Xplora Technologies AS reaches 90.5 per cent acceptances in the public offer to the shareholders of Doro AB and extends the acceptance period after ISP initiates review

08 Nov 2024 20:07 CET

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.

Press release 8 November 2024

Xplora Technologies AS reaches 90.5 per cent acceptances in the public offer to
the shareholders of Doro AB and extends the acceptance period after ISP
initiates review

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 complemented by a supplement to
the Offer Document (the “Supplement”) on 28 October 2024. On 27 September 2024,
the Bidder entered into an agreement to, separate from the Offer, acquire
1,230,000 shares in Doro, corresponding to approximately 5.01 per cent, on the
same terms and conditions as the Offer (the “Call Option”). The Offer and the
Call Option are conditional upon, inter alia, approval by the Swedish
Inspectorate of Strategic Products (“ISP”). The initial acceptance period for
the Offer commenced on 18 October 2024 and expired today on 8 November 2024.

At the end of the acceptance period ending on 8 November 2024, the Offer has
been accepted by holders of approximately 85.4 per cent shares in Doro which,
together with the shares in Doro that the Bidder will acquire through the Call
Option, corresponds to approximately 90.5 per cent of all outstanding shares and
votes in Doro.

On 7 November 2024, the ISP decided to initiate a review of the Offer and the
Call Option, which is why the acceptance period is now extended to 7 February
2025 in accordance with the statutory processing time of three months.

Summary

The initial acceptance period of the Offer expires today, 8 November 2024. The
Bidder announces today that:

• 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 22,190,024
representing approximately 90.5 per cent of all outstanding shares and votes in
Doro.
• The Swedish Inspectorate of Strategic Products (“ISP”) has resolved to
initiate a review of the proposed acquisition of all shares in Doro.
• Accordingly, the Bidder has resolved to extend the acceptance period of the
Offer until 15:00 CET on 7 February 2025.
• The Bidder reserves the right to reduce the acceptance period if ISP approves
the Offer prior to 7 February 2025, such shortening to be made with at least two
weeks notice.

In order to give the remaining shareholders in Doro who have not submitted their
shares time to accept the Offer and for approval by the ISP to be obtained, the
acceptance period will be extended until 15:00 CET on 7 February 2025. For those
shareholders in Doro who have already accepted the Offer during the initial
acceptance period, as well as those shareholders who accept the Offer during the
extended acceptance period, payment of consideration will be made as soon as the
Bidder resolves to complete the Offer. Provided that such announcement is made
no later than on or around 7 February 2025, it is expected that payment of
consideration will commence on or around 14 February 2025. The Bidder reserves
the right to extend the acceptance period of the Offer and to postpone the date
for payment of consideration.

In addition, the Bidder reserves the right to unilaterally reduce the acceptance
period of the Offer in the event that the ISP's decision on approval of the
acquisition is received earlier than within the statutory processing time of
three months. Such shortening will be announced at least two weeks prior to the
expiration of the reduced acceptance period and in accordance with applicable
takeover rules. In the event of a reduced acceptance period, payment of
consideration will be made in connection with the expiration of the acceptance
period.

The Offer is conditional upon, inter alia, upon approval by the ISP. In
addition, the terms of the Offer as set out in the Offer Document and the
Supplement will remain unchanged, including the completion conditions and
reservations imposed by the Bidder in relation to the Offer. Accordingly, the
Bidder reserves the right to withdraw the Offer in the event that it becomes
clear that any of the conditions to completion of the Offer have not been or
cannot be fulfilled if the non-fulfilment is of material importance to the
Bidder's acquisition of shares in Doro. The Bidder further reserves the right to
complete the Offer at a lower level of acceptance.

Other information

In the event that the Bidder, in connection with the Offer or otherwise in
accordance with applicable takeover rules, becomes the owner of shares
corresponding to more than 90 per cent of the shares in Doro, the Bidder intends
to call for compulsory acquisition in accordance with the Swedish Companies Act
(2005:551) in order to acquire all outstanding shares in Doro. In connection
therewith, the Bidder intends to work for the delisting of Doro's shares from
Nasdaq.

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 8 November 2024, 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 was submitted for publication, through the agency
of the contact person set out below, at 20:00 CET on 8 November 2024. 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.

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