Fjord Defence Group Asa · OSL:DFENS
Fjord Defence Group Asa — Merger or Acquisition (November 2025)
45 slides from Fjord Defence Group Asa's merger presentation, Nov 26, 2025
Slide 1: Contemplated acquisition of Scanfiber Composites A/S
Contemplated acquisition of Scanfiber Composites A/S November 2025
Slide 2: Important information and disclaimer
INTRODUCTION Important information and disclaimer THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF
Slide 3: Important information and disclaimer
INTRODUCTION Important information and disclaimer Risk factors: An investment in the Company involves significant risk, and several factors could adversely affect the business, legal or financial position of the Group, the Target, or the value of the Company's shares. You should carefully consider a
Slide 4: Summary of risk factors
APPENDIX | RISK FACTORS Summary of risk factors Investing in the Company's shares (the "Shares") involves a high level of risk and the Group is and will be exposed to numerous risk factors, of which a brief summary is outlined below. All prospective investors should carefully consider the full risk
Slide 5: Table of Contents
Table of Contents 1. Transaction overview 2. Company overview a. Fjord Defence b. Scanfiber Composites 3. Market overview 4. Financial overview a. Fjord Defence b. Scanfiber Composites 5. Appendix 5
Slide 6: Fjord Defence Group (DFENS) is a listed Nordic defence compounder
TRANSACTION OVERVIEW Fjord Defence Group Scanfiber Composites Fjord Defence Group (DFENS) is a listed Nordic defence compounder − Nordic defence company focused on acquiring established and profitable suppliers to the global defence sector with high growth potential next decade − Led by an experienc
Slide 7: Fjord Defence Group: A Nordic compounder of high-quality defence companies
TRANSACTION OVERVIEW Fjord Defence Group Scanfiber Composites Fjord Defence Group: A Nordic compounder of high-quality defence companies Fjord Defence Fjord Defence Group Product offering and application areas1 Selected customers Fjord Defence Group at a glance − Repositioned as a compounder within
Slide 8: Scanfiber Composites: Market-leading provider of ballistic protection solutions
TRANSACTION OVERVIEW Fjord Defence Group Scanfiber Composites Scanfiber Composites: Market-leading provider of ballistic protection solutions Product offering1 Selected customers Scanfiber Composites at a glance Spall liners Add-on armour Other − Leading ballistic protection manufacturer with 30 Ins
Slide 9: Transaction overview and transaction rationale
TRANSACTION OVERVIEW Transaction overview and transaction rationale Transaction overview Transaction rationale − Fjord Defence Group has entered into an agreement to acquire Scanfiber Composites A/S 1 Scanfiber fits the investment criteria of Fjord Defence Group (“Scanfiber”), a leading producer of
Slide 10: Table of Contents
Table of Contents 1. Transaction overview 2. Company overview a. Fjord Defence b. Scanfiber Composites 3. Market overview 4. Financial overview a. Fjord Defence b. Scanfiber Composites 5. Appendix 10
Slide 11: The history of Fjord Defence and its management team
COMPANY OVERVIEW | FJORD DEFENCE Fjord Defence Scanfiber Composites The history of Fjord Defence and its management team Management with strong track record leading up to the foundation of Fjord Defence 2005- 2008- 1997 2000 2005 2008 2010 2008 2010 Early development of Remote weapon Management buyo
Slide 12: Deliver complete weapon accessories solutions to key end markets
COMPANY OVERVIEW | FJORD DEFENCE Fjord Defence Scanfiber Composites Deliver complete weapon accessories solutions to key end markets Ground Vehicle Maritime Miscellaneous Modular approach of pedestals, gun wales Modular solutions with focus on user Weapon accessories making the soldier’s Tripods and
Slide 13: Customised solutions through industrial cooperation
COMPANY OVERVIEW | FJORD DEFENCE Fjord Defence Scanfiber Composites Customised solutions through industrial cooperation Prototype – customized solutions Technology − Efficient and economical approach to adapting and creating customer solutions − Fjord Defence’s recoil dampening system − On-site 3D p
Slide 14: Deliver tailored solutions to meet operational needs to blue-chip customers
COMPANY OVERVIEW | FJORD DEFENCE Fjord Defence Scanfiber Composites Deliver tailored solutions to meet operational needs to blue-chip customers Weapon mounts, Materials supplier Military OEMs National defence forces tripods and accessories − Fjord Defence sources high-quality materials − Fjord Defen
Slide 15: The products are sold directly to both armed forces and OEMs globally
COMPANY OVERVIEW | FJORD DEFENCE Fjord Defence Scanfiber Composites The products are sold directly to both armed forces and OEMs globally Majority of revenue is generated by major industrial defence contractors Sold to 20+ countries worldwide, 18 user nations of Fjord products Other NOR SWE DEN FIN
Slide 16: Management with extensive defence expertise and share ownership
COMPANY OVERVIEW | FJORD DEFENCE Fjord Defence Scanfiber Composites Management with extensive defence expertise and share ownership Management with extensive defence expertise and skin in the game Headquartered in Norway, with US subsidiary Jon Asbjørn Bø, CEO Fjord Defence Group − Founder and Chair
Slide 17: Table of Contents
Table of Contents 1. Transaction overview 2. Company overview a. Fjord Defence b. Scanfiber Composites 3. Market overview 4. Financial overview a. Fjord Defence b. Scanfiber Composites 5. Appendix 17
Slide 18: The history of Scanfiber Composites
