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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 2023 was NOK 19 821 713.40 divided between 198 217 134 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.

Per 31 December 2023, 2 500 000 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). During 2023, the share price moved from NOK 28.05 to NOK 33.50, an increase of 19.4 per cent. In addition, in 2023, the company paid an ordinary dividend of NOK 0.50 per share. The Oslo Børs Main Index decreased by 10 per cent during the same period. The share price has varied between NOK 25.35 and NOK 46.80. At the end of 2023, the company’s market capitalisation was NOK 6 640.3 million. A total of 130.8 million shares were traded during the year, corresponding to a turnover rate of 66.1 per cent.

Mandatory notifications of trade and flagging announcements

Shareholder structure

At the end of 2023, Kitron had 10 558 shareholders, compared with 9 026 shareholders at the end of 2022. At the end of the year, the foreign shareholding amounted to 23.1 per cent compared with 27.4 per cent at the end of 2022.

At the balance sheet date, Folketrygdfondet was the largest shareholder, holding 8.0 per cent of the Kitron shares, followed by Verdipapirfond Odin Norge with 7.36 per cent and Vevlen Gård AS with 5.30 per cent. Liquidity of the share was 100 per cent. The 20 largest shareholders held a total of 53.31 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

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 1,976,910.53.
2. The Board of Directors may not use the authorization if the total increase of the share capital is 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 3,953,821.06.
3. The authorization shall be valid until the Annual General Meeting in 2024, but no later than 30 June 2024.
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 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.
7. The authorization encompasses resolutions on mergers 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 the 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 3,953,821.06.
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 3,953,821.06.
3. The authorization shall be valid until the Annual General Meeting in 2024, but no later than 30 June 2024.
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 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.
7. The authorization encompasses resolutions on mergers 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 the 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 1,976,910.53. 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 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 100 per share.
4. 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.
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 the 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 2024 annual general meeting, but not longer than 30 June 2024."

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
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 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.

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