Xploara Technologies — Capital/Financing Update 2026

Mar 18, 2026

Xplora Technologies AS: Contemplated Private Placement

Xplora Technologies AS: Contemplated Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES

OR POSSESSIONS, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION

OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, THE UNITED KINGDOM OR SOUTH AFRICA

OR TO ANY RESIDENT THEREOF, OR ANY JURISDICTION WHERE SUCH RELEASE,

PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

Oslo, Norway, 18 March 2026: Xplora Technologies AS ("Xplora" or the

"Company") has engaged Nordea Bank Abp, filial i Norge and Pareto Securities

AS (together the "Managers") to advise on and effect a contemplated private

placement of new shares in the Company (the "Offer Shares") to raise gross

proceeds of approximately NOK 150 million (the "Private Placement"), at a

fixed price of NOK 52 per Offer Share (the "Offer Price").

The net proceeds from the Private Placement to the Company will be used to

strengthen the Company's balance sheet, complete the squeeze-out to acquire

the remaining shares in DORO AB, reduce debt obligations and increase

flexibility for organic and inorganic growth initiatives. The following

members of the Company's management and Board have collectively pre-committed

to subscribe for, and will be allocated, Offer Shares for approx. NOK 4.55

million in the Private Placement:

* Sten Kirkbak (CEO) through MK Capital AS: NOK 300,000

* Knut Stålen (CFO): NOK 300,000

* Bjørn Christian Eide (board member) through Esmar AS: NOK 3,653,905

(pro-rata)

* Ingrid Elvira Leisner (board member) through Duo Jag AS: NOK 100,000

* Jannicke Haugen (board member) through Sjiraff Holding AS: NOK 100,000

* Suzaan Sauerman (board member): NOK 100,000

Lock-ups

In connection with the pre-commitments, the members of the Company's

management and Board, and the Company have entered into a lock-up agreement

for a period of six (6) months, subject to certain customary exceptions.

Application Period

The application period for the Private Placement will commence today, 18 March

2026 at 16:30 hours (CET) and will close on 19 March 2026 at 08:00 hours (CET)

(the " Application Period"). The Company reserves the right to shorten, close

or extend the Application Period at any time at its sole discretion, without

notice, or to cancel the Private Placement in its entirety. If the Application

Period is shortened or extended, any other dates referred to herein may be

amended accordingly.

Allocation and settlement

The final number of Offer Shares will be determined at the end of the

Application Period, and the final allocation will be made at the sole

discretion of the Board in consultation with the Managers. The Board may, at

its sole discretion, reject and/or reduce any applications. Other than with

respect to pre-committing shareholders who will receive full allocation, there

is no guarantee that any applicant will be allocated Offer Shares. Allocation

will be based on (but not limited to) pre-commitments, indications from the

pre-sounding phase of the Private Placement, existing ownership in the

Company, timeliness of order, order size, sector knowledge, perceived investor

quality and investment horizon.

Notification of allocation and payment instructions is expected to be issued

to the applicants on or about 19 March 2026 through a notification to be

issued by the Managers.

Settlement of the Private Placement is expected to take place on a delivery

versus payment basis on or about 23 March 2026 with existing and unencumbered

shares in the Company that are already listed on Euronext Growth Oslo,

pursuant to a share lending agreement entered into between the Company, the

Managers and Passesta AS (the "Share Lending Agreement"). The Offer Shares

will thus be tradable on Euronext Growth Oslo immediately after the

notification of allocation. The Managers will settle the Share Lending

Agreement with new shares in the Company to be issued by the Board pursuant to

an authorization to increase the share capital in the Company granted by the

Company's annual general meeting held on 23 May 2025 (the "Authorization").

Conditions of completion

Completion of the Private Placement for investors allocated Offer Shares is

subject to: (i) All corporate resolutions of the Company required to implement

the Private Placement being validly made by the Company, including without

limitation, the resolution by the Board to increase the share capital of the

Company and issue the Offer Shares pursuant to the Authorization, and (ii) the

Share Lending Agreement remaining in full force and effect (jointly referred

to as the "Conditions").

