CodeLab Capital enters into term sheet for potential acquisition in the occupational health services segment

Oslo, 9 July 2026

CodeLab Capital AS (“CodeLab” or the “Company”) has entered into a non-binding term sheet regarding a potential acquisition of 100% of the shares in a Norwegian authorized provider (the “Target”) of occupational health services (“OHS”) (the “Transaction”).

Reference is made to the stock exchange notice published on 30 June 2026, in which CodeLab announced a secured loan to the same Target.

The contemplated Transaction forms part of CodeLab’s strategy of building a scalable platform of companies with recurring revenues, attractive market positions and value creation potential through operational improvements and M&A.

For confidentiality reasons, the identity of the Target will be disclosed at a later point in time.

If completed, the Target would become the third company in CodeLab’s portfolio within the OHS and systematic health, safety, and environment (HSE) segments, alongside Kuba Norge AS (“Kuba”) and Agil Helse AS (“Agil”), and is considered a natural fit with and strategic add-on to both:

- The Target would add significant scale to CodeLab’s OHS business and establish a broader geographic footprint with a service offering suitable for every customer segment.

- The Target brings an established customer base with recurring revenue agreements, complementing Kuba's and Agil’s customer portfolio and strengthening the combined platform’s market position

- The Target’s established OHS delivery capacity and competencies would broaden the occupational health services available to Kuba’s and Agil’s existing and future customers

- Kuba’s HSE software platform represents a cross-selling opportunity toward the Target’s customer base

- The combined group would be able to leverage shared infrastructure, delivery capacity and expertise across three complementary companies in the same segment

CodeLab sees additional value creation potential through commercial collaboration, cross-selling, operational improvements, cost synergies, and the use of CodeLab’s existing infrastructure and capabilities across the Group.

“This would be a milestone transaction in our ambition to build the leading platform within OHS and HSE in Norway. Together with Kuba and Agil, the Target would give us the scale, coverage and capabilities to serve customers of all sizes across the country” says Anton Lorenz Bondesen, CEO of CodeLab.

Under the term sheet, CodeLab contemplates acquiring 100% of the shares in the Target. The consideration is structured to preserve CodeLab’s cash position and ensure long-term alignment between the sellers and CodeLab’s shareholders:

- The majority of the equity value is expected to be settled through consideration shares in CodeLab (the “Consideration Shares”)

- The remainder of the equity value is expected to be deferred as seller credit

- As with previous acquisition by CodeLab with use of the CodeLab shares, the Company expect and aims to issue the Consideration Shares at a substantial premium to the current share price levels

- The Consideration Shares are expected to be subject to lock-up periods

The Transaction remains subject to customary conditions, including completion of due diligence, agreement on final transaction documentation, necessary corporate approvals and potential financing. No assurance can be given that the Transaction will be completed.

Further details regarding the Transaction, including the identity of the Target, will be provided in due course.