Huddly AS – Successful completion of private placement

Issuer

Huddly AS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 22 August 2025: Reference is made to the stock exchange announcement by
Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 21 August 2025, regarding
a contemplated pre-committed private placement of NOK 50 - 75 million (the
"Offer Size"), equivalent to minimum 4,545,455 and maximum 6,818,181 new shares
(the "Offer Shares") offered by the Company with a fixed price per Offer Share
of NOK 11.00 (the "Offer Price" and the "Private Placement").

The Company is pleased to announce that the Private Placement has been
successfully placed, allocating 5,526,544 Offer Shares at the Offer Price,
raising gross proceeds to the Company of approx. NOK 61 million,

The net proceeds from the Private Placement to the Company will be used to
bridge the deficit until the Company is expected to become cash flow positive in
2026. The focus will be on continued investments in R&D for roll-out and
improvement of new products, onboarding of new strategic partners, expansion of
channel sales, and general working capital requirements to support growth.

The Company's board of directors (the "Board") has today resolved to
conditionally allocate the Offer Shares, pending an extraordinary general
meeting in the Company, to be held on or about 8 September 2025 (the "EGM"), to
approve the share capital increase pertaining to the Private Placement and issue
of the Offer Shares. The Board has furthermore resolved to propose that the EGM
grants the Board an authorization to (i) issue new shares in a potential
Subsequent Repair Offering (as defined below) and (ii) issue Fee Shares (as
defined below). The notice to the EGM will be attached to a separate stock
exchange announcement to be published by the Company on 25 August 2025.

Notice of conditional allocation and payment instructions to the applicants in
the Private Placement will be communicated by the Manager on or about 25 August
2025 prior before 9:00 CEST, and the Private Placement is expected to be settled
by the Manager on a delivery-versus-payment ("DVP") basis on or about 11
September 2025, subject to fulfilment of the Conditions (as set out below) and
processing time with the Norwegian Register of Business Enterprises (the "NRBE")
pertaining to registration of the share capital increase. The DVP settlement of
the Offer Shares in the Private Placement will be facilitated by a pre-payment
agreement entered into between the Company and the Manager (the "Pre-Payment
Agreement").

The Offer Shares in the Private Placement are not tradeable on Euronext Growth
Oslo before the share capital increase pertaining to the Offer Shares has been
registered with the NRBE and the Offer Shares have been registered in the
Norwegian Central Securities Depository (Euronext Securities Oslo or the "VPS").
The Company will announce when such registration has taken place, which is
expected on or about 10 September 2025.

Completion of the Private Placement is still subject to (i) the EGM resolving to
approve the capital increase pertaining to the Private Placement and the
issuance the Offer Shares, (ii) the Pre-Payment Agreement remaining in full
force and effect, (iii) the share capital increase pertaining to the issuance of
the allocated Offer Shares being validly registered with the NRBE, and (iv) the
allocated Offer Shares being validly issued and registered in the VPS) (jointly
referred to as the "Conditions").

Following (and subject to) the issuance of Offer Shares in the Private Placement
(but prior to the Subsequent Repair Offering and the issuance of the Fee
Shares), the Company will have a share capital of NOK 1,649,364.0625 divided
into 26,389,825 shares.

Subscription by primary insiders and employees of the Company and lock-up

The following primary insiders of the Company (or persons closely associated
with them) have been allocated Offer Shares for a total of approx. NOK 24.7
million (approx. 40% of the Private Placement) at the Offer Price in the Private
Placement:

• Jon Øyvind Eriksen (Chairman) approx. NOK 12 million;
• Kristian Kolberg (Board member) approx. NOK 10 million;
• Håvard Pedersen Alstad (EVP Engineering) approx. NOK 1.2 million;
• Jostein Devold (Board member) approx. NOK 0.75 million;
• Bente Sollid (Board member) approx. NOK 0.2 million;
• Anika Jovik (board member) approx. NOK 0.2 million;
• Rósa Stensen (CEO) approx. NOK 0.1 million;
• Abhijit Saha Banik (CFO) approx. NOK 0.1 million;
• Stein Ove Eriksen (Co-Founder and CPO) approx. NOK 0.1 million; and
• Knut Helge Teppan (CDO) NOK approx. NOK 0.05 million.

The Company, members of the Company's management and Board have furthermore all
agreed to a 6 month lock-up in connection with the Private Placement.

Potential Subsequent Repair Offering and equal treatment considerations

Completion of the Private Placement entails a deviation from the preferential
rights of the existing shareholders. When resolving to conduct the Private
Placement, the Board considered this deviation in light of the equal treatment
obligations set out in the Norwegian Private Limited Liability Companies Act and
Euronext Growth Oslo Rule Book - Part II. By structuring the Private Placement
as a private placement with a Subsequent Repair Offering, the Company is able to
raise capital swiftly and efficiently in a volatile capital market, with
significantly reduced completion risk compared to a rights issue and with a
lower discount to the current trading price of the shares than a rights issue. A
rights issue would furthermore be more costly and more time-consuming than the
Private Placement, among other things due to the requirement to prepare and
register a national prospectus, which, given the Company's current financial
situation, is not desired prior to the Company having secured funds in the
Private Placement. The Company also requires capital to bridge its needs until
it is cash flow positive and it increases the Company's chances of securing
sufficient new capital that it can approach also new investors. Additionally,
the Company received pre-commitments and support from larger shareholders to
reduce transaction risk. On this basis, and an assessment of the current equity
markets, the Board is of the opinion that there are sufficient grounds to
deviate from the preferential rights of the existing shareholders and that the
Private Placement is compliant with the equal treatment obligations.

