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Shareholder information

Shareholder information

Share capital and stock market listing

Share capital

Kitron ASA (Kitron) has one class of shares. Each share carries one vote at the company's general meeting. The shares are freely transferable pursuant to the company's articles of association.

Kitron’s registered share capital on 31 December 2021 was NOK 19 701 438,90 divided between 197 014 389 shares with a nominal value of NOK 0.10 each.

In December 2021, the Board used its authorisation from the General Meeting on 21 April 2021 to increase the share capital by 1 791 039.90 NOK with the purpose of partly financing the acquisition of BB Electronics A/S. 
17 910 399 New Shares were allocated in a Private Placement at a subscription price of NOK 19.50 per share, raising gross proceeds of approx. NOK 350 million. The increased share capital was registered on 30 December 2021.

In 2018 the Board introduced a new share option program for executive management comprising up to 5 000 000 shares. The program is divided into four three-year subprograms, each with an allocation of 1 250 000 options, where the first program started in 2019, followed by one program every year until 2023. The total program corresponds to approximately 3 percent of the market capitalization.

The share option program entails that executive management, on certain terms, may be granted a right to subscribe for shares in Kitron at NOK 0.10 per share after a vesting period of three years. The number of options that are vested for each subprogram is linked to the development of the market capitalization at the Oslo Stock Exchange, adjusted for dividends and share buy-backs. For each program to vest fully, the market capitalization adjusted for dividends and share buy-backs must increase 50 percent. The program starts to vest at an increase of 20 percent and will vest linearly between 20 percent to 50 percent. [KS1]

Each subprogram is capped at a 200 percent increase of the market capitalization, adjusted for dividends and share buy-backs. The program has a clawback clause. Each of the subprograms has a lock-up period of one year and a down-sale period of two years.

Per 31 December 2021, 3 420 000 options have been allocated to the executive management and 1 580 000 options remain un-allocated.

Stock market listing

The company’s shares are listed on the Oslo Stock Exchange (ticker code: KIT) in the OB “Match” liquidity segment and are since 1 December 2016 part of the Benchmark Index (OSEBX). In 2021, the share price moved from NOK 18.12 to NOK 23.60, an increase of 30.2 per cent. In addition, in 2021, the company paid an ordinary dividend of NOK 0.70 per share in two tranches, NOK 0.35 per share in May and NOK 0.35 per share in October. The Oslo Børs Main Index increased by 23.3 per cent during the same period. The share price has varied between NOK 15.76 and NOK 23.95. At the end of 2021, the company’s market capitalisation was  NOK 4 649.5 million. A total of 147.5 million shares were traded during the year, corresponding to a turnover rate of 78.4 per cent.

Mandatory notifications of trade and flagging announcements

Shareholder structure

At the end of 2021, Kitron had 9 010 shareholders, compared with 7 5703 shareholders at the end of 2020. At the end of the year, the foreign shareholding amounted to 27.9 percent. 

At the balance sheet date, Folketrygdfondet was the largest shareholder holding 9.45 per cent of the Kitron shares, followed by Vevlen Gård AS with 7.54 per cent and MP Pensjon with 5.29 per cent. The liquidity of the share was 100 per cent. The 20 largest shareholders held a total of 56.17 per cent of the company’s shares at the end of the year

20 largest shareholders

Information and investor relations

Kitron wishes to maintain open communications with its shareholders and other stakeholders. Shareholders and stakeholders are kept informed by announcements to the Oslo Børs and press releases. Kitron’s website www.kitron.com provides information on Kitron’s business and financial situation. Interim financial statements are presented at meetings open to the general public and are available as webcasts at www.kitron.com.

Kitron reports all manufacturing orders exceeding NOK 20 million. The group also reports smaller orders if these are of strategic importance or significant in any other way.

The corporate management is responsible for communication activities and investor relations and also facilitates direct contact with the chairman of the board and other board members.

IR CONTACT INFORMATION

Articles of associations

Mandates

AUTHORIZATION TO THE BOARD TO ISSUE SHARES

The ordinary general meeting of 21 April 2021 authorized the board of directors of Kitron ASA to increase the share capital in accordance with the Norwegian Public Limited Liability Companies Act section 10-14 on the following conditions: 

