Huddly AS — Capital/Financing Update 2021

Feb 8, 2021

Huddly AS - Contemplated private placement and listing on Euronext Growth Oslo

Huddly AS - Contemplated private placement and listing on Euronext Growth Oslo

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

Huddly AS - Contemplated private placement and listing on Euronext Growth Oslo

Oslo, 8 February 2021: Huddly AS (“Huddly” or the “Company”) has engaged ABG Sundal Collier ASA and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners (together the “Managers”) to advise on and effect a contemplated private placement of new and existing shares in the Company in connection with a listing on Euronext Growth Oslo (the “Private Placement”).

The Private Placement will consist of an offer of (i) approximately 19.1 million new shares, equivalent to approximately 10% of the outstanding shares in the Company, (the “New Shares”) and (ii) a sale of up to approximately 25.9 million existing shares (of which approximately 3.5 million shares will be shares issued following options exercise) (the “Sale Shares”) from a consortium of existing shareholders in the Company, including certain board and management representatives (the “Selling Shareholders”). There will also be an over-allotment option of up to 4.5 million additional existing shares (the "Additional Shares" and, together with the New Shares and the Sale Shares, the "Offer Shares"), representing up to approximately 10% of the total number of New Shares and Sale Shares sold in the Private Placement.

The price per share in the Private Placement has been set to NOK 15.50, equivalent to a pre-money equity value of the Company of NOK 2,964 million based on the 191,227,424 shares currently outstanding in the Company, resulting in a total transaction size, including the Additional Shares, of approximately NOK 767 million.

The net proceeds to the Company arising from the issuance of the New Shares will be used for an acceleration of R&D, integration with partners, working capital related to higher volumes, potential M&A and general corporate purposes. The proceeds from the sale of the Sale Shares and any proceeds from Additional Shares will be for the benefit of the Selling Shareholders.

Five cornerstone investors, have, subject to certain terms and conditions, undertaken to subscribe for and be allocated shares for NOK 350 million as follows: (i) DNB Asset Management (NOK 110 million); (ii) Arctic Asset Management (NOK 90 million); (iii) Berenberg Bank (NOK 50 million) (iv) Handelsbanken Fonder (NOK 50 million) and (v) KLP Kapitalforvaltning (NOK 50 million).

The bookbuilding period in the Private Placement will commence today, 8 February 2021 at 09:00 CET and close on 8 February 2021 at 18:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Company, the Selling Shareholders and the members of the Company's management and board of directors have entered into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 180 days for the Company and Selling Shareholders, and 365 days for the members of the Company's management and board of directors, after the commencement of trading in the shares on Euronext Growth Oslo.

Huddly has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth Oslo (the “Listing”). The first day of trading on Euronext Growth Oslo is expected to be on 15 February 2021.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

The completion of the Private Placement is conditional upon (i) all corporate resolutions of the Company required to issue the New Shares having been validly made, including the Company’s board of directors’ resolution to proceed with the Private Placement and to issue allocate the New Shares pursuant to an authorisation given by the Company’s extraordinary general meeting held on 29 January 2021, and (ii) the registration of the share capital increase in the Company pursuant to the Private Placement in the Norwegian Register of Business Enterprises.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

Huddly in brief:

Huddly is a video collaboration technology company that combines Scandinavian-designed hardware, software, artificial intelligence and machine learning to create innovative camera products for everyone who uses video to collaborate. The Company operates in the global video conferencing market for video collaboration systems primarily aimed at professional use in meeting rooms as well as personal working spaces. Huddly was founded in 2014 by a team with extensive industry experience from Cisco and Tandberg.

Huddly defines itself as a software company that makes its own hardware platform. The core technology platform is software-based, centred around powerful edge computing capabilities, artificial intelligence and analytics. The Company’s cameras are intelligent, powerful, inclusive, easy-to-use and software-upgradable. Huddly’s software defined approach allows the products to stay updated over time and allows for development of intelligent features.

The Company entered the market in 2017 with its first product Huddly GO, aiming to offer a product that was optimally suited for the smaller meeting room (“huddle rooms”) market. The camera offered powerful video and high-end performance in a small form factor at a low cost. Huddly GO was initially launched together with strategic partner Google, as part of the Google Meet Kit. Since then, the Company has continued to launch new products and software. The Huddly IQ was launched in 2018, introducing new intelligent software functionality. The Company has also introduced new innovative products to cater to a larger addressable market beyond the huddle room space. The Work From Home kit was introduced during the COVID-19 pandemic. In addition, Huddly launched Canvas in August 2020, a collaboration tool to seamlessly incorporate the use of physical white boards in video meetings. In 2020, Huddly also launched its new generation camera platform based on IP connectivity. The new generation of cameras offers significant benefits, including improved scalability, simplified installation, more efficient maintenance and less need for cables. The new camera range comes in two sizes, one for small and medium sized rooms and one for large sized rooms. Lastly, Huddly launched its new generation camera for remote working scenarios, the Huddly One, in 2021.

Advisors:

ABG Sundal Collier ASA and Pareto Securities AS are engaged as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to Huddly, while Advokatfirmaet Schjødt AS is acting as legal advisor to the Managers.

For more information, please contact:

Stein Jacob Frisch, Huddly Investor Relations

+47 91 61 09 11

huddly@lillebyfrisch.no

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. 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.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (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 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 "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that 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 (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom 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 believe that these assumptions were reasonable when made, these 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 their control. 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 such forward-looking statements. The Company does not make any guarantee 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 the 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 Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts 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 of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.