NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG
KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.  

Oslo, 2 February 2026 at 08:30 (CET).
 
Reference is made to the stock exchange announcement published on 19 December
2025 regarding the launch of a voluntary cash offer by Bidco Clover AS (the
"Bidder") for all issued and outstanding shares (the "Shares") in Spir Group ASA
(the "Company") not already directly or indirectly controlled by the Bidder at
an offer price of NOK 8.567 per share (the "Offer"), as further set out in the
offer document dated 18 December 2025 (the "Offer Document"). Reference is
further made to the stock exchange announcements published by the Company on 16
January 2026 (including waiver of the Closing Condition relating to Regulatory
Approvals) and 30 January 2026 (including waiver of the Closing Condition
relating to Minimum Acceptance) regarding the extensions of the offer period for
the Offer until 30 January 2026 and 13 February, respectively, at 16:30 CET.

As of 08:00 (CET) on the date hereof, and subject to customary verification, the
Bidder has received ordinary acceptances of the Offer for a total of 30,656,659
Shares, representing approximately 23.06% of all Shares. Including Shares under
an agreement between the Bidder and the four largest shareholders of the
Company, Karbon Invest AS, Carucel Finance AS, Stella Industrier AS/Stella AS
and Varner Kapital AS, and pre-commitments from certain shareholders in the
Company, the Bidder has received acceptances of the Offer, including
pre-commitments, for a total of 119,140,128 Shares, corresponding to
approximately 89.61% of all Shares. The Bidder currently owns 0 Shares.

The Offer is only capable of being accepted pursuant to the Offer Document, and
the complete terms and conditions for the Offer, including a description of the
procedures for accepting the Offer, are set out in the Offer Document. Subject
to regulatory restrictions in certain jurisdictions, the Offer Document is
available at the following webpage: https://www.nordea.com/en/spir-group and may
be obtained free of charge during ordinary business hours at the offices of the
receiving agent, Nordea Bank Abp, filial i Norge.

ADVISERS

Nordea Bank Abp, filial i Norge is acting as sole financial advisor and
receiving agent and AGP Advokater AS is acting as legal advisor to the Bidder.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to the Company. 

MEDIA CONTACTS

Spir Group: Rolv Erik Ryssdal, Chairperson. Email: rolv.erik.r@gmail.com, Tel:
+47 91 60 02 00
Bidder: Christian Breddam, CEO Karbon Invest AS. Email:
Christian.breddam@karbon.no, Tel +47 93 94 93 93 

IMPORTANT INFORMATION 

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong, or any other jurisdiction in
which such would be unlawful. The Bidder does not assume any responsibility in
the event there is a violation by any person of such restrictions. Persons in
the United States should review "Notice to U.S. Holders" below. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions. 

This announcement is for information purposes only and is not a tender offer
document and, as such, is not intended to constitute or form any part of an
offer or the solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway. 

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.


The Offer relates to shares of a Norwegian company listed and trading on the
Euronext Oslo Børs and is subject to the legal provisions of the Norwegian
Securities Trading Act regarding the implementation and disclosure requirements
for such an offer, which differ substantially from the corresponding legal
provisions of the U.S. The Offer will be made to holders of Shares resident in
the United States ("U.S. Holders") on the same terms and conditions as those
made to all other holders of Shares of the Company to whom an offer is made. Any
information documents, including the Offer Document, will be disseminated to
U.S. Holders on a basis comparable to the method that such documents are
provided to the Company's other Shareholders to whom an offer is made. The Offer
will be made by the Bidder and no one else. 

The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E
under the U.S. Exchange Act, and otherwise in accordance with the requirements
of Norwegian law. Accordingly, the Offer is subject to disclosure and other
procedural requirements timetable, settlement procedures and timing of payments,
that are different from those that would be applicable under U.S. domestic
tender offer procedures and law. Furthermore, the payment and settlement
procedure with respect to the Offer will comply with the relevant rules of the
Norwegian Securities Trading Act, which differ from payment and settlement
procedures customary in the U.S.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Bidder
and its affiliates or brokers (acting as agents for the Bidder or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisors to the Bidder
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such
securities.
 
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.