COMPANY OVERVIEW | SCANFIBER COMPOSITES Fjord Defence Scanfiber Composites The history of Scanfiber Composites Demonstrating growth and innovation through almost 30 years 1998- 2004- 2007- 2009- 1996 2002 2006 2008 2010 Establishment Entry into military & NGO/UN Achieved ISO 9001 certification Advan
Slide 19: Extensive application capabilities with strategic focus on three core areas
COMPANY OVERVIEW | SCANFIBER COMPOSITES Fjord Defence Scanfiber Composites Extensive application capabilities with strategic focus on three core areas Land survivability systems Naval survivability systems Air survivability systems 5% 10% 80% Building protection Personal protection Research & develo
Slide 20: Broad product portfolio with commercial efforts focused on key products
COMPANY OVERVIEW | SCANFIBER COMPOSITES Fjord Defence Scanfiber Composites Broad product portfolio with commercial efforts focused on key products Product Spall liners Add-on armour Other products Illustration − Manufactured from ultra-light materials − Designed to enhance protection for military pl
Slide 21: Crucial role in the value chain and close cooperation with blue-chip partners
COMPANY OVERVIEW | SCANFIBER COMPOSITES Fjord Defence Scanfiber Composites Crucial role in the value chain and close cooperation with blue-chip partners Ballistic protection Materials supplier Military OEMs National defence forces manufacturer − Trusted blue-chip EU-based suppliers − Transforms mate
Slide 22: Highly competent management team, building on extensive industry experience
COMPANY OVERVIEW | SCANFIBER COMPOSITES Fjord Defence Scanfiber Composites Highly competent management team, building on extensive industry experience Mgmt. with extensive experience from both production and first-hand use Scanfiber Composites organisation overview Erik Bundgaard Christensen, Founde
Slide 23: Table of Contents
Table of Contents 1. Transaction overview 2. Company overview a. Fjord Defence b. Scanfiber Composites 3. Market overview 4. Financial overview a. Fjord Defence b. Scanfiber Composites 5. Appendix 23
Slide 24: Strong tailwinds across all defence segments
MARKET OVERVIEW Strong tailwinds across all defence segments Significant unknown upside potential: Recent development indicate that actual defence 800 spending across Europe may exceed EUR 800bn EU defence CAGR +12% expenditure 326 279 EURbn 214 240 186 198 2019A 2020A 2021A 2022A 2023A 2024A 2025E
Slide 25: Table of Contents
Table of Contents 1. Transaction overview 2. Company overview a. Fjord Defence b. Scanfiber Composites 3. Market overview 4. Financial overview a. Fjord Defence b. Scanfiber Composites 5. Appendix 25
Slide 26: Overview of Fjord Defence Group
FINANCIAL OVERVIEW | FJORD DEFENCE GROUP Fjord Defence Group Fjord Defence Overview of Fjord Defence Group Company structure Portfolio company and investments Seismic assets Capsol Shares Legacy business Funding source for Defence Segment investments over time … Future acquisition #n Core business A
Slide 27: Steady growth combined with EBITDA and EBIT margins of 15%
FINANCIAL OVERVIEW | FJORD DEFENCE GROUP Fjord Defence Group Fjord Defence Steady growth combined with EBITDA and EBIT margins of 15% Revenue (NOKm) EBITDA (NOKm) and EBITDA margin (%) Buy & Build – Revenue Scenario in 3 years (NOKm) 25F: NOK 95-100m 25F: 25F: 15-17% 30 20% 120 2,500 CAGR 30% 18%
Slide 28: Strong Q3 performance driving 17% YoY growth for the first nine months
FINANCIAL OVERVIEW | FJORD DEFENCE GROUP Fjord Defence Group Fjord Defence Strong Q3 performance driving 17% YoY growth for the first nine months Quarterly revenue development (NOKm) 9M revenue (NOKm) FY revenue (NOKm) Commentary 150 150 150 Seasonality +10-16% − Revenue demonstrates seasonal patter
Slide 29: Aquila's legacy assets comprise seismic assets and shares in Capsol
FINANCIAL OVERVIEW | FJORD DEFENCE GROUP Fjord Defence Group Fjord Defence Aquila’s legacy assets comprise seismic assets and shares in Capsol Axxis Multi Client − Axxis Multi Client is a Norwegian seismic multi-client data business investing in high- resolution geophysical surveys − Utsira North Se
Slide 30: Table of Contents
Table of Contents 1. Transaction overview 2. Company overview a. Fjord Defence b. Scanfiber Composites 3. Market overview 4. Financial overview a. Fjord Defence b. Scanfiber Composites 5. Appendix 30
Slide 31: Revenue growth of >50% with an EBITDA and EBIT margin of >30% in 24/25A
FINANCIAL OVERVIEW | SCANFIBER COMPOSITES Fjord Defence Group Scanfiber Composites Revenue growth of >50% with an EBITDA and EBIT margin of >30% in 24/25A Revenue (NOKm)1 Focus areas to deliver on business plan 200 159 Maintain strong military OEM relationships >50% CAGR 150 − Sustained collaboratio
Slide 32: Orderbook of NOK 250m supported by additional orders and a large pipeline
FINANCIAL OVERVIEW | SCANFIBER COMPOSITES Fjord Defence Group Scanfiber Composites Orderbook of NOK 250m supported by additional orders and a large pipeline1 Orderbook of NOK 250m across 15+ projects1 Commentary 300 250 − Forecast supported by a robust orderbook, including 12 0 remaining value of
Slide 33: Table of Contents
Table of Contents 1. Transaction overview 2. Company overview a. Fjord Defence b. Scanfiber Composites 3. Market overview 4. Financial overview a. Fjord Defence b. Scanfiber Composites 5. Appendix 33
Slide 34: Fjord Defence Group – Consolidated income statement (pro forma)
APPENDIX | FJORD DEFENCE GROUP: FINANCIAL OVERVIEW Fjord Defence Group Scanfiber Composites Fjord Defence Group – Consolidated income statement (pro forma) INCOME STATEMENT UNIT 2023 FD 2024 FD 2024 Legacy 2024 Group 9M’25 FD 9M’25 Legacy 9M’25 Group Commentary Sales revenue NOKm 60.5 86.6 41.9 128.