To limit the dilutive effects for the existing shareholders not participating in
the Private Placement, the Board has resolved to propose that the EGM authorizes
the Board to resolve a share capital increase in connection with a potential
subsequent repair offering of up to 1,818,181 new shares in the Company equal to
approx. NOK 20 million (the "Subsequent Repair Offering"). The Subsequent Repair
Offering will be directed towards existing shareholders in the Company as of 22
August 2025 (as registered in the VPS two trading days thereafter i.e. on 26
August 2025, who (i) hold less than 1.00% of the current shares outstanding in
the Company (rounded to the nearest two decimal points), (ii) were not allocated
Offer Shares in the Private Placement, and (iii) are not resident in a
jurisdiction where such offering would be unlawful or would (in jurisdictions
other than Norway) require any prospectus, filing, registration or similar (the
"Eligible Shareholders").The subscription price in the Subsequent Repair
Offering will be equal to the Offer Price int the Private Placement. The
Eligible Shareholders will receive non-transferrable subscription in the
Subsequent Repair Offering. Oversubscription with subscription rights and
subscription without subscriptions rights will be allowed.

The Subsequent Repair Offering is subject to (i) completion of the Private
Placement; (ii) approval by the EGM to authorize the Board to issue new shares
in the Subsequent Repair Offering and the Board resolving a share capital
increase to issue new shares in the Subsequent Repair Offering; (iii) the
publication of an offering prospectus pertaining to the Subsequent Repair
Offering; and (iv) the prevailing market price and trading volume of the
Company's shares following the Private Placement. The Board may decide that the
Subsequent Repair Offering will not be carried out if the Company's shares trade
at or below the subscription price in the Subsequent Offering (i.e. the Offer
Price) at sufficient volumes.

Authorisation to issue Fee Shares

NOK 50 million of the Private Placement was pre-committed by certain of the
Company's existing shareholders, including Sonstad AS (a company closely
associated with Jon Øyvind Eriksen, chair of the Board) and Kolberg Motors AS (a
company closely associated with Kristian Kolberg, Board member) who pursuant to
the pre-commitment agreement entered into with the Company will receive a
pre-commitment fee of 5.00% each, i.e. approx. NOK 2.5 million in total, to be
settled by issuance of new shares by way of set-off against the pre-commitment
fee (the "Fee Shares"). The Board has therefore proposed that the authorisation
for the issuance of shares in the Subsequent Offering also include authorization
to issue the Fee Shares (227,265 shares), meaning that the Board is authorized
to increase the Company's share capital by up to NOK 127,840.3750 divided into
2,045,446 shares.

Advisors

Pareto Securities AS is acting as sole manager and bookrunner in connection with
the Private Placement (the "Manager"). Advokatfirmaet Simonsen Vogt Wiig AS is
acting as legal counsel to the Company.

Contacts

For more information, please contact:

Jon Øyvind Eriksen, chair of the Board, +47 93 06 03 30,[email protected]
Abhijit Saha Banik, CFO, +47 40 83 09 64, [email protected]

Disclosure
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, Euronext Growth Oslo Rule Book - Part II, section
3.9 and section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Abhijit Saha Banik, CFO of the Company on
22 August 2025, at 20:35 hours CEST.

About Huddly AS

Disruptive innovation is our heartbeat at Huddly. We're committed to pushing
technology and challenging the status quo in to empower human collaboration.
Combining our industry-leading expertise in artificial intelligence, software,
hardware, and UX, we craft intelligent camera systems that enable inclusive and
productive teamwork. Huddly cameras are designed to provide high-quality,
AI-powered video meetings on major platforms, including Microsoft Teams, Zoom,
and Google Meet. With upgradable software, durable hardware, and engaging user
experiences, they are the ideal choice for organizations seeking a future-proof,
scalable, and sustainable solution. Founded in 2013, Huddly is headquartered in
Oslo, Norway, with presence in the US and EMEA and distribution globally.

Important notice

This announcement is not, and does not form a part of, any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under the Securities Act, and accordingly may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering or their securities in the United States or to conduct
a public offering of securities in the United States. Any sale in the United
States of the securities mentioned in this announcement will be made solely to
QIBs as defined in Rule 144A under the Securities Act, pursuant to an exemption
from the registration requirements under the US Securities Act, as well as to
"major U.S. institutional investors" as defined in Rule 15a-6 under the United
States Exchange Act of 1934.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that EEA Member State within the meaning of
the Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression
"Prospectus Regulation" means Regulation 2017/1129 as amended together with any
applicable implementing measures in any EEA Member State (also as it forms part
of the United Kingdom domestic law by virtue of the European Union Withdrawal
Act 2018).

In the United Kingdom, this communication is only being distributed to and is
only directed at persons that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, the assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond the
Company's control.

Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, changes in the general economic, political
and market conditions in the markets in which the Company operates, the
Company's ability to attract, retain and motivate qualified personnel, changes
in the Company's ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on any forward-looking statements in this
announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement. Neither the Manager nor any of its affiliates make
any representation as to the accuracy or completeness of this announcement and
none of them accept any responsibility for the contents of this announcement or
any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the Manager
nor any of its affiliates accept any liability arising from the use of this
announcement.

This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation as amended together with any applicable
implementing measures in any EEA Member State (or as it forms part of the United
Kingdom domestic law by virtue of the European Union Withdrawal Act 2018), and
repealing Directive 2003/71/EC (as amended) as implemented in any Member State.

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