Kongsberg Automotive

Prospectus • Jul 6, 2020

Kongsberg Automotive ASA - Publication of prospectus and start of subscription period in subsequent offering

Kongsberg Automotive ASA - Publication of prospectus and start of subscription period in subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR

ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD

BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL

ORSUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

Reference is made to the announcement by Kongsberg Automotive ASA (the

"Company") on 3 July 2020 regarding approval of a prospectus by the Financial

Supervisory Authority of Norway (the "Prospectus") covering (i) the listing on

Oslo Børs of 6,910,947,867 new ordinary shares in the Company (the "Tranche 2

Private Placement Shares") issued in tranche 2 of a private placement raising

gross proceeds of in aggregate NOK 700,000,000 (the "Private Placement"), and

(ii) a subsequent offering of new ordinary shares in the Company (the

"Subsequent Offering").

The subscription period in the Subsequent Offering will commence today, 6 July

2020, at 09:00 CEST and ends on 24 July 2020 at 16:30 CEST.

The Subsequent Offering comprises an offer by the Company to raise an amount of

up to NOK 300,000,000 in gross proceeds by issuing up to 3,000,000,000 new

shares, each with a nominal value of NOK 0.10, at a subscription price of NOK

0.10 per Offer Share (the "Offer Shares"). The Subsequent Offering is divided

into two tranches, where tranche A consists of up to 2,304,600,000 Offer Shares

to raise gross proceeds of up to NOK 230,460,000 ("Tranche A") and tranche B

consists of up to 695,400,000 Offer Shares to raise gross proceeds of up to NOK

69,540,000 ("Tranche B").

Tranche A of the Subsequent Offering is, subject to applicable securities laws,

directed towards shareholders in the Company as of the end of 20 May 2020, as

registered in the VPS on 25 May 2020 (the "Record Date") who (i) were not

invited to participate in the Private Placement and (ii) are not resident in a

jurisdiction where such offering would be unlawful, or would (in jurisdictions

other than Norway) require any prospectus, filing, registration or similar

action ("Eligible Shareholders"). Tranche B of the Subsequent Offering is

directed at the Company's shareholder Teleios Capital Partners and is limited to

up to 23.18 % of the total allocation in the Subsequent Offering. Any shares not

subscribed for in Tranche B will be made available for oversubscription in

Tranche A.

Eligible Shareholders in Tranche A of the Subsequent Offering will receive non

-transferable subscription rights (the "Subscription Rights") based on their

registered shareholding as of the Record Date, giving preferential rights to

subscribe for and be allocated shares in Tranche A of the Subsequent Offering.

Each Eligible Shareholder will be granted 7.031 Subscription Rights for each

share in the Company registered as held by such Eligible Shareholder as of the

end of the Record Date, rounded down to the nearest whole Subscription Right.

Each Subscription Right will give the right to subscribe for one (1) Offer

Share. Oversubscription in the Subsequent Offering by Eligible Shareholders will

be allowed. Subscription without Subscription Rights is allowed for investors

that did not participate in the Private Placement, however, with last priority

allocation in accordance with the allocation principles set out in the

Prospectus. No guarantees are made for allocation of Offer Shares not covered by

Subscription Rights.

The Subscription Rights are expected to have an economic value if the Company's

shares trade above the Subscription Price during the Subscription Period.

Subscription rights that are not used to subscribe for Offer Shares before the

end of the subscription period will have no value and will lapse without

compensation to the holder.

The payment date for Subsequent Offering is on or about 29 July 2020. Subject to

timely payment of the Offer Shares subscribed for and allocated in the

Subsequent Offering, issuance of Offer Shares is expected to take place on or

about 31 July 2020. The Offer Shares are expected to be delivered to the

subscribers and commence trading on Oslo Børs on or about the same date.

Pending publication of the Prospectus, the 6,910,947,867 Tranche 2 Private

Placement Shares have been placed on an ISIN separate from the Company's other

shares and been admitted to trading on Merkur Market. As a result of the

publication of the Prospectus, the 6,910,947,867 Tranche 2 Private Placement

Shares are transferred from trading on Merkur Market to trading on Oslo Børs

from and including today, 6 July 2020.

The Prospectus will be available today at https://www.sb1markets.no/ and

https://www.kongsbergautomotive.com/investor-relations/.

Hard copies of the Prospectus, including the subscription form, will be

available at the Company's offices in Dyrmyrgata 48, 3611 Kongsberg or by

contacting SpareBank 1 Markets AS at tel +47 24 14 74 70.

