Q-FREE Småprat tråden

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Q-Free: Independent statement regarding mandatory offer to acquire all shares in Q-Free ASA

Trondheim, 27 October 2023 - Reference is made to the stock exchange notice made
on 26 September 2023 by Q-Free ASA (the “Company” or “Q-Free”, OSE: QFR) where
Guardian Smart Infrastructure Management and Rieber & Søn AS announced the
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acquisition of Q-Free shares by their joint venture Juniper Holdco AS (the
“Offeror”), triggering a mandatory offer to acquire all shares in Q-Free at a
price per share of NOK 12 (the “Offer”).

Further reference is made to the stock exchange notice made on 26 October 2023
regarding commencement of the offer period for the Offer. The Board of Directors
of the Company has unanimously resolved to recommend the shareholders of the
Company to accept the Offer. Pursuant to section 6-16 of the Norwegian
Securities Trading Act, the Board of Directors of Q-Free shall provide a
statement on the Offer. Oslo Børs, in its capacity as take-over supervisory
authority, has decided that the statement shall be issued by an independent
expert and not by the Board of Directors of the Company, and that such statement
can be issued by KWC AS (“KWC”) on behalf of the Company, cf. section 6-16 of
the Securities Trading Act.

KWC has issued their statement on the Offer and has in the statement concluded
that the "…terms of the Mandatory Offer are fair from a financial point of
view, and thus represents a full and fair arm’s length price for all the
outstanding shares of Q-Free. The Offer can therefore be recommended to
shareholders on this basis.

However, this Statement is not intended to be and shall not constitute or be
construed as a recommendation to individual shareholders of Q-Free, as to
whether to accept the Offer from the Offeror or not, and each shareholder
remains solely responsible for their own decisions based on their own
circumstances.

We recommend that shareholders study the Offer Document and draw their own
conclusions. Furthermore, we recommend that shareholders seek advice from
professional advisers with respect to tax and other consequences of accepting or
not accepting the Offer."

The full statement from KWC is attached to this announcement.

Contacts:

Q-Free: Trond Christensen, CEO / CFO, Q-Free ASA Tel: +47 481 02 754 Email:
trond.christensen@q-free.com

This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act

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.

Kilde

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Q-Free – disclosure of large shareholding

Reference is made to the stock exchange announcement on 26 October 2023 and the offer document dated 26 October 2023, regarding a mandatory offer pursuant to Chapter 6 of the Norwegian Securities Trading Act (the “Mandatory Offer”) by Juniper Holdco AS (the “Offeror”) for all outstanding shares in Q-Free ASA (the “Company”) against a consideration in cash of NOK 12.00 per share.

The Offeror has today acquired 100 000 shares through market purchases on the Oslo Stock Exchange, at a price per share of up to NOK 11.90.In addition, the Offeror has during the offer period received acceptances for a total of 151 400 shares, which in addition to the 100 000 shares acquired today through market purchases and the 73,945,959 shares already held by the Offeror is equivalent to 66.7% of the shares and votes in the Company. As a result, the Offeror has crossed the reportable threshold of 2/3 of rights to shares and votes in the Company. Subject to completion of the Mandatory Offer, the Offeror will acquire the 151 400 shares and voting rights in the Company no later than two weeks after expiry of the offer period, being 8 December 2023 if the offer period is not extended.
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The Offeror is a company 70% owned by a subsidiary of Guardian Capital Group Limited and 30% owned by Rieber & Søn AS, a Bergen based privately held investment firm.

This disclosure is made pursuant to section 4-2 of the Norwegian Securities Trading Act.

Kilde

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Q-Free: Mandatory notification of trade; acceptance of mandatory offer

Reference is made to the mandatory cash offer by Juniper Holdco AS to acquire
all shares in Q-Free ASA for a price of NOK 12 per share. Today the following
primary insiders have accepted the mandatory offer in accordance with the offer
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document announced 26 October 2023:

Battelhavet AS, who is controlled by Chair of the Board Trond Valvik, has
accepted the offer for all of its 280,000 shares in the company.

Illuminator AS, who is controlled by Vice Chair Geir Bjørlo, has accepted the
offer for all of its 152,093 shares in the company.

Board member, Karin Sandsjö has accepted the offer for all of her 60 000 shares
in the company.

T Christensen AS, who is controlled by Group CEO Trond Christensen, has accepted
the offer for all of its 45,000 shares in the company.

EVP Tolling, Fredrik Nordh, has accepted the offer for all of his 40,000 shares
in the company. Following the transaction, Nordh owns no shares in Q-Free ASA,
and holds 634,700 share options in the company.

Employee-elected board member, Ane Dalsnes Storsæter, has accepted the offer for
all of her 500 shares in the company.

Deputy Employee-elected board member, Sondre Staven, has accepted the offer for
all of his 2,700 shares in the company.

