Xplora Technologies AS announces final outcome of the public offer to the shareholders of DORO AB and has resolved to complete the Offer.

Press release 13 January 2025.

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or to, and no acceptances will be accepted from, or on behalf of, shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or the United States of America or any other country in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would be contrary to applicable laws or regulations or would require the preparation of an additional offer document or registration or registration or any other action in addition to that required by Swedish law.

Xplora Technologies AS, reg. no. 916 752 628 (the "Bidder") announced on 26 September 2024 a recommended public offer to acquire all shares in DORO AB, reg. no. 556161-9429 ("Doro"), for a cash consideration of SEK 34.00 per share (the "Offer"). Doro's shares are admitted to trading on Nasdaq Stockholm, Small Cap ("Nasdaq"). On 17 October 2024, the Bidder published an offer document relating to the Offer (the "Offer Document"), which was supplemented by a supplementary document on 28 October 2024 (the "Supplement"). The Bidder has, separate from the Offer, entered into an agreement on 27 September 2024 to acquire, a total of 1,230,000 shares in Doro, corresponding to approximately 5.01 per cent of the share capital and all outstanding shares and votes in Doro, on the same terms and conditions as the Offer (the "Call Option").

At the end of the acceptance period, concluding today on 13 January 2025, the Offer has been accepted by holders of 21,666,299 shares in Doro. Together with the shares the Bidder will acquire through the Call Option, the Bidder has received acceptance to acquire in total approximately 93.33 per cent of the share capital and of all outstanding shares and votes in Doro.

All conditions for the completion of the Offer have now been fulfilled. As a result, the Bidder has resolved to declare the Offer unconditional and proceed with completion of the Offer. Consequently, the Offer is now closed.

Background and outcome

The acceptance period in the Offer expired today, 13 January 2025. The Bidder announces today the following:

• The Offer, at the expiration of the acceptance period on 13 January 2025, has been accepted by shareholders in Doro representing in total approximately 88.32 per cent of the share capital and approximately 88.32 per cent of all outstanding shares and votes in Doro.
• The shares in Doro that have been tendered in connection with the Offer at the expiry of the acceptance period, together with the shares in Doro that the Bidder has agreed to acquire through the Call Option, amount to 22,896,299 representing approximately 93.33 per cent of the share capital and approximately 93.33 per cent of all outstanding shares and votes in Doro.
• The Bidder has resolved not to extend the acceptance period further. The Offer is now closed.

Given that all conditions for the completion of the Offer have been fulfilled or waived, the board of directors of the Bidder has resolved to declare the Offer unconditional and to complete the Offer. Payment of consideration for shares tendered up to and including 13 January 2025 is expected to commence on or around 20 January 2025.

Compulsory buy-out and delisting

Since the Bidder will become the owner of shares corresponding to more than 90 per cent of the total number of shares in Doro according to the above, the Bidder intends to initiate a compulsory buy-out in accordance with the Swedish Companies Act (2005:551) to acquire all remaining shares in Doro. In connection therewith, the Bidder intends to work for the delisting of Doro's shares from Nasdaq.

Other information

Neither the Bidder nor any related parties to the Bidder owned or controlled any shares or other financial instruments that provide a financial exposure equivalent to a shareholding in Doro at the time of the announcement of the Offer. Furthermore, no shares or such financial instruments have been acquired outside the Offer, with the exception of the Call Option.

The Offer Document is, together with the Supplement, available in Swedish on the Bidder's website (www.xplora.com/investor), on DNB's website (www.dnb.se/emission) and on SpareBank 1 Markets AS's website (www.sb1markets.no/transaksjoner/). Further information on the Offer is available on the Bidder's website (www.xplora.com/investor).

Advisors

The Bidder has retained CMS Wistrand Advokatbyrå Stockholm KB and CMS Kluge Advokatfirma AS as legal advisors and SpareBank 1 Markets AS and DNB Markets, a part of DNB Bank ASA, Sweden Branch as financial advisors in connection with the Offer. DNB Markets, a part of DNB Bank ASA, Sweden Branch is acting as receiving agent in connection with the Offer.

______________________

Xplora Technologies AS
The board of directors on 13 January 2025, Oslo

This information is information that Xplora Technologies AS is obliged to make public pursuant to article 19 no. 3 of the EU Market Abuse Regulation (EU 596/2014), the Takeover Rules and section 5-12 of the Norwegian Securities Trading Act. The information in this press release was submitted for publication at 19:45 CET on 13 January 2025. For additional information regarding the Offer, please contact:

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

IMPORTANT INFORMATION

An offer document (in Swedish) and a supplementary offer document (in Swedish) was published by the Bidder on 17 October 2024 and on 28 October 2024 respectively.

The Offer is not being made to (and no acceptance forms will be accepted from or on behalf of) persons resident in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States or persons whose participation in the Offer would require the preparation of additional offer documents or the making of registrations or the taking of any other action beyond that required by Swedish law (including the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM 2024-01-01 issued by the Swedish Securities Council's Self-Regulatory Committee) unless an exemption applies.

This announcement and any other documents relating to the Offer (including copies of such documents) must not be mailed or otherwise distributed, forwarded or sent into or within any jurisdiction (including Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States) where distribution of this announcement or the Offer would require additional measures to be taken or would be contrary to the laws or regulations of such jurisdiction. Persons into whose possession this announcement comes (including, without limitation, banks, brokers, dealers, nominees and custodians) and who are subject to the laws or regulations of any such jurisdiction must inform themselves about, and observe, all applicable restrictions and requirements. Failure to do so may constitute a violation of the securities laws or regulations of such jurisdictions. The Bidder disclaims, to the fullest extent permitted by applicable law, all liability for any violation of such restrictions and the Bidder reserves the right not to accept any tender offer documents the submission of which would constitute a direct or indirect violation of any such restrictions.

The Offer, information and documentation made available through this announcement have not been prepared by, and have not been approved by, an "authorized person" within the meaning of Regulation 21 of the UK Financial Services and Market Act 2000 ("FSMA"). Accordingly, the information and documents made available by this press release may not be distributed in, or passed on to, the public in the United Kingdom, unless an exemption applies. The dissemination of information and documents made available by this press release is exempt from the financial promotion restrictions in regulation 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate relating to a transaction to acquire day-to-day control of a body corporate's business, or to acquire 50 per cent or more of the voting shares in a body corporate, within the meaning of Article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this announcement that relate to future conditions or circumstances, including information about future results, growth and other development forecasts and other effects of the Offer, constitute forward-looking information. Such information may be characterized, for example, by the use of words such as "anticipated", "believed", "expected", "intended", "planned", "intended", "sought", "will" or "may" or similar expressions. Forward-looking information is inherently subject to risks and uncertainties because it relates to future conditions and is dependent on circumstances that will occur in the future. As a result of numerous factors, many of which are beyond the Bidder's control, future conditions may differ materially from those expressed or implied in the forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and the Bidder is under no obligation (and undertakes no obligation) to update or revise any such statements to reflect new information, future events or circumstances beyond what is required by applicable laws and regulations.