Q-Free ASA — M&A Activity 2023

Oct 27, 2023

Q-Free: Independent statement regarding mandatory offer to acquire all shares in Q-Free ASA

Q-Free: Independent statement regarding mandatory offer to acquire all shares in Q-Free ASA

Trondheim, 27 October 2023 - Reference is made to the stock exchange notice made

on 26 September 2023 by Q-Free ASA (the "Company" or "Q-Free", OSE: QFR) where

Guardian Smart Infrastructure Management and Rieber & Søn AS announced the

acquisition of Q-Free shares by their joint venture Juniper Holdco AS (the

"Offeror"), triggering a mandatory offer to acquire all shares in Q-Free at a

price per share of NOK 12 (the "Offer").

Further reference is made to the stock exchange notice made on 26 October 2023

regarding commencement of the offer period for the Offer. The Board of Directors

of the Company has unanimously resolved to recommend the shareholders of the

Company to accept the Offer. Pursuant to section 6-16 of the Norwegian

Securities Trading Act, the Board of Directors of Q-Free shall provide a

statement on the Offer. Oslo Børs, in its capacity as take-over supervisory

authority, has decided that the statement shall be issued by an independent

expert and not by the Board of Directors of the Company, and that such statement

can be issued by KWC AS ("KWC") on behalf of the Company, cf. section 6-16 of

the Securities Trading Act.

KWC has issued their statement on the Offer and has in the statement concluded

that the "...terms of the Mandatory Offer are fair from a financial point of

view, and thus represents a full and fair arm's length price for all the

outstanding shares of Q-Free. The Offer can therefore be recommended to

shareholders on this basis.

However, this Statement is not intended to be and shall not constitute or be

construed as a recommendation to individual shareholders of Q-Free, as to

whether to accept the Offer from the Offeror or not, and each shareholder

remains solely responsible for their own decisions based on their own

circumstances.

We recommend that shareholders study the Offer Document and draw their own

conclusions. Furthermore, we recommend that shareholders seek advice from

professional advisers with respect to tax and other consequences of accepting or

not accepting the Offer."

The full statement from KWC is attached to this announcement.

Contacts:

Q-Free: Trond Christensen, CEO / CFO, Q-Free ASA Tel: +47 481 02 754 Email:

trond.christensen@q-free.com

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act

Important notice: The Mandatory Offer and the distribution of this announcement

and other information in connection with the Mandatory Offer and the Transaction

may be restricted by law in certain jurisdictions. When published, the Offer

Document and related acceptance forms will not and may not be distributed,

forwarded or transmitted into or within any jurisdiction where prohibited by

applicable law, including, without limitation, Canada, Australia, New Zealand,

South Africa, Hong Kong, United States and Japan. The Offeror does not assume

any responsibility in the event there is a violation by any person of such

restrictions. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions. This announcement is not a tender offer document and, as

such, does not constitute an offer or the solicitation of an offer to acquire

shares in the Company. Investors may accept the Mandatory Offer only on the

basis of the information provided in the Offer Document. Offers will not be made

directly or indirectly in any jurisdiction where either an offer or

participation therein is prohibited by applicable law or where any tender offer

document or registration or other requirements would apply in addition to those

undertaken in Norway.