Codelab Capital As · OSL:CODE
Codelab Capital As — Merger or Acquisition (September 2026)
62 slides from Codelab Capital As's merger presentation, Sep 17, 2026
Slide 1: New contemplated acquisitions could transform CodeLab to a ~NOK 400 million revenue company
New contemplated acquisitions could transform CodeLab to a ~NOK 400 million revenue company with positive margins 17 SEPTEMBER 2026
Slide 2: Important information
Important information THIS PRESENTATION HAS BEEN PREPARED BY THE TRANSACTIONS DESCRIBED ARE SUBJECT TO FINANCIAL INFORMATION RELATING TO THE CODELAB CAPITAL AS (THE "COMPANY") FOR SIGNING, DUE DILIGENCE, FINANCING AND ACQUISITION TARGETS IS UNAUDITED, HAS BEEN INFORMATION PURPOSES ONLY. IT DOES NOT
Slide 3: Agenda
01 EXECUTIVE SUMMARY Strategy, the four deals, the numbers, the terms 02 THE OHS MARKET What the market is and why it consolidates 03 MDCO The transformative acquisition, national OHS platform 04 SOLVIT E-health software and IT services 05 CODELAB AFTER COMPLETION Five verticals, people, governance,
Slide 4: Key terms
Key terms Short names used throughout this presentation. THE ACQUISITIONS CODELAB TODAY Mdco Mdco AS is the legal name, but in CodeLab, or CodeLab Capital AS this presentation Mdco also refers the Group to the Mdco Group (Mdco AS with all subsidiaries) Kuba Kuba Norge AS Solvit Solvit Holding AS, a
Slide 5: CodeLab in exclusive processes to acquire several companies
CodeLab in exclusive processes to acquire several companies Mdco Solvit Add-ons Vertical OHS services E-health software OHS services Revenue 2026 plan, NOK million 253 19 33 Recurring revenue share 2026 plan 36% 70% 16% Business customers ~10,000 ~100 ~1,600 What it is, and why it is in Full-solutio
Slide 6: Contemplated acquisitions could transform CodeLab to a profitable ~NOK 400m revenue group
Contemplated acquisitions could transform CodeLab to a profitable ~NOK 400m revenue group AFTER COMPLETION Annual recurring Group revenue From regional to national in OHS, and one of the largest providers in Norway 399 revenue NOK million, pro forma 241 NOK million, at year- Adding ~10,000 business
Slide 7: The target structure with three verticals and two holdings
The target structure with three verticals and two holdings, and no need for more VERTICAL VERTICAL VERTICAL COMPANY COMPANY OHS services HSE software E-health software Cloud Uniscale infrastructure + add-ons National leader in HSE and chemical Records software for AWS reseller, 51% owned Deferred ta
Slide 8: Combining software and service to the same customers across the portfolio
Applying the strategy of combining software and service to the same customers across the portfolio Software is becoming a commodity. The customer relationship is not. SOFTWARE WHAT STAYS SCARCE Cheap to build, easy Owning the customer SERVICE to copy relationship and distribution People, presence AI
Slide 9: Great distribution opportunity through ~15k required and paid customer meetings every year
Great distribution opportunity through ~15k required and paid customer meetings every year POTENTIAL, RELEVANT EXAMPLES THE CUSTOMERS THE OHS VERTICAL ~15,000 Kuba HSE software Relationships built At the mandatory annual meeting over years Norwegian businesses paying Agil Helse, Mdco, the add-ons. S
Slide 10: Built on an attractive recurring base, with a potential organic path to NOK 500m
Built on an attractive recurring base, with a potential organic path to NOK 500m revenue REVENUE Other Recurring Sum of business plans ILLUSTRATIVE REVENUE COMPOSITION 2027 DEVELOPMENT +33% +21% 20 20 493 212 399 329 247 216 241 196 154 183 93 133 (46%) (38%) (40%) 2024 2025 2026 plan ARR Other rev.
