PRELIMINARY RESULT: BIDDER REACHES OVER 90% IN SPIR GROUP ASA AT THE END OF THE OFFER PERIOD

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, 13 February 2026.

Bidco Clover AS (the "Bidder") today announces a preliminary result of over 90% of Spir Group ASA’s (the "Company") share capital by the end of the offer period today at 16:30 CET under its voluntary cash offer.

Reference is made to the stock exchange announcement published on 19 December 2026 regarding the launch of a voluntary cash offer by the Bidder for all issued and outstanding shares (the "Shares") in 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"). Further reference is made to the stock exchange announcements published on 16 January 2026 and 30 January 2026 regarding the extensions of the offer period to 30 January 2026 at 16:30 (CET) and 13 February 2026 at 16:30 (CET), respectively.

By the end of the offer period today at 16:30 CET, the Bidder has received acceptances under the Offer, which taken together with 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, exceed 90% of the issued and outstanding share capital and voting rights in the Company. Please note that the calculation of the number of Shares tendered in the Offer is preliminary and is subject to customary verification by the receiving agent. The final result of the Offer will be announced once confirmed by the receiving agent. Settlement of the Offer will take place pursuant to the terms and conditions set out in the Offer Document no later than 27 February 2026. Settlement of the Offer will remain subject to the other Closing Conditions set out in section 1.3 of the Offer Document until the settlement of the Offer.

Following completion of the Offer, the Bidder intends to carry out a compulsory acquisition of the remaining Shares pursuant to Section 4-25 of the Norwegian Public Limited Liability Companies Act and Section 6-22 of the Norwegian Securities Trading Act and pursue a delisting of the Shares from the Oslo Stock Exchange. A separate stock exchange announcement will be published regarding the timing of the delisting.

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.