Q-Free ASA — M&A Activity 2023

Oct 26, 2023

Q-Free - Launch of mandatory offer to acquire all shares in Q-Free ASA

Q-Free - Launch of mandatory offer to acquire all shares in Q-Free ASA

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA,

AUSTRALIA, JAPAN, HONG KONG, NEW ZEALAND, SOUTH AFRICA OR THE UNITED STATES OR

ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcement on 26 September 2023

concerning the entry into of a conditional agreement pursuant to which Juniper

Holdco AS (the "Offeror") would acquire Rieber & Søn AS' ("Rieber") 62.8%

shareholding in Q-Free ASA ("Q-Free" or the "Company") at a price of NOK 12 per

share (the "Transaction") and launch a subsequent mandatory offer pursuant to

Chapter 6 of the Norwegian Securities Trading Act (the "Mandatory Offer").

Further, reference is made to the stock exchange announcement on 3 October 2023

whereby the Offeror announced completion of the Transaction and thereby

triggering the obligation to launch the Mandatory Offer.

As of the date hereof, the Offeror owns 73,945,959 shares, representing 66.47%

of the share capital and votes in the Company. The terms and conditions of the

Mandatory Offer are set out in an offer document prepared by the Offeror dated

26 October 2023 (the "Offer Document").

The Oslo Stock Exchange has in its capacity as take-over authority of Norway,

pursuant to Section 6-14 of the Norwegian Securities Trading Act, today reviewed

and approved the Offer Document.

The key terms of the Mandatory Offer are:

· Offer Price: NOK 12.00 in cash per share.

· Offer Period: From and including 27 October 2023 to and including 24

November 2023 at 16:30 (CET), subject to extension.

· Settlement: In NOK within two weeks after the expiry of the offer period.

· Receiving Agent: DNB Bank ASA, e-mail: retail@dnb.no

The Mandatory Offer may only be accepted on the basis of the Offer Document.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document

will be sent to the Company's shareholders as registered in Euronext Securities

Oslo (the Norwegian Central Securities Depository, VPS) as of the date of the

Offer Document.

The Offer Document will, subject to regulatory restrictions in certain

jurisdictions, also be available on the Offeror's website:

www.juniperholdco.com (https://urldefense.proofpoint.com/v2/url?u=http

-3A__www.juniperholdco.com&d=DwMFAw&c=euGZstcaTDllvimEN8b7jXrwqOf

-v5A_CdpgnVfiiMM&r=KQByem67RiWqn_GOdI5syg&m=rOhPiUzan77ZrK2LnKJzPdcUUiax1zSyJS2iw

V2f7eA1ZKC06QWArzaP6tvDRH_-&s=FuSP8Az5RBHl56vnceu6lTLwuWf4NM-vFTtMBMpFuwc&e=)

Contacts:

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

Email: trond.christensen@q-free.com

Guardian: Robert Mah, President, Guardian Smart Infrastructure Management Inc.

Tel: +1-416-947-4033 Email: rmah@guardiancapital.com

Rieber: Øystein Elgan, Director Tel: +47 901 08 833 Email: oystein@rieberson.no

Advisers:

Advokatfirmaet Schjødt AS and Kirkland & Ellis are acting as legal advisors to

Guardian.

Wikborg Rein Advokatfirma AS is acting as legal advisor to Rieber.

Advokatfirmaet Thommessen AS is acting as legal advisors to the Company.

Harris Williams is acting as financial adviser to Guardian. DNB Bank ASA is

acting as settlement agent to the Offeror.

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 370

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.

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.

* * *