Airthings ASA – Successful completion of private placement

11 Sep 2025 22:24 CEST

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Oslo, 11 September 2025: Reference is made to the stock exchange announcement by
Airthings ASA ("Airthings" or the "Company", OSE: AIRX) on 8 September 2025,
regarding a fully underwritten NOK 105 million capital injection through a
private placement (the "Private Placement") of new shares to be followed by a
subsequent repair offering (the "Subsequent Offering" and together with the
Private Placement, the "Equity Offering"), each at a subscription price of NOK
0.10 per share (the "Offer Price").

The Company is pleased to announce that the Private Placement has been
successfully placed, allocating 800,000,000 new shares at the Offer Price,
raising gross proceeds to the Company of NOK 80 million. 164,910,169 shares were
allocated to the consortium underwriting the full amount of the Equity Offering.
The net proceeds from the Equity Offering will be used for working capital and
general corporate purposes.

Firda AS, the Company's largest shareholder and currently holding 28.7% of the
Company's shares is expected, as a result of the Private Placement and its
underwriting commitments, to surpass 1/3 ownership (approx. 41.69%) of the
Company upon and subject to completion of the Private Placement (but before
completion of the Subsequent Offering), and in turn therefore be expected to
trigger a mandatory offer obligation and thus be required to make a mandatory
offer for the remaining shares at NOK 0.10 per share (the highest price paid by
it the last six months) or reduce its holding below the threshold. Such offer,
if required and made, will be made after completion of the Private Placement. As
stated in previous announcements, the underwriters and subscribers in the
Private Placement have all undertaken not to accept such mandatory offer, if
made, for any shares held by them (both currently held shares and any shares
acquired through the Private Placement or otherwise). With respect to the shares
to be issued in the Subsequent Offering, it is expected that these will be
issued after completion of any such mandatory offer, and thus not be eligible
for acceptance thereof.

The Board has today resolved to conditionally allocate the new shares in the
Private Placement, pending an extraordinary general meeting in the Company to be
held on 30 September 2025 (the "EGM"), to approve the share capital increase
pertaining to the Private Placement and issue of the new shares. The Board has
furthermore resolved to propose that the EGM grants the Board an authorization
to issue new shares in a potential Subsequent Offering. The notice to the EGM
was released by the Company on 9 September 2025.

Notice of conditional allocation and payment instructions to the applicants in
the Private Placement will be communicated by the Manager (as defined below) on
or about 12 September 2025. Completion of the Private Placement will remain
subject to (i) all necessary corporate resolutions being validly made by the
Company, including the approval by the EGM of the Private Placement and issuance
of the new shares, (ii) the filing of a de-listing application as described
below and (iii) registration of the share capital increase pertaining to the
Private Placement with the Norwegian Register of Business Enterprises and the
new shares being validly issued and registered with the VPS. Items (i), (ii) and
(iii) above are hereinafter referred to as the "Conditions".

Subject to fulfilment of Conditions, the Private Placement is expected to be
settled shortly after the EGM. The new shares allocated to applicants in the
Private Placement will be registered on a separate ISIN pending a prospectus
(the "Prospectus") for the listing of such shares, and for the Subsequent
Offering, being approved by the Norwegian Financial Supervisory Authority and
published by the Company, and will pending such approval and publication not be
tradable on the Oslo Stock Exchange.

Following (and subject to) the issuance of the new shares in the Private
Placement (but prior to the Subsequent Offering), the Company will have a share
capital of NOK 9,993,018.46 divided into 999,301,846 shares, each with a par
value of NOK 0.01.

Allocation to primary insiders:

The following primary insiders of the Company (or persons closely associated
with them) have been conditionally allocated shares in the Private Placement for
a total of approx. NOK 37.6 million (approx. 47.1% of the Private Placement) at
the Offer Price:

Firda AS (close associate to Chair of the Board Geir Førre): approx. NOK 35.9
million
A Management AS (close associate to Board member Aksel Lund Svindal: approx. NOK
1.7 million

Subsequent Repair Offering and equal treatment considerations

Completion of the Private Placement entails a deviation from the preferential
rights of the existing shareholders. To ensure that all shareholders are
afforded the same opportunity to subscribe for new shares and maintain their
relative shareholding in the Company after completion of the Equity Offering,
the Board has as previously announced resolved to propose that the EGM
authorizes the Board to resolve a share capital increase in connection with a
Subsequent Offering of up to 250,000,000 new shares in the Company, equal to
approx. NOK 25,000,000 in gross proceeds.

The Subsequent Offering will be directed towards existing shareholders as of 8
September 2025 (as registered in VPS on 10 September 2025 (the "Record Date"))
with less than 375,000 shares and who were not allocated shares in the Private
Placement and 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 Offering will be equal to the Offer
Price in the Private Placement. The Eligible Shareholders will receive
non-transferrable subscription rights in the Subsequent Offering.
Over-subscription with subscription rights, as well as subscription without
subscription rights, will not be permitted in the Subsequent Offering. The Board
will strive to ensure that all subscribers in the Subsequent Offering receive
pro rata allocation in line with their existing shareholding in the Company as
recorded in VPS on the Record Date. The Subsequent Offering is fully
underwritten, and any unsubscribed shares above such pro rata allocation will be
allocated to the underwriters.

The Subsequent Offering is subject to (i) completion of the Private Placement,
including registration of the share capital increase; (ii) approval by the EGM
to authorize the Board to issue new shares in the Subsequent Offering and the
Board resolving a share capital increase to issue these new shares and (iii) the
approval by Norwegian Financial Supervisory Authority, and publication by the
Company, of an offering prospectus pertaining to the Subsequent Offering. The
Company will revert in due course with update as to timing of the Subsequent
Offering.

Advisors

DNB Carnegie, a part of DNB Bank ASA, has been appointed as manager for the
Equity Offering (the "Manager").

For additional information or media requests, please contact:
Helge Øien, interim CEO ir@airthings.com

Disclosure

This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.

About Airthings

Airthings is a leading global technology company specializing in award-winning
radon detectors and indoor air quality (IAQ) monitors for homes, workplaces, and
schools. With a mission to empower people worldwide to understand and improve
the air they breathe, Airthings offers accessible, accurate, and user-friendly
solutions designed to enhance health and well-being through simple and
affordable technology. Airthings has sold over 1 million devices worldwide. The
company and its products have received the TIME Best Inventions Award and CES
Innovation Award Honor. Headquartered in Oslo, Norway, with additional offices
in the United States, Airthings continues to innovate and educate on the
importance of continuous indoor air quality monitoring. For more information on
Airthings’ comprehensive range of IAQ solutions and the benefits of healthy
indoor air, please visit airthings.com.

Important notices:

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 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 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 "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 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 believes 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 its 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 operate, 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 such
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 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 Manager nor any of its 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 in the Company.

Neither the Manager nor any of its respective affiliates accepts any liability
arising from the use of this announcement.

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655259_AIRX - PDMR Notification Form 11.09.2025.pdf