Kitron — AGM Information 2017

Apr 4, 2017

In house translation: In case of discrepancy between the Norwegian language original text and the English language translation, the Norwegian text shall prevail.

To the shareholders of Kitron ASA

NOTICE OF ANNUAL GENERAL MEETING ON 25 APRIL 2017 AT 09:30 CET

The Annual General Meeting of Kitron ASA ("Kitron") will be held on Tuesday 25 April 2017 at 09:30 CET at Hotel Continental, Stortingsgaten 24/26, Oslo, Norway.

The General Meeting will be opened, including the taking of attendance, by Tuomo Lähdesmäki, the Chairman of the Board of Directors.

The Board of Directors proposes the following agenda:

1 ELECTION OF CHAIRMAN OF THE MEETING

The Board of Directors proposes that the Chairman of the board, Tuomo Lähdesmäki, is elected to chair the General Meeting.

2 APPROVAL OF THE NOTICE AND THE AGENDA

3 ELECTION OF ONE PERSON TO CO-SIGN THE MINUTES

The Board of Directors proposes that one of the shareholders attending the General Meeting is elected to co-sign the minutes.

4 APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS AND THE BOARD OF DIRECTORS' REPORT, DISCUSSION OF THE CORPORATE GOVERNANCE REVIEW AND THE REVIEW OF CORPORATE SOCIAL RESPONSIBILITY, OF KITRON ASA AND THE KITRON GROUP FOR 2016

The Annual Report, including the Financial Statements, the Board of Directors' report, the Auditor's report and Kitron's Corporate Governance review and review of Corporate Social Responsibility for 2016 are available at the company's website www.kitron.com, and are also available upon request at the company's office.

The Board of Directors proposes that the General Meeting makes the following resolution:

"The Board of Directors' proposal for the Annual Financial Statements and the Board of Directors' report for the financial year 2016, including the Board of Directors' report on Corporate Governance pursuant to the Norwegian Accounting Act section 3-3b, are approved."

5 APPROVAL OF DIVIDEND

The Board of Directors proposes to the General Meeting to pay a dividend of NOK 0.25 per share for the financial year 2016. Provided the General Meeting approvesthe proposal, the dividends will be distributed to the shareholders as of the date of the General Meeting (as they appear in the shareholders' register as of 27 April 2017, based on normal T+2 settlements). Kitron'sshares will be traded on the Oslo Stock Exchange exclusive the right to receive dividend as from 26 April 2017. Record date: 27 April 2017. The dividend is expected to be paid on or about 11 May 2017.

6 THE BOARD OF DIRECTORS' DECLARATION ON EXECUTIVE REMUNERATION

The Board of Directors' declaration on salaries and other remuneration to the senior executive management is enclosed.

Guidelines for allocation of shares, subscription rights, options and any other form of remuneration linked to the shares or the development of the official share price in the company or in other group companies are binding on the Board of Directors and shall be approved by the General Meeting. Such guidelines are described in section 2 of the Board of Director's declaration on salaries and other remuneration for senior management.

The guidelines set out in section 1 of the declaration are precatory for the Board of Directors. The General Meeting shall hold an advisory vote on the precatory guidelines.

The Board of Directors proposes that the General Meeting makes the following advisory vote with respect to the precatory guidelines in section 1 of the declaration:

"The General Meeting expresses its support to the precatory guidelines set out in section 1 of the Board of Directors' declaration on salaries and other remuneration to the senior executive management."

The Board of Directors proposes that the General Meeting makes the following resolution with respect to binding guidelines in section 2 of the declaration:

"The General Meeting approves the binding guidelines set out in section 2 of the Board of Director's declaration on salaries and other remuneration for senior management."

7 REMUNERATION TO THE BOARD OF DIRECTORS

For the coming year, the Nomination Committee proposes that the remuneration to the Chairman of the board shall be NOK 404,000 per year and that ordinary board members shall receive a remuneration of NOK 202,000. This represents approximately a 2% increase of the remuneration for the previous period.

The Nomination Committee proposes that the remuneration to the members of the Audit Committee and the Remuneration Committee shall remain unchanged from last year.

