Kitron — Capital/Financing Update 2025

Nov 25, 2025

KITRON ASA: CONTEMPLATED PRIVATE PLACEMENT

KITRON ASA: CONTEMPLATED PRIVATE PLACEMENT

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

OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,

ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE

"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION

OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH

THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

(2025-11-25) Kitron ASA ("Kitron" or the "Company") announces a contemplated

private placement of up to 17,000,000 new ordinary shares in the Company (the

"Offer Shares") (the "Private Placement"). The Company has retained Nordea Bank

Abp, filial i Norge AS ("Nordea") as Sole Global Coordinator and Joint

Bookrunner, and DNB Carnegie, a part of DNB Bank ASA ("DNB Carnegie"), and

Pareto Securities AS ("Pareto") as Joint Bookrunners (collectively, together

with Nordea, the "Managers"). The price per Offer Share in the Private Placement

(the "Offer Price") will be set by the Company's board of directors (the

"Board") on the basis of an accelerated bookbuilding process to be conducted by

the Managers.

The net proceeds from the Private Placement will primarily be used to fund the

acquisition of DeltaNordic AB (the "Acquisition"), as announced by the Company

on 19 November 2025. The Acquisition values DeltaNordic AB at an equity value of

SEK 1,255 million (approx. NOK 1,344 million) (the "Purchase Price"). The

Purchase Price will be settled by the Company with (i) new shares in the Company

worth SEK 150 million (approx. NOK 161 million) (the "Consideration Shares"),

(ii) SEK 760 million (approx. NOK 814 million) in cash (the "Cash

Consideration"), and (iii) earn-out payment of SEK 345 million (approx. NOK 369

million) in cash subject to certain performance targets.

Approx. NOK 814 million of the net proceeds from the Private Placement will be

used to finance the Cash Consideration in the Acquisition. The excess net

proceeds will be used for general corporate purposes and to strengthen the

Company's balance sheet for further strategic opportunities. If the Acquisition

for any reason is not completed as planned or at all following completion of the

Private Placement, all of the net proceeds from the Private Placement will be

used for general corporate purposes and to strengthen the Company's balance

sheet for further strategic opportunities.

Please see the investor presentation released in connection with the Acquisition

for additional information. A recording of a webinar from the Company in

connection with the Acquisition is available on the Company's webpage.

50% of the Consideration Shares value in the Acquisition will be settled at a

share price equal to the volume-weighted average price of the Company's shares

on Euronext Oslo Børs during the last ten trading days prior to signing of the

share purchase agreement for the Acquisition (the "Signing VWAP"), and the

remaining 50% of the Consideration Shares value will be settled at a share price

equal to the volume-weighted average price of the Company's shares on Euronext

Oslo Børs during the last ten trading days prior to closing of the Acquisition

(the "Closing VWAP"). The Board currently has an authorisation to issue 10% new

shares (the "Board Authorisation") granted by the annual general meeting held on

24 April 2025 (the "AGM"). This Board Authorisation will be used to issue (i)

all of the Offer Shares in the Private Placement, and (ii) all of (or a portion

of) the Consideration Shares in the Acquisition. Any remaining portion of the

Consideration Shares not covered by the Board Authorisation will be purchased by

the Company in the open market on Euronext Oslo Børs in due course, under the

Company's existing board authorisation to buy back 10% of the shares outstanding

granted by the AGM. Additionally, the Board may be granted a new board

authorisation by the EGM (as defined below), that may be used (if resolved) to

issue the above-mentioned Consideration Shares.

Terms of the Private Placement

The bookbuilding period for the Private Placement will commence on 25 November

2025 at 16:30 CET and end on 26 November 2025 at 08:00 CET. The Company may,

however, at its sole discretion and in consultation with the Managers extend or

shorten the bookbuilding period at any time and for any reason and on short or

without notice. If the bookbuilding period is extended or shortened, the other

dates referred to herein might be changed accordingly.

The following members of the Board and the Company's executive management have

collectively pre-committed to subscribe for a total of the NOK equivalent of EUR

350,000, and will receive full allocation for their subscription of shares in

the Private Placement:

* Peter Nilsson (CEO of the Company): NOK equivalent of EUR 100,000.

* Cathrin Nylander (CFO of the Company): NOK equivalent of EUR 100,000.

* Petra Grandinson, Malfrid Brath and Gyrid Skalleberg Ingerø (members of the

Board): Each for the NOK equivalent of EUR 50,000.

