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Kongsberg Automotive

Share Issue/Capital Change May 20, 2020

3648_iss_2020-05-20_2df3ed12-6b60-44c8-aa21-948f06070542.html

Share Issue/Capital Change

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Key information relating to a subsequent offering in Kongsberg Automotive ASA

Key information relating to a subsequent offering in Kongsberg Automotive ASA

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.

Reference is made to the stock exchange announcement by Kongsberg Automotive ASA

(the "Company") earlier today, 20 May 2020, regarding the successful completion

of a private placement raising gross proceeds of NOK 700,000,000 (the "Private

Placement") and a contemplated subsequent offering (the "Subsequent Offering").

Key information relating to the Subsequent Offering is included below.

Date on which the terms and conditions of the Subsequent Offering were

announced: 20 May 2020

Last day including right: 20 May 2020

Ex-date: 22 May 2020

Record date: 25 May 2020

Date of approval: 15 June 2020

Maximum number of new shares: Up to 2,304,600,000*

Subscription price: NOK 0.10 per share

Other information: The Subsequent Offering is conditional on (i) completion of

the Private Placement, including approval of the share capital increase

pertaining to the Private Placement by an extraordinary general meeting in the

Company to be held on or about 15 June 2020 (the "EGM"), (ii) the EGM approving,

or alternatively, authorising the Board to resolve, the capital increase

pertaining to the Subsequent Offering, and (iii) approval and publication of an

offering prospectus approved by the Financial Supervisory Authority of Norway,

expected to take place on or about ultimo August 2020. Further details of the

Subsequent Offering, if approved, will be included in the prospectus to be

issued by the Company. The Board may cancel the Subsequent Offering, depending

on the prevailing market conditions and considerations of the Company.

* The Subsequent Offering is divided into two tranches, whereby tranche A will

raise gross proceeds of up to NOK 230.46 million by issuance of up to

2,304,600,000 new shares ("Tranche A") and tranche B will raise gross proceeds

of up to NOK 69.54 million by issuance of up to 695,400,000 new shares ("Tranche

B"). Tranche A will, subject to applicable securities laws, be directed towards

eligible shareholders in the Company on 20 May 2020 as registered in the VPS on

the Record date, while Tranche B will be directed towards 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.

This information is published in accordance with the requirements of the

Continuing Obligations.

***

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 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 or 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 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.

KA Investor Relations

[email protected]

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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