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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 2020 was NOK 17 910 399.00 divided between 179 103 990 shares with a nominal value of NOK 0.10 each.

In 2018 the Board introduced a new share option program for executive management comprising of up to 5 000 000 shares. The program is divided into four three-year subprograms, each with an allocation of 1 250 000 option, where the first program started in 2019, followed by one program every year until 2023. The total program corresponds to approximately 3 per cent 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 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 per cent. The program starts to vest at an increase of 20 per cent and will vest linearly between 20 per cent to 50 per cent. [KS1]

Each subprogram is capped at a 200 per cent 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 2020, 2 500 000 options have been allocated to the executive management and 2 500 000 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). During 2020, the share price moved from NOK 11.00 to NOK 18.12, an increase of 64.7 per cent. In addition, the company paid an ordinary dividend of NOK 0.50 in 2020. The Oslo Børs Main Index increased by 4.6 per cent during the same period. The share price has varied between NOK 6.73 and NOK 19.94. At the end of 2020, the company’s market capitalisation was NOK 3 245.4 million. A total of 143.6 million shares were traded during the year, corresponding to a turnover rate of 80.2 per cent.

Mandatory notifications of trade and flagging announcements

Shareholder structure

At the end of 2020, Kitron had 7 570 shareholders, compared with 5 293 shareholders at the end of 2019. At the end of the year, the foreign shareholding amounted to 31.5 percent.

At the balance sheet date, Vevlen Gård AS was the largest shareholder holding 9.61 per cent of the Kitron shares, followed by Folketrygdfondet with 7.52 per cent and MP Pensjon with 5.41 per cent. The liquidity of the share was 100 per cent. The 20 largest shareholders held a total of 55.38 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

Articles of Association 2019-05-30

 

 

Mandates

AUTHORIZATION TO THE BOARD TO ISSUE SHARES

The board of directors of Kitron ASA is authorized 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 with up to NOK 1 791 039.90. The authorization shall be valid until the Annual General Meeting in 2021, but no later than 30 June 2021. 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 contribution in 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 merger 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.

AUTHORIZATION TO THE BOARD TO BY OWN SHARES

The board of directors of Kitron ASA is 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:

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 minimum NOK 1 per share and maximum 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 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 2021 annual general meeting, but not longer than 30 June 2021.

Dividend

DIVIDEND POLICY

Kitron’s dividend policy is to pay out an annual dividend of at least 50 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
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

*) The ordinary general meeting on 23 April 2020 authorised the board of directors to resolve the payments of dividend based on the company’s approved annual accounts for 2019, cf. the Norwegian Public Limited Liability Companies Act section 8-2, second paragraph. The board of directors shall, when using the authorization, make its decision in accordance with the company’s approved dividend policy. The board of directors shall before each decision to approve the payment of dividends consider if the company, after the payment of dividends, will have sufficient equity and liquidity. The authorization is limited to a total amount of NOK 90 million and shall be valid until the next annual general meeting, but not beyond 30 June 2021.

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 ensuring 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 cost 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 at 31 December 2020 were as follows (amounts in NOK 1000):

Total borrowings 910 617
Cash and cash equivalents 152 572
Net debt 758 045
Total equity 885 654
Total capital 1 643 699
Gearing ratio 46%

As of 31 December 2020 the total outstanding debt was NOK 910 617 million and split as follows (amounts in NOK 1000):

Long term loans  
Leasing debt 171 340
Bank loans 96 554
Current loans  
Debt to credit institutions
233 611
Factoring debt 271 267
Leasing debt 55 391
Other 82 454

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

NOK 512 325
SEK 25 234
EUR 213 445
USD 88 012
CNY 71 602
Total 910 617
  • Effective interest rates at 31 December 2020 1.2% – 5.0%.

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

Buildings and land 42 262
Machinery and equipment 116 532
Cash 21 567
Receivables 364 443
Inventory 705 253
Total 1 250 057

The company’s financing agreements include covenants relating to such factors as the company’s equity and earnings.

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

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