Slide 11: Attractive deal terms with sellers receiving CODE shares
Attractive deal terms with sellers receiving CODE shares Sellers take the majority of their consideration in CODE shares and keep running their companies. Amounts in NOK million Mdco Solvit Add-ons Total Stake acquired 100% 45% 100% — Equity value incl. full earn-out 120 33.4 13 166.4 Cash at closin
Slide 12: Contemplating a private placement of NOK 30–40 million
Contemplating a private placement of NOK 30–40 million intended to fund the group and four acquisitions SUPPORT FROM KEY STAKEHOLDERS USE OF PROCEEDS Shareholders and management in CodeLab, and the sellers in Mdco and Solvit, have expressed strong support for Primarily to fund the businesses and tak
Slide 13: Mdco expected to be acquired at appealing multiples and a low entry point
Mdco expected to be acquired at appealing multiples and a low entry point CONSIDERATION FOR MDCO MULTIPLES ON THE NOK 124.6M ENTERPRISE VALUE Max 20m shares Max NOK 120m: 12m shares at closing plus up to NOK 48m earn-out 4.3x CODE PRICE PRE-ANNOUNCEMENT NOK 3.75 buys, on 2027 business plan earnings
Slide 14: CodeLab after completion of contemplated transactions
CodeLab after completion of contemplated transactions 01 02 03 04 Regulated markets Market leading position High recurring base Profitable and give tailwind with national coverage Pro forma ~NOK 400m of revenue fully funded Occupational health is required by The largest full-solution OHS for 2026 pl
Slide 15: Agenda: The OHS market
01 EXECUTIVE SUMMARY Strategy, the four deals, the numbers, the terms 02 THE OHS MARKET What the market is and why it consolidates 03 MDCO The transformative acquisition, national OHS platform 04 SOLVIT E-health software and IT services 05 CODELAB AFTER COMPLETION Five verticals, people, governance,
Slide 16: Regulation makes the market, and it is getting stricter
Regulation makes the market, and it is getting stricter ~200k Norwegian businesses have employees. Every one of them carries a statutory obligation the group serves. ~100k Required by law to have an occupational ~100k Should have OHS, or are required to hold health provider another service in the po
Slide 17: A fragmented market with many sub-scale regional businesses
A fragmented market with many sub-scale regional businesses Five providers hold about NOK 1.37bn of a roughly NOK 2.5bn market. The remaining ~1.13bn sits with smaller and often regional businesses. REVENUE BY PROVIDER, OHS SERVICES IN NORWAY, NOK THE COMMERCIAL MARKET, 2023 557m Approved organizati
Slide 18: Two growth vectors: consolidate market share, expand the customer wallet
Two growth vectors: consolidate market share, expand the customer wallet The core OHS market is the measured center. Each ring out is a product the same businesses already buy from someone else. 1 Core OHS market NOK 2.5bn The statutory minimum every business must buy. 2 OHS and HSE software platfor
Slide 19: Sweden's market sells outcomes, Norway's sells obligations
Sweden's market sells outcomes, Norway's market continues to sell obligations The three largest hold 67 percent in Sweden against 39 percent here, and the differences run deeper than share: margins carried by scale, and a proposition sold on health rather than on the mandate. NORWAY TODAY ~NOK 2.5bn
Slide 20: National scale changes the economics of OHS
National scale changes the economics of OHS Each step builds on the one before it. Every step is drawn at the same size, with no claim about their relative magnitude. FROM A REGIONAL PROVIDER TO A NATIONAL PLATFORM WHAT THE TRANSACTIONS DELIVER Presence in every region of Norway Full OHS catalog, pr
Slide 21: Agil provides a monetization benchmark
Agil provides a monetization benchmark Total revenue generated per NOK 1 of recurring OHS revenue. Same regulation, same kind of customer, very different outcomes. Kuba 1.0x recurring Base +10% services 1.1x Mdco 2026 plan 1.0x recurring Base +180% services 2.8x Agil Helse 1.0x recurring Base +300%
Slide 22: Existing benchmarks imply NOK 32–95m of revenue upside
Existing benchmarks imply NOK 32–95m of revenue upside on the same personnel base CodeLab OHS vertical, pro forma 2026 plan: NOK 316m revenue at 2.0x revenue per krone of personnel expense. Personnel expense held at about NOK 158m. REVENUE IN MILLIONS, BY REVENUE PER KRONE OF PERSONNEL EXPENSE WHAT
Slide 23: Agenda: Mdco
01 EXECUTIVE SUMMARY Strategy, the four deals, the numbers, the terms 02 THE OHS MARKET What the market is and why it consolidates 03 MDCO The transformative acquisition, national OHS platform 04 SOLVIT E-health software and IT services 05 CODELAB AFTER COMPLETION Five verticals, people, governance,
