Telenor Sverige AB (“Telenor”) announced earlier today, 6 November 2026, that it had acquired all shares in Bahnhof AB (publ) (“Bahnhof” or the “Company”) held by Jon Karlung, Andreas Norman and their wholly-owned company K.N. Telecom AB (“KNT”), as well as by Investment AB Öresund, representing in aggregate 57.5 per cent of the shares and 87.9 per cent of the votes in Bahnhof (collectively, the “Acquisitions”). In connection therewith, Telenor also announced a mandatory offer to acquire all remaining shares in Bahnhof for a consideration of SEK 62 in cash per share (the “Offer”) and published an offer document relating to the Offer. The Offer has been made as a result of the mandatory bid obligation arising after Telenor exceeded the mandatory bid threshold under the Takeover Rules for certain trading platforms (the “Takeover Rules”).
For further information regarding the Offer, please refer to the press release concerning the Offer, which is available on Telenor’s website (www.telecom-offer.com). Telenor has published an offer document relating to the Offer today, 6 November 2026. The acceptance period for the Offer commences on 9 November 2026 and ends on 7 December 2026 at 17:00 CET. The Offer is unconditional and will be completed irrespective of the level of acceptance. Shareholders who accept the Offer are therefore not entitled to withdraw their acceptance.
The independent committee issuing this comment comprises the board members Jens Nylander, Eric Hasselqvist, Anders Jensen and Anna Åhr. The independent committee has been formed for the purpose of handling matters relating to the transaction. Board member and Chief Executive Officer Jon Karlung and board member Andreas Norman have transferred all their shares, both directly and indirectly through KNT, to Telenor through the Acquisitions. Against this background, Jon Karlung and Andreas Norman are deemed to have a conflict of interest pursuant to Rule II.18 of the Takeover Rules, and they have therefore not participated and will not participate in the handling of or decisions concerning the Acquisitions or the Offer.
The independent committee of the Board of Directors of Bahnhof will, in good time and no later than two weeks before the expiry of the acceptance period for the Offer, publish its opinion on the Offer and set out the reasons for such opinion in accordance with the Takeover Rules, as well as obtain and publish a valuation opinion (a so-called “fairness opinion”) from ABG Sundal Collier.
The independent committee has engaged ABG Sundal Collier as financial adviser and Roschier Advokatbyrå AB as legal adviser in connection with the Offer.
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Stockholm, 6 November 2026
Bahnhof AB (publ)
The Board’s Independent Committee
For further information, please visit www.bahnhof.se or contact:
Jens Nylander, Chairman of the Board and spokesperson for the Independent Committee
E-mail: jens@jnylander.se
Tel.: 073-367 08 82
Markus Eriksson, Head of Marketing and Communications at Bahnhof
E-mail: markus.eriksson@bahnhof.net
Tel.: 072-055 00 11