SmartCraft ASA

Delisting Announcement • Dec 1, 2025

SmartCraft ASA (SMCRT) - Relisting to Stockholm proceeds, announcement of cross-border merger

SmartCraft ASA (SMCRT) - Relisting to Stockholm proceeds, announcement of cross-border merger

1 December 2025 - The Board of Directors of SmartCraft ASA ("SmartCraft" or the

"Company") has decided to proceed with the plan to transfer the company's share

listing from Oslo Børs to Nasdaq Stockholm (the "Relisting"). Today, the Board

resolved a cross-border merger plan between SmartCraft ASA and the Swedish

subsidiary SmartCraft Group AB (publ) ("SmartCraft SWE") to effect the

Relisting. The Relisting is estimated to take place during Q1 2026.

The process to explore a potential transfer of the Company's share listing from

Oslo Børs to Nasdaq Stockholm was announced on 16 June 2025.

"The Board expects the Relisting on Nasdaq Stockholm will drive awareness of

SmartCraft, deepen the investor interest and unlock additional liquidity pools.

Sweden is the Company's largest market by revenue, and Nasdaq Stockholm hosts a

substantial number of listed software-as-a-service ("SaaS") companies and

investors with strong familiarity with the SaaS business model", said Mette

Kamsvåg, Chairperson of the Board.

The merger plan is subject to the subsequent approval by an extraordinary

general meeting in SmartCraft. The cross-border merger is intended to be carried

out by SmartCraft merging with SmartCraft SWE, with the latter as acquiring

entity. As a result, shareholders will have their shares in SmartCraft exchanged

with SmartCraft SWE shares on a pro rata-basis. Concurrently, SmartCraft's

shares are intended to be delisted from Oslo Børs, shortly after which

SmartCraft SWE's shares are intended to be listed on Nasdaq Stockholm. More

detailed information for existing shareholders regarding the process, important

dates and any required actions will be provided in subsequent communications

from the Company.

The merger plan implies that the assets and liabilities of SmartCraft will be

transferred to SmartCraft SWE through a cross-border merger by way of

absorption, to facilitate the Relisting. SmartCraft SWE is a wholly-owned

Swedish subsidiary of the Company and has no operations of its own. When the

cross-border merger is completed, the shareholder structure and the composition

of the Board of Directors and management of SmartCraft SWE will be identical to

the shareholder structure and composition of the Board of Directors and

management of SmartCraft as in effect immediately prior to completion of the

cross-border merger. SmartCraft SWE will be described in more detail in a

prospectus to be approved by the Swedish Financial Supervisory Authority (the

"SFSA"). The prospectus will also contain practical information for shareholders

with respect to delivery and trading of their SmartCraft SWE shares after the

Relisting. Completion of the cross-border merger and the Relisting is

conditional upon, inter alia, obtaining relevant approvals from Nasdaq Stockholm

and relevant governmental authorities. The cross-border merger and the Relisting

are estimated to be completed late Q1 2026, but may be completed later if deemed

necessary by the Board of Directors of SmartCraft ASA and SmartCraft SWE.

The cross-border merger requires a resolution by an extraordinary general

meeting ("EGM") of the shareholders of SmartCraft. Further information and the

proposed resolutions will be included in the notice to the EGM which will be

announced separately on or around 13 December 2025. The EGM is planned to be

held in January.

The merger plan for the cross-border merger, together with appended

documentation and other relevant documents, is available on the Company's

website. Further practical information to existing shareholders in connection

with the Relisting to Nasdaq Stockholm will be published in due course.

For the purpose of ensuring that the listing requirements of Nasdaq Stockholm

regarding sufficiently broad distribution of shares are met, SmartCraft SWE

intends to carry out a share issue to retail investors in connection with the

Relisting (the "Distribution Offer"). The Distribution Offer is not expected to

exceed 1 million shares. The Company considers the expected net proceeds to be

immaterial in the context of its operations and does not intend to allocate the

proceeds to any specific use other than for general corporate purposes.

This announcement includes inside information as defined in article 7 of the EU

Market Abuse Regulation and was published in accordance with section 5-12 of the

Norwegian Securities Trading Act.

For further information, please contact:

Hanna Konyi, Interim CEO

Email: hanna.konyi@smartcraft.com | Phone: +46 70 524 46 88

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 more than 14 100 customers and 270

employees distributed across Norway, Sweden, Finland and UK. SmartCraft was

listed on the Oslo Stock Exchange in June 2021.