to customers across a wide range of markets including defence, security, maritime, energy, aerospace, climate, and subsea technology. Kongsberg Gruppen ASA has more than 15,000 employees in 40 countries and recorded total revenues of NOK 48.9 billion in 2024.
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