CODELAB CAPITAL AS
CODE
ADDITIONAL REGULATED INFORMATION REQUIRED TO BE DISCLOSED UNDER THE LAWS OF A MEMBER STATE
CodeLab Capital AS – key information regarding the private placement and settlement of the Agil Helse transaction
Oslo, 3 June 2026
Reference is made to the stock exchange announcements made by CodeLab Capital AS (the "Company") on 29 April 2026, regarding the acquisition of Agil Helse AS and the contemplated private placement (the "Private Placement") of new shares. Reference is also made to the Company’s notice to and minutes of the AGM, published 4 May and 20 May respectively, where the AGM approved the issuance of shares in connection with the Private Placement and authorized the Board to issue shares as settlement in the Agil Helse AS transaction.
- CodeLab Capital has successfully closed the Private Placement, raising NOK 17 million at NOK 4 per share. The proceeds have been received, and the shares will be registered as soon as possible.
- The Agil Helse transaction is closed and the board has through its authorization from the AGM resolved to issue 1 050 009 shares as settlement at a subscription price of NOK 4,4 per share.
- After the transactions, the issuance of shares and the registration of the share capital increase the Company will have 19 754 924 shares with a share capital of NOK 48 788 286,49681.
- The broad participation in the Private Placement, including commitments from founders, management, board members and new investors, provides strong internal and external validation of the Company's strategic direction and growth ambitions. The successful completion of both the capital raise and the Agil Helse acquisition further strengthens CodeLab Capital's platform for continued expansion and value creation.
The Private Placement The Company has allocated 4 250 000 new shares in the Private Placement, at the offer price of NOK 4 per share, raising gross proceeds of NOK 17.0 million. The proceeds have already been received by the Company. The net proceeds to the Company from the Private Placement will be used to partially finance the acquisition and deleveraging by the Company of Agil Helse AS and for general corporate purposes. The following primary insiders were allocated shares in the Private Placement: Anton Bondesen, CEO, was allocated 1 000 000 shares. Nikolaj Helsinghoff Valentin, Board member, was allocated 25 000 shares Please see the attached forms for further details of the allocation of new shares to primary insiders.
Settlement The shares will be delivered to applicants and tradeable on Euronext Growth Oslo as soon as possible following registration of the share capital increase with the Norwegian Register of Business Enterprises and issuance of the shares in Euronext Securities Oslo (VPS).
Subsequent Offering and equal treatment considerations Reference is made to the notice to AGM 5 May 2026. The issuance of new shares in the Private Placement implied a derogation from the existing shareholders' preferential rights. The board considered the structure of the equity raise in light of the equal treatment obligation under the Norwegian Private Limited Liability Companies Act and Euronext Growth Oslo Rule Book II for companies listed on Euronext Growth Oslo, as well as the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The Private Placement made it possible for the Company to secure equity capital financing of transactions. Further, the Private Placement, in the view of the board, compared to a rights issue, reduced completion risk and made it possible for the Company to take advantage of the market conditions and raise capital in an efficient manner. In addition, it is of material significance that investors have for a prolonged period had the opportunity to trade the share at prices significantly below the subscription price in the Private Placement, including the closing price the day prior to announcement. The significant price differential between the price in the Private Placement and the market price prior to and after announcement indicates that the Private Placement is not to the detriment of existing shareholders. The Board is therefore of the view that the derogation was and is in the common interest of both the Company and existing shareholders.
Payment of the Agil Helse transaction with CodeLab Capital shares Part of the consideration in the Transaction shall be settled through a share capital increase in the Company, whereby the payment claim of NOK 4 620 039,6 held by the sellers in the Transaction against the Company (the "Claim") shall be set off against the subscription amount for the new shares issued in the share capital increase. Authorization for the Board of Directors to issue the new shares in the share capital increase was granted by the Company's general meeting on 20 May 2026 (item 7). Pursuant to the authorization granted to the Board of Directors by the annual general meeting on 20 May 2026, the Board has resolved to issue 1 050 009 shares. The subscription price per share is NOK 4,40 and the total subscription amount is therefore NOK 4 620 039,6 (of which NOK 2 593 183,34590 shall constitute share capital and NOK 2 026 856, 25410 shall constitute share premium). The new shares were subscribed for by B A Wahl Invest AS (902,621 shares), Agil Gruppen AS (37,500 shares), and Katrine Arnesen Wahl (109,888 shares). The subscription amount was settled in full by way of set-off against the Claim held by the subscribers against the Company. The new shares shall carry full shareholder rights in the Company, including the right to dividends, from and including the date of registration of the share capital increase with the Norwegian Register of Business Enterprises.
For further information, please contact: Anton Bondesen, CEO: alb@codelabcapital.com Christoffer Mathiesen, CFO: cm@codelabcapital.com