Shareholder information

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Share capital and stock market listing

Kitron ASA is a publicly listed company on the Oslo Stock Exchange (ticker code: KIT) in the OB Standard segment. The company is governed by Norwegian law.

During 2016 the share price moved from NOK 3.90 to NOK 6.03, an increase of 54.6 per cent. The Oslo Børs Main Index increased by 12.1 per cent during the same period. The share price has varied between NOK 3.60 and NOK 6.30. At the end of 201, the company’s market capitalisation was NOK 1 060.4 million. A total of 181.2 million shares were traded during the year, corresponding to a turnover rate of 102.8 per cent.

Kitron ASA has one single class of shares. Each share carries one vote at the company’s general meeting. The shares are freely negotiable. No restrictions on negotiability are included in the Articles of Association.

  • Share capital as at 2 November 2016: NOK 17 619 261.10
  • Number of shares: 176 192 611
  • Nominal value: NOK 0.10 each.

The Annual General Meeting in April 2013 approved the introduction of a share option program for executive management comprising up to 5 485 000 shares. The share option program entailed that executive management, on certain terms, may be granted the right to subscribe to new shares in the Company at a price of NOK 0.10 per share after a vesting period of three years. The number of options vested was inter alia linked linearly to the development of the price of the Company’s shares on Oslo Børs. On 24 October 2016 the Kitron’s board of directors resolved to issue 3 230 986 new shares in the company to the option holders at a strike price of NOK 0.10 per share. The issue of shares was made pursuant to the board authorisation to issue shares resolved in Kitron’s general meeting held 21 April 2016. In addition Kitron decided to terminate 2 254 014 options under share incentive program against cash consideration. The share capital increase was registered with the Norwegian Register of Business Enterprises 2 November 2016.

In 2015 the Board introduced a new share option program for executive management comprising up to 5 500 000 shares running for three years from the start of the second calendar quarter 2016. 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 is inter alia linked linearly to the development of the share quote of the Kitron shares at the Oslo Stock Exchange. Per 31 December 2016, 4 250 000 options have been allocated to the executive management, where of 4 150 000 options are granted.

As per date, 5 337 500 options has been allocated to the management and 162 500 options remain un-allocated.

Mandatory notifications of trade and flagging announcements

MANDATORY NOTIFICATION OF TRADE

2017-12-07 Creades AB More information
2017-10-27 Athanase Industrial Partners Fund II More information
2017-10-25 Mindaugas Sestokas More information
2017-10-25 Espen Gundersen More information
2017-09-05 Athanase Industrial Partners Fund II More information
2017-02-28 Athanase Industrial Partners Fund II More information
2017-02-28 Athanase Industrial Partners Fund II More information
2017-02-20 Kitron ASA More information
2016-11-24 KJK Fund More information
2016-11-24 Amber Trust More information
2016-11-17 KJK Fund More information
2016-11-17 Amber Trust More information
2015-12-18 Kitron share option program for management employees in Kitron More information
2015-11-11 Gro Brækken More information
2015-07-17 Israel Losada Salvador More information
2015-07-16 Peter Nilsson More information
2015-05-07 Cathrin Nylander More information
2015-04-29 Päivi Marttila More information
2015-04-28 Peter Nilsson More information
2015-02-19 Cathrin Nylander More information
2015-02-17 Päivi Marttila More information
2014-12-15 Peter Nilsson More information
2014-05-07 Tuomo Lähdesmäki More information
2014-03-07 Tuomo Lähdesmäki More information
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FLAGGING ANNOUNCEMENTS

2016-11-17 Athanase Industrial Partners Fund II and Athanase Industrial Partners II AB More information
2016-11-17 Creades AB More information
2016-10-19 FIRST Fondene AS More information
2016-10-19 FIRST Fondene AS More information
2016-10-19 Kongsberg Gruppen ASA More information
2016-10-13 Storebrand Asset Management AS More information
2016-09-29 Sievi Capital Plc. More information
2016-09-29 Taiga Fund More information
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Shareholder structure