The Private Placement will be directed towards selected Norwegian and

international investors (a) outside the United States in reliance on Regulation

S under the U.S. Securities Act and (b) to investors in the United States who

are QIBs as defined in Rule 144A under the U.S. Securities Act, in each case

subject to an exemption being available from offer prospectus requirements and

any other filing or registration requirements in the applicable jurisdictions

and subject to other selling restrictions. The minimum application and

allocation amount has been set to the NOK equivalent of EUR 100,000 per

investor. The Company may, however, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from the prospectus

requirement pursuant to the Norwegian Securities Trading Act and ancillary

regulations are available. Further selling restrictions and transaction terms

will apply.

Members of the Board and the Company's executive management have agreed to a

lock-up of 180 days after the first day of trading on Euronext Oslo Børs for the

Offer Shares (with a granted exception for two individuals for an aggregated

total of up to 200,000 shares). The Consideration Shares in the Acquisition will

have a lock-up of (i) 12 months for the Consideration Shares settled at Signing

VWAP and (ii) 6 months for the Consideration Shares settled at Closing VWAP,

both after the first day of trading on Euronext Oslo Børs for the Consideration

Shares.

Allocation and final number of Offer Shares to be issued will be determined at

the end of the bookbuilding period by the Board in its sole discretion based on

allocation criteria such as (but not limited to) pre-commitments, indications

from the pre-sounding phase, existing ownership in the Company, price

leadership, timeliness of order, relative order size, investor quality, sector

knowledge and investment history and investment horizon. The Board reserves the

right at its sole discretion, to reject and/or reduce any orders, in whole or in

part. There is no guarantee that any potential investor will be allocated

shares.

Notification of allocation is expected to be distributed by the Managers on 26

November 2025 before 09:00 CET. The Offer Shares will be settled with new shares

in the Company to be issued under the Board Authorisation, and delivery versus

payment ("DVP") settlement will be facilitated by a pre-payment agreement to be

entered into between the Company and the Managers (the "Pre-Payment Agreement").

The Offer Shares allocated to applicants in the Private Placement will be

tradable after the announcement by the Company of the share capital increase

pertaining to the Private Placement has been registered with the Norwegian

Register of Business Enterprises (the "NRBE"), which is expected on or about 27

November 2025 (T+1). Settlement is expected to take place on or about 28

November 2025 (T+2) on a DVP basis.

The completion of the Private Placement by delivery of Offer Shares to investors

is subject to (i) all necessary corporate resolutions of the Company required to

implement the Private Placement being validly made, including the Board

resolving to proceed with the Private Placement, allocate the Offer Shares and

issue the Offer Shares pursuant to the Board Authorisation, (ii) the Pre-Payment

Agreement remaining in full force and effect, and (iii) the share capital

increase pertaining to the issuance of the allocated Offer Shares being validly

registered with the NRBE and the allocated Offer Shares being validly issued and

registered in the Norwegian Central Securities Depository Euronext Securities

Oslo (VPS).

Please note that the completion of the Private Placement by delivery of Offer

Shares to the applicants is not conditional upon, or subject to, completion of

the Acquisition. Allocation of Offer Shares in the Private Placement will remain

final and binding and cannot be revoked, cancelled or terminated by the

respective applicants if the Acquisition is not completed as contemplated or not

completed at all.

The Company reserves the right, at any time and for any reason, to cancel,

and/or modify the terms of, the Private Placement prior to registration of the

new share capital in NRBE. Neither the Company nor the Managers will be liable

for any losses incurred by applicants if the Private Placement is cancelled,

irrespective of the reason for such cancellation.

Equal treatment considerations and potential Subsequent Offering

The Private Placement represents a deviation from the shareholders' pre-emptive

right to subscribe for the Offer Shares. The Board has carefully considered the

structure of the equity raise in light of the equal treatment obligations under

the Norwegian Public Limited Companies Act and the Norwegian Securities Trading

Act. The Board is of the view that it will be in the common interest of the

Company and its shareholders to raise equity through a private placement, in

particular because the Private Placement enables the Company to secure equity

financing to accommodate the Company's funding requirements. Further, a private

placement will reduce execution and completion risk, as it enables the Company

to raise equity efficiently and in a timely manner, with a lower discount to the

current trading price, at a lower cost and with a significantly reduced

completion risk compared to a rights issue. It has also been taken into

consideration that the Private Placement will not result in a significant

dilution of existing shareholders and that is based on a publicly announced

accelerated bookbuilding process.

