Xplora Technologies AS Private Placement successfully completed

19 Mar 2026 01:04 CET

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Oslo, 19 March 2026. Reference is made to the stock exchange announcement
published yesterday by Xplora Technologies AS ("Xplora" or the "Company")
regarding a contemplated private placement (the "Private Placement") of new
shares in the Company (the "Offer Shares"), each with a nominal value of NOK
0.004.

The Private Placement has been successfully completed, raising gross proceeds
to the Company of approximately NOK 150 million, through the allocation of
2,884,615 Offer Shares, each at a subscription price of NOK 52.00 per Offer
Share (the "Offer Price").

The Private Placement was multiple times oversubscribed, reflecting strong,
high-quality investor demand and signalling robust confidence in the Company's
growth strategy and future prospects.

"As a follow-up to the Doro acquisition, complemented by Emporia, this Private
Placement positions us strongly as a market leader in senior phones in Europe.
We are very pleased with the strong support from high-quality investors. The
multiple times oversubscribed Private Placement is a clear validation of our
strategy and growth ambitions. Strengthening our balance sheet enables us to
accelerate both organic initiatives and pursue attractive M&A opportunities,"
said CEO Sten Kirkbak of Xplora.

Over the past year, the Company has significantly expanded its strategic scope
and set ambitious targets for profitable growth by scaling its subscriber
base. Xplora's solutions connect generations, and the Company is building
leading positions within communication and connectivity for Kids, Youth, and
Seniors.

The following members of the Company's management and board of directors (the
"Board") have collectively subscribed for, and were allocated, Offer Shares
for approx. NOK 4.55 million in the Private Placement:

* Sten Kirkbak (CEO) through MK Capital AS: approx. NOK 300,000, equal to
5,769 Offer Shares.
* Knut Stålen (CFO): approx. NOK 300,000, equal to 5,769 Offer Shares.
* Bjørn Christian Eide (board member) through Esmar AS: NOK 3,653,884
(pro-rata), equal to 70,267 Offer Shares.
* Ingrid Elvira Leisner (board member) through Duo Jag AS: approx. NOK
100,000, equal to 1,923 Offer Shares.
* Jannicke Haugen (board member) through Sjiraff Holding AS: approx. NOK
100,000, equal to 1,923 Offer Shares.
* Suzaan Sauerman (board member): approx. NOK 100,000, equal to 1,923 Offer
Shares.

Further information regarding allocation in the Private Placement to primary
insiders and their close associates pursuant to the Market Abuse Regulation
article 19 is attached to this notice ("PDMR Notice"). In connection with
their subscriptions, the members of the Company's management and Board, and
the Company have entered into a lock-up agreement for a period of six (6)
months, subject to certain customary exceptions.

The share capital increase pertaining to the Private Placement and the
issuance of the Offer Shares was adopted by the Board pursuant to an
authorization granted by the Company's annual general meeting held on 23 May
2025 (the "Authorization"). Notifications of allotment of the Offer Shares and
payment instructions are expected to be distributed to the applicants through
a notification from the Managers (as defined below) on or about 19 March 2026.

Settlement of the Offer Shares is expected to take place on or about 23 March
2026. The Offer Shares allocated in the Private Placement will be settled on a
delivery-versus-payment (DVP) basis using existing and unencumbered shares in
the Company that are already listed on Euronext Growth Oslo. DVP will be
effected pursuant to a share lending agreement entered into between the
Company, the Managers and Passesta AS, a closely associated company to the
Company's chairperson Tore Engebretsen, as further described in the attached
PDMR notice (the "Share Lending Agreement").

As a result, the Offer Shares will be tradable on Euronext Growth Oslo
immediately following notification of allocation. The Managers will subscribe
for the Offer Shares, which, once issued pursuant to the Authorization, will
be delivered to Passesta AS in settlement of shares borrowed under the Share
Lending Agreement.

Following registration of the share capital increase pertaining to the Private
Placement with the Norwegian Register of Business Enterprises, the Company
will have a share capital of NOK 190,948.048 divided into 47,737,012 shares,
each with a nominal value of NOK 0.004.

Equal treatment of shareholders

The Private Placement represents a deviation from the shareholders'
preferential right to subscribe for the Offer Shares. The Board has carefully
considered the structure of the equity raise in light of the equal treatment
obligations under the Norwegian Private Limited Liability Companies Act and
believed it complies with these principles. In the Board's view, it is in the
common interest of the Company and its shareholders to expand the Company's
shareholder base with high-quality institutional investors and to conduct the
share capital increase in a fast and efficient manner at a lower cost and
completion risk compared to a rights issue. Further, the number of Offer
Shares, combined with a modest discount to current trading prices on Euronext
Growth Oslo, results in limited financial dilution for existing shareholders.

