Oslo, 10 September 2026
Reference is made to the stock exchange announcements made by Fjord Defence
Group ASA (the "Company") on 5 and 10 June 2026 regarding the successful
completion of the Company's acquisition of 100% of the shares in Fjord Defence
Marine AS (at the time named Frydenbø Milpro AS), in connection with which the
Company issued 6,972,823 new shares in the Company (the "Consideration Shares")
to Frydenbø Marine AS as seller, as part settlement of the consideration payable
by the Company.
The Consideration Shares are subject to a lock-up (the "Lock-up"), with 55% of
the Consideration Shares being released after 12 months, and the remaining 45%
after 24 months, calculated from the date of completion of the acquisition (i.e.
from 5 June 2026). The Lock-up permits distribution of the Consideration Shares
to shareholders of Frydenbø Marine AS that accede to the Lock-up.
The general meeting of Frydenbø Marine AS has resolved to transfer all 6,972,823
Consideration Shares to its three shareholders as a distribution in kind as
follows (the "Share Distribution"):
- Frydenbø International AS will receive 4,880,976 Consideration Shares;
- Nordkapp Invest AS will receive 1 534 021 Consideration Shares; and
- Brødrene Underhaug & Sønner AS will receive 557 826 Consideration Shares.
Each of Frydenbø International AS, Nordkapp Invest AS and Brødrene Underhaug og
Sønner AS has acceded to the Lock-up, and the Consideration Shares will remain
subject to the Lock-up.
- Frydenbø International AS is ultimately controlled by Knut Herman Holler
Gjøvaag
- Brødrene Underhaug & Sønner AS is ultimately controlled by Trond Underhaug
(CEO of Fjord Defence Marine AS) and Sten Frode Underhaug (CTO of Fjord Defence
Marine AS)
Frydenbø Marine AS, having held 6,972,823 shares in the Company (representing
~5.97% of the issued shares and votes), has as a result of the Share
Distribution reduced its shareholding to 0 shares in the Company, thus falling
below the 5% threshold pursuant to section 4-2 of the Norwegian Securities
Trading Act. The Share Distribution was completed on 10 September 2026.
Frydenbø Marine AS is ultimately controlled by Knut Herman Holler Gjøvaag, who
holds no other rights to already issued shares or votes in the Company.
For more information please contact:
Jon Asbjørn Bø
JAB@fjorddefence.com
+47 930 86 932
* * *
This information is subject to the disclosure requirements pursuant to section
4-2 of the Norwegian Securities Trading Act.
quirements pursuant to section\
4-2 of the Norwegian Securities Trading Act.\