Huddly AS — Share Issue/Capital Change 2021

Feb 9, 2021

Huddly AS - Offering successfully completed

Huddly AS - Offering successfully completed

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.

Oslo, 9 February 2021: Reference is made to the announcement from Huddly AS (“Huddly” or the “Company”) published on 8 February 2021 regarding the terms for the offering of shares (the “Offering”) and subsequent admission to trading on Euronext Growth Oslo (the “Listing”).

Huddly is pleased to announce that the Offering has been successfully completed with the allocation of 49,500,000 Offer Shares (as defined below) at a price of NOK 15.50 per Offer Share (the "Offer Price"), resulting a total transaction size of NOK 767 million.

In summary:

• Huddly will issue 19,123,200 new shares in conjunction with the Offering (the "New Shares"), raising gross proceeds of approximately NOK 296 million. The net proceeds from 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 Offering also comprised a sale of existing shares from a consortium of existing shareholders in the Company, including certain board and management representatives (the “Selling Shareholders”) of 25,876,800 shares (the “Sale Shares”), corresponding to an amount of approximately NOK 401 million.

• In addition, the Managers (as defined below) have over-allocated 4,500,000 additional existing shares (the “Additional Shares” and, together with the New Shares and the Sale Shares, the “Offer Shares”).

• The Offering, which attracted significant interest from investors, was more than 15 times oversubscribed excluding shares pre-allocated to the cornerstone investors listed below.

• Five cornerstone investors: (i) DNB Asset Management (NOK 110 million); (ii) Arctic Asset Management (NOK 90 million); (iii) Berenberg (NOK 50 million) (iv) Handelsbanken Fonder (NOK 50 million) and (v) KLP Kapitalforvaltning (NOK 50 million) have been allocated NOK 350 million in the Offering.

• There will be in total 213,851,424 shares in Huddly in issue following the issuance of the New Shares (and certain other shares following options exercises), resulting in a post-money market capitalisation of the Company of approximately NOK 3.3 billion based on the Offer Price.

• The first day of trading on Euronext Growth Oslo is expected to be on or about 15 February 2021 under the trading symbol "HDLY” (subject to the necessary approvals from the Oslo Stock Exchange and the registration of the Company’s shares in the Norwegian Central Securities Register, VPS).

Allocation to investors will be communicated on or about 9 February 2021 and the Offering is expected to be settled by the Managers on a delivery-versus-payment basis on or about 15 February 2020.

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 180 days for the board of directors (365 days for the chairman), after the commencement of trading in the shares on Euronext Growth Oslo.

Certain existing shareholders have granted Pareto Securities AS (the “Stabilisation Manager”) (on behalf of the Managers) an option to purchase a number of existing shares equal to the number of over-allotted shares at a price per share equal to the Offer Price to cover any short positions resulting from any over-allotments made (the “Greenshoe Option”). The Stabilisation Manager may also, in a period of 30 days from the first day of listing (the "Stabilisation Period") and in accordance with the principles of the EC Commission Regulation 2273/2003, close out such short position by buying shares in the open market with a view to supporting the market price of the shares. Net profits from any such stabilisation activities will be to the benefit of the shareholders providing the Greenshoe Option.

Advisors:

ABG Sundal Collier ASA and Pareto Securities AS are engaged as Joint Global Coordinators and Joint Bookrunners (together the “Managers”) 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.