Potential Subsequent Offering

To mitigate the dilutive effect of the Private Placement, the board of
directors intends carry out a subsequent offering of up to 576,923 new shares
in the Company, equal to gross proceeds of NOK 30 million, at a subscription
price corresponding to the Offer Price in the Private Placement (the
"Subsequent Offering"). The Subsequent Offering will, if carried out, subject
to applicable securities law, be directed towards existing shareholders in the
Company as of 18 March 2026 (as registered in VPS two trading days thereafter)
who (i) were not included in the pre-sounding phase of the Private Placement,
(ii) were not allocated Offer Shares in the Private Placement, and (iii) are
not resident in a jurisdiction where such offering would be unlawful or would
(in jurisdictions other than Norway) require any prospectus, filing,
registration or similar action.

The Subsequent Offering is subject to the publication of a national prospectus
and the prevailing market price of the Company's shares together with the
corresponding trading volume following the Private Placement. The Board may
decide that the Subsequent Offering will not be carried out in the event that
the Company's shares trade below the Subscription Price at sufficient volumes.
The Company reserves the right in its sole discretion to not conduct or to
cancel the Subsequent Offering and will, if and when finally resolved, issue a
separate stock exchange notice with further details on the Subsequent
Offering.

Advisors

Nordea Bank Abp, filial i Norge and Pareto Securities AS (the "Managers") are
acting as managers and bookrunners in the Private Placement. Advokatfirmaet
Thommessen AS is acting as legal advisor to the Company in the Private
Placement.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 of the Norwegian Securities Trading Act. The stock
exchange announcement was published by CFO Knut Stålen, at the time and date
stated above in this announcement.

For further information, please refer to:

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

About Xplora

Xplora Technologies is a Norway-founded, technology company creating smart
devices, services and communication solutions for children, youth and seniors
that keep families connected, safe, and balanced. The company's purpose is to
build a safer and healthier digital life for all generations. As the pioneer
of the kids' smartwatch category in Europe, Xplora Technologies today serves
the full spectrum of family needs from early childhood to later life, through
its two brands Xplora and Doro. The company positions itself as a family-first
organization and a trusted advisor for parents and caregivers throughout the
digital journey, delivering the right technology at the right time. Xplora
Technologies is headquartered in Oslo, Norway with operations in leading
European markets and North America. The company is listed on Euronext Growth
under the ticker XPLRA.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Copies of this announcement are not being made
and may not be distributed or sent into any jurisdiction in which such
distribution would be unlawful or would require registration or other
measures. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under the US Securities Act, and accordingly may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the US Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering or their securities in the United States or to
conduct a public offering of securities in the United States. Any sale in the
United States of the securities mentioned in this announcement will be made
solely to "qualified institutional buyers" as defined in Rule 144A under the
US Securities Act and "major U.S. institutional investors" as defined in Rule
15a-6 under the United States Exchange Act of 1934.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression
"Prospectus Regulation" means Regulation 2017/1129, as amended, together with
any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at
persons in the United Kingdom that are (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth
entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only for relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that
it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect",
"anticipate", "strategy", "intends", "estimate", "will", "may", "continue",
"should" and similar expressions. The forward-looking statements in this
release are based upon various assumptions, many of which are based, in turn,
upon further assumptions. Although the Company believes that these assumptions
were reasonable when made, these assumptions are inherently subject to
significant known and unknown risks, uncertainties, contingencies and other
important factors which are difficult or impossible to predict and are beyond
its control.

Actual events may differ significantly from any anticipated development due to
a number of factors, including without limitation, changes in investment
levels and need for the Company's services, changes in the general economic,
political and market conditions in the markets in which the Company operate,
the Company's ability to attract, retain and motivate qualified personnel,
changes in the Company's ability to engage in commercially acceptable
acquisitions and strategic investments, and changes in laws and regulation and
the potential impact of legal proceedings and actions. Such risks,
uncertainties, contingencies and other important factors could cause actual
events to differ materially from the expectations expressed or implied in this
release by such forward-looking statements. The Company does not provide any
guarantees that the assumptions underlying the forward-looking statements in
this announcement are free from errors nor does it accept any responsibility
for the future accuracy of the opinions expressed in this announcement or any
obligation to update or revise the statements in this announcement to reflect
subsequent events. You should not place undue reliance on the forward-looking
statements in this document.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking
statements to reflect events that occur or circumstances that arise in
relation to the content of this announcement.

Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and
none of them accepts any responsibility for the contents of this announcement
or any matters referred to herein.

This announcement is for information purposes only and is not to be relied
upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities in the Company.
Neither the Managers nor any of their affiliates accepts any liability arising
from the use of this announcement.

More information:
Access the news on Oslo Bors NewsWeb site

668762_PDMR Private Placement.pdf