Based on the above, the Nomination Committee proposes the following remuneration for the coming year, as from and including May 2017 and to and including April 2018:

Chairman of the board	NOK	404,000 per year
Other board members	NOK	202,000 per year
Chairman of the Audit Committee	NOK	6,800 per meeting*
Other Audit Committee members	NOK	5,800 per meeting*
Remuneration Committee members	NOK	3,800 per meeting*
* Subject to attendance

The Nomination Committee's proposal is available at the company's website www.kitron.com, and is also available upon request at the company's office.

The Board of Directors proposes that the General Meeting makes a resolution in accordance with the Nomination Committee's recommendation.

8 REMUNERATION TO THE NOMINATION COMMITTEE

The Nomination Committee proposes that the remuneration to the members of the Nomination Committee remains unchanged from the previous year, and that the remuneration for the coming year, as from and including May 2017 and to and including April 2018 consequently will be:

Chairman of the Nomination Committee	NOK 4,000 per meeting*
Nomination Committee members	NOK 3,000 per meeting*
* Subject to attendance

The Nomination Committee's proposal in its entirety is available at the company's website www.kitron.com, and is also available upon request at the company's office.

The Board of Directors proposes that the General Meeting makes a resolution in accordance with the Nomination Committee's recommendation.

9 REMUNERATION TO THE AUDITOR

The Board of Directors proposes that the auditor, PWC AS, shall be remunerated according to the invoice for the audit of the 2016 Financial Statements. Accrued fees to the auditor make a total of NOK 877 thousand for Kitron, whereof NOK 557 thousand is related to auditing and NOK 320 thousand to other services. The General Meeting shall make a resolution regarding the fee related to statutory audit. The Board of Directors proposes that the General Meeting makes the following resolution:

"Remuneration to the auditor for 2016 of NOK 557 thousand for statutory audit is approved."

10 AUTHORIZATION TO THE BOARD TO ISSUE SHARES

The Board of Directors proposes that the General Meeting grants the Board of Directors an authorization to increase the share capital. The Board of Directors proposes that such authorization may only be used for purposes as specified in the proposed resolution below.

The Board of Directorsis of the opinion that it will be practical that the Board of Directors has such authorization in order to have the necessary flexibility and ability to act promptly, for purposes within the company's interest.

The General Meeting shall deal with the annual accounts for 2016, and it is referred to this, in addition to the company's stock exchange releases made public through the Oslo Stock Exchange's news service agent www.newsweb.no and Kitron's web site, for a review of events that are of significant importance for the company and information about the company and the company's activities.

To be able to attend to the stated purpose of the authorization the Board of Directors proposes that the shareholders pre-emptive rights in accordance with the Act section 10-4 may be set aside.

The Board of Directors proposes that the General Meeting makesthe following resolution:

"The Board of Directors of Kitron ASA is hereby authorized to increase the share capital in accordance with the Norwegian Public Limited Liability Companies Act section 10-14 on the following conditions:

• 1. The share capital may, in one or more rounds, in total be increased with up to NOK 1,761,926.10.
• 2. The authorization shall be valid until the Annual General Meeting in 2018, but no later than 30 June 2018.
• 3. The shareholders' pre-emptive rights according to the Norwegian Public Limited Liability Companies Act section 10-4 may be set aside.
• 4. The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target company.
• 5. The authorization encompasses share capital increase by contribution in kind and the right to incur Kitron ASA with special obligations according to the Norwegian Public Limited Liability Companies Act section 10-2.
• 6. The authorization encompasses resolutions on merger according to the Norwegian Public Limited Liability Companies Act section 13-5.
• 7. The authorization is limited to encompass capital requirements or issuance of consideration shares in relation to strengthening of Kitron ASA's equity, acquisition of other companies or businesses, joint ventures or joint business operations, incentive schemes, and acquisition of property and business within Kitron ASA's purpose.
• 8. The Board of Directors is authorized to decide other terms and conditions of the subscription and is authorized to amend the Articles of Association by the use of this authorization.
• 9. This authorization replaces any previously granted authorizations for the Board of Directors to increase the share capital."

11 AUTHORIZATION TO THE BOARD TO BUY OWN SHARES

The Board of Directors proposes that the General Meeting grants the Board of Directors with authorization to acquire Kitron's own shares.

Such authorization would give the Board of Directorsthe opportunity to take advantage of the financial instruments and mechanisms provided by the Norwegian Public Limited Liability Companies Act. Buy-back of the company's shares, with subsequent cancellation, would be an important aid for optimizing Kitron's financial structure. Further on, Kitron would be able to use own shares for incentive schemes and, in full or as part, as consideration in connection with acquisition of businesses. The Board of Directors proposes that the authorization may only be used for purposes as further specified in the proposed resolution below.

