NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINCANADA ,AUSTRALIA ,NEW ZEALAND ,SOUTH AFRICA ,JAPAN ,HONG KONG , OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.Oslo ,5 January 2024 Reference is made to the offer document dated15 November 2023 (the "Offer Document") for the mandatory offer (the "Offer") by Kangaroo BidCo AS (the "Offeror") to acquire all outstanding shares ("Shares") inKahoot! ASA ("Kahoot !" or the "Company") not already owned by the Offeror, at a cash consideration ofNOK 35.00 per share (the "Offer Price "). Further reference is made to the announcement dated22 December 2023 regarding the Offeror's passing of the 90% threshold through acceptances of the Offer, and to the announcement dated29 December 2023 of the preliminary results of the Offer following expiry of the offer period (the "Offer Period") on28 December 2023 at 16:30 (Norwegian Time). The Offer was accepted for a total of 48,586,737 Shares, which, taken together with the 414,176,959 Shares held by the Offeror at commencement of the Offer Period, and the 4,219,852 Shares acquired outside of the Offer during the Offer Period, equals 466,983,548 Shares, representing approximately 94.75% of the share capital and voting rights in the Company. Settlement of the Offer will be made pursuant to the terms of the Offer Document and will take place no later than11 January 2024 , being fourteen (14) calendar days after the date of expiry of the Offer Period, following which, the Offeror intends to proceed with a compulsory acquisition of the remaining Shares pursuant to section 4-25 of the Norwegian Public Companies Act and section 6-22 of the Norwegian Securities Trading Act. For further information on the Offer, refer to the Offer Document which, subject to regulatory restrictions in certain jurisdictions, is available at the website of the receiving agent, Danske Bank Norwegian Branch: https://danskebank.no/Kahoot Subject to regulatory restrictions in certain jurisdictions, the Offer Document may also be obtained free of charge during ordinary business hours at the offices of the receiving agent, Danske Bank Norwegian Branch, Bryggetorget 4, N-0250Oslo, Norway . Media relations ForGoldman Sachs Joseph Stein, Corporate Communications Phone: +44 207 774 4080 Important notice The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation,Canada ,Australia ,New Zealand ,South Africa ,Hong Kong andJapan . The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons inthe United States should review "Notice toU.S. Holders" below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is for information purposes only and is not a tender offer document and, as such, is not intended to and does not constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer Period has now expired. Accordingly, investors may no longer accept the Offer. Offers have not been made and will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken inNorway . No profit forecasts or estimates No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per Share for the current or future financial years would necessarily match or exceed the historical published earnings or earning per Share. Forward-looking statements This announcement, oral statements made regarding the Offer, and other information published by the Offeror and/orKahoot ! may contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which theKahoot ! group will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward-looking statements contained in this announcement relate to theKahoot ! group's future prospects, developments and business strategies, the expected timing and scope of the Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses, contract renewals and future prospects; (ii) business and management strategies and the expansion and growth ofKahoot !'s operations; and (iii) the effects of global economic and political conditions and governmental regulation onKahoot !'s business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. NeitherKahoot ! nor the Offeror nor any member of their respective groups, nor any of their respective members, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements. The forward-looking statements speak only at the date of this document. All subsequent oral or written forward-looking statements attributable to any member of theKahoot ! group, the Offeror or any member of their respective group, or any of their respective members, associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.Kahoot !, the Offeror and each member of their respective groups expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise. Notice toU.S. HoldersU.S. Holders (as defined below) are advised that the Shares are not listed on aU.S. securities exchange and that the Company is not subject to the periodic reporting requirements of theU.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with theU.S. Securities and Exchange Commission (the "SEC ") thereunder. The Offer will be made to holders of Shares resident inthe United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated toU.S. Holders on a basis comparable to the method that such documents are provided to the Company's other Shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else. The Offer was made toU.S. Holders pursuant to Section 14(e) and Regulation 14E under theU.S. Exchange Act as a "Tier I" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be applicable underU.S. domestic tender offer procedures and law. Pursuant to an exemption from Rule 14e-5 under theU.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outsidethe United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public inNorway , such information will be disclosed by means of an English language press release via an electronically operated information distribution system inthe United States or other means reasonably calculated to informU.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. Neither theSEC nor any securities supervisory authority of any state or other jurisdiction inthe United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by theSEC or any securities supervisory authority inthe United States . Any representation to the contrary is a criminal offence inthe United States .
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