SpareBank 1 Markets AS is acting as manager for the Subsequent Offering.

Advokatfirmaet Wiersholm AS is acting as the Company's legal adviser for the

Private Placement and the Subsequent Offering.

For information about the Subsequent Offering, please contact the manager:

SpareBank 1 Markets AS, tel. +47 24 14 74 70

IMPORTANT INFORMATION

This announcement is for information purposes only and does not form a part of

any offer to sell, or a solicitation of an offer to purchase, any securities of

the Company. Neither this announcement nor any copy of it may be taken or

transmitted directly or indirectly into the United States, Australia, New

Zealand, Canada, Hong Kong or Japan, or to any persons in any of those

jurisdictions, except in compliance with applicable securities laws. Any failure

to comply with this restriction may constitute a violation of national

securities laws.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), or any securities laws of any state or other jurisdiction of the United

States and may not be offered or sold within the United States except pursuant

to an exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and in compliance with applicable state law.

The Company does not intend to register any part of the offering or their

securities in the United States or to conduct a public offering of securities in

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act.

Any offering of the securities referred to in this announcement will be made by

means of a prospectus. This announcement is an advertisement and does not

constitute a prospectus for the purposes of the Prospectus Regulation (EU)

2017/1129 (as amended, together with any applicable implementing measures in any

EEA member state, the "Prospectus Regulation"). In any EEA member state that has

implemented the Prospectus Regulation, this communication is only addressed to

and is only directed at qualified investors in that member state within the

meaning of the Prospectus Regulation.

In the United Kingdom, this notice is not being distributed, nor has it been

approved for the purposes of Section 21 of the Financial Services and Markets

Act 2000 ("FSMA"), by a person authorized under FSMA and is directed only at

persons who (i) are outside the United Kingdom, (ii) are investment

professionals falling within Article 19(5) of the U.K. Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or

(iii) high net worth companies, and other persons to whom it may lawfully be

engaged with, falling within Article 49(2)(a) to (d) of the Order (all such

persons in (i), (ii) and (iii) above together being referred to as "relevant

persons"). Under no circumstances should persons who are not relevant persons

rely or act upon the contents of this announcement. Any investment or investment

activity to which this notice relates in the United Kingdom is available only

to, and will be engaged only with, relevant persons.

The Manager is acting exclusively for the Company and no one else in connection

with the transactions described herein and assume no responsibility for this

announcement. Neither the Manager nor any of its respective directors, officers,

employees, advisers or agents accepts any responsibility or liability whatsoever

for/or makes any representation or warranty, express or implied, as to the

truth, accuracy or completeness of the information in this announcement (or

whether any information has been omitted from the announcement) or any other

information relating to the Company, its subsidiaries or associated companies,

whether written, oral or in a visual or electronic form, and howsoever

transmitted or made available or for any loss howsoever arising from any use of

announcement or its contents or otherwise arising in connection therewith.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" and similar

expressions. The forward-looking statements in this release are based upon

various assumptions, many of which are based, in turn, upon further assumptions.

Although the Company believes that these assumptions were reasonable when made,

these assumptions are inherently subject to significant known and unknown risks,

uncertainties, contingencies and other important factors which are difficult or

impossible to predict and are beyond its control. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The information, opinions and forward-looking

statements contained in this announcement speak only as at its date, and are

subject to change without notice.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company. Neither the Manager

nor any of its respective affiliates accepts any liability arising from the use

of this announcement.

Each of the Company, the Manager and their respective affiliates expressly

disclaims any obligation or undertaking to update, review or revise any

statement contained in this announcement whether as a result of new information,

future developments or otherwise.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.

This information is subject of the disclosure requirements under section 5-12 of

the Norwegian Securities Trading Act and is published in accordance with the

requirements of the Oslo Stock Exchange's Continuing Obligations.

Kongsberg Automotive ASA

Jon Munthe

General Counsel

Mobile phone: +47 901 14 582

Kongsberg Automotive provides world class products to the global vehicle

industry. Our products enhance the driving experience, making it safer, more

comfortable and sustainable. With revenues of approx. EUR 1.1 billion and

approximately 11.000 employees in 19 countries, Kongsberg Automotive is truly a

global supplier. The company has more than 25 production facilities worldwide.

The product portfolio includes seat comfort systems, driver and motion control

systems, fluid assemblies, and industrial driver interface products developed

for global vehicle manufacturers. Find more information at

www.kongsbergautomotive.com