Q-Free ASA — M&A Activity 2022

Dec 7, 2022

Q-Free: Board statement regarding mandatory offer from Rieber & Søn AS

Q-Free: Board statement regarding mandatory offer from Rieber & Søn AS

The enclosed statement is made by the board of directors (the "Board") of Q-Free

ASA ("Q-Free") in accordance with Section 6-16 of the Norwegian Securities

Trading Act in connection with the mandatory offer from Rieber & Søn AS ("Rieber

& Søn") to acquire all the issued and outstanding shares in Q-Free not already

owned by Rieber & Søn, against a consideration of NOK 6.20 in cash per share

(the "Offer"), made in the offer document dated 25 November 2022 (the "Offer

Document").

Rieber & Søn is represented on the Board of Q-Free by Trond Valvik, who holds

the position as the chairman of the Board. Trond Valvik has not participated in

the assessment of the Offer or related discussions in the Board of Q-Free or in

the issue of this statement. The Oslo Stock Exchange has, in its capacity as

take-over authority of Norway pursuant to Section 6-16 (4) of the Norwegian

Securities Trading Act, decided that the Board, without the chairman of the

Board Trond Valvik, may submit the statement on behalf of Q-Free.

The Board has reviewed the Offer Document and evaluated factors that the Board

considers material for the assessment of whether the Offer should be accepted by

the shareholders of Q-Free.

KWC AS ("KWC") has been engaged as financial adviser to Q-Free in connection

with the Offer, and has submitted a fairness opinion dated 7 December 2022. KWC

concludes that the Offer is below the fair market value of the Q-Free shares.

The Board's overall assessment is that the Offer is below the fair value of the

Q-Free shares. Based on this, the Board of Q-Free does not recommend the

shareholders of Q-Free to accept the Offer. However, the Board notes that Rieber

& Søn has a significant influence over Q-Free, and there can be no assurance as

to the future trading price of Q-Free's shares. The liquidity in the shares, and

thus the possibility for the other shareholders to be able to sell shares, may

also be reduced when an increasing number of shares is controlled by the largest

owner. The Offer represents a liquidity event for shareholders looking to

monetize their position in Q-Free. The Board strongly advises shareholders to

carefully review their options in the light of the factors set in the complete

statement and any other available information, and to make an independent

evaluation whether or not to accept the Offer.

The complete unanimous statement from the board as well as fairness opinion from

KWC are attached to this this announcement.

For further information, please contact:

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

Thale Kuvås Solberg, President & CEO, +47 936 800 30

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 NOK 900 million and employs approximately 350 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