SmartCraft Group AB (publ) publishes prospectus in connection with its listing on Nasdaq Stockholm

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES BEYOND WHAT IS REQUIRED UNDER SWEDISH LAW.

SmartCraft Group AB (publ) (“SmartCraft” or the “Company”) today publishes a prospectus in connection with the Company’s listing of its shares on Nasdaq Stockholm.

Gothenburg, 9 March 2026

On 1 December 2025, it was announced that the Company had adopted a cross-border merger plan with SmartCraft ASA, with the Company as the acquiring entity, in order to effect the relisting of SmartCraft ASA’s shares on Nasdaq Stockholm (the “Relisting”). On 12 February 2026, it was announced that Nasdaq Stockholm had assessed that Nasdaq Stockholm’s listing requirements have been fulfilled and that Nasdaq Stockholm will approve an application for admission to trading of the Company’s shares, subject to the fulfilment of certain customary conditions, including the approval and registration of a prospectus by the Swedish Financial Supervisory Authority (the “SFSA”) and the Company meeting the distribution requirement on Nasdaq Stockholm. Today, SmartCraft publishes a prospectus for the offering of shares (the “Offering”) and the admission to trading on Nasdaq Stockholm. The first day of trading is expected to be 24 March 2026.

THE OFFERING IN BRIEF

• The Offering will be directed solely into Sweden during an application period from 10–19 March 2026 (the “Application Period”).
• The price per share (the “Offering Price”) will be the lower of i) the volume-weighted average price of the shares of the Company (the “Shares”) on the Oslo Stock Exchange during the Application Period, and ii) the last closing price of the Company’s shares on the Oslo Stock Exchange with a discount of ten percent (10%), converted from NOK to SEK based on the exchange rate published by the Swedish Central Bank (Sw. Sveriges Riksbank) on the last day of the Application Period. The Offering Price will not exceed SEK 20 per share.
• The Offering includes up to 1,000,000 shares. The gross proceeds in the Offering is estimated to amount to approximately SEK 14.25 million¹, depending on the Offering Price.
• The first day of trading on Nasdaq Stockholm is expected to be 24 March 2026, and the Company’s shares will trade under the trading symbol (ticker) SMCRT.
• The Swedish language prospectus containing the complete terms and conditions for the Offering (the “Prospectus”) has today been approved by the Swedish Financial Supervisory Authority, Finansinspektionen, and will be published on SmartCraft’s website (www.smartcraft.com/relisting-to-nasdaq-stockholm-2026/), DNB Carnegie, Sweden Branch’s website (https://www.carnegie.se/investment-banking/aktuella-erbjudanden/), Avanza’s website (www.avanza.se) and Nordnet’s website (www.nordnet.se). The Prospectus is made available only to prospective investors located in Sweden.
• The outcome of the Offering is anticipated to be announced through a press release on or about 19 March 2026.

1. Based on the volume-weighted average price of SmartCraft ASA’s shares on the Oslo Stock Exchange during the ten days preceding 6 March 2026 with a discount of ten percent (10%), converted from NOK to SEK based on the exchange rate published by the Swedish Central Bank on 6 March 2026.

BACKGROUND TO THE OFFERING

SmartCraft is one of the leading Nordic providers 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. Immediately prior to the completion of the merger, the Company’s parent company, SmartCraft ASA, is a Norwegian public limited liability company whose shares are listed on Oslo Børs.

In connection with the admission of the Company’s shares to trading on Nasdaq Stockholm, the Company will carry out a new issue of shares, which will be offered to the public in Sweden. The Offering is not intended to raise new capital, but to ensure a sufficiently broad shareholder base in order to meet Nasdaq Stockholm’s listing requirements. The Company considers the net proceeds to be insignificant in relation to the Company’s operations and, therefore, the amount will not be allocated to any specific purpose other than for general corporate purposes.

The Board of Directors and the Company’s executive management consider the listing of the Company’s shares to be a logical and important step in the Company’s development, further strengthening proximity to customers and increasing awareness of the Company and its operations among both existing and potential customers and suppliers.

The cross-border merger is expected to be completed on 20 March 2026, upon which shareholders will have their shares in SmartCraft ASA exchanged one-for-one with shares in the Company. The last day of trading on Oslo Børs is expected to be 19 March 2026 and the first day of trading on Nasdaq Stockholm is expected to be 24 March 2026. The dates can be changed and, if so, this will be separately announced.

PROSPECTUS AND APPLICATION

The Prospectus containing the complete terms and conditions for the Offering will be published on SmartCraft’s website (www.smartcraft.com/relisting-to-nasdaq-stockholm-2026/), DNB Carnegie, Sweden Branch’s website (https://www.carnegie.se/investment-banking/aktuella-erbjudanden/), Avanza’s website (www.avanza.se) and Nordnet’s website (www.nordnet.se). The Prospectus will also be published on the Swedish Financial Supervisory Authority’s website (www.fi.se). Subscription forms will be available on DNB Carnegie’s, Avanza’s and Nordnet’s websites, respectively.

The Prospectus has been prepared in accordance with Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Prospectus has been approved by the Swedish Financial Supervisory Authority, which is the competent authority in accordance with article 20 in the Prospectus Regulation. The Swedish Financial Supervisory Authority only approves the Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of the Company or as an endorsement of the quality of the securities that are the subject of the Prospectus and does not indicate that the Swedish Financial Supervisory Authority guarantees that the facts in the Prospectus are correct or complete. Each and every investor should make their own assessment as to the suitability of investing in the Company's securities.

ADVISORS

DNB Carnegie is acting as financial advisor to SmartCraft. White & Case is acting as legal advisor on Swedish law matters, and Advokatfirmaet Thommessen AS is acting as legal advisor on Norwegian law matters.

CONTACT

Kine Kragholm Olsen, Interim CFO, +47 926 43 530, kine.olsen@smartcraft.com

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.

Important information

The publication, release or distribution of this press release may be restricted in certain jurisdictions. Recipients of this press release in the jurisdictions in which this press release has been published, released or distributed should inform themselves about and observe such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in SmartCraft in any jurisdiction. This press release does not identify or attempt to identify any risks (direct or indirect) that may be associated with an investment in securities of SmartCraft. The information contained in this press release is published for background purposes only and does not purport to be complete.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended.

The information contained in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable laws and regulations.

This press release is not a prospectus as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. SmartCraft has not authorized any offer of securities to the public in any member state of the European Economic Area (“EEA”).

Forward-looking statements

This press release contains certain forward-looking statements that reflect the Company’s current views with respect to future events and financial and operational performance. Words such as “intends”, “expects”, “anticipates”, “may”, “plans”, “believes”, “estimates” and other expressions that are indicative or predictive of future developments or trends, and that are not based on historical facts, constitute forward-looking statements. By its nature, forward-looking information involves known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking statements are not guarantees of future performance or development and actual results may differ materially from those expressed in the forward-looking statements.

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