INTENTION TO LAUNCH RECOMMENDED VOLUNTARY OFFER OF NOK 8.567 PER SHARE TO THE SHAREHOLDERS OF SPIR GROUP ASA

27 Nov 2025 08:30 CET

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Oslo, 27 November 2025 at 08:30 CET.

Spir Group ASA (the "Company") today announces the agreement for a recommended
voluntary cash offer (the "Offer") by BidCo Clover AS (the "Bidder"), to acquire
all issued and outstanding shares in the Company (the "Shares") not already
directly or indirectly controlled by the Bidder at an offer price of NOK 8.567
per Share (the "Offer Price").

The Offer is being made by the Bidder, a newly established acquisition vehicle
wholly owned by HoldCo Clover AS, which is owned by the four largest
shareholders of the Company, Karbon Invest AS, Carucel Finance AS, Stella
Industrier AS/Stella AS and Varner Kapital AS. The Bidder will directly or
indirectly control approximately 66.55% of the Shares prior to completion of the
Offer.

The Bidder has received pre-commitments to accept the Offer from shareholders of
the Company (the "Shareholders"), including from board members and the executive
management of the Company, who together hold 5,399,125 Shares representing
approximately 4.1% of the Shares as at the date of this announcement (the
"Pre-Acceptances"). In addition, Shareholders holding approximately 5.9% of all
shares in the Company have confirmed that they intend to accept the Offer.

Following this, Shareholders controlling a total of 76.54% of the Shares in the
Company have confirmed that they intend to support the Offer.

Rolv Erik Ryssdal, Chairman of the board of directors of Spir Group ASA,
commented:

"We are pleased to announce that Spir Group ASA has received an offer from a
consortium consisting of the Company´s four largest shareholders, at NOK 8.567
per share, to acquire all outstanding shares.

The Board has provided a recommendation of the Offer. The Board is of the view
that the Offer represents a fair offer to the shareholders seeking liquidity,
taking into account prevailing market conditions as well as the liquidity of the
Company´s shares. The offer represents a 30.46% premium to 1-month VWAP as of 26
November 2025, and a premium of 37.73% to last close price, which is an
opportunity to realize value at a premium to recent trading levels."

Per Haakon Lomsdalen, CEO of the Company commented:

"As a private company, Spir will have greater flexibility to pursue its strategy
of delivering mission-critical data, software and geo-information services to
the real estate industry in Norway and Sweden. The consortium of shareholders
fully supports our strategy and long-term ambitions, whether that means
expanding into new segments, strengthening our technology and product offering,
or deepening our commitment to operational excellence.

We are certain in our strategic direction and how going private will strengthen
the execution of our strategy. As such, we are excited by the opportunity and
fully support the bid."


KEY HIGHLIGHTS OF THE OFFER

The Shareholders will receive NOK 8.567 per Share to be settled in cash, which
values the total equity capital of the Company at NOK 1,139 million on a fully
diluted basis. The Offer represents an EV/Adj. Cash EBITDA multiple of 15.9x,
based on an Enterprise Value of NOK 1,130 million calculated as the equity value
plus reported Net Interest-Bearing Debt (Cash) of NOK –9 million as per Q3 2025.

The Offer Price represents a premium of:

- 37.73% to the closing price of the Shares on 26 November 2025, which was the
last trading day prior to the announcement of the Offer; and
- 30.46% over the volume weighted average price for the 1-month period ending
on 26 November 2025.

The Offer will be subject to conditions, including but not limited to the Offer
being accepted to such extent that the Bidder becomes the owner of Shares
representing more than 90% of the Shares and voting rights in the Company. A
summary of the other key terms and conditions of the Offer is set out below.


BACKGROUND AND STRATEGIC RATIONALE

Following the carve-out of Sikri from EVRY in 2019 and the subsequent listing in
2020, the major shareholders behind the Bidder have followed and supported the
Company closely through a transformative journey, but now see that the strategic
pivot makes the Company less suited for a public listing.

After Spir Group’s divestment of Sikri AS and the subsequent dividend
distribution in September 2025, the Company has transformed into a pure-play
real estate software and data provider, with a simplified and sharpened focus to
accelerate growth and profitability.

Given the low liquidity in the Company’s shares, relatively limited investor and
analyst attention, current free float market capitalization and the direct and
indirect costs of being a listed company on Euronext Oslo Børs, the Bidders
believe the Company will be better positioned to continue its journey as a
private company.


BOARD RECOMMENDATION

The Company’s members of the board of directors (excluding members having a
conflict of interest) (the "Board") has provided a recommendation of the Offer
attached hereto.


MAIN CONDITIONS OF THE OFFER AND THE OFFER DOCUMENT

The complete details of the Offer, including all terms and conditions, will be
included in an offer document (the "Offer Document") to be sent to all eligible
Shareholders following review and approval by the Norwegian Financial
Supervisory Authority pursuant to Chapter 6 of the Norwegian Securities Trading
Act. The Offer may only be accepted on the basis of the Offer Document. The
Bidder and the Company have entered into a transaction agreement dated 27
November 2025 (the "Transaction Agreement") including the terms and conditions
for the Offer, and the Offer will be subject to continued compliance with the
terms of the Transaction Agreement.

