Xplora Technologies AS announces corrected outcome of the public offer to the shareholders of DORO AB.

Press release 15 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"). 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").

On 13 January 2025, the Bidder announced that the Offer had been accepted by holders of 21,666,299 shares in Doro, which together with the shares the Bidder acquires through the Call Option meant that the Bidder had received acceptance to acquire in total approximately 93.33 per cent of the share capital and of all outstanding shares and votes in Doro, and declared the Offer unconditional and closed.

Today, on 15 January 2025, the Bidder announces a corrected outcome, as it has come to the Bidder's knowledge that the Offer on 13 January 2025 had been correctly accepted by holders of 20,436,299 shares in Doro, which together with the Call Option corresponds to approximately 88.32 per cent of the share capital and of all outstanding shares and votes in Doro.

Corrected outcome

Due to circumstances beyond the Bidder's control, an incorrect number of shares has been registered for acceptance by a nominee bank. This means that the correct final outcome amounts to 20,436,299 shares in Doro, which together with the Call Option corresponds to approximately 88.32 per cent of the share capital and of all outstanding shares and votes in Doro.

Today, the Bidder announces that the Offer remains declared unconditional, meaning that the Bidder has waived the fulfilment condition of 90 per cent. Consequently, the Offer remains closed. For the shares in Doro that have been tendered in connection with the Offer at the expiration of the acceptance period, payment of consideration is expected to commence on or around 20 January 2025 as previously communicated.

As previously communicated, the Bidder intends to work towards acquiring all remaining shares in Doro.

Compulsory buy-out and delisting

On 13 January 2025, the Bidder announced an intention to initiate a compulsory buy-out in accordance with the Swedish Companies Act (2005:551) in order to acquire all remaining shares in Doro and, in connection therewith, to work towards delisting the shares in Doro from Nasdaq.

Given that the Bidder has not achieved more than 90 per cent ownership in Doro, the Bidder currently has no intention to initiate a compulsory buy-out or delisting.

However, in the event that the Bidder, following the Offer or otherwise in accordance with applicable takeover rules and good practice in the Swedish stock market, becomes the owner of shares corresponding to more than 90 per cent of the total number of shares in Doro, the Bidder intends to initiate a compulsory buy-out in accordance with the Swedish Companies Act (2005:551) in order to acquire all remaining shares in Doro. In connection therewith, the Bidder also intends to work towards delisting the shares in Doro 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 15 January 2025, Oslo

This information is information that Xplora Technologies AS is obliged to make public pursuant to article 17 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 22:45 CET on 15 January 2025. For additional information regarding the Offer, please contact:

Xplora Technologies AS

Sten Kirkbak, CEO
Mobile: +47 92203710
E-mail: [email protected]

Knut Stålen, CFO
Mobile: +47 92043458
E-mail: [email protected]

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.