Slide 24: A long track record of revenue growth and buy & build strategy
A long track record of revenue growth and buy & build strategy Revenue by year in NOK million, with the businesses acquired in each phase. 253 223 160 166 100 85 51 61 39 < 10 1990–2011 2012–2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 plan 1990–2011 2018–2023 2024 onwards Early days National e
Slide 25: Proven consolidation playbook, to continue with support from CodeLab
Proven consolidation playbook, to continue with support from CodeLab WHAT MDCO BRINGS WHAT CODELAB BRINGS A process that is set, and pragmatic The infrastructure capital Mdco has not had 18 — Consolidation of IT and applications — enabling scale and data quality — Listed currency and access to capit
Slide 26: Mdco has ~10k loyal B2B customers nationwide
Mdco has ~10k loyal B2B customers nationwide across all segments and verticals Customer concentration Revenue by region Revenue by customer type 5% 17% 18% 18% 35% 20% 16% 24% 58% 63% 27% Top 10 Top 10–50 Rest East South West Mid North Private State agencies Municipalities Low net revenue churn of ~
Slide 27: Organic growth driven by bluechip customers and healthy contracts
Organic growth driven by bluechip customers and healthy contracts Two real customers. In both, revenue grew by taking more of the customer's locations and more of the customer's services over time. Baker Hughes COSL RECENT WINS Energy technology Offshore drilling services Winning attractive customer
Slide 28: Seasoned management team and a wide network
The success is driven by a seasoned management team and a wide network THE MANAGEMENT TEAM WHAT MDCO BRINGS Pål Lillebø CEO An executive team with a decade in this market MSc from NHH. Acquired Medco BHT in 2014 at NOK 9.3 million revenue and has since led 18 M&A transactions. Chairs the Norwegian O
Slide 29: Resilient and valuable recurring revenue gives visibility
Resilient and valuable recurring revenue gives visibility and downside protection Recurring and service revenue, LTM by month RECURRING REVENUE 253 +30% NOK 70m to NOK 91m over the period shown 237 231 230 234 Statutory licenses, renewing annually 223 226 213 without new sales effort. 189 194 168 16
Slide 30: Mdco targets improved margins driven by profitable growth and PMI synergies
Mdco targets improved margins driven by profitable growth, maturity and PMI synergies Revenue and growth EBITDA EBITDA margin NOK Services Recurring Business plan NOK million Percent of revenue million +13.5% +12.5% 285 29.1 253 10.2 223 9.1 162 178 138 9.5 3.8 85 91 106 −4.5 −10.0 2025 2026 plan 20
Slide 31: Mdco has just delivered the best 2Q in the company's history
Mdco has just delivered the best 2Q in the company’s history REVENUE, NOK MILLION EBITDA, NOK MILLION EBITDA MARGIN, PERCENT +13% +99% +7.8 pp 49.9 56.1 10.1 18.0% 5.1 10.2% Q2 2025 Q2 2026 Q2 2025 Q2 2026 Q2 2025 Q2 2026 Like-for-like, before the effect of any The improvement is operational: the sa
Slide 32: The synergy opportunity could be very strong
The synergy opportunity could be very strong ~10,000 Mdco OHS customers, every one of them required by law to have the service ILLUSTRATIVE HSE CROSS SELLING EFFECT Mdco OHS customers ~10,000 ~6,000 ~4,000 no HSE system today buy one elsewhere or not relevant Kuba, per company per month NOK 349 Per
Slide 33: Illustrative value creation on top of 2027 standalone
Illustrative value creation on top of 2027 standalone Value levers with close to 100% margin. Please note this is for illustration purposes only and there is no certainty that this will be achieved. REVENUE BRIDGE NOK million EBITDA BRIDGE NOK million Revenue, 2027 plan standalone to 2027 plan EBITD
Slide 34: There is a high cyclicality in the OHS business
There is a high cyclicality in the OHS business Contemplated capital raise to cover seasonality effects through the trough. USE OF PROCEEDS, SEASONAL WORKING CAPITAL 22.2% Two drivers set the shape Annual OHS licenses are invoiced in one go, mostly in early January, and Q4 carries a heavy load of se
Slide 35: Mdco owns digital health player Hjemmelegene
Mdco owns digital health player Hjemmelegene providing interesting opportunities Revenue Mdco ownership Included in what CodeLab pays NOK 30m Approximate, per management 100% Wholly owned, no minority Yes Part of the transaction THE FIVE PARTS REVENUE AND EBITDA, NOK MILLION Revenue EBITDA Digimed V
Slide 36: What comes with Hjemmelegene: audience, capital and platform
What comes with Hjemmelegene: audience, capital and platform 01 AN AUDIENCE ALREADY UNDER CONTRACT 02 CAPITAL ALREADY INVESTED 03 A TECH RIG BUILT TO SCALE Most of the capital went into the platform, in production today. ~10,000 companies, B2B NOK 107m invested in Hjemmelegene since 2019 Proprietary
