Q-Free ASA — M&A Activity 2021

May 4, 2021

Q-Free: Receipt of non-binding proposal

Q-Free: Receipt of non-binding proposal

The Board of Directors of Q-Free ASA has on 4[th] May 2021 received a non

-binding proposal regarding a potential offer for 100% of the shares in Q-Free

ASA from a US-based company. The proposal indicates an offer price equal to NOK

14.40 per Q-Free share, with 60% consideration in shares in the buyer and 40%

cash consideration. Further, the non-binding proposal presupposes the completion

of a satisfactory due diligence process and the entering into of a definitive

agreement before an offer will be made to the Q-Free shareholders.

Given the complexity in the proposed form of consideration with a major part in

the form of shares in a US listed company, and the implicit minimum acceptance

condition of more than 90% in order to facilitate the business combination, the

board has investigated whether Q-Free's largest shareholder would be interested

in accepting a possible bid on the proposed terms. The largest shareholder,

Rieber & Søn AS holding 45.27% of the shares in Q-Free, appreciates and welcomes

the interest in Q-Free, but is not willing to sell their shares on the proposed

consideration structure and terms. Consequently, the board sees no reason to

pursue this non-binding proposal further at this stage as a transaction cannot

be implemented on the proposed terms.

For further information, please contact:

Vice Chair of the Board: Snorre Kjesbu: +47 982 28 170

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

Market Abuse Regulation article 7 and is subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Rita Bøe Isaksen, HR Manager &

Board Secretary, Q-Free ASA, on May 4, 2021 at 21.00 CET.

About Q-Free:

Q-Free ASA (OSE: QFR) is a global innovator in intelligent transportation

systems that improve traffic flow, road safety, and air quality. With an open,

collaborative approach to tolling, traffic and active transportation management,

Q-Free works with customers and partners on every continent to digitize

infrastructure and overcome modern mobility challenges for the greater good of

society.

Headquartered in Trondheim, Norway, Q-Free has annual revenues of approximately

1 billion NOK and employs approximately 360 transportation innovators, experts,

and enthusiasts. To learn more about how Q-Free is changing the movements of

life, visit www.q-free.com or Twitter:@Q-FreeASA