Qt Group Oyj — M&A Activity 2021

Apr 13, 2021

Qt strengthens its market leader position with acquisition of froglogic GmbH

Qt strengthens its market leader position with acquisition of froglogic GmbH

Stock Exchange Release April 13, 2021 4:35 pm (EEST)

Helsinki, 13 April 2021: Leading global software company, the Qt Group Plc
[Nasdaq Helsinki: QTCOM] has today, in the name of its operative subsidiary The
Qt Company, signed an agreement to acquire all the shares in Germany-based
froglogic GmbH. Froglogic is a major provider of quality assurance tools, such
as test automation tools.

The acquisition will bring froglogic’s market-leading test automation tools into
the Qt product portfolio to offer a complete, streamlined package for customers,
extending the offering to encompass the entire software development process from
design, development and deployment and now quality assurance. Moreover, the
acquisition aims to leverage The Qt Company’s global sales force for froglogic’s
products. Froglogic was founded to create a best-of-breed cross platform Graphic
User Interface (GUI) test automation tool, specifically to automate tests for
applications based on the Qt GUI framework.

Froglogic GmbH was founded in 2003 with headquarters in Hamburg, Germany, and it
employs approximately 36 people in Germany. In 2020 the company generated a
revenue of EUR 6.5 million and EBIT of EUR 2.7 million. The purchase price is
EUR 30 million, which of EUR 24 million will be paid in cash and EUR 6 million
with the Qt Group’s shares. Additionally, the parties have agreed on an earn-out
structure with a maximum amount of EUR 5 million to be payable as earn out
conditional upon growth of froglogic’s products’ revenue during the time period
2021-2023.

By virtue of the share issue authorization of the Annual General Meeting held
16th  March 2021 the Qt Group's Board of Directors has decided to pay the agreed
share purchase price by way of issue shares in a directed share issue to the
sellers according to the agreement between the parties. Accordingly, total of
62,184 new Qt Group’s shares will be subscribed by the sellers at a subscription
price of EUR 96.49 per share. The subscription price corresponds to a volume
-weighted average share price in Qt Group’s shares over the reference period 1
April – 9 April 2021.

The new shares will be entered in the Trade Register approximately on 15 April
2021. The new shares generate shareholder rights as of the day of registration.
The above-mentioned new shares have been admitted to public trading together
with the company’s old shares on the stock exchange list of NASDAQ OMX Helsinki
Plc on 16 April 2021. After the registration of the shares subscribed for in the
share issue, the total number of Qt Group’s shares will be 24,922,140. The
number of shares subscribed for in the share issue correspond to approximately
0.25 per cent of Qt Group's share capital after the registration of the new
shares.

About The Qt Company

Qt Group (Nasdaq Helsinki: QTCOM) is a global software company with a strong
presence in more than 70 industries and is the leading independent technology
behind millions of devices and applications. Qt is used by major global
companies and developers worldwide, and the technology enables its customers to
deliver exceptional user experiences and advance their digital transformation
initiatives. The company's net sales in 2020 totalled 79.5 MEUR, and it employs
some 366 people. To learn more, visit http://qt.io.

About froglogic

froglogic GmbH is a global leader in the software test automation market,
providing state-of-the-art solutions to enhance software quality in any industry
context. froglogic offers cutting-edge tooling to support GUI test automation,
code coverage analysis and test result management, enabling customers to assess
and steer their Quality Assurance efforts across an application’s lifecycle.
With products transforming the DevOps process and enabling users to develop and
ship high-quality code, froglogic was recognized in the 2018 and 2019 Gartner
Magic Quadrant for Software Test Automation. To learn more, visit
https://www.froglogic.com.

Further information
Juha Varelius, CEO, tel. +358 9 8861 8040

DISTRIBUTION
NASDAQ Helsinki
Key media
www.qt.io

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