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

• 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 1,982,171.34.
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."

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 2023 were as follows (amounts in EUR million):

Total borrowings	168.4
Cash and cash equivalents	(39.0)
Net debt	129.4
Total equity	183.5
Total capital	312.9
Gearing ratio	41%

As of 31 December 2023, the total interest bearing debt was EUR 168.3 million and split as follows (amounts in EUR million):

Long-term interest bearing debt
Leasing debt	17.0
Other	96.2
Current interest bearing debt
Debt to credit institutions	12.8
Factoring debt	22.1
Leasing debt	9.5
Other	10.7

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

NOK	75.7
SEK	10.6
EUR	65.7
USD	13.0
CNY	2.7
DKK	0.7
CZK	-
MYR	0.7
INR	0.0
Total	168.3

Interest bearing debt include EUR 156.9 million (2022: EUR 167.9 million) in secured commitments (bank loans and other secured loans).

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

Buildings and land	5.7
Machinery and equipment	15.9
Receivables	44.5
Inventory and contract assets	133.2
Total	199.3

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 as at 31 December 2023.

• 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