The Board proposes that the General Meeting gives the Board authorization to acquire shares in the company, with a total nominal value corresponding to 10% of Kitron's registered share capital. Shares acquired by Kitron can be used in later reductions of the registered share capital with the General Meeting's approval, remuneration to the members of the Board of Directors, for incentive schemes or as consideration in connection with acquisition of businesses.

The Board of Directors proposes that the General Meeting makes the following resolution:

"The Board of Directors of Kitron ASA is hereby authorized to acquire Kitron ASA's own shares in accordance with the Norwegian Public Limited Liability Companies Act sections 9-4 and 9-5 on the following conditions:

• 1. The Board of Directors may acquire shares in Kitron ASA, on one or several occasions, up to a total par value of NOK 1,761,926.10. The authorization also includes contract liens in the shares of Kitron ASA.
• 2. The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target company.
• 3. Under this authorization the Board of Directors may pay minimum NOK 1 per share and maximum the prevailing market price per share on the day the offer is made, provided, however, that the maximum amount does not exceed NOK 25 per share.
• 4. Any and all previous authorizations given to the board of directors to acquire own shares shall be replaced with effect from the registration of this authorisation with the Norwegian Register of Business Enterprises.
• 5. Shares acquired according to the authorization shall either be cancelled, used as remuneration to the members of the Board of Directors of Kitron ASA, used in incentive schemes or be used as consideration in connection with acquisition of other companies or businesses, joint ventures or joint business operations, and acquisition of property and business within Kitron ASA's purpose.
• 6. This authorization shall be valid until the 2018 Annual General Meeting, but not longer than 30 June 2018."

12 ELECTION OF BOARD MEMBERS

Pursuant to the Articles of Association the Nomination Committee shall propose candidates for election as members of the Board of Directors. In accordance with the mandate of the Nomination Committee and section 7 of the Norwegian Code of Practice for Corporate Governance ("the Code"), the Nomination Committee shall monitor the need for any changes in composition of the Board of Directors.

In accordance with section 8 of the Code, the composition of the Board of Directorsshould ensure that the criteria of independence of the Board of Directors are met, that the Board of Directors can attend to the common interest of all shareholders and meets the company's need for expertise, capacity and diversity, and that the Board of Directors can function effectively as a collegial body.

After the Extraordinary General Meeting 2014 the Board of Directors has consisted of eight members, i.e. five shareholder-elected board members and three board members elected by and among the employees.

Election of board members

The election period for Päivi Marttila, Gro Brækken and Stefan Charette expires at the Annual General Meeting 2017.

The Nomination Committee has reached the following unanimous recommendation:

Päivi Marttila, Gro Brækken and Stefan Charette stand for re-election and the Nomination Committee proposes that they are re-elected to the Board of Directors of Kitron ASA for a period of one year, to the Annual General Meeting in 2018.

The Nomination Committee proposes that Espen Gundersen is elected new member of the Board of Directorsfor a period of one year, to the Annual General Meeting in 2018.

Mr Gundersen, born 1964, has been deputy CEO and CFO of Tomra ASA since 2009 and has broad, commercial and operational competence from high-tech industries, extensive international experience and comprehensive M&A experience from several industries.

Tuomo Lähdesmäki was by the Annual General Meeting 2016 elected as the chairman of the Board of Directors to the Annual General Meeting in 2018.

The Nomination Committee's proposal is available at the company's website www.kitron.com, and is also available upon request at the company's office.

The Board of Directors proposes that the General Meeting makes a resolution in accordance with the Nomination Committee's recommendation.

13 ELECTION OF NOMINATION COMMITTEE MEMBERS

The Nomination Committee shall put forward candidates for election to the Nomination Committee. When putting forward the candidates for election to the Nomination Committee, the committee shall take into account the interests of all shareholders, that the majority of the Nomination Committee should be independent of the Board of Directors and the executive management, that maximum one member of the Nomination Committee should be a board member and that the company's CEO or other members of the executive management are not members of the Nomination Committee.

The Nomination Committee's members Hans-Jørgen Wibstad, Erik Törnberg and Ola Wessel-Aas are all elected until the Annual General Meeting 2017.

