Codelab Capital AsOSL: CODE

2H 2025 Shareholder deck

· MarketScreener




Investor presentation

February 2026



Our strategy for creating shareholder value

Conservative capital structure and 4 FTEs



CodeLab Capital today





CodeLab Capital at a glance

Combine opportunistic M&A with operational improvements

More than 2,000 customers

Greenfield and add-ons providing diversification and scale



Service, SaaS, and reseller business models

Providing infrastructure capital and operational excellence



NOK ~34m in ARR

Profitable growth by supporting strong companies

Limited AI threat and great market dynamics



~48% employee ownership



Strengthened revenue base driven by organic growth with over 90% recurring revenues

4Q25

3Q25

2Q25

1Q25

4Q24

0

4

61

3 462

8 981

In NOK 000s

Reported revenue (unaudited)

In NOK 000s

217%

7 884

8 724

9 000

4 247

2 837

4Q24

1Q25

2Q25

3Q25

4Q25

Pro forma revenue*

In NOK 000s

20 186

54 055

33 869

4Q recurring,

annualized

Signed, not

delivered

Adj base ARR

ARR visibility of over NOK 50m**

Current legal structure: group companies operate independently, but with support from CodeLab

Introduction to the group companies-cross-portfolio synergies and best practice targeted
  • Holding company

  • Listed on Euronext Growth

  • 4 FTEs

CodeLab Capital AS

100.0% 100.0% 50.1%
  • HSE and OHS to Norwegian SME

  • B2B model with ~90% recurring revenues

  • Focus on new sales and churn

Kuba Norge AS

  • IP to a B2B software tool

  • Large tax carried forward

  • No operations currently

Uniscale AS

  • AWS reseller in Norway

  • Single digit margins, but with tangible margin uplift short term

  • Fast growth and profit expansion

Cloudya AS

The team

System and

process optimization

Data and

reporting

Accounting

CodeLab provides

shared services, enabling focus on operations and growth

Business

development

Sales and

marketing

Administration

Infrastructure capital



Anton Lorenz Bondesen CEO

Entrepreneur, venture investor and founder of B2B tech companies



Christoffer Mathiesen CFO

Commercial CFO, capital markets background



Lasse Brenden CBDO

Operations, system architecture, business intelligence and processes



Tetyana Breivik CAO

Accounting, reporting, and financial control

The CodeLab team provides infrastructure capital, areas where many companies seek support

2025: Transformative year for CodeLab Capital, from restructuring to forward-leaning and growth-oriented

Stabilization and reset

Capitalization and Kuba

Cloudya and organization

M&A pipeline and IR

•

•

•

•

•

•

Clean up legacy business

New majority owner

New Board and new management Reverse share split

Change auditor

New strategy

•

•

•

Acquisition of Kuba

Capital raise

Focus on operations and opportunities for improvement

•

•

Insourcing of tasks

Integration and implementation

  • Acquisition of Cloudya (all share

transaction)

•

•

Strengthen team

Insourcing of accounting to

increase quality & control across

the Group

  • Implementation of infrastructure capital

  • Building M&A pipeline

  • 2H report-first presentation with

new strategy and acquisitions included

•

•

•

•

Healthy M&A pipeline

Options to key employees

Quarterly reporting / presentations Focus on value creation

Introduction

Focus / situation

Post CodeLab acquisition

System and data consolidation

Sales & Marketing to 30% of costs

Professionalized sales organization

Product and pricing

strategy

Dedicated CSM

function

Efficiency through

automation

Pre CodeLab acquisition

Poor data quality and integration

Limited internal systems

Limited sales focus

Bundling

No CSM function

Manual processes

Key

facts

  • From Tønsberg, Norway

  • Occupational health services and software for health, safety, and

    environment management; food safety; HR; and more

  • 2025 revenues of 14.3m and ARR YE of NOK 13m

Business model

  • B2B compliance services and software for small businesses create sticky, low-churn customer relationships

