SmartCraft ASA (SMCRT) - Initiating tender offer to buy back own shares

16 Feb 2026 08:13 CET

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.

16 February 2026: SmartCraft ASA (the "Company") hereby launches a tender offer
to purchase shares in the Company for a total consideration of up to NOK 75
million (the "Offering"). The Offering will be conducted as a reverse book
building process in which shareholders can submit sales offers.

The acquisition of shares are subject to offer demand and prices and as further
determined by the Company's board. The Company reserves the right, at its own
discretion, to acquire fewer shares or no shares at all in the Offering.

The Company has mandated DNB Carnegie, a part of DNB Bank ASA as sole
bookrunner.

All shareholders in the Company are invited to sell shares in the Offering,
subject to the restrictions set out herein. Shareholders wanting to sell shares
in the Offering are required to complete and send the attached offer form to DNB
Carnegie at demand@dnb.no before the end of the Application Period (as defined
below). Existing customers of DNB Carnegie can contact DNB Carnegie at +47 24 16
90 20 with their respective volume and price targets. The final purchase price
will be identical for all selling shareholders.

The Offering will be carried out by means of a reverse book building process
where the Company, through DNB Carnegie, will receive offers for desired
volume(s) at desired price(s) for sale from the shareholders. The Company
reserves the right to, at its own discretion, accept any volume up to an
accepted price, or to reject all received offers in the contemplated Offering.
The Company may further, at its sole discretion amend, terminate or withdraw the
Offering at any time until the time of completion of the Offering.

The application period for tendering shares in the Offering commences at 09:00
hours (CET) on 16 February 2026 and is expected to close at 16:30 hours (CET) on
20 February 2026 (the "Application Period"). The final price offered by the
Company and the allocation of tendered shares are expected to be resolved by the
Company on or about 20 February 2026, the trade date is expected to be on or
about 23 February 2026 and the settlement date is expected to be on or about 25
February 2026. The settlement will either be conducted on a normal delivery
-versus-payment basis (DVP) or through the VPS system. The Company reserves the
right to extend the Application Period at its own discretion. If the Application
Period is extended the other dates referred to herein may be amended
accordingly.

The Company will, in the event of receiving offers for more than the share
equivalent of NOK 75 million at a price acceptable for the Company, allocate
shares at its discretion in accordance with the best interest of the Company,
with the equal treatment of shareholders as the primary objective.

The Company currently has a total of 171,522,305 shares issued, of which the
Company holds 7,126,737 shares prior to the Offering.

The Offering is launched, and repurchases are made, in accordance with the
authorisation granted to the board of director by the Company's general meeting
held on 2 May 2025.

For further information, please contact:

DNB Carnegie, demand@dnb.no, +47 24 16 90 20

Kine Kragholm Olsen, Interim CFO, +47 92 64 35 30, kine.olsen@smartcraft.com

IMPORTANT NOTICE

The Offering will be carried out in accordance with applicable laws and
regulations and information pertaining to the Offering will be disclosed by way
of stock exchange notices.

The information contained herein about the Offering 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
Kine Kragholm Olsen, CFO, on 16 February 2026 at 08:00 (CET).

Shareholders considering to tender their shares in the Offering are advised to
consult with their own tax advisers with respect to the tax position in their
country of residence or other jurisdictions to which they may have a tax
liability as a result of a sale of shares in the Offering.

The Offering and the distribution of this announcement and other information in
connection with the Offering may be restricted by law in certain jurisdictions
(including, but not limited to, the United States, Canada, Australia and Japan).
Neither the Company nor the bookrunner in the Offering assume any responsibility
in the event there is a violation by any person of such restrictions. This
includes shareholders who have changed their domicile to such jurisdictions but
which may access their VPS accounts. Persons into whose possession this
announcement or relevant information should come are required to inform
themselves about and to observe any such restrictions. The Offering is not being
made directly or indirectly in, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States of America, its territories
and possessions, any State of the United States and the District of Columbia
(the "United States") or any other jurisdiction in which this would be unlawful,
require registration or other measures. This includes, but is not limited to,
facsimile transmission, internet delivery, e-mail and telephones. Copies of this
release and any related documents are not being, and must not be, mailed, e
-mailed or otherwise distributed or sent in or into the United States or any
such jurisdiction and so doing may invalidate any purported offer and
acceptance.

ABOUT SMARTCRAFT

SmartCraft is the leading Nordic provider of mission-critical SaaS solutions to
SMEs in the construction sector, increasing their productivity, margins, and
resource efficiency. The Group currently has 14 100 customers and 270 employees
distributed across Norway, Sweden, Finland and UK. SmartCraft was listed on the
Oslo Stock Exchange in June 2021.

More information:
Access the news on Oslo Bors NewsWeb site

665922_SmartCraft_ASA_Offer_form.pdf