Huddly AS – Successful completion of private placement

14 Dec 2024 00:33 CET

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, 14 December 2024: Reference is made to the stock exchange announcement by
Huddly AS ("Huddly" or the "Company", ticker: HDLY) earlier today, regarding a
contemplated private placement of NOK 130 million (the "Offer Size"), equivalent
to 1,300,000,000 new shares (the "Offer Shares") offered by the Company with a
fixed price per Offer Share of NOK 0.10 (the "Offer Price" and the "Private
Placement").

The Company is pleased to announce that it has conditionally allocated the Offer
Shares in the Private Placement at the Offer Price, raising gross proceeds of
NOK 130 million. The Private Placement received strong support from the
Company's primary insiders and existing shareholders, as well as from new
investors, and it ended up being significantly over-subscribed.

The Company retained Pareto Securities AS as sole manager and bookrunner (the
"Manager") to assist with the Private Placement.

The size of the Private Placement is based on the Company’s board of directors’
best understanding of the financial development and liquidity projections going
forward and is deemed sufficient for the Company to succeed with its new
strategy to secure a positive cash flow from the end of 2025. Of the total NOK
130 million in gross proceeds to the Company, approx. NOK 100 million will be
channeled to R&D (including the development of Huddly Crew+) as well as
go-to-market and sales efforts, while the remaining approx. NOK 30 million will
be used for working capital requirements and general corporate purposes.

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 19 December 2024 (the "EGM"), to approve
the share capital increase pertaining to the Private Placement and issue the
Offer Shares and to authorize the Board to issue new shares in a potential
Subsequent Repair Offering (as defined below). The notice to the EGM was
attached to a separate stock exchange announcement published by the Company on 5
December 2024.

Notice of conditional allocation and payment instructions to the applicants in
the Private Placement will be communicated by the Manager on or about 16
December 2024, and the Private Placement is expected to be settled by the
Manager on a delivery-versus-payment ("DVP") basis on or about 27 December 2024,
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 (such registration to be notified in
a separate stock exchange announcement on the registration date). 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 will not be tradable on Euronext Growth Oslo before the share
capital increase pertaining to the issuance of the Offer Shares has been
registered with the NRBE, the Offer Shares have been registered with the
Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS“)
and the share capital increase has been announced by the Company, expected on or
about 23 December 2024.

Completion of the Private Placement is still subject to (i) the EGM resolving to
approve the share capital increase pertaining to the Private Placement and the
issuance of 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
the “Conditions“).

Following (and subject to) the issuance of Offer Shares in the Private Placement
(but prior to the Subsequent Repair Offering), the Company will have a share
capital of NOK 1,147,705.03, divided into 1,836,328,048 shares.

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

The following primary insiders and employees of the Company (or persons closely
associated with them) have been allocated Offer Shares for a total of approx.
NOK 49.5 million (approx. 38.1% of the Private Placement) at the Offer Price in
the Private Placement (% ownership share is pre-money ownership):

• Jostein Devold, chair of the Board: NOK 0.5 million.
• Mertoun Capital AS (7.06%), being a company closely associated with Jostein
Devold, chair of the Board: NOK 10 million.
• Sonstad AS (7.33%), being a company closely associated with Jon Øyvind
Eriksen, Board member: NOK 18 million.
• Kolberg Motors AS (3.85%) and Multiplikator AS (2.39%), being companies
closely associated with Kristian Kolberg, Board member: NOK 11 million.
• Abhijit Saha Banik (0.01%), CFO: NOK 0.5 million.
• SOM Holding AS (4.47%), a company associated with Stein Ove Eriksen,
co-founder and CPO: NOK 6 million.
• Knut Teppan Design AS (0.45%), a company associated with Knut Helge Teppan,
CDO: NOK 0.05 million.
• Vegard Hammer, CTO: NOK 0.05 million.
• HPA Holding AS (1.38%), a company associated with by Håvard Alstad, VP
Engineering: NOK 2 million.
• Korinvest AS (1.53%), a company associated with Jan Tore Korneliussen,
Technical Product Manager: NOK 1.2 million.
• Kvamstad Solutions AS (0.15%), a company associated with Bendik Kvamstad,
Technical Product Manager: NOK 0.215 million.

In relation to the Private Placement, the Company, members of the Board and the
Company’s management as well as the pre-committing employees in the Company have
entered into customary lock-up undertakings with the Manager that will restrict,
subject to certain exceptions, their ability to issue, sell or dispose of shares
in the Company, as applicable, for a period of six months from the date hereof
without the prior written consent from the Manager.

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,
Euronext Growth Oslo Rule Book – Part II and Oslo Stock Exchange's guidelines on
equal treatment of shareholders. By structuring the Private Placement as a
private placement with a Subsequent Repair Offering, the Company was able to
raise capital in an efficient manner, faster, with a lower discount to the
current trading price and significantly lower completion risks compared to a
rights issue and without the underwriting commissions normally associated with
such rights issues. A fast process with limited costs was particularly important
taking the Company’s current financial situation into account. On this basis,
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 mitigate 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 (the "Subsequent Repair Offering") of up to
250,000,000 new shares in the Company (equal to NOK 25 million) directed towards
existing shareholders in the Company as of 13 December 2024 (as registered in
the VPS two trading days thereafter, i.e. 17 December 2024), who (i) are not
primary insiders in the Company, (ii) do not have a pro-rata share of the
Private Placement which is equal to or higher than the minimum order and
allocation in the Private Placement (approx. 0.8% of the shares outstanding in
the Company), (iii) were not included in the pre-sounding phase of the Private
Placement, (iv) were not allocated Offer Shares in the Private Placement, and
(v) 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 action (the "Eligible Shareholders"). The subscription
price in the Subsequent Repair Offering will be equal to the Offer Price in the
Private Placement. The Eligible Shareholders will receive non-transferrable
subscription rights in the Subsequent Repair Offering. Over-subscription and
subscription without subscription rights will be allowed.

The Subsequent Repair Offering is subject to (i) completion of the Private
Placement; (ii) necessary corporate approvals, including the EGM resolving 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.

Board composition and reverse stock split

The Board has resolved to propose certain amendments to the Company’s board
composition, which (among other) includes a new chairperson. A new extraordinary
general meeting (separate from the EGM to be held in connection with the Private
Placement) will be held as soon as practicable (early 2025) in order to
consummate the proposition. At the same extraordinary general meeting, the Board
intends to propose a reverse stock split.

Advisors

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

Contacts

For more information, please contact:
Jostein Devold, chair of the Board, +47 90 88 00 49, jd@mertoun.no
Abhijit Saha Banik, CFO, +47 40 83 09 64, abi.banik@huddly.com

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
3.9.1 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
14 December 2024, at 00:33 hours CET.

About Huddly AS
Disruptive innovation is our heartbeat at Huddly. We're committed to pushing
technology and challenging the status quo in order 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, as amended.

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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