KORE Group (KORE) Proxy filing summary

Executive summary

• Three major shareholders entered into Rollover, Voting and Support Agreements to support a merger in which all outstanding common shares will be converted into the right to receive $9.25 per share in cash, except for shares contributed to the acquiring parent entity or held by dissenting shareholders.

• The agreements ensure these shareholders will vote in favor of the merger and contribute their shares to the parent entity in exchange for partnership interests, not cash.

• The merger is subject to customary closing conditions and regulatory approvals, with forward-looking statements highlighting risks such as failure to close or obtain shareholder approval.

Voting matters and shareholder proposals

• Shareholders Dotmar Investments Limited, Richard Burston, and Terrdian Holdings Inc. agreed to vote all their shares in favor of the merger and related transactions.

• The agreements include lock-up and standstill provisions, restricting transfers and acquisitions of additional shares until closing or termination.

• Shareholders must vote against any competing transactions or proposals that could impede or delay the merger.

Related party transactions

• Each Rollover, Voting and Support Agreement details the exchange of shares for partnership interests in the parent entity, with no cash consideration for the contributed shares.

• The agreements include mutual releases of claims between the company and the shareholders, effective at closing, relating to periods prior to the merger.