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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 2025 was NOK 21 640 285,90 divided between 216 402 859 shares with a nominal value of NOK 0.10 each.
In November 2025, the Board used its authorisation from the General Meeting 24 April 2025 to increase the share capital by NOK 1 700 000 with the purpose of partly financing the acquisition of DeltaNordic AB. 17 000 000 New Shares were allocated in a Private Placement at a subscription price of NOK 57.25 per share, raising gross proceeds of approx. NOK 973 million. The increased share capital was registered on 26 November 2025.
In addition, in January 2026, at closing, 2 299 612 new shares were issued to the sellers of DeltaNordic AB, corresponding to SEK 150 million, 50% valued at 10 days’ VWAP prior to signing and 50% valued at 10 days’ VWAP prior to closing.
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 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 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 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.
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.
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.
In 2025, subprogram D vested, and 485 698 new shares were issued to the option holders at a strike price of NOK 0.10 per share. In addition, Kitron converted 367 152 exercised options under the share incentive program against cash consideration.
In 2024 the Board introduced a new share option program for executive management comprising of up to 3 200 000 shares. The program is divided into four three-year subprograms, each with an allocation of 800 000 option, where the first program started in 2024, followed by one program every year until 2027. 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 are 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.
Each subprogram is capped at 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 2025, 1 600 000 options have been allocated to the executive management.
The company’s shares are listed on the Oslo Stock Exchange (ticker code: KIT) in the OB “Match” liquidity segment and have been part of the Benchmark Index (OSEBX) since 1 December 2016.
Kitron has been included in the Euronext Tech Leaders segment since 2024.
During 2025, the share price moved from NOK 33.82 to NOK 72.70, an increase of 115.0 per cent. In addition, in 2025, the company paid an ordinary dividend NOK 0.35 per share.
The Oslo Børs Main Index increased by 18.4 per cent during the same period.
The share price has varied between NOK 34.24 and NOK 77.10. At the end of 2025, the company’s market capitalization was NOK 15732.51 million. A total of 181.3 million shares were traded during the year, corresponding to a turnover rate of 87.3 per cent.
Key legal information for shareholders in Norwegian public limited companies listed on the Oslo Stock Exchange.
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.
The ordinary general meeting of 24 April 2025 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 1,989,171.61.
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 3,978,343.22.
3. The authorization shall be valid until the Annual General Meeting in 2026, but no later than 30 June 2026.
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 proposed resolution did not receive a sufficient majority and was not resolved.
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, up to a total par value of NOK 1,989,171.61. 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 2026 Annual General Meeting, but not longer than 30 June 2026."
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.
| YEAR | AMOUNT | PROPOSAL | RESOLUTION | EX.DIVIDEND | RECORD DATE | PAYMENT |
| 2025 | NOK 0.70 per share | 12 February 2026 | 24 April 2026 | 27 April 2026 | 28 April 2026 | On or about 15 May 2026 |
| 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 |
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 2025 were as follows (amounts in EUR million):
| Total borrowings | 114.2 |
| Cash and cash equivalents | (145.8) |
| Net debt | (31.6) |
| Total equity | 313.9 |
| Total capital | 282.3 |
| Gearing ratio | -11% |
As of 31 December 2025, the total interest bearing debt was EUR 114.2 million and split as follows (amounts in EUR million):
| Long-term interest bearing debt | |
| Leasing debt | 16.3 |
| Other | 76.5 |
| Current interest bearing debt | |
| Debt to credit institutions |
13.2 |
| Factoring debt | - |
| Leasing debt | 8.2 |
| Other | - |
Carrying amount of the group’s interest bearing debt in various currencies (amounts in EUR million):
| EUR | 19.8 |
| SEK | 11.5 |
| NOK | 79.3 |
| Other | 3.6 |
| Total | 114.2 |
Interest bearing debt include EUR 97.0 million (2024: EUR 143.3 million) in secured commitments (bank loans and other secured loans).
Morgages (amount in EUR million):
| Debt secured by morgages | 97.0 |
Carrying amount of the group’s assets provided as security (amounts in EUR million):
| Inventory and contract assets | 115.8 |
| Receivables | 64.2 |
| Machinery and equipment | 13.0 |
| Building and land | 9.1 |
| Total | 202.1 |
For the Swedish entity there are company mortgages of EUR 4.3 million on 31 December 2025.
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 7.3 million on 31 December 2025.
Conditions in the form of vendor’s fixed charge are moreover related to deliveries from Kitron’s suppliers of goods.
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 2.1 million respectively for the group.
No prospectuses or information documents have been prepared in the last three years.