At the end of 2016, Kitron had 5 030 shareholders, compared with 2 436 shareholders at the end of 2015. At the end of the year, the foreign shareholding amounted to 46.3 per cent. At the end of the year Creades Ab was the largest shareholder holding 10 per cent of the Kitron shares, followed by Taiga Fund with 6.55 per cent, MP Pension with 6.12 per cent and Athanase Industrial Partners Ltd with 5 per cent. The 20 largest shareholders held a total of 61.32 per cent of the company’s shares at the end of the year.

20 largest shareholders

Morgan Stanley & Co int. plc account holds beneficial owner Taiga Fund: 7.66%

Information and investor relations

Kitron wishes to maintain open communications with its shareholders and other stakeholders. 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 under Investor Relations page.

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 or other board members.

IR Contact information

Mandates

INCREASING THE SHARE CAPITAL

The Annual General Meeting on 25 April 2017 authorised the board to acquire own shares, for a total nominal value of up to NOK 1 761 926.10, which is equal to 10 per cent of Kitron’s registered share capital at 25 April 2017. Under the authorisation the company shall pay minimum NOK 1.00 per share and maximum the prevailing market price per share on the day the offer is made, provided, however, that the amount does not exceed NOK 25.00 per share. The authority is valid until the Annual General Meeting in 2017 but no longer than 30 June 2018.

OWN SHARES

The Annual General Meeting on 25 April 2017 authorised the board to acquire own shares, for a total nominal value of up to NOK 1 761 926.10, which is equal to 10 per cent of Kitron’s registered share capital at 25 April 2017. Under the authorisation the company shall pay minimum NOK 1.00 per share and maximum the prevailing market price per share on the day the offer is made, provided, however, that the amount does not exceed NOK 25.00 per share. The authority is valid until the Annual General Meeting in 2017 but no longer than 30 June 2018.

Dividend

Dividend Policy

Kitron’s dividend policy is to pay out an annual dividend between 30 and 60 per cent of the company’s ordinary net profit after tax. When deciding on the annual pay-out ratio, the company will take into consideration the cash requirements and financial flexibility required on the company.

DIVIDEND LAST SIX YEARS

Year Amount Proposal Resolution Payment
2016 NOK 0.25 per share 21 March 2016 25 April 2017 11 May 2017
2015 NOK 0.21 per share 18 March 2016 22 April 2015 4 May 2016
2014 NOK 0.05 per share 27 March 2016 22 April 2015 22 April 2015
2013 - - - -
2012 NOK 0.10 per share 20 March 2013 22 April 2013 3 May 2013
2011 NOK 0.05 per share 20 March 2012 26 April 2012 9 May 2012

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.

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 largely short-term and related to factored accounts receivable (DnB Finans). The group has overdraft facilities with its main banking partner DnB that cover expected liquidity fluctuations during the year. A small share of the external capital is long-term.

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 2016 were as follows (amounts in NOK 1000):

Total borrowings 350 264
Cash and cash equivalents (134 413)
Net debt 215 851
Total equity 584 799
Total capital 800 650
Gearing ratio 27%

As of 31 December 2016 the total outstanding debt was NOK 350.3 million and split as follows (amounts in NOK 1000):

Long term loans
Leasing debt 18 466
Bank loans 42 996
Current loans
Debt to credit institutions 57 040
Factoring debt 207 336
Leasing debt 9 954
Other 14 456

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

NOK 169 072
SEK 46 032
EUR 9 647
USD 64 257
CNY 61 256
Total 650 264

Effective interest rates at 31 December 2016 in NOK” 0.9% – 6.0%.
Debt secured by mortgages at 31 December 2015: 350 264.

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

Buildings and land 57 093
Machinery and equipment 52 707
Cash 14 310
Receivables 374 862
Inventory 334 023
Total 832 994

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

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