The Company will announce the number of Offer Shares issued and allocated in

the Private Placement through a stock exchange notice expected to be published

before opening of the trading on Euronext Growth Oslo on 19 March 2026.

Selling restrictions

The Private Placement will be offered to investors subject to applicable

exemptions from relevant prospectus requirements in accordance with Regulation

(EU) 2017/1129 and is directed towards a limited number of selected investors

subject to applicable exemptions from relevant prospectus, filing and

registration requirements: (i) outside the United States in reliance on

Regulation S under the US Securities Act of 1933 (the "US Securities Act") and

(ii) in the US only to persons reasonably believed to be "qualified

institutional buyers" (QIBs) as defined in Rule 144A under the US Securities

Act. Applicable selling restrictions will apply.

In the United Kingdom, it shall be directed only at persons who are "qualified

investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and

Admission to Trading Regulations 2024, and who are (i) persons having

professional experience in matters relating to investments who fall within the

definition of "investment professionals" in Article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended

(the "Order") or (ii) high net worth entities falling within Article 49(2)(a)

to (d) of the Order; or (iii) are other persons to whom it otherwise lawfully

may be communicated.

The Offer Shares are not to be offered in any other jurisdiction where such an

offering would be prohibited by applicable law.

The minimum subscription and allocation amount in the Private Placement will

be a number of Offer Shares corresponding to the NOK equivalent of EUR

100,000. The Company may, at its sole discretion, allocate Offer Shares for an

amount below EUR 100,000 to the extent applicable exemptions from relevant

prospectus requirements, in accordance with applicable regulations, including

Regulation (EU) 2017/1129 on prospectuses for securities (the "EU Prospectus

Regulation"), the Norwegian Securities Trading Act and ancillary regulations,

are available. Further selling restrictions and transaction terms will apply.

Equal treatment of shareholders and subsequent offering

The Private Placement represents a deviation from the shareholders'

preferential right to subscribe for the Offer Shares. The Board has carefully

considered the structure of the equity raise in light of the equal treatment

obligations under the Norwegian Private Limited Liability Companies Act, and

the Board is of the opinion that it is in compliance with these principles.

The Board is of the view that it will be in the common interest of the Company

and its shareholders to raise equity through a private placement. Further, a

private placement will reduce execution and completion risk compared to a

rights issue, as it enables the Company to raise equity efficiently and in a

timely manner and at a lower cost and with significantly reduced completion

risk compared to a rights issue.

The Company may, subject to completion of the Private Placement, and certain

other conditions, resolve to carry out a subsequent repair offering of new

shares (the "Subsequent Offering") at the Offer Price in the Private Placement

which, subject to applicable securities law, will be directed towards existing

shareholders in the Company as of 18 March 2026 (as registered in the VPS two

trading days thereafter), who (i) were not included in the pre-sounding phase

of the Private Placement, (ii) were not allocated Offer Shares in the Private

Placement, and (iii) are not resident in a jurisdiction where such offering

would be unlawful or would (in jurisdictions other than Norway) require any

prospectus, filing, registration or similar.

Advisors

Nordea Bank Abp, filial i Norge and Pareto Securities AS are acting as

managers and bookrunners in the Private Placement. Advokatfirmaet Thommessen

AS is acting as legal advisor to the Company in the Private Placement.

Part of the net proceeds from the Private Placement to the Company will be

used to reduce debt under credit facility with Nordea Bank Abp, filial i

Norge.

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

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock

exchange announcement was published by CFO Knut Stålen, at the time and date

stated above in this announcement.

