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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 2024 was NOK 19 821 716.10 divided between 198 217 161 shares with a nominal value of NOK 0.10 each.

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.

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.

In 2022, subprogram A vested, and 676 664 new shares were issued to the option holders at a strike price of NOK 0.10 per share. In addition, Kitron converted 493 336 exercised options under the share incentive program against cash consideration.

In 2023, subprogram B vested. In total, 1 250 000 options were exercised. However, the incentive program is capped at a 200 per cent increase of the market capitalization for the shares that are issued, adjusted for dividends and possible share buy-backs. As a result, the number of shares that may be subscribed has been reduced by 354 085 shares. 526 081 new shares were issued to the option holders at a strike price of NOK 0.10 per share pursuant to the board authorisation resolved in Kitron’s general meeting held on 28 April 2023. In addition, Kitron converted 369 834 exercised options under the share incentive program against cash consideration. The cash consideration was utilised to cover the tax cost for the option holders who will be subject to advance tax deduction by Kitron after exercise of the options.

In 2024, subprogram C vested, and 700 027 new shares were issued to the option holders at a strike price of NOK 0.10 per share. In addition, Kitron converted 549 973 exercised options under the share incentive program against cash consideration.

Per 31 December 2024, 1 250 000 options have been allocated to the executive management.

Stock market listing

The company’s shares are listed on the Oslo Stock Exchange (ticker code: KIT) in the OB “Match” liquidity segment, and Kitron is since 1 December 2016 part of the Benchmark Index (OSEBX). In 2024, Kitron was included in the Euronext Tech Leaders segment. During 2024, the share price moved from NOK 33.50 to NOK 33.82, an increase of 1.0 per cent. In addition, in 2024, the company paid an ordinary dividend NOK 0.75 per share. The Oslo Børs Main Index increased by 9.1 per cent during the same period. The share price has varied between NOK 27.32 and NOK 40.54. At the end of 2024, the company’s market capitalization was NOK 6727.4 million. A total of 122.5 million shares were traded during the year, corresponding to a turnover rate of 61.7 per cent.

Mandatory notifications of trade and flagging announcements

Shareholder structure

At the end of 2024, Kitron had 10 344 shareholders, compared with 10 558 shareholders at the end of 2023. At the end of the year, the foreign shareholding amounted to 33.4 percent compared to with 23.1 percent at the end of 2023.

At the balance sheet date, Folketrygdfondet was the largest shareholder holding 10.0 per cent of the Kitron shares, followed by Verdipapirfonden Odin Norge with 7.16 per cent and MP Pensjon with 4.87 per cent. Liquidity of the share was 100 per cent. The 20 largest shareholders held a total of 54.44 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 communication 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 25 April 2024 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:

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 1,982,171.34.
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 3,964,342.68.
3. The authorization shall be valid until the Annual General Meeting in 2025, but no later than 30 June 2025.
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 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.
7. The authorization encompasses resolutions on merger 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 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 3,964,342.68.
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 3,964,342.68.
3. The authorization shall be valid until the Annual General Meeting in 2025, but no later than 30 June 2025.
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 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.
7. The authorization encompasses resolutions on merger 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 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 1,982,171.34. 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 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 100 per share.
4. Any and all previous authorizations 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 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 2025 annual general meeting, but not longer than 30 June 2025."

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
2024 NOK 0.35 per share 13 February 2025 24 April 2025 25 April 2025 28 April 2025 On or about 15 May 2025
2023 NOK 0.75 per share 14 February 2024 25 April 2024 26 April 2024 29 April 2024 On or about 16 May 2024
2022 NOK 0.50 per share 14 February 2023 28 April 2023 2 May 2023 3 May 2023 On or about 18 May 2023
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 amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The gearing ratios on 31 December 2024 were as follows (amounts in EUR million):

Total borrowings 162.2
Cash and cash equivalents (48.7)
Net debt 113.5
Total equity 198.9
Total capital 312.4
Gearing ratio 36%

As of 31 December 2024, the total interest bearing debt was EUR 162.2 million and split as follows (amounts in EUR million):

Long-term interest bearing debt  
Leasing debt 17.3
Other 91.0
Current interest bearing debt  
Debt to credit institutions
9.8
Factoring debt 26.5
Leasing debt 6.8
Other 10.9

Carrying amount of the group’s interest bearing debt in various currencies (amounts in EUR million):

EUR 46.5
USD 6.1
SEK 15.1
NOK 90.2
CNY 1.2
DKK 2.3
CZK 0.0
MYR 0.7
PLN 0.1
INR 0.0
HKD 0.0
Total 162.2

Interest bearing debt include EUR 143.3 million (2023: EUR 156.9 million) in secured commitments (bank loans and other secured loans).

Morgages (amount in EUR million):

Debt secured by morgages 143.3

Carrying amount of the group’s assets provided as security (amounts in EUR million):

Inventory and contract assets 102.5
Receivables 62.4
Machinery and equipment 14.7
Building and land 6.4
Total 185.9

For the Swedish entity there are company mortgages of EUR 4.1 million on 31 December 2024.

Debt secured by mortgages includes leasing liabilities for machinery and equipment. The carrying amount of these fixed assets is included in the carrying amount of assets provided as security. Of the mortgage debt in the consolidated accounts, the commitment related to leasing recognised in the balance sheet amounted to EUR 5.2 million on 31 December 2024.

Conditions in the form of vendor’s fixed charge are moreover related to deliveries from Kitron’s suppliers of goods.

The group’s receivables recognised in the balance sheet are provided as security (factoring mortgage) for obligations to DNB Finans.

The group’s guarantee provider had provided guarantees on 31 December for leasing obligations and tax due but not paid. These totalled EUR 0.3 million and EUR 1.9 million respectively for the group.

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