Reference is further made to the stock exchange announcement on 2 November 2023 regarding the transfer of 19,562,085 shares in Kahoot! by certain investors and members of the Kahoot! management team (the “Management Investors”) to KMAN AS (“KMAN”). In the stock exchange announcement on 2 November 2023, it was due to a calculation error announced that Eilert Hanoa, through his close associates KMAN and Glitrafjord AS, had, for an interim period, increased his consolidated holding of votes and capital in Kahoot! from 41,283,910 shares to 60,845,995 shares, equal to a change in ownership interest from 8.38% to 12.35%. The correct holding of votes and capital in Kahoot! held by Eilert Hanoa, through his close associates KMAN and Glitrafjord AS, following the transfer of shares by the Management Investors to KMAN on 2 November was 58 540 995 shares, equal to an ownership interest of 11.88%. Pursuant to the Investment Agreement (as further described in the stock exchange announcement regarding the announcement of the Offer on 14 July 2023), the following close associates of primary insider Eilert Hanoa (Kahoot! CEO) have today transferred shares in Kahoot! to a settlement account of Danske Bank (the “Settlement Account”) in connection with the settlement of the transactions contemplated by the Investment Agreement, as further specified below: (i) Glitrafjord AS has transferred its remaining holding of 38,978,910 shares in Kahoot! to the Settlement Account, and (ii) KMAN has transferred a total of 19,561,125 shares in Kahoot! to the Settlement Account. On 9 November 2023, in connection with the settlement of the Offer, the above Kahoot! shares will be transferred from the Settlement Account to the Offeror against settlement in the form of a combination of cash payment and new shares in the Offeror, at a price per Kahoot! share equal to the Offer Price. By the above transfer from the Settlement Account to the Offeror, Glitrafjord AS will decrease its holding of votes and shares in Kahoot! from 38,978,910 to zero, equal to a change in ownership interest from 7.9% to 0%. Further, Eilert Hanoa, through his close associates KMAN and Glitrafjord AS, will decrease his consolidated holding of votes and shares in Kahoot! from 58,540,995 shares to 960 shares, equal to a change in ownership interest from 11.88% to 0.0002%. KMAN will transfer the remaining 960 Kahoot! shares to the Offeror for the Offer Price at a later stage. Required notifications are attached to this stock exchange announcement.
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This information is subject to the disclosure requirements in Regulation EU 596/2014 (MAR) article 19 number 3 and section 5-12 of the Norwegian Securities Trading Act.