Spir Group ASA

M&A Activity • Nov 27, 2025

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

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, SOUTH KOREA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

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.

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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.