Slide 37: For Mdco it makes sense to join forces with CodeLab
For Mdco it makes perfect sense to join forces with CodeLab, and all stakeholders will still be invested OPERATIONALLY FINANCIALLY ON THE END GAME A delivery model it would Listed currency and capital for Faster value creation than otherwise build the next deals standalone Kuba, used together for ye
Slide 38: Agenda: Solvit
01 EXECUTIVE SUMMARY Strategy, the four deals, the numbers, the terms 02 THE OHS MARKET What the market is and why it consolidates 03 MDCO The transformative acquisition, national OHS platform 04 SOLVIT E-health software and IT services 05 CODELAB AFTER COMPLETION Five verticals, people, governance,
Slide 39: Electronic Health Records (EHR) and IT for private clinics and practices
Electronic Health Records (EHR) and IT for private clinics and practices Solvit delivers a cloud Electronic Health Records (EHR) platform and managed IT to around 100 physiotherapy and veterinary clinics, on its own data center and sold as a modular subscription. NOK Revenue 19.4m 6% EBITDA margin ~
Slide 40: Solvit is Norwegian-owned in a peer set that has moved abroad
Solvit is Norwegian-owned in a peer set that has moved abroad Of the four major systems serving independent healthcare practices, three have moved into international ownership since 2021. Solvit is the one that has not. PLATFORM ACQUIRED BY YEAR STILL NORWEGIAN PatientSky EG 2023 PLATFORM Solvit Pri
Slide 41: Positioned for the window of opportunity, on bluechip customers
Positioned for the window of opportunity, on bluechip customers and a strong feature set Limbra, the most sought-after customer in Norwegian physiotherapy, runs on Solvit, alongside clinic chains across physiotherapy and veterinary care. WHAT CUSTOMERS CHOOSE IT FOR CUSTOMERS One supplier for record
Slide 42: One technology stack, four products and three markets
One technology stack, four products and three markets Every product runs on the same platform, so each new market entry is a configuration rather than a build and costs little at the margin. The opportunities are close to unlimited, which makes choosing where to focus the real decision. PRODUCT NORW
Slide 43: The OHS vertical could become Solvit's own best customer
The OHS vertical could become Solvit’s own best customer Occupational health runs on records systems built for curative care. Specializing the Solvit record for OHS is a limited effort, and the buyers are OHS providers, starting with the group’s own. 01 SOLVIT TODAY 02 A MODEST STEP 03 EFFECT Record
Slide 44: Value in both directions, and a defined path to control
Value in both directions, and a defined path to control Solvit combines records software with IT services, and holds standing and relationships that are hard to replace. CodeLab adds commercial capacity on top. SOLVIT BRINGS CODELAB BRINGS Records software and IT services in one An anchor customer H
Slide 45: A product that wins without selling, and what happens once it is actively sold
A product that wins without selling, and what happens once it is actively sold Solvit grew on word of mouth and competitor churn. The growth plan is to add the commercial layer that has never existed. VALUE LEVERS, E-HEALTH VERTICAL Revenue, NOK million. Step sizes illustrative + + Ambition + + 19.4
Slide 46: Solvit extends the CodeLab playbook into e-health
Solvit extends the CodeLab playbook into e-health Recurring software at the center of a high-frequency workflow, with several ways to monetize the same customer relationship. SOLVIT TODAY CODELAB ADDS WHAT IT BECOMES A proven product without a Distribution, capital and A broader practice platform co
Slide 47: Agenda: CodeLab after completion
01 EXECUTIVE SUMMARY Strategy, the four deals, the numbers, the terms 02 THE OHS MARKET What the market is and why it consolidates 03 MDCO The transformative acquisition, national OHS platform 04 SOLVIT E-health software and IT services 05 CODELAB AFTER COMPLETION Five verticals, people, governance,
Slide 48: After completion the structure is the one originally set out
After completion the structure is the one originally set out VERTICAL VERTICAL VERTICAL COMPANY COMPANY OHS services HSE software E-health software Cloud Uniscale infrastructure + add-ons National leader in HSE and chemical Records software for AWS reseller, 51% owned Deferred tax assets. occupation
Slide 49: A group transforming into new reality
A group transforming into new reality… and with key numbers on a completely new level 01 02 03 Revenue 2026 plan, NOK million EBITDA 2026 plan, NOK million B2B customers 399 ~15k +5 90 3k Pre Post Post −7 Pre Post Pre Completed, the four acquisitions would take The group is expected to be profitable
