CodeLab Capital enters into agreement to acquire Agil Helse AS

29 Apr 2026 08:33 CEST

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

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