The share capital may, in one or more rounds, in total be increased by up to NOK 1 791 039.90. The authorization shall be valid until the Annual General Meeting in 2022, but no later than 30 June 2022. The shareholders’ pre-emptive rights according to the Norwegian Public Limited Liability Companies Act section 10-4 may be set aside. The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target company. 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. The authorization encompasses resolutions on mergers according to the Norwegian Public Limited Liability Companies Act section 13-5. The authorization is limited to encompass capital requirements or issuance of consideration shares in relation to the strengthening of Kitron ASA’s equity, acquisition of other companies or businesses, joint ventures or joint business operations, for remuneration to the members of the board of directors of Kitron ASA, for incentive schemes, and acquisition of property and business within Kitron ASA’s purpose. The board of directors decides on the other terms and conditions and is authorized to amend the articles of association as implied by the use of this authorization. This authorization replaces any previously granted authorizations for the board of directors to increase the share capital. The authority was exercised during December 2021. The Board used the authorization to increase the share capital by 1 791 039.90 NOK with the purpose of partly financing the acquisition of BB Electronics A/S. 17,910,399 New Shares were allocated in a Private Placement at a subscription price of NOK 19.50 per share, raising gross proceeds of approx. NOK 350 million. The new share capital was registered on 30 December 2021. The authorized share capital of the Company is therefore NOK 17 910 399.00. 

AUTHORIZATION TO THE BOARD TO BY OWN SHARES

The ordinary general meeting on 21 April 2021 authorized the board of directors of Kitron ASA 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:

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 1,791,039.90. The authorization also includes contract liens in the shares of Kitron ASA. The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target company. 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. 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. 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. This authorization shall be valid until the 2022 annual general meeting, but not longer than 30 June 2022. The authority had not been exercised on 31 December 2021. 

Dividend

DIVIDEND POLICY

Kitron’s dividend policy is to pay out an annual dividend of 20 to 60 per cent of the company’s consolidated net profit before non-recurring items. When deciding on the annual dividend the company will take into account the company’s financial position, investment plans as well as the needed financial flexibility to provide for sustainable growth.

DIVIDEND HISTORY

YEAR AMOUNT PROPOSAL RESOLUTION EX.DIVIDEND RECORD DATE  PAYMENT
2021 NOK 0.25 per share 10  February 2022 27 April 2022 28 April 2022 29 April 2022 On or about 16 May 2022
2020 NOK 0.35 per share 10 February 2021 21 April 2021 22 April 2021 23 April 2021 3 May 2021
2020 NOK 0.35 per share 10 February 2021 21 April 2021 5 October 2021 6 October 2021 22 October 2021
2019 NOK 0.50 per share 12 February 2020 20 October 2020 29 October 2020 30 October 2020 1 December 2020
2018 NOK 0.40 per share 13 February 2019 30 April 2019 2 May 2019 3 May 2019 10 May 2019
2017 NOK 0.55 per share 15 February 2018 20 April 2018 23 April 2018 24 April 2018 4 May 2018
2016 NOK 0.25 per share 15 February 2017 25 April 2017 26 April 2017 27 April 2017 11 May 2017
2015 NOK 0.21 per share 10 February 2016 21 April 2016 22 April 2016 25 April 2016 4 May 2016
2014 NOK 0.05 per share 10 February 2015 21 April 2015 22 April 2015 23 April 2015 22 April 2015

 

External capital

The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the group may adjust the number of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Kitron’s debt strategy is to support the overall financial flexibility of the group and ensure competitive terms and conditions on the group’s debt.

Kitron’s debt is a combination of long-term debt and short-term debt related to factored accounts receivable. The latter means that fluctuations in revenue impact the company’s liquidity. The group has overdraft facilities that cover expected liquidity fluctuations during the year.

The group’s interest-bearing debt attracts interest costs at the market-based rate. Kitron has no financial instruments related to interest rates. The group does not hold any significant interest-bearing assets.

The gearing ratios on 31 December 2021 were as follows (amounts in NOK 1000):

Total borrowings 999 477
Cash and cash equivalents (428 035)
Net debt 571 442
Total equity 1 228 046
Total capital 1 799 488
Gearing ratio 32%

As of 31 December 2021 the total outstanding debt was NOK 999 477 million and split as follows (amounts in NOK 1000):

Long term loans  
Leasing debt 150 950
Bank loans 55 280
Current loans  
Debt to credit institutions
205 621
Factoring debt 358 928
Leasing debt 46 544
Other 182 154

Outstanding debt split per currency (amounts in NOK 1000):

NOK 544 511
SEK 82 302
EUR 192 117
USD 159 697
CNY 20 850
Total 999 477

Carrying amount of assets provided as security (amounts in NOK 1000):

Buildings and land 38 059
Machinery and equipment 108 879
Cash 10 014
Receivables 455 284
Inventory 803 148
Total 1 445 384

The loan facilities with the company’s main bank include covenants relating to factors such as the company’s gearing ratio, earnings and loan-to-value ratio. The company complies with these covenants on 31 December 2021.

Prospectuses

No prospectuses or information documents have been prepared in the last three years.

Account manager for Kitron

  • DnB Bank ASA
  • Verdipapirservice
  • P O Box 1600 Sentrum
  • NO-0021, OSLO
  • Norway
  • Phone: +47 23 26 80 21
  • Fax: +47 22 48 11 71
     
  • E-mail: kua@dnb.no