Slide 50: Double digit PF revenue growth with a resilient and scalable base
Double digit PF revenue growth with a resilient and scalable base BY REVENUE T YPE, NOK MILLION BY COMPANY, NOK MILLION Recurring revenue Service revenue Sum of business plans Mdco Other OHS Software and e-health Cloudya +21% +21% 399 399 +33% +33% 329 329 55 +293% 216 247 247 +10% 67 63 196 +27% 61
Slide 51: The OHS vertical is positioned for value production with structural tailwind
The OHS vertical is positioned for value production with structural tailwind ~15k B2B customers in the OHS vertical after completion Regulation Digitalization Quality of service Market leading position Consolidation Distribution Cost synergies (PMI) Scale on a cost base already carried Cross-selling
Slide 52: Aim is to build the best OHS company in Norway, not the biggest
Aim is to build the best OHS company in Norway, not the biggest Scale is the means, not the goal. Four measures of best, in the order they happen. 1 2 3 4 Happy employees Happy customers Profitability Disrupting the model Planned work, professional They renew because the Margins follow from the The
Slide 53: Two independent software verticals with substantial profit potential
While supporting the OHS engine, two independent software verticals with substantial profit potential HSE software through the trough Successful e-health software on limited commercial effort One of the group’s core verticals, run on its own. One of the last Norwegian records systems of scale still
Slide 54: Additional value through a fast-growing asset, and a tax asset carried forward
Additional value through a fast-growing asset, and a tax asset carried forward CLOUDYA ARR, NOK million, gross margin, percent UNISCALE 310 Gross margin rising 5% 2% NOK million of deferred tax assets 100 Post acquisition the asset is expected to become far 0 more valuable The acquisitions bring tax
Slide 55: Management and board built to capture the value across the companies
Management and board built to capture the value across the companies CODELAB CAPITAL MANAGEMENT Group functions only: capital allocation, M&A, reporting, technology, commercial coordination. Delivery stays in the verticals, where a complete team came with Mdco. CEO CFO CBDO CAO CCO Anton Lorenz Chri
Slide 56: Track record of settling deals and raising equity well above market price
The team has built a track record of settling deals and raising equity well above the market price NOK 6.00 Price applied to the consideration shares to sellers, against an observable market price around NOK 4.00. SHARE PRICE APPLIED, NOK PRO FORMA SHARE REGISTER Shareholder group Shares, m % post K
Slide 57: CodeLab Capital after the transaction: an operating acquirer
CodeLab Capital after the transaction: an operating acquirer, not a financial buyer Acquire Integrate Operate Scale Proven ability to identify and execute A structured approach to integration Hands-on commercial, operational Cross-selling, technology and attractive acquisitions and consolidation and
Slide 58: One strategy, executed four times over
One strategy, executed four times over: recurring software, services delivered by people, and a national OHS vertical that did not exist eighteen months ago. ANTON LORENZ BONDESEN, CEO CodeLab Capital, Euronext Growth Oslo, CODE 58
Slide 59: Appendix
Appendix Target financials in detail, Mdco acquisition history, pro forma basis of preparation, cap table, board and management. Source: Mdco management 59
Slide 60: The addressable opportunity extends well beyond core OHS
The addressable opportunity extends well beyond core OHS Five separate markets with different methodologies, shown separately rather than summed into one number. SERVICE MARKET EMPLOYER SOFTWARE MARKETS PRACTICE SOFTWARE INFRASTRUCTURE MARKET Core OHS HSE software Compliance and E-health and AWS clo
Slide 61: Historical breakdown per company, per half year
Historical breakdown per company, per half year REVENUE 1H25 2H25 1H26 UNDERLYING EBITDA 1H25 2H25 1H26 GROWTH COSTS 1H25 2H25 1H26 CodeLab 0.0 0.0 0.0 CodeLab −3.9 −3.4 −4.2 CodeLab 0.0 0.0 0.0 Uniscale 0.0 0.0 0.0 Uniscale −0.4 −0.1 0.0 Uniscale 0.0 0.0 0.0 Kuba 6.9 7.2 8.0 Kuba 0.1 −0.9 0.2 Kuba
Slide 62: Breakdown per company, 2024 to 2026 plan
Breakdown per company, 2024 to 2026 plan REVENUE 2024 2025 2026 plan EBITDA 2024 2025 2026 plan BASIS OF PREPARATION Mdco 166.0 223.0 253.0 Mdco 3.4 −10.0 9.5 These figures do not reconcile to CodeLab’s reported accounts. Kuba, Cloudya and Agil Agil 22.0 26.3 22.0 Agil −3.8 0.8 −3.7 were acquired wi
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