  • 12-month contracts with upfront payment

  • Upselling of add-on services and functionality

  • Inbound-led sales model targeting fragmented SMB markets

The CEO

  • Lars Olborg, CEO and co-founder

  • Founded the company in 2011

  • Experienced business executive with more than 30 years in the industry

Kuba: Professionalizing founder-reliant operations to support structured growth

Introduction

Focus / situation

Post CodeLab acquisition

Automated core processes

Professionalized reporting

Professionalized systems

Dedicated sales

resource

Centralized finance

functions

Efficiency through

automation

Pre CodeLab acquisition

Limited growth capacity

Limited internal systems

No sales resources

Reactive execution

Limited visibility

Founder-only

operation

Key

facts

  • From Oslo, Norway

  • Certified partner and reseller of Amazon Web Services, serving SMBs

    and enterprise customers

  • 2025 revenues of 15.9m and ARR YE of NOK 21m

Business model

  • Resale of AWS services and cloud consumption

  • Consultancy and project-based services

  • Cost and architecture optimization

  • Advisory engagements

The CEO

  • Georg Hofsnes Pedersen, CEO and co-founder

  • Founded the company in 2024

  • Experienced sales executive with a strong background in cloud services

sales to SMBs and large enterprises

Cloudya: Building the foundation for scalable operations and future growth

M&A playbook: situations where CodeLab's approach can create

real shareholder value

•

•

•

•

•

•

•

•

•

•

Opportunistic M&A strategy

Driven by unlocking identifiable and underlying value creation potential

Preference for non-cyclical, sticky businesses with limited AI risk CodeLab is not the exit, but the start of a new beginning Preference for majority ownership, but not required

Active pursuit of synergies across group companies

Targets where CodeLab's capabilities solve real operational issues Emphasis on shared value creation and strong collaboration culture Conservative leverage unless supported by proven cash flows

Use CodeLab equity as currency with sellers who believe in the story

What we look for and what we offer

Kuba and Cloudya and our offering

Super-growth with a one-man shop-Cloudya needed strategic and operational support to deliver on ambitions

  • Support/admin function established

  • Enabling hired sales rep

  • Strategic direction

  • High growth

  • No organization

  • Admin tasks hampering future growth

Cloudya

Kuba just needed new impulses and clear direction, but the core team is still the

same and owners are large shareholders in CodeLab

  • Commercial mindset

  • Infrastructure capital

  • Financial and operational focus

  • Strengthen support/admin functions

  • Limited topline growth

  • Limited operational progress

  • Great product and service offering

  • Data quality

Kuba

CodeLab

Issue

• xxx

Current M&A pipeline

  • 4 targets, of which 2 in

    advanced discussions

  • NOK 40m revenue in total

  • Portfolio and/or legal entities

  • Driven by super-profit or synergies

Add-ons

  • 4 targets, of which 1 in advanced discussions

  • NOK 50m revenue in total

  • Tech and service with high share of recurring revenues

Greenfield

145

120

170

100

New platform

w/add-on

Shorter T2M Revenue potential

pre new bus

  • Potential greenfield investment, add-on in place

  • Unexploited potential of GF alone and add-on provides fast T2M internationally

  • Both companies cash EBITDA positive pre synergies, but great value creation potential in increasing growth initiatives

M&A 2-indexed

120

470

350

100

As is

w/add-on

Potential rev Revenue potential

synergies pre new bus

  • Large and strategic add-on with substantial cross synergies

  • Breakeven pre cost & revenue synergies

M&A 1-indexed

Both opportunities are in active negotiation with key terms under discussion. Transactions are subject to due diligence and final payment structures, likely combining cash and equity. Targeted completion is Q1 or early Q2.