The Nomination Committee proposes that Hans-Jørgen Wibstad and Ola Wessel-Aas are re-elected as Nomination Committee members and that Daniel Nyhrén is elected a new member of the Nomination Committee, all for a period of one year, until the Annual General Meeting in 2018.

The Nomination Committee's proposal in its entirety is available at the company's website www.kitron.com, and is also available upon request at the company's office.

The Board of Directors proposes that the General Meeting makes a resolution in accordance with the Nomination Committee's recommendation.

14 AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board of Directors has reviewed the Company's Articles of Association and has decided to propose certain amendments.

Amendments to article 5

The Board of Directors proposes to reduce the number of shareholder elected board members to 3 to 6 such board members and to make it clear that the board members may be elected for a period of up to two years. The changes are made to allow for a smaller and more effective board as well as clarify that the number of board members in the

company as set out in the Articles of Association only apply to the shareholder elected members (i.e. not also extend to the employee elected members).

Amendments to article 7

In order to increase flexibility with respect to the number of members to the Nomination Committee and the term of their nomination, the Board of Directors proposes that the Nomination Committee shall comprise of two or three members (instead of previously three members) and that the members may be elected for up to two years (instead of previously for two years).

To clarify the Nomination Committee's mandate, the Board of Directors proposesto amend the description of the Nomination Committee's mandate in the Articles of Association to also include proposing candidates for election to the Nomination Committee and proposing remuneration for the members of the Nomination Committee to the General Meeting. The proposed clarifications are in line with the Norwegian code of practice for corporate governance.

Editorial amendment

In addition, the Board of Directors proposes an editorial amendment where the regulation of where the General Meeting may be held is moved from article 6 to article 2 to improve readability. The regulation as such remains unchanged.

The Board of Directors proposes that the General Meeting makes the following resolution:

"The proposed amendments to the Articles of Association, as set out in the proposed revised Articles of Association, are approved."

15 AMENDMENT TO THE MANDATE FOR THE NOMINATION COMMITTEE

The current mandate for the Nomination Committee was resolved by the General Meeting on 21 April 2015. To align the Company's article of association, as proposed under agenda item 14, and the Nomination Committee's mandate certain clarifications in the second and the last paragraph of the Nomination Committee's mandate is recommended.

The Board of Directors proposes that the General Meeting the following resolution:

"The proposed amendments to the mandate of the Nomination Committee, as set out in the proposed revised mandate of the Nomination Committee, are approved."

***

Shareholders wishing to attend the General Meeting, in person or by proxy, are encouraged to give notice of attendance to the company's registrar, DNB Bank ASA, Verdipapirservice. Notice of attendance may be sent electronically through the Company's website www.kitron.com, under Investors, "AGM 25 April 2017" or through VPS Investor Services, or alternatively by e-mail: genf@dnb.no (scanned form), by regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway. Attendance form is attached hereto.

Shareholders who cannot attend the General Meeting in person may authorize the Chairman of the Board of Directors or any person to attend and vote in the General Meeting on his/hers behalf by filling in and sending the attached proxy

form. Any proxy for voting at the General Meeting must be in writing, dated and signed. In order to ensure that the notice of attendance and proxies are taken into consideration they should be received by the company's registrar no later than 21 April 2017 at 16:00.

Shareholders have the possibility to vote in advance. Such advance votes must be made electronically through Kitron's website www.kitron.com, under Investors, AGM 25 April 2017 or through VPS Investor Services, and must be received no later than 21 April 2017 at 16:00. To access the electronic system for notification of attendance and advance voting at www.kitron.com the attached reference number and PIN code must be stated.

Kitron has introduced regulations on a record date in the company's Articles of Association, which for the purposes of this General Meeting, implies that only shareholders registered in the company's share register in the Norwegian Central Securities Depository (VPS) at 18 April 2017 are allowed to participate and vote in the General Meeting. If a shareholder holds his shares through a nominee in the VPS register, and the beneficial shareholder wants to attend the General Meeting and vote for his shares, the beneficial shareholder must have his shares transferred to an interim voting account in the VPS at the record date.

Shareholders have the right to suggest resolutions in matters that are presented to be dealt with by the General Meeting. Shareholders have the right to be assisted by advisors, and may give one advisor the right to speak.

