KORE Group (KORE) Proxy filing summary

Executive summary

• A special meeting is scheduled for July 16, 2026, to vote on a merger agreement where shareholders will receive $9.25 per share in cash if the merger is approved and completed.

• The merger involves KONA Parent, L.P., KONA Merger Sub Co., and is backed by Searchlight Capital Partners and Abry Partners, with the company becoming a subsidiary of Parent.

• The board formed a Special Committee of independent directors to evaluate the merger, which unanimously recommended the transaction as fair and in the best interests of shareholders.

• The board, excluding directors affiliated with Searchlight and Abry, unanimously approved the merger and recommends shareholders vote in favor.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) an advisory (non-binding) vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if more time is needed to solicit votes.

• Approval of the merger requires both a majority of all outstanding shares and a majority of votes cast by disinterested shareholders.

• Abstentions and broker non-votes count as votes against the merger for the company-wide approval but not for the disinterested shareholder approval.

Board of directors and corporate governance

• The Special Committee, composed of independent and disinterested directors, led the negotiation and evaluation process, including hiring independent legal and financial advisors.

• The Special Committee and board considered strategic alternatives, including remaining a standalone public company, and determined the merger was the best available option.

• The merger agreement includes provisions for the post-merger board and management structure, with directors of Merger Sub becoming directors of the surviving corporation.