M&A pipeline and near-term realistic opportunities



Pro forma revenue & cash EBITDA

Underlying cash EBITDA

Revenue

4Q25

3Q25

2Q25

-3 214

1Q25

-2 893

4Q24

-2 265

-1 855

-990

2 837

4 247

7 884

9 000

8 724

In NOK 000s

Quarterly development*

  • Revenue is all organic growth and assumes that CodeLab acquired Kuba and Cloudya with effect from 4Q24

  • Revenue adjusted down to reflect a divestment of a small portfolio in Kuba (90k per quarter)

  • All legacy revenue and large one-off costs related to the

    restructuring in Uniscale and CodeLab removed

  • Strong underlying development in revenue and cash EBITDA in all group subsidiaries

  • CodeLab bearing some overhead costs for its group companies

  • NOK 1.3m spent on growth initiatives in 4Q25 (sale & marketing), vs NOK 847k in 4Q24

Comments



Recurring revenues are driving the growth and creating visibility

6 919

Add-ons

Recurring Variable recurring

4Q25

3Q25

2Q25

1Q25

4Q24

2 316

4 080

2 837

8 467

8 645

4 247

7 884

9 000

8 724

In NOK 000s

Pro forma development per revenue type

37%

QoQ Kuba

3 258

2 246

45%

4Q24

4Q25

Recurring Variable recurring Other

  • Driven by good sales momentum

  • Still upside from reducing churn and increase add-on sales

QoQ Cloudya

2 767

3 790

In NOK 000s

In NOK 000s

5 210

5 210

70

4Q24

4Q25

Recurring Variable recurring Other

  • Achieved with 1 resource

  • Added one dedicated seller in December + significant volume signed end of year



Establishing support functions and increased sales & marketing impact opex, but proof of scalability and underlying profitability

Admin & finance S&M Development Other costs

4Q25

3Q25

2Q25

1Q25

4Q24

4 772

5 090

5 442

6 264

6 215

55%

54%

55%

123%

150%

70%

62%

61%

146%

179%

In % of sales

Pre growth costs

In NOK 000s

Pro forma development per opex* type

Admin & finance S&M Development Other costs

4Q25

3Q25

2Q25

1Q25

4Q24

2 705

3 955

4 395

4 363

4 410

34%

37%

29%

79%

126%

49%

45%

34%

103%

155%

In % of sales

Pre growth costs

In NOK 000s

Opex* excluding CodeLab Capital



Kuba is showing early signs of improvement and the potential for further growth and profit expansion is clear

In NOK 000s

1.9x

862

544

452

367

391

4Q24

1Q25

2Q25

3Q25

4Q25

  • Substantial increase vs previous periods

  • More resources on sales vs pre acquisition

  • Partner model showing promising results

  • High upside on add-on sales

New sales volume by invoice date

Yr 5

Yr 4

Yr 3

Yr 2

-4 000

Yr 1

9 261

8 820

8 400

8 000

In NOK 000s

  • New sales with high cost in Yr 1 (incl. all S&M,

    provision etc.), with negative net margin

  • From Yr 2 and onwards the marginal cost is zero and all revenue equal profit

  • Increasing growth = neg. profit contribution

Super profit from year 2

In NOK 000s

840

-329

-1 096

-1 943

4Q24

4Q25

Cash EBITDA

Cash EBITDA pre growth costs

  • Significant improvement in cash EBITDA

  • NOK 840k underlying profitability in the quarter

    excluding growth investments

  • Reduced overhead & dev costs + rev growth

Cash EBITDA development



Cloudya continues to grow while profits expected to improve

In NOK 000s

15 706

56 228

19 684

40 522

20 839

4Q25 ARR

Signed, Secured ARR Pipeline at YE, Est ARR pre

10% weight 2026 growth

  • NOK 21m by YE and NOK 20m signed, not delivered

    giving short term visibility of NOK 41m in ARR

  • 10% weighted value of pipeline added

  • NOK 56m ARR pre 2026 growth

ARR bridge and visibility

In NOK 000s

500 4 998

2 755

487 1 743

610

646

A

B

C

D

4Q25 AGP Signed Pipeline

Est AGP

pre 2026 growth

Tangible Incentives Pro forma

margin /projects

uptick

AGP

  • Estimated ARR yields NOK 1.7m in GP which covers

    the current opex run rate

  • Self funded business with expected short term AGP on estimated ARR of NOK 5.0m

Growing gross profit already covering opex

A

Gross profit on estimated ARR (pre growth)

with 4Q net margin on consumption

revenue of 3.1%

AWS incentive program and company

B certificates yielding increased margin on all accounts

Incentives from AWS, marketing support

C and revenue sharing from consulting with 100% margin for Cloudya

D Blended AGP-margin around 8% in the short

term (months)

