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-fo
r-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-meet
ing/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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