NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTOCANADA ,AUSTRALIA ,JAPAN ,HONG KONG ,NEW ZEALAND ,SOUTH AFRICA ORTHE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Reference is made to the mandatory offer document dated26 October 2023 (the "Offer Document") for the mandatory offer by Juniper Holdco AS (the "Offeror") to acquire all outstanding shares ofQ-Free ASA ("Q-Free" or the "Company") against a consideration in cash ofNOK 12 per share (the "Mandatory Offer"). As a result of acceptances of the Mandatory Offer, as of24 November 2023 , the Offeror owns or has received acceptances for a total of 104 896 026 shares, representing in total 94,29% of the share capital of Q-Free. Given that the Offeror now holds more than 90% of the share capital of the Company, a compulsory acquisition (a squeeze out) of the remaining shares not owned by the Offeror and a delisting will be carried out in due course. 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 approximately1 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. 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 andJapan . 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 inNorway .
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