Kitron — Proxy Solicitation & Information Statement 2010

Apr 15, 2010

Notice of Annual General Meeting on 6 May 2010 at 09:30

(2010-04-15) The Annual General Meeting of Kitron ASA ("Kitron") will be held on

Thursday 6 May 2010 at 09:30 at Kitron ASA's head office, Olav Brunborgs vei

4, 2(nd) floor, Billingstad. Please note that the interim report for first

quarter 2010 will be presented on the same day and place at 08:30.

The agenda follows below. The full notice and the annual report for 2009 are

enclosed.

***

The general meeting will be opened by the chairman of the board of directors.

The board proposes the following agenda:

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 annual report of

Kitron ASA and the Kitron group for 2009

5.      The board of directors' declaration on executive remuneration

6.      Remuneration to the board of directors

7.      Remuneration to the nomination committee

8.      Remuneration to the auditor

9.      Authorisation to the board to issue shares

10.  Authorisation to the board to buy own shares

11.  Election of nomination committee members

Shareholders wishing to attend the Annual General Meeting, in person or by

proxy, are encouraged to give notice of attendance to the company's registrar,

DnB NOR Bank ASA, Verdipapirservice, NO-0021 Oslo, Norway, alternatively on

telefax +47 22 48 11 71 by submitting the enclosed form or electronically on

Kitron's website www.kitron.com , under Investors/AGM 6

May or through "Investortjenester", a service provided by most Norwegian

registrars. Shareholders who cannot attend the Annual General Meeting in person

may authorize the chairman of the board of directors or any person to attend and

vote in the Annual General Meeting on his/hers behalf by filling in and sending

the attached proxy form. Any proxy for voting at the Annual 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 Tuesday 4 May 2010 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 6 May, and must be received no

later than Tuesday 4 May 2010 at 16:00.

Kitron has introduced regulations on a record date in the company's articles of

association, which for the purposes of this Annual General Meeting, implies that

only shareholders registered in the company's share register at 29 April 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 an advisor, 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 172,961,625 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.

Billingstad, 15 April 2010

On behalf of the board of directors in Kitron ASA

Nerijus Dagilis

Chairman

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

[HUG#1403909]