CODE: 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.
Transaction\, including the identity of the Target\,\
will be provided in due course.\