A shareholder may demand that board members and the Chief Executive Officer provide available information at the General Meeting about matters that may affect the assessment of items that have been presented to the shareholders for decision. The same applies to information regarding Kitron's financial position and other business to be transacted at the General Meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to Kitron.

At the time of the notice there are 176 192 611 outstanding shares in Kitron ASA. Each share gives right to one vote in the General Meeting, however, no votes may be cast for shares held by Kitron. At the date of this notice, Kitron owns no own shares.

Information regarding the Annual General Meeting, including this notice and the following attachments: (i) Annual Financial Statements, (ii) Annual Report, (iii) Auditor Report, (iv) the Nomination Committee's proposal, (v) the declaration on executive remuneration, (vi) the proposed revised company's Articles of Association and (vii) proposed revised Nomination Committee instruction, as well as the current Articles of Association, are available at the Company's website www.kitron.com. The attachments can be obtained in paper format at request to the company's office.

Billingstad, 4 April 2017 On behalf of the Board of Directorsin Kitron ASA

Tuomo Lähdesmäki Chairman

Ref no: PIN code:

Notice of Annual General Meeting

Annual General Meeting of Kitron ASA will be held on 25 April 2017 at 09:30 a.m. at Hotel Continental, Stortingsgaten 24/26, Oslo, Norway RECORD-DATE 2017.04.18

If the above-mentioned shareholder is an enterprise, it will be represented by: _____________________________________________________________

Name of enterprise's representative (To grant a proxy, use the proxy form below)

Notice of attendance/voting prior to the meeting

The undersigned will attend the Annual General Meeting on 25 April 2017 and vote for:

	Own shares
	Other shares in accordance with enclosed Power of Attorney
A total of	Shares

This notice of attendance must be received by DNB Bank ASA no later than 4 p.m. on 21 April 2017.

Notice of attendance may be sent electronically through the Company's website http://www.kitron.com or through VPS Investor Services. Advance votes may only be cast electronically, through the Company's website http://www.kitron.com or through VPS Investor Services. To access the electronic system for notification of attendance and advance voting through the Company's website, the above-mentioned reference number and PIN code must be stated.

Notice of attendance may also be sent by e-mail: genf@dnb.no, or by regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

Proxy (without voting instructions)		Ref no:	PIN code:
		(If attending personally. To grant a proxy, use the form below)
Place	Date Shareholder's signature

This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to page 2.

If you are unable to attend the Annual General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chair of the Board of Directors or a person authorised by him.

The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 4 p.m. on 21 April 2017. The proxy may be sent electronically through the company's website http://www.kitron.com, or through VPS Investor Services. It may also be sent by e-mail: genf@dnb.no Post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned ________
hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by him), or

_____________________________________________ (Name of proxy holder in capital letters)

a proxy to attend and vote for my/our shares at the Annual General Meeting of Kitron ASA on 25 April 2017.

___________________________________________ ____________________________________

Place Date Shareholder's signature (Signature only when granting a proxy)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Ref no: PIN code:

Proxy with voting instructions

(Advance votes may be cast electronically, through the Company's website http://www.kitron.com)

This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the Annual General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 4 p.m. on 21 April 2017. It may be sent by e-mail: genf@dnb.no /regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned: _________________________________ hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by him), or

____________________________________

Name of proxy holder (in capital letters)

a proxy to attend and vote for my/our shares at the Annual General Meeting of Kitron ASA on 25 April 2017.

The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.

	Agenda Annual General Meeting 2017	For	Against	Abstention
1	Election of chairman of the meeting			
2	Approval of the notice and the agenda			
3	Election of one person to co-sign the minutes			
4	Approval of the annual financial statements and the board of directors' report, discussion of the corporate governance review and the review of corporate social responsibility, of Kitron ASA and the Kitron group for 2016			
5	Approval of dividend			
6	The Board of Director's declaration on salaries and other remuneration for senior management
	a. Advisory vote is held for precatory guidelines			
	b. Approval of binding guidelines			
7	Remuneration to the Board of Directors			
8	Remuneration to the Nomination Committee			
9	Remuneration to the Auditor			
10	Authorization to the board to issue shares			
11	Authorization to the board to buy own shares			
12	Election of Board members			
13	Election of Nomination Committee members			
14	Amendments to the articles of association			
15	Amendment to the mandate for the nomination committee			

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

___________________________________ ___________ ______________________________________________