CodeLab Capital enters into agreement to acquire Agil Helse AS

Oslo, 29 April 2026

CodeLab Capital AS (“CodeLab” or the “Company”) is pleased to announce that it has today signed a share purchase agreement regarding the acquisition of 100% of the shares in Agil Helse AS (“Agil”) (the “Transaction”) for a purchase price of NOK 7.95 million.

Agil is a Norwegian provider of occupational health services (OHS), health, safety and environment services (HSE), and related courses to business customers. Agil had approximately 1,000 customers and NOK 26 million in revenue in 2025, with an EBITDA of NOK 0.7 million.

The 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.

Agil is considered a natural fit with and strategic add-on to CodeLab's existing portfolio company Kuba Norge AS (“Kuba”). The acquisition will strengthen CodeLab's position within OHS and HSE and combine two companies which complement each other in several aspects.

• Agil brings more nationwide coverage and an organization with in-house strong expertise on key OHS deliverables • Agil serves the full spectrum of customer segments and sizes, while Kuba has previously been forced to turn down large customers • Kuba brings an industry leading HSE software suitable for many of Agil’s customers • Agil has a strong track record of upselling and customer retention, which could prove valuable for Kuba The Company sees additional value creation potential through commercial collaboration, cross-selling, operational improvements, cost synergies, and leveraging CodeLab's existing infrastructure and capabilities across the Group.

“CodeLab has demonstrated a clear understanding of Agil's business. Throughout the process it has become increasingly clear that we share the same vision and ambition for the future. We cannot wait to start our journey together. Access to CodeLab’s platform and resources creates some really interesting opportunities for value creation going forward. CodeLab’s dedication to continue and furthermore strengthen the Agil business with both capital and resources are motivating for the entire organization. As founders, we look forward to continuing in our operational roles and becoming shareholders in CodeLab following completion of the transaction,” say André Glomsvoll and Stian Larsen, co-founders and principal shareholders of Agil.

“Agil is a strong strategic fit with CodeLab’s existing activities within HSE software and occupational health services. The company has built a solid position in its market, with an established customer base and a service offering that is highly complementary to Kuba. For CodeLab, it has been important that André and Stian remain actively involved in the business after closing. We are therefore pleased that they have agreed to continue developing Agil as part of the CodeLab platform and as shareholders in CodeLab. We are also very happy to welcome all of the selling shareholders of Agil as new shareholders in CodeLab,” says Anton Lorenz Bondesen, CEO of CodeLab.

TRANSACTION DETAILS

CodeLab will acquire 100% of the issued shares in Agil. The purchase price is NOK 7.95 million (subject to leakage adjustments from 31 March to closing), to be paid as follows:

• NOK 3 million shall be paid in cash at closing of the Transaction (the “Cash Settlement”). • The remaining consideration of NOK 4.95 million shall be settled through the issuance of 1,125,000 shares in CodeLab at closing, valued at NOK 4.40 per share (the "Consideration Shares"). • As part of the Transaction CodeLab shall repay shareholder loans of approximately NOK 5.2 million • CodeLab will furthermore consider adding capital to fund working capital and further strengthen the financial position of Agil

The Consideration Shares shall be subject to lock-up periods (50% released after 6 months and the remainder after 12 months).

Following completion of the Transaction, the founders and key management of Agil will continue in their operational roles in the company.

The Transaction is subject to standard closing conditions, including the approval of the Company’s shareholders in a general meeting for issuance of the Consideration Shares as well as certain other corporate approvals required.

ABOUT AGIL HELSE

Agil Helse AS is a Norwegian private limited company established in the occupational health services market in 2008. The company is an authorized occupational health service provider with its head office in Oslo and branch offices in Stavanger and Bergen.

Agil provides knowledge-based services to business customers within occupational health services (OHS), HSE and quality services (HSE), and health services. The company focuses on tailored solutions adapted to customers’ industries, regulatory requirements, needs and preferences.

The company's service offering includes occupational health service agreements, tailored HSE and health services, and courses and competence-building activities for managers, safety representatives, working environment committee members and employees. The course offering includes, among other things, working environment courses, HSE courses for management, and first aid courses.

Agil has an established customer base and a delivery model combining recurring customer relationships with additional services and larger enterprise engagements.

NEXT STEPS AND TIMELINE

CodeLab expects to complete the Transaction following satisfaction of the standard closing conditions. Further details regarding completion of the Transaction will be provided in due course.

Advokatfirmaet BAHR AS is acting as legal advisor to CodeLab in connection with the Transaction.

The information in this stock exchange announcement is considered inside information pursuant to the EU Market Abuse Regulation (MAR) and is published in accordance with section 5-12 of the Norwegian Securities Trading Act. The information is published at the time and date set out above.

For further information, please contact:

CEO Anton Lorenz Bondesen: alb@codelabcapital.com CFO Christoffer Mathiesen: cm@codelabcapital.com