Following the transactions, no primary insiders own any shares in the company.

Please see attached notification forms in accordance with the Market Abuse
Regulation article 19. This information is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities Trading Act
and the Market Abuse Regulation Article 19.

Kilde

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Q-Free: Tag contract in Thailand - 19 MNOK

Q-Free has received an order for tags from a customer in Thailand. The contract
has a value of approximately 19 MNOK and will be delivered during 2023 and 2024.

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This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. This stock exchange
announcement was published by Rita Bøe Isaksen, Board Secretary in Q-Free ASA,
on 6 November 2023 at 16:00 CET.

For further information, please contact: Trond Christensen, CEO, +47 481 02 754

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

Kilde

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Q-Free: The acceptance period of the mandatory offer to acquire all shares in Q-Free ASA expires today Friday 24 November 2023 at 16:30 CET, subject to extension.

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.
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Reference is made to the mandatory offer (the “Offer”) from Juniper Holdco AS
(the “Offeror”) to acquire all shares in Q-Free ASA (“Q-Free” or the “Company”)
at an offer price of NOK 12.00 per share pursuant to an offer document dated 26
October 2023. Shareholders are hereby reminded that the acceptance period for
the Offer expires today 24 November 2023 at 16:30 hours (CET), subject to
extension. Shareholders who want to accept the Offer, and have not already done
so, must fill out and return the acceptance form which is included in the Offer
Document by 16:30 hours (CET) 24 November 2023. The Offer may only be accepted
on the basis of the Offer Document.

The Offer Document is, subject to regulatory restrictions in certain
jurisdictions, available on the Offeror’s homepage: www.juniperholdco.com.

For further information please contact: Juniper Holdco AS, Øystein Elgan, +47
901 08 833

Kilde

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Q-Free – Results of mandatory offer for all outstanding 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 mandatory offer document dated 26 October 2023 (the “Offer Document”) for the mandatory offer by Juniper Holdco AS (the “Offeror”) to acquire all outstanding shares of Q-Free ASA (“Q-Free” or the “Company”) against a consideration in cash of NOK 12 per share (the “Mandatory Offer”).
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As a result of acceptances of the Mandatory Offer, as of 24 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 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.

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.

Kilde

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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
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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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Kilde

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OSLO BØRS – TRADING SUSPENSION

Please see the announcement from Q-Free ASA on 03.12.2023 at 16:00 regarding the compulsory acquisition of the company’s shares.

Based on this Oslo Børs has decided to suspend the company’s shares from trading.
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Kilde

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Q-Free: Contract for Traffic Light Controllers in the US - 16 MNOK

Q-Free has received an order for 600 2070LX traffic-light controllers in North
Carolina. The controllers will be delivered in 2023 and 2024 and have a value of
approximately 16 MNOK.
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This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Rita Bøe Isaksen, Board
Secretary in Q-Free ASA, on 05 December 2023 at 16:00 CET.

For further information, please contact:
Trond Christensen, CEO/CFO, +47 481 02 754

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

Kilde

[TekBot]

Q-Free: Minutes of Extraordinary General Meetings on 11 December 2023

Two extraordinary general meetings in Q-Free ASA were held on 11 December 2023.

All proposals on the agendas were adopted in accordance with the proposals from
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the board of directors, inter alia including an application for delisting of the
company’s shares from Oslo Børs and changes to the board of directors.

The complete minutes of the extraordinary general meetings are attached to this
release and available on www.q-free.com.

This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.

For inquiries, please contact: ir@q-free.com

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 NOK 900 million 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

Kilde

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Received application for delisting

Oslo Børs has received an application from Q-Free ASA for the delisting of the company’s shares from Oslo Børs.
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Kilde

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Mottatt søknad om strykning

Oslo Børs har mottatt søknad fra Q-Free ASA om strykning av selskapets aksjer fra notering på Oslo Børs.
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Kilde

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Q-Free ASA - Strykning

Oslo Børs har vedtatt å stryke aksjene i Q-Free ASA fra notering på Oslo Børs. I henhold til Regelbok II pkt. 2.11.2 (3), har Oslo Børs den 13. desember 2023 fattet følgende vedtak: “Aksjene i Q-Free ASA strykes fra notering på Oslo Børs fra og med 15. desember 2023. Siste noteringsdag vil være 14. desember 2023.”
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Kilde

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Q-Free ASA - Delisting

Oslo Børs has decided to delist the shares of Q-Free ASA from trading on Oslo Børs. Pursuant to Rule Book II section 2.11.2 (3), Oslo Børs has on 13. December 2023 made the following resolution: “The shares in Q-Free ASA will be delisted from the Oslo Stock Exchange as of the 15. December 2023. The last day of trading will be 14. December 2023.”
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Kilde