Q-Free ASA — M&A Activity 2014

Oct 30, 2014

Q-FREE SELLS SHARES IN NOCA AS

Q-FREE SELLS SHARES IN NOCA AS

Q-Free has signed a Share Purchase Agreement (SPA) to sell its 53.48 %

shares in NOCA AS to Simpro Holding AS after 13 years of ownership. The

net consideration for the shares after cost and dividend distribution is

NOK 19.5 million. A due diligence has been completed and Q-Free expects

the transaction to be closed during the fourth quarter 2014. The

activities of Noca will be taken out of the consolidated accounts of Q

-Free with effect of closing. Q-Free will after the transaction have no

shares in Noca.

-To own an electronics development and manufacturing company is not

within the revised strategy of Q-Free. Furthermore, we believe that Noca

and Simpro together will form a stronger unit, than each of the players

on a stand-alone basis. Q-Free will remain a customer of Noca and

Simpro. We thank the Noca employees for their contribution to Q-Free and

wish the company and our former employees all the best in this next

phase for Noca, comments CEO of Q-Free, Thomas Falck.

-Simpro sees this assignment as part of our growth strategy and to

achieve the goal of becoming the preferred supplier of electronics

manufacturing and electro-mechanical assembly in both the region and

elsewhere. The total market potential after the assignment will be

significantly larger than the current revenues for the respective

companies indicates, and one will be able to take on more complex and

comprehensive projects for both new and existing customers in order to

meet the tough competition we experience from low-cost countries, says

Erik Dragset, CEO of Simpro.

Please see the enclosed material for additional information in

accordance with Section 3.4 of Continuing Obligations for companies

listed on Oslo Stock Exchange.

For further information, please contact:

CEO Thomas Falck, cell: +47 468 00 767

CFO Roar Østbø, cell: +47 932 45 175

About Q-Free:

Q-Free is a leading global supplier of products and solutions within

Road User Charging and Advanced Transportation Management Systems. The Q

-Free Group has after the closing of the Noca transaction approximately

400 employees with offices in 17 countries and presence on all

continents. The Q-Free head office is in Trondheim, Norway. Q-Free is

listed on Oslo Stock Exchange under the ticker QFR.

www.q-free.com

Twitter: @Q-FreeASA

About Noca: Noca AS was established in 1986, and is a modern supplier of

products and solutions within electronics manufacturing and electronic

-mechanical assembly to high tech companies. Noca has 45 employees and

is located in Trondheim.

About Simpro: Simpro is one of the leading Electro Manufacturing

Services (EMS) suppliers of high reliability electronics and electro

-mechanics for harsh environments. With core competence within radio,

ATEX and subsea, Simpro offer the full range from prototypes to volume

production with complete assembly, and can be your production partner

through the whole value chain from design and development, via

industrialisation to production and test - with core focus on the

Offshore, Defense, MedTec and Industry segments. Simpro has 52 employees

and is located at Løkken Verk.