ANNUAL GENERAL MEETING 28 APRIL 2023

The Annual General Meeting of Kitron will be held as a digital meeting on Friday, 28 April 2023, at 10:00 a.m. CEST. To join the webcast, please follow this LINK. 

ANNUAL GENERAL MEETINGS

MANDATES

AUTHORIZATION TO THE BOARD TO ISSUE SHARES

Authorization to strengthen equity and incentive schemes 

The General Meeting made the following resolution:

"The Board of Directors of Kitron ASA is hereby authorized to increase the share capital in accordance with the Norwegian Public Limited Liability Companies Act section 10-14 on the following conditions:

1. The share capital may, in one or more rounds, in total be increased with up to NOK 1,970,143.90.
2. The Board of Directors may not use the authorization if the total increase of the share capital is approved by the Board of Directors in accordance with this authorization together with the use of other authorizations to issue shares, in the period for the authorization in item 3, exceeds NOK 3,940,287.80.
3. The authorization shall be valid until the Annual General Meeting in 2023, but no later than 30 June 2023.
4. The shareholders’ pre-emptive rights according to the Norwegian Public Limited Liability Companies Act section 10-4 may be set aside.
5. The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target company.
6. The authorization encompasses share capital increase by the contribution of any kind and the right to incur Kitron ASA with special obligations according to the Norwegian Public Limited Liability Companies Act section 10-2.
7. The authorization encompasses resolutions on mergers according to the Norwegian Public Limited Liability Companies Act section 13-5.
8. The authorization is limited to encompass capital requirements or issuance of consideration shares in relation to the strengthening of Kitron ASA’s equity, joint ventures or joint business operations, remuneration to members of the Board of Directors of Kitron ASA, incentive schemes, and acquisition of property and business within Kitron ASA’s purpose. 
9. The Board of Directors is authorized to decide other terms and conditions of the subscription and is authorized to amend the articles of association as implied by the use of this authorization.
10. This authorization replaces any previously granted authorizations for the Board of Directors to increase the share capital." 

Strategic authorization


The General Meeting made the following resolution:

"The Board of Directors of Kitron ASA is hereby authorized to increase the share capital in accordance with the Norwegian Public Limited Liability Companies Act section 10-14 on the following conditions:

1. The share capital may, in one or more rounds, in total be increased with up to NOK 3,940,287.80.
2. The Board of Directors may not use the authorization if the total increase of the share capital approved by the Board of Directors in accordance with this authorization together with the use of other authorizations to issue shares, in the period for the authorization in item 3, exceeds NOK 3,940,287.80.
3. The authorization shall be valid until the Annual General Meeting in 2023, but no later than 30 June 2023.
4. The shareholders’ pre-emptive rights according to the Norwegian Public Limited Liability Companies Act section 10-4 may be set aside.
5. The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target company.
6. The authorization encompasses share capital increase by the contribution of any kind and the right to incur Kitron ASA with special obligations according to the Norwegian Public Limited Liability Companies Act section 10-2.
7. The authorization encompasses resolutions on mergers according to the Norwegian Public Limited Liability Companies Act section 13-5. 
8. The authorization is limited to include strengthening of Kitron ASA's equity and issuing of consideration shares in connection with the acquisition of other companies or enterprises within Kitron ASA's purpose.
9. The Board of Directors is authorized to decide other terms and conditions of the subscription and is authorized to amend the articles of association as implied by the use of this authorization.

AUTHORIZATION TO THE BOARD TO BUY OWN SHARES

The General Meeting made the following resolution:

"The Board of Directors of Kitron ASA is hereby authorized to acquire Kitron ASA’s own shares, for the purpose of ownership or charge, in accordance with the Norwegian Public Limited Liability Companies Act sections 9-4 and 9-5 on the following conditions:

1. The Board of Directors may acquire shares in Kitron ASA, on one or several occasions, provided that the total combined nominal value of the acquired shares after the acquisition must not exceed ten per cent of the share capital, i.e. up to a total nominal value of NOK 1,970,143.90. The authorization also includes contract liens in the shares of Kitron ASA.
2. The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target company. 
3. Under this authorization the Board of Directors may pay a minimum of NOK 1 per share and a maximum of the prevailing market price per share on the day the offer is made, provided, however, that the maximum amount does not exceed NOK 25 per share.
4. Any and all previous authorizations that were given to the Board of Directors to acquire own shares shall be, and hereby are, withdrawn with effect from the date this authorization is registered with the Norwegian Register of Business Enterprises.
5. Shares acquired according to the authorization shall either be cancelled, used as remuneration to the members of the Board of Directors of Kitron ASA, used in incentive schemes or be used as consideration in connection with the acquisition of other companies or businesses, joint ventures or joint business operations, and acquisition of property and business within Kitron ASA's purpose.
6. This authorization shall be valid until the 2023 annual general meeting, but not longer than 30 June 2023."