On this basis, the Board has considered the proposed transaction structure and

the Private Placement to be in the common interest of the Company and its

shareholders.

The Company may, subject to completion of the Private Placement, consider

whether it is appropriate to carry out a subsequent offering (the "Subsequent

Offering") at the Offer Price. The Subsequent Offer may be subject to necessary

resolutions by approval by an extraordinary general meeting (an "EGM"). If

carried out, the size and structure of the Subsequent Offering shall be in line

with market practice. Any Subsequent Offering, if applicable, and subject to

applicable securities laws, will be directed towards existing eligible

shareholders in the Company as of 25 November 2025 (as registered with the VPS

two trading days thereafter) who (i) were not included in the pre-sounding phase

of the Private Placement, (ii) were not allocated Offer Shares in the Private

Placement, and (iii) 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. The Company will issue a

separate stock exchange announcement with further details on the Subsequent

Offering if and when finally resolved.

By applying for Offer Shares in the Offering, each applicant irrevocably

undertakes to vote for all its shares in the Company in favour of, or give a

voting proxy to be used in favour of, the resolutions at the EGM to issue any

shares related to the potential Subsequent Offering. The undertaking applies to

all shares held by the applicant as of the record date for the EGM (to be set

out in the EGM notice).

Advokatfirmaet Selmer AS is acting as legal advisor to the Company.

For further information, please contact:

Peter Nilsson, President and CEO, tel. +47 948 40 850

Cathrin Nylander, CFO, tel.: +47 900 43 284

Email: investorrelations@kitron.com (mailto:investorrelations@kitron.com)

Kitron is a leading Scandinavian electronics manufacturing services company for

the Connectivity, Electrification, Industry, Medical devices and

Defence/Aerospace sectors. The group has operations located in Norway, Sweden,

Denmark, Lithuania, Germany, Poland, the Czech Republic, India, Malaysia, China

and the United States. Kitron has about 2 400 employees, and revenues were EUR

647 million in 2024.

www.kitron.com (http://www.kitron.com)

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock

exchange announcement was published by Cathrin Nylander, CFO of Kitron ASA, at

the time and date stated above in this announcement.

Important Information

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. Copies of

this announcement are not being made and may not be distributed or sent into any

jurisdiction in which such distribution would be unlawful or would require

registration or other measures.

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"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering 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 is not a prospectus for the purposes

of Regulation (EU) 2017/1129 of the European Parliament and of the Council of

14 June 2017 (the "EU Prospectus Regulation") (together with any applicable

implementing measures in any Member State). All of the securities referred to in

this announcement has been offered by means of a set of subscription materials

provided to potential investors, except for the subsequent repair offering which

will be made on the basis of a listing and offering prospectus. Investors should

not subscribe for any securities referred to in this announcement except on the

basis of information contained in the aforementioned subscription materials or

for the subsequent repair offering, the prospectus.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The "Prospectus Regulation"

means Regulation (EU) 2017/1129, as amended (together with any applicable

implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

The issue, subscription or purchase of shares or other financial instruments in

the Company is subject to specific legal or regulatory restrictions in certain

jurisdictions. Neither the Company nor the Managers assume any responsibility in

the event there is a violation by any person of such restrictions. The

distribution of this release may in certain jurisdictions be restricted by law.

Persons into whose possession this release comes should inform themselves about

and observe any such restrictions. Any failure to comply with these restrictions

may constitute a violation of the securities laws of any such jurisdiction.

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 "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. Any forward-looking statements in this release are based

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

assumptions. Although the Company believe 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 their control. Actual

events may differ significantly from any anticipated development due to a number

of factors, including without limitation, changes in public sector investment

levels, changes in the general economic, political and market conditions in the

markets in which the Company operates, the Company's ability to attract, retain

and motivate qualified personnel, changes in the Company's ability to engage in

commercially acceptable acquisitions and strategic investments, and changes in

laws and regulation and the potential impact of legal proceedings and actions.

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 Company does not make any

guarantee that the assumptions underlying the forward-looking statements in this

announcement are free from errors nor does it accept any responsibility for the

future accuracy of the opinions expressed in this announcement or any obligation

to update or revise the statements in this announcement to reflect subsequent

events. You should not place undue reliance on the forward-looking statements in

this announcement.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to

the accuracy or completeness of this announcement and none of them accepts any

responsibility or liability for the contents of this announcement or any matters

referred to herein.

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 affiliates accepts any liability arising from the use

of this announcement.

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.