Kongsberg Automotive

Share Issue/Capital Change • May 20, 2020

Correction*: KONGSBERG AUTOMOTIVE ASA - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

Correction*: KONGSBERG AUTOMOTIVE ASA - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

*Reference is made to the announcement at 20:58 today. Below is the content of

the attachment in full.

KONGSBERG AUTOMOTIVE ASA - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

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 - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

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

successfully completed a private placement raising gross proceeds of NOK

700,000,000 and, on basis of commitments received from investors, it has

conditionally allocated 7,000,000,000 new shares (the "Private Placement

Shares") at a subscription price of NOK 0.10 per share (the "Subscription

Price") (the "Private Placement"). The Subscription Price was determined

following an accelerated bookbuilding process on 20 May 2020.

The background for the Private Placement is the Company's need to raise

liquidity in order to mitigate the dramatic impact on income and cash flows that

the corona pandemic has and is expected to further have on the Company. For

further details, reference is made to stock exchange announcements by the

Company in April and May 2020 relating to the need for a capital raise in the

Company including the announcement on 29 April 2020 to cancel the extraordinary

general meeting convened to approve the originally proposed capital raise.

The Private Placement is subject to approval by an extraordinary general meeting

in the Company, scheduled to be held on or about 15 June 2020 (the "EGM"). A

notice to the EGM will be distributed separately, expected on 25 May 2020. As

the subscription price in the Private Placement is set below the current par

value of the Company's shares, the Company's board of directors (the "Board")

will propose to the EGM that the par value of the shares is decreased from NOK

0.50 to NOK 0.10. (the "Share Capital Decrease").

The Company's largest shareholder, Teleios Capital Partners has been allocated

1,620,000,000 Private Placement Shares, corresponding to its pro rata share of

the Private Placement based on its current shareholding of 23.18%. The other

Private Placement Shares have been allocated to some of the Company's other

existing large shareholders and new investors.

Existing shareholders who have subscribed for Private Placement Shares, holding

in total about 29% of the currently outstanding shares in the Company, have

undertaken to vote on behalf of all their shares in the Company at the EGM in

favour of resolutions to (i) issue the Private Placement Shares, (ii) approve

issuance of, or alternatively authorise the Board to issue, additional new

shares in a subsequent offering of up to NOK 300,000,000 (the "Subsequent

Offering") and (iii) carry out the Share Capital Decrease (together the "EGM

Resolutions").

Completion of the Private Placement is subject to (i) approval by the EGM of the

EGM Resolutions, (ii) full payment of the subscription amount for all the

Private Placement Shares and registration of the share capital increase

pertaining to the Private Placement in the Norwegian Register of Business

Enterprises ("NRBE") and (iii) issuance of the Private Placement Shares in the

Norwegian Central Securities Depository ("VPS").

After registration of the Share Capital Decrease and the share capital increase

pertaining to the Private Placement Shares with the NRBE, 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.

Subject to approval by the EGM of the Private Placement, the Private Placement

Shares will be pre-funded by Sparebank 1 Markets AS to facilitate a swift

registration of the share capital increase in the NRBE and delivery of the

Private Placement Shares on a delivery versus payment basis to the subscribers

on or about 17 June 2020.

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

approved by the Financial Supervisory Authority of Norway, expected on or about

ultimo August 2020. 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 18 June 2020.

The Private Placement entails a deviation from existing shareholders

preferential rights to subscribe for new shares in the Company. The Board has

carefully considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act, Oslo Børs' Circular no.

2/2014 and related guidelines and is of the opinion that the Private Placement

complies with the equal treatment obligations. The Board's considerations are in

particular based on the Company's need to strengthen liquidity in order to

mitigate the dramatic impact on income and cash flows that the corona pandemic

has caused, and that the Company has already cancelled a proposed process for a

capital raise in April 2020 and is highly dependent on securing funding going

forward. The Company has explored its options since and in connection with the

previously cancelled attempt to raise capital and considers the Private

Placement to be the best available option for the Company in the current

situation with an urgent need to raise capital. The structure (including (but

not limited to) the Subscription Price) of, and allocation in, the Private

Placement are also impacted by conditions for allocation on individual orders

which was necessary to accept in order to achieve the combined level of required

funding, as well as by size and structure requirements for the Private Placement

and the Subsequent Offering set in connection with such orders. The size of the

Private Placement has also taken into consideration alternative funding

arrangements that may be available to the Company. The Private Placement ensures

that the Company is able to raise capital in an efficient manner with lower

transaction costs and completion risk than alternative means. The Subsequent

Offering will partly mitigate the dilutive effect of the Private Placement on

existing shareholders' ownership in the Company which were not invited to

participate in the Private Placement.

On the above background, and based on an assessment of the current market

conditions, the Board has considered that the Private Placement is in the common

interest of the Company and its shareholders.

The Board proposes a Subsequent Offering of up to 3,000,000,000 new shares (the

"Subsequent Offering Shares") raising gross proceeds of up to NOK 300,000,000 at

a subscription price per Subsequent Offering Share equal to the Subscription

Price in the Private Placement. The Subsequent Offering will be divided into two

tranches, where tranche A will raise gross proceeds of up to NOK 230.46 million

("Tranche A") and tranche B will raise gross proceeds of up to NOK 69.54 million

("Tranche B"). Tranche A of the Subsequent Offering will, subject to applicable

securities laws, be directed towards shareholders in the Company as of close on

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 will be 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 in order to meet the conditions

set in its order required to raise the required amount in the Private Placement.

Any shares not subscribed for in Tranche B will be made available for

oversubscription in Tranche A.

Eligible Shareholders in the Subsequent Offering Tranche A will receive non

-tradeable subscription rights based on their shareholding as of the Record

Date. The subscription rights will give Eligible Shareholders a preferential

right to subscribe for and be allocated shares in the Subsequent Offering

Tranche A. Oversubscription by Eligible Shareholders will be allowed.

Subscription without subscription rights will also be allowed, however with last

priority allocation.

The Subsequent Offering is conditional on (i) completion of the Private

Placement, (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 Company has retained SpareBank 1 Markets AS ("SB1M") as Global Coordinator

and Joint Bookrunner and Pareto Securities AS ("Pareto", and together with SB1M,

the "Managers") as Joint Bookrunner for the Private Placement. Advokatfirmaet

Wiersholm AS is legal advisor to the Company.

For further information, please contact:

Jon Munthe: Jon.Munthe@ka-group.com +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 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.