The Bidder’s obligation to launch the Offer is subject to the following
conditions, which are for the sole benefit of the Bidder and may be waived, in
whole or in part, by the Bidder: (a) the Pre-Acceptances remaining valid and in
full force; (b) the absence of a Material Adverse Change pertaining to the
Company; (c) the final approval of the Offer Document by the Norwegian Financial
Supervisory Authority; (d) the Board’s recommendation of the Offer shall not
have been withdrawn, modified or amended; (e) the business of the Company is run
in the ordinary course consistent with past practices up until launch of the
Offer; and (f) the Company shall in all material respects have complied with its
obligations under the Transaction Agreement, and there shall otherwise have been
no material breach of the Transaction Agreement by the Company which entitles
the Bidder to terminate the agreement pursuant to its terms.

The Offer will be financed by capital resources made available to the Bidder,
including an acquisition finance facility. The Offer is not subject to any due
diligence or financing condition.

As will be further detailed in the Offer Document, the completion of the Offer
will be subject to fulfilment or waiver (by the Bidder) of customary conditions,
including but not limited to, each one of which may be waived by the Bidder, in
whole or in part, in its sole discretion: (i) Minimum acceptance; the Offer
shall on or prior to the expiration of the Offer Period have been validly
accepted by Shareholders (when taken together with any Shares acquired or agreed
to be acquired by the Bidder other than through the Offer, or which the Bidder
is otherwise entitled) more than 90% of the issued and outstanding share capital
and voting rights of the Company on a fully diluted basis; (ii) Board
Recommendation; the Board’s recommendation of the Offer shall not have been
modified, amended or withdrawn; (iii) Regulatory Approvals; all regulatory
approvals in connection with the Offer shall have been obtained without
conditions or on terms satisfactory to the Bidder; (iv) Ordinary conduct of
Business; the business of the Company is run in the ordinary course consistent
with past practices, except as explicitly provided for under the Transaction
Agreement; (v) No material breach; the Company shall in all material respects
have complied with its obligations under the Transaction Agreement, and there
shall otherwise have been no material breach of the Transaction Agreement by the
Company which entitles the Bidder to terminate the agreement pursuant to its
terms; (vi) No legal action; no court or governmental or regulatory authority of
any competent jurisdiction, or other third party, shall have taken or threatened
to take any form of legal action (whether temporary, preliminary or permanent)
that will or might (A) restrain or prohibit the consummation of the Offer; or
(B) in connection with the Offer impose conditions upon the Bidder or its
Affiliates, the Company or any of its subsidiaries which are not acceptable to
the Bidder in its reasonable judgement; and (vii) No Material Adverse Change; no
Material Adverse Change shall have occurred until settlement of the Offer.

If as a result of the Offer, the Bidder acquires and holds more than 90% of all
Shares representing more than 90% of the voting rights in the Company, the
Bidder will have the right and intends to carry out a compulsory acquisition of
the remaining Shares. Also, if, as a result of the Offer or otherwise, the
Bidder holds a sufficient majority of the Shares, the Bidder has in the
Transaction Agreement undertaken to propose that the general meeting of the
Company passes a resolution to apply to de-list the Shares from Euronext Oslo
Børs.

The recommendation from the Board will be included in the Offer Document. The
recommendation from the board of directors of the Company is expected to not be
a formal statement made pursuant to sections 6-16 and 6-19 of the Norwegian
Securities Trading Act. The Company will, if necessary and in consultation with
the Norwegian Financial Supervisory Authority (acting as takeover authority),
engage an independent third party to give such a statement on its behalf.

The initial offer period in the Offer will commence following publication of the
Offer Document and is expected to last for 4 weeks (the "Offer Period"), subject
to any extensions by the Bidder (one or more times and at its sole discretion)
up to a maximum Offer Period of up to 10 weeks. Any extension of the Offer
Period will be announced prior to the expiry of the prevailing Offer Period.

The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction. The Offer may not
be accepted by Shareholders who cannot legally accept the Offer.


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.


CONTACT

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


This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading
Act. This stock exchange release was published by Line Cecilie Stenseth, CFO of
Spir Group ASA, at the time and date set out above.

***


ABOUT SPIR GROUP

Spir Group is a Nordic software house delivering mission critical software and
data within the real estate sector. Spir Group helps to streamline complex real
estate processes through specialized niche software and data. The Group’s
customers range from real estate agents, banks, insurance companies, appraisers,
property developers, media companies, builders, property owners, engineers,
power companies, and building materials production companies. Our mission is to
help our customers streamline their operations and drive digitalization through
software, data and artificial intelligence.


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.

Forward-looking statements

This announcement, verbal statements made regarding the Offer and other
information published by the Bidder and/or the Company may contain certain
statements which are, or may deemed to be, "forward-looking statements". Such
forward-looking statements are prospective in nature and not based on historical
facts, but rather on current expectations and on numerous assumptions regarding
the business strategies and the environment in which the group will operate in
the future and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by those
statements. The forward-looking statements contained in this announcement relate
to the Company's future prospects, developments and business strategies, the
expected timing and scope of the Offer and other statements other than
historical facts. Forward-looking statements sometimes use words such as "may",
"will", "seek", "continue", "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe" or other words of similar meaning. Examples
of forward-looking statements may include, among others, statements regarding
the future financial and market position, business and management strategies,
leverage, payment of dividends and plans and objectives for future operations
and other statements that are not historical facts. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances, including, but not limited to, changes in the
global, political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates and future
business combinations or disposals. Such forward looking statements should
therefore be construed in the light of such factors. Neither the Company nor the
Bidder nor any member of their respective groups, nor any of their respective
members, associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement will
actually occur. Given these risks and uncertainties, potential investors should
not place any reliance on forward looking statements. Any forward-looking
statements made herein speak only as of the date they are made. The Bidder
disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this announcement to
reflect any change in the Bidder's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.

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.

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