Pursuant to an Investment Agreement dated 14 July 2023 (as further described in the stock exchange announcement regarding the announcement of the Offer on 14 July 2023), certain investors and members of the Kahoot! management team (the “Management Investors”) have undertaken to co-invest in the Offeror through a co-investment vehicle, KMAN AS (“KMAN”). The Management Investors have today therefore as the first step in this process transferred a total of 19,562,085 shares in Kahoot! to KMAN at a price per share of NOK 35, i.e. equal to the Offer Price. These shares will be transferred to the Offeror in connection with the settlement of the Offer which is to occur no later than 9 November 2023.
In accordance with the Investment Agreement, the following primary insider and close associates of primary insiders have transferred shares in Kahoot! to KMAN at a price per share equal to the Offer Price, as further specified below:
• Glitrafjord AS, a close associate of Eilert Giertsen Hanoa (CEO), has transferred 2,305,000 shares in Kahoot!.
• Newbrott AS, a close associate of Åsmund Grytting Furuseth (CPO), has transferred all its 7,606,000 shares in Kahoot!.
• JEMS Holding AS, a close associate of Jostein Nydahl Håvaldsrud (CTO), has transferred all its 460,000 shares in Kahoot!.
• Eikum AS, a close associate of Lars Erik Grønntun (COO), has transferred all its 1,119,960 shares in Kahoot!.
• Ken Østreng (CFO) has transferred all his 45,000 shares in Kahoot!.
Following the above transfers, Åsmund Grytting Furuseth, Lars Erik Grønntun and Ken Østreng do not hold any shares in Kahoot!. Jostein Nydahl Håvaldsrud holds 97 shares personally, and Eilert Giertsen Hanoa holds 38,978,910 shares in Kahoot! through Glitrafjord AS, a company wholly owned by Eilert Giertsen Hanoa through AS Real-Forvaltning.
Required notifications are attached to this stock exchange announcement.
KMAN is currently a wholly owned subsidiary of Glitrafjord AS, a company wholly owned by Eilert Giertsen Hanoa through AS Real-Forvaltning. Following the above transfers of Kahoot! shares by the Management Investors to KMAN, Eilert Giertsen Hanoa, through his close associates KMAN and Glitrafjord AS, will for an interim period until the other Management Investors become KMAN shareholders upon registration of a share capital increase in that company increase 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%.
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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.