Oslo, Norway ,8 June 2022 - Reference is made toKahoot! ASA's (the "Company" or "Kahoot !") stock exchange announcement made on2 September 2021 regarding completion of the acquisition of all the shares inClever, Inc ("Clever"), and to the stock exchange announcement made on27 May 2022 regarding the exercise of 23,112 restricted stock units ("RSUs"). In accordance with the transaction agreement entered into betweenKahoot ! and the sellers of Clever (the "Clever Agreement"), a deferred consideration element of the following payment tranches shall be paid in the second quarter of 2022; (i) a Contingent Consideration (the "Clever Contingent Consideration (2021)"), (ii) a Closing Consideration and Second Deferred Consideration (the "Clever Closing and Second Deferred Consideration"), and (iii) a contingent consideration ("Clever Contingent Consideration (Operations)"). The Clever Contingent Consideration (2021), Clever Closing and Second Deferred Consideration, and Clever Contingent Consideration (Operations) shall be settled in a combination of approximatelyUSD 2.94 million in cash and the issuance of 39,379 consideration shares. The Board of Directors of the Company has accordingly today resolved to increase the share capital of the Company withNOK 3,937.90 by the issuance of 39,379 consideration shares to the sellers of Clever, whereof 6,160 shares were issued at a subscription price ofNOK 31.63 per share, 31,196 shares at a subscription price ofNOK 64.77 per share, and 2,023 shares at a subscription price ofNOK 48.08 per share in accordance with the Clever Agreement and pursuant to the authorization granted by the annual general meeting on27 May 2022 . The consideration shares are subject to a 12-month lock-up period from the issuance date. The total maximum consideration for the Clever acquisition is an enterprise value ofUSD 500 million . ApproximatelyUSD 459 million has now been settled. The remaining portion of the consideration is expected to be settled over the coming years by a combination of approximately 82% cash and 18% consideration shares in accordance with the Clever Agreement. Further, the Board of Directors of the Company has resolved to increase the share capital withNOK 2,311.20 by the issuance of 23,112 new shares in connection with the exercise of RSUs. Following the issuances of 39,379 consideration shares and 23,112 shares as settlement for RSUs resolved by the Board of Directors today, the new share capital of the Company isNOK 48,921,364.10 , divided into 489,213,641 shares, each with a nominal value ofNOK 0.10 . For further information please contact: Ken Østreng, CFO Phone: +47 911 51 686 Email: keno@kahoot.comJonas Forslund , Director Investor Relations Phone: +358 40 595 0968 Email: jonasf@kahoot.com This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. AboutKahoot !Kahoot ! is on a mission to make learning awesome! We want to empower everyone, including children, students, and employees to unlock their full learning potential. Our learning platform makes it easy for any individual or corporation to create, share, and host learning sessions that drive compelling engagement. Launched in 2013,Kahoot !'s vision is to build the leading learning platform in the world. Since launch,Kahoot ! has hosted hundreds of millions of learning sessions with over 7 billion participants (non-unique) in more than 200 countries and regions. TheKahoot ! Group includes Clever, the leading US K-12 EdTech learning platform, together with the learning apps DragonBox, Poio, Drops, Actimo, Motimate, and Whiteboard.fi. TheKahoot ! Group is headquartered inOslo, Norway with offices in the US, theUK ,France ,Finland ,Estonia ,Denmark ,Spain andPoland .Kahoot ! is listed on theOslo Stock Exchange under the ticker KAHOT. Let's play!
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