For further information, please refer to:

Xplora Technologies AS:

Sten Kirkbak, CEO

Mobile: +47 92203710

E-mail: sten.kirkbak@xplora.com

Knut Stålen, CFO

Mobile: +47 92043458

E-mail: knut.stalen@xplora.com

About Xplora

Xplora Technologies is a Norway-founded, technology company creating smart

devices, services and communication solutions for children, youth and seniors

that keep families connected, safe, and balanced. The company's purpose is to

build a safer and healthier digital life for all generations. As the pioneer

of the kids' smartwatch category in Europe, Xplora Technologies today serves

the full spectrum of family needs from early childhood to later life, through

its two brands Xplora and Doro. The company positions itself as a family-first

organization and a trusted advisor for parents and caregivers throughout the

digital journey, delivering the right technology at the right time. Xplora

Technologies is headquartered in Oslo, Norway with operations in leading

European markets and North America. The company is listed on Euronext Growth

under the ticker XPLRA.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. The

distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Copies of this announcement are not being made

and may not be distributed or sent into any jurisdiction in which such

distribution would be unlawful or would require registration or other

measures. Persons into whose possession this announcement or such other

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

any such restrictions.

The securities referred to in this announcement have not been and will not be

registered under the US Securities Act, and accordingly may not be offered or

sold in the United States absent registration or an applicable exemption from

the registration requirements of the US Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any part of the offering or their securities in the United States or to

conduct a public offering of securities in the United States. Any sale in the

United States of the securities mentioned in this announcement will be made

solely to "qualified institutional buyers" as defined in Rule 144A under the

US Securities Act and "major U.S. institutional investors" as defined in Rule

15a-6 under the United States Exchange Act of 1934.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer

without an approved prospectus in such EEA Member State. The expression

"Prospectus Regulation" means Regulation 2017/1129, as amended, together with

any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at

persons in the United Kingdom that are (i) investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth

entities, and other persons to whom this announcement may lawfully be

communicated, falling within Article 49(2)(a) to (d) of the Order (all such

persons together being referred to as "relevant persons"). This communication

must not be acted on or relied on by persons who are not relevant persons. Any

investment or investment activity to which this communication relates is

available only for relevant persons and will be engaged in only with relevant

persons. Persons distributing this communication must satisfy themselves that

it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect",

"anticipate", "strategy", "intends", "estimate", "will", "may", "continue",

"should" and similar expressions. The forward-looking statements in this

release are based upon various assumptions, many of which are based, in turn,

upon further assumptions. Although the Company believes that these assumptions

were reasonable when made, these assumptions are inherently subject to

significant known and unknown risks, uncertainties, contingencies and other

important factors which are difficult or impossible to predict and are beyond

its control.

Actual events may differ significantly from any anticipated development due to

a number of factors, including without limitation, changes in investment

levels and need for the Company's services, changes in the general economic,

political and market conditions in the markets in which the Company operate,

the Company's ability to attract, retain and motivate qualified personnel,

changes in the Company's ability to engage in commercially acceptable

acquisitions and strategic investments, and changes in laws and regulation and

the potential impact of legal proceedings and actions. Such risks,

uncertainties, contingencies and other important factors could cause actual

events to differ materially from the expectations expressed or implied in this

release by such forward-looking statements. The Company does not provide any

guarantees that the assumptions underlying the forward-looking statements in

this announcement are free from errors nor does it accept any responsibility

for the future accuracy of the opinions expressed in this announcement or any

obligation to update or revise the statements in this announcement to reflect

subsequent events. You should not place undue reliance on the forward-looking

statements in this document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking

statements to reflect events that occur or circumstances that arise in

relation to the content of this announcement.

Neither the Managers nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and

none of them accepts any responsibility for the contents of this announcement

or any matters referred to herein.

This announcement is for information purposes only and is not to be relied

upon in substitution for the exercise of independent judgment. It is not

intended as investment advice and under no circumstances is it to be used or

considered as an offer to sell, or a solicitation of an offer to buy any

securities or a recommendation to buy or sell any securities in the Company.

Neither the Managers nor any of their affiliates accepts any liability arising

from the use of this announcement.