Margin expansion expected

Comments

  • Total assets of NOK 57.6m

  • NOK 33.7m in goodwill following two transactions

  • NOK 14m in cash

  • Equity of NOK 28.2m

  • NOK 4.6m in debt in Kuba

  • Deferred contingent payments related to earn-outs valued at NOK 10.9m

Balance sheet as of Dec 31

TOTAL EQUITY AND LIABILITIES 57 605

TOTAL ASSETS 57 605



Balance sheet & funding strategy

  • M&A funded through shares, cash and sellers' credit

  • Avoid and reduce interest bearing leverage pre proven cash flow generation

  • Supportive majority shareholders, but aiming for better liquidity in the share and more professional shareholder structure

  • Medium term group companies shall be self-funded and support further organic and inorganic initiatives.

  • Option to settle deferred payments in shares

  • But expect capital markets initiatives to fuel M&A and growth initiatives in the short term

  • CF the most important KPI, but willing to invest in growth

Funding and cash strategy

Intangible assets

Equity

Research and development

1 916

Share capital

35 699

Brand & customer relations

3 892

Other equity

-6 807

Goodwill

33 712

Minority

-654

Total intangible assets

39 520

Total equity

28 238

Tangible assets

Property, plant & equipment

8

Provisions and long-term liabilities

Deferred tax

1 128

Total tangible assets

8

Liabilities to financial institutions

3 350

Liabilities to other companies

1 243

Total fixed assets

39 528

Deferred contingent payments

10 947

Total long-term liabilities

16 668

Current assets

Trade receivables

2 244

Current liabilities

Accrued revenue

1 631

Trade payables

3 231

Other receivables

70

Public duties payable

2 278

Prepaid expenses

163

Other accrued expenses

1 747

Cash and bank deposits

13 969

Deferred revenue

5 443

Total current assets

18 077

Total current liabilities

12 699

Outlook and targets

  • Reverting back to quarterly presentations, and key announcements

M&A driver for capital markets

funding

Run rate group > 12 months

•

•

Funding and communication

M&A

•

•

Short-term 1-3 new deals

Target to do 2-5 deals p.a. with

majority being add-ons

  • Focus on tech/service with low

risk

Organic

•

•

•

Double digit ARR growth

Cost optimization

Positive operational cash flow in group companies

Execution priorities and financial targets (12-24 months)

Operational improvements, M&A and synergies -> improved growth, margins, and cash flow while reducing operational liquidity requirements

Revenues could be substantially higher a year from now if we continue to grow organically and through M&A

YE 26 run rate

Synergies

Acquisitions

26' growth = 25' growth

Pipeline ARR

Signed ARR

4Q annualized

35 999

20 186

15 706

22 671

>100 000

In NOK 000s

Illustrative run rate revenue given continued growth and successful M&A

Why invest in CodeLab Capital & closing remarks



Creating lasting shareholder value by building sustainable profit growth through organic and inorganic activities

Attractive development in all group companies with attractive financial profile

High share of recurring revenues

Strong growth

Scalability and profitability

Strong market positions and attractive market dynamics

Low risk operations

Limited leverage

Successful M&A execution and

valuable M&A pipeline

Shares, cash and sellers' credit

as payment

2-5 acquisitions per year Accretive and synergetic SaaS, service and resell

Aligned incentives

High management ownership and incentives through options

Hands on and execution focus Cost control and scale on

current setup

Increasing investor relations efforts, reverting back to quarterly presentations

Q&A

  • Next presentation 27 May



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