CodeLab Capital (CODE) investor relations material

Private placement

• Private placement targets gross proceeds of NOK 27.8m–50m at NOK 6 per share; Pareto Securities AS is manager.

• Investors have pre-committed approximately NOK 27.8m, including NOK 3.8m from Mdco sellers, NOK 12.25m from management, directors and/or employees, and more than NOK 11.75m from existing and new investors.

• The application period runs from 8 October at 09:00 CEST to 9 October 2026 at 16:30 CEST; conditional allocation is expected around 12 October.

Acquisition plans

• Mdco is valued at up to NOK 120m in equity: 12m new shares worth NOK 72m at the offer price, plus an earn-out of up to NOK 48m tied to OHS vertical 2027 EBITDA.

• The Mdco earn-out is 0% below NOK 15m EBITDA and 100% at NOK 25m, with a linear scale between; settlement may be in cash or shares under the stated pricing formula.

• Mdco closing is expected in Q4 2026, subject to financing and customary conditions; Solvit and two regional occupational health provider acquisitions remain subject to diligence and definitive agreements.

Use of proceeds

• Proceeds will repay the Bridge Loan, cover Mdco seasonality and fund general corporate purposes.

• The low end of the offering is expected to fund the current equity story to break-even; proceeds above NOK 35m would also fully fund the Potential Acquisitions if completed.