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Kongsberg Automotive

AGM Information Jun 15, 2020

3648_rns_2020-06-15_0f342c00-745a-497d-99cc-228bbb03f4d3.html

AGM Information

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Kongsberg Automotive: OSE notification regarding EGM

Kongsberg Automotive: OSE notification regarding EGM

KONGSBERG AUTOMOTIVE ASA - ALL RESOLUTIONS PASSED BY THE EXTRAORDINARY GENERAL

MEETING

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 OR

SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

KONGSBERG AUTOMOTIVE ASA - ALL RESOLUTIONS PASSED BY THE EXTRAORDINARY GENERAL

MEETING

Kongsberg Automotive ASA (the "Company") is pleased to announce that the

extraordinary general meeting in the Company convened for 10:00 hrs (Norwegian

time) today has been held and is adjourned and that all resolutions were passed

in accordance with the proposals set out in the notice dated 22 May 2020 (the

"Notice"). The proposals for a Capital Decrease, issuance of new shares in the

Private Placement and an authorization to the board of directors to conduct the

Subsequent Offering (all as defined in the "Notice") was approved with 97.19 %,

97.24 % and 97.90 % of the votes, respectively.

The Private Placement proceeds is expected to be pre-funded by SpareBank 1

Markets AS to facilitate a swift registration of the share capital increase in

the Norwegian Register of Business Enterprises and delivery of the new shares on

a delivery versus payment basis to the subscribers on or about 17 June 2020.

After registration of the Capital Decrease and the share capital increase

pertaining to the Private Placement with the Norwegian Register of Business

Enterprises, the Company will have a share capital of NOK 744,799,101.20 divided

into 7,447,991,012 shares, each with a nominal value of NOK 0.10.

The Private Placement is divided into two tranches, whereby 89,052,133 Private

Placement Shares will be issued in tranche 1 (the "Tranche 1 Private Placement

Shares") and 6,910,947,867 Private Placement Shares will be issued in tranche 2

(the "Tranche 2 Private Placement Shares"). The Tranche 1 Private Placement

Shares will be listed and tradeable on the Oslo Stock Exchange upon issuance in

the VPS, while the Tranche 2 Private Placement Shares will not be listed or

tradable on the Oslo Stock Exchange until publication of a listing prospectus.

Pending publication of the prospectus, the Company will apply for temporary

admission to trading of the Tranche 2 Private Placement Shares on Merkur Market

under an ISIN separate from the Company's other shares, with the expected first

day of trading on or about 17 June 2020.

The listing prospectus will also constitute an offering prospectus for the

Subsequent Offering. The date for publication of the prospectus depends on

various factors including the prospectus approval process with the Norwegian

Financial Supervisory Authority. The Company aims to publish the prospectus in

early July 2020, but it could also be until late August 2020. The offer period

for the Subsequent Offering will start immediately after publication of the

prospectus and could accordingly be as early as start of July 2020. The Company

will revert with further information in due course. Eligible shareholders with

subscription rights should monitor announcements from the Company for further

information on the timing of the prospectus and the Subsequent Offering.

For further information, please contact:

Jon Munthe: [email protected] +47 901 14 582

About Kongsberg Automotive:

Kongsberg Automotive provides world-class products to the global vehicle

industry. Kongsberg Automotive's business has a global presence with revenues of

more than EUR 1.1 billion and approximately 11,000 employees in 19 countries in

2019. The parent company is based in Norway and our stock is publicly traded on

the Oslo stock Exchange.

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.

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 document 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 document relates in the United Kingdom is available only

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

The managers of the Private Placement and Subsequent Offering (the "Managers")

are 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 managers nor any of their 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

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

Each of the Company, the Managers 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.

Kongsberg Automotive ASA

Jon Munthe

General Counsel

Mobile:

+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

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