CodeLab Capital: Four acquisitions to create a profitable NOK 400 million revenue company

Oslo, 17 September 2026

CodeLab Capital AS ("CodeLab" or the "Company") is contemplating four
simultaneous acquisitions (the "Contemplated Acquisitions") that would represent
a transformative step for CodeLab. The Company would, after completion, hold a
leading national platform within OHS and enter the e-health vertical.

Key financials and strategy

CodeLab has today published a company presentation (the "Presentation")
describing, among other things, the Contemplated Acquisitions, the underlying
market rationale and strategy, and the resulting group, attached to this
announcement and available on the Company's website. 

On a pro forma basis, assuming completion of and including all four Contemplated
Acquisitions, CodeLab estimates 2026E group revenue of approximately NOK 400
million and annual recurring revenue of approximately NOK 240 million, across a
combined base of approximately 15,000 business customers. The pro forma group is
expected to be profitable on EBITDA, with an identified path toward
approximately NOK 500 million in revenue by 2027, supported by potential
cross-sell synergies across verticals.

CodeLab's strategy is to pursue investments combining service delivery with
software and capturing synergies across the customer base through strong
distribution power. Following completion of the Contemplated Acquisitions, the
group structure is set and organized around three main verticals, with a
dedicated management team and board to drive execution and continued
buy-and-build activity across the portfolio.

The four Contemplated Acquisitions

Mdco. Reference is made to the stock exchange announcement of 3 September 2026,
in which CodeLab confirmed that it is in dialogue with Mdco Group ("Mdco")
(which includes Hjemmelegene) regarding a potential acquisition of 100% of the
shares in Mdco AS. 

Solvit. Reference is made to the stock exchange announcement of 19 June 2026, in
which CodeLab announced a non-binding term sheet for the potential acquisition
of 45% of the shares in a Norwegian healthcare software and IT services company,
the identity of which can now be confirmed as Solvit AS ("Solvit").

Two further OHS acquisitions. CodeLab is in addition contemplating two further
acquisitions within occupational health services, complementing Mdco and the
Company's existing OHS companies. 
Further information on the Contemplated Acquisitions can be found in the
Presentation.

Main terms

The Contemplated Acquisitions are expected to be settled primarily through the
issuance of new CodeLab shares at NOK 6 per share. Assuming completion of all
four Contemplated Acquisitions and the Contemplated Private Placement, existing
shareholders may be diluted by approximately 50%.

The Mdco shareholders are expected to receive 12 million CodeLab shares at
closing, plus an earn-out based on next year's EBITDA (the earn-out is capped at
NOK 48 million). 

The consideration contemplated to be paid in the other acquisitions consist of a
small cash component and issuance of new CodeLab shares at closing, plus a
deferred payment after 2 years. 

Details of the preliminary terms are outlined in the Presentation. It is
important to CodeLab to retain the flexibility to pay the proceeds in cash or
shares. Any payment after closing, i.e. earn-out and/or deferred payments, can
be settled with shares (the highest of NOK 6 per share and 30 day VWAP pre
payment). Final terms will be agreed as part of definitive transaction
documentation. The parties have agreed exclusivity to progress the processes.
All processes are still subject to satisfactory due diligence and financing
being obtained, and the Company emphasises that no definitive transaction
agreements have been entered into for the Contemplated Acquisitions. There can
be no assurance that the Contemplated Acquisitions will be completed on the
terms contemplated or at all.

Contemplated private placement

To fully fund the Contemplated Acquisitions and the resulting group, including
working capital and de-leveraging, CodeLab is contemplating a private placement
of new shares raising gross proceeds of approximately NOK 30-40 million (the
"Contemplated Private Placement"). The Company intends to conduct market
soundings with selected investors in this connection before any decision is made
on whether to proceed with the Contemplated Private Placement.

Key shareholders and management in CodeLab, together with key selling
shareholders in the target companies, have indicated strong support for
participating in the Contemplated Private Placement, at the same price as for
the settlement shares. Final terms, including subscription price, will be
determined by the Board if the Company decides to launch the Contemplated
Private Placement. 

If launched, the Contemplated Private Placement is expected to be directed at
professional investors and other eligible investors on terms exempting the
offering from the prospectus and registration requirements under applicable
securities laws in Norway and other jurisdictions.

The Board of CodeLab has not made any decision to launch or carry out the
Contemplated Private Placement or any other capital raise, and there is no
certainty that any of the Contemplated Acquisitions or the Contemplated Private
Placement will be completed, or on what terms. The Contemplated Acquisitions
remain subject to, among other things, due diligence, financing and agreement on
final transaction documentation.
For more information, please contact:

Anton Bondesen, CEO, alb@codelabcapital.com, +47 403 22 266
Christoffer Mathiesen, CFO, cm@codelabcapital.com, +47 924 10 289
please contact:\
\
Anton Bondesen\, CEO\, alb@codelabcapital.com\, +47 403 22 266\
Christoffer Mathiesen\, CFO\, cm@codelabcapital.com\, +47 924 10 289\