Q-Free – Juniper Holdco AS announces compulsory acquisition

Reference is made to the stock exchange announcement on 24 November 2023 regarding the results of Juniper Holdco AS' (the "Offeror") mandatory offer for all outstanding shares in Q-Free ASA ("Q-Free" or the "Company") not already owned by the Offeror (the "Mandatory Offer"), where the Offeror also confirms its intention to carry out a compulsory acquisition and delisting.

Following completion of the Mandatory Offer, the Offeror currently owns 106,656,388 shares in the Company, representing 95.88% of the total shares and voting rights.

The board of directors of the Offeror has today, 3 December 2023, resolved to carry out the compulsory acquisition of all remaining shares in Q-Free not owned by the Offeror, pursuant to the Norwegian Public Limited Liability Companies Act section 4-25 cf. the Norwegian Securities Trading Act section 6-22 (1). As a consequence, the Offeror has assumed ownership of all shares in the Company.

The offered redemption price under the compulsory acquisition is NOK 12.00 per share, which corresponds to the offer price in the preceding mandatory offer and, according to the Norwegian Securities Trading Act section 6-22 (2), is the applicable redemption price in a subsequent compulsory acquisition. The Offeror has deposited the total acquisition amount on a separate account with Nordea, in accordance with the Norwegian Public Limited Liability Companies Act section 4-25 (5).

A notice regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory transfer, whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises (Nw. Brønnøysundregistrene) if required pursuant to applicable law.

As a consequence of the compulsory acquisition, the Offeror will pursue a de-listing of the Company's shares from Oslo Børs. Separate stock exchange notices will be published regarding the timing for such delisting.

Oslo Børs is requested to suspend the Company's shares from trading without delay.

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.

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 360 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.

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