Slide 35: Fjord Defence Group – Consolidated balance sheet
APPENDIX | FJORD DEFENCE GROUP: FINANCIAL OVERVIEW Fjord Defence Group Scanfiber Composites Fjord Defence Group – Consolidated balance sheet ASSETS UNIT 31.12.2024 30.09.2025 EQUITY AND LIABILITIES UNIT 31.12.2024 30.09.2025 Commentary Share capital and other paid in capital NOKm 677.7 981.8 Goodwil
Slide 36: Scanfiber Composites – Income statement
APPENDIX | SCANFIBER COMPOSITES: FINANCIAL OVERVIEW Fjord Defence Group Scanfiber Composites Scanfiber Composites – Income statement INCOME STATEMENT UNIT 2021/22A 2022/23A 2023/24A 2024/25A Commentary Revenue NOKm 44.6 52.1 74.7 159.4 Revenue − Revenue grew at a CAGR of 50% from NOK 45m1 in Cost o
Slide 37: Scanfiber Composites – Balance sheet statement
APPENDIX | SCANFIBER COMPOSITES: FINANCIAL OVERVIEW Fjord Defence Group Scanfiber Composites Scanfiber Composites – Balance sheet statement ASSETS UNIT 2021/22A 2022/23A 2023/24A 2024/25A Commentary Intangible fixed assets NOKm 3.4 3.9 3.6 2.3 Tangible fixed assets “ 20.7 19.3 19.5 19.6 Asset-light
Slide 38: Risk factors (1/7)
APPENDIX | RISK FACTORS Risk factors (1/7) An investment in Fjord Defence Group ASA (the "Company"), involves inherent risks. Before making an investment decision regarding the Company's shares (the "Shares"), applicants should carefully consider the risk factors set out below and all other informat
Slide 39: Risk factors (2/7)
APPENDIX | RISK FACTORS Risk factors (2/7) Furthermore, before making an investment in a company or business, the Group assesses the value or potential value of such company or business and the potential return on such investment. In making the assessment and otherwise conducting due diligence, the
Slide 40: Risk factors (3/7)
APPENDIX | RISK FACTORS Risk factors (3/7) Loss of key personnel may have an adverse effect on the Group's operations and financial performance The Group is specialised within weapon accessories with a combination of decades of experience, military background and a user focused organisation. The Gro
Slide 41: Risk factors (4/7)
APPENDIX | RISK FACTORS Risk factors (4/7) Failure to protect the Group's intellectual property and know-how could harm its business and competitive position Proprietary technologies and know-how are vital assets of the Group as they are key contributions to its specialised weapon accessories, advan
Slide 42: Risk factors (5/7)
APPENDIX | RISK FACTORS Risk factors (5/7) The Group is subject to risks related to potential late-sales of multi-client seismic data, and a decline in future sales may impact the Company's results and financial condition The Group's future sales of seismic data from multi-client surveys are uncerta
Slide 43: Risk factors (6/7)
APPENDIX | RISK FACTORS Risk factors (6/7) Although the Group expects to be compliant, the financial covenants may result in the Group being unable to obtain required funding to implement its growth strategies or take advantage of acquisition opportunities, for joint arrangements or other business o
Slide 44: Risk factors (7/7)
APPENDIX | RISK FACTORS Risk factors (7/7) Scanfiber has for a period of time produced war materials without the required permission under the Danish War Materials Act Scanfiber holds a permission under Section 2 of the Danish War Materials Act to produce (i) the ballistic protection constructed fro
Slide 45: https://www.fjorddefencegroup.no/
https://www.fjorddefencegroup.no/ 45
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