Huddly AS – Private placement successfully placed

25 Feb 2026 00:06 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, 25 February 2026: Reference is made to the stock exchange announcement by
Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 24 February 2026,
regarding a contemplated private placement of NOK 55 – 75 million (the "Offer
Size"), equivalent to minimum 2,750,000 and maximum 3,750,000 new shares (the
"Offer Shares") offered by the Company with a fixed price per Offer Share of NOK
20.00 (the "Offer Price" and the "Private Placement").

The Company is pleased to announce that the Private Placement has been
successfully placed, allocating 3,750,000 Offer Shares at the Offer Price,
raising gross proceeds to the Company of NOK 75 million.

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

The net proceeds from the Private Placement to the Company will be used to (i)
repay NOK 30.75 million of a loan from certain current and former shareholders
due 9 June 2026 (the maturity for the remaining portion has been extended by 12
months), and (ii) bridge the deficit until cash flow positive (which is expected
to occur during H2 2026) including 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 11 March 2026 (the "EGM"), to
approve the share capital increase pertaining to the Private Placement. The
Board has furthermore resolved to propose that the EGM grants the Board an
authorisation to issue new shares in a potential Subsequent Offering (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 February 2026.

Notice of conditional allocation and payment instructions to the applicants in
the Private Placement will be communicated by the Manager on or about 25
February 2026 before 09:00 CET. The allocated Offer Shares will be delivered to
the investor's VPS account on a delivery-versus-payment ("DVP") basis on or
about 13 March 2026, subject to fulfilment of the Conditions (as set out below).
The DVP settlement structure is facilitated through the delivery of existing and
unencumbered shares in the Company, already admitted to trading on Euronext
Growth Oslo, pursuant to a share lending agreement (the “Share Lending
Agreement”) between the Company, the Manager, Sonstad AS and Kolberg Motors AS.
The Offer Shares will thus become tradable on Euronext Growth Oslo immediately
after approval of the Private Placement and issuance of the Offer Shares by the
EGM, expected on or about 11 March 2026.

Completion of the Private Placement is still subject to (i) the EGM in the
Company resolving to approve the capital increase pertaining to the Private
Placement and the issuance of the Offer Shares, and (ii) the Share Lending
Agreement remaining in full force and effect (jointly referred to as the
“Conditions”).

Following (and subject to) the issuance and registration with the Norwegian
Register of Business Enterprises of the new shares in the Private Placement (but
prior to the Subsequent Offering), the Company will have a share capital of NOK
1,941,528,06 divided into 31,064,449 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 26.5
million (approx. 35.1 % of the Private Placement) at the Offer Price in the
Private Placement:

• Jon Øyvind Eriksen (chair) NOK 10,000,000;
• Kristian Kolberg (board member) NOK 15,000,000;
• Jostein Devold (board member) NOK 300,000;
• Håvard Pedersen Alstad (EVP Engineering) NOK 250,000;
• Bente Sollid (board member) NOK 200,000;
• Ingrid Vinje (EVP People) NOK 150,000;
• Rósa Stensen (CEO) NOK 100,000;
• Abhijit Saha Banik (CFO) NOK 100,000;
• Anika Jovik (board member) NOK 100,000;
• Stein Ove Eriksen (Co-Founder and CPO) NOK 100,000; and
• Knut Helge Teppan (CDO) NOK 40,000.

As a result of (i) the selling restrictions applicable to the offering as
further described in the section “Important Notice” below, and (ii) the
requirement for delivery of the Offer Shares to a VPS account, no Offer Shares
were allocated to Bo Pintea (EVP Business Development), as announced in the
stock exchange release relating to the launch of the Private Placement earlier
today. Any allocation to Pintea may be considered in connection with the
Subsequent Offering (as defined below).

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 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. By
structuring the Private Placement as a private placement with a Subsequent
Offering, the Company was 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. 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 authorises
the Board to resolve a share capital increase in connection with a potential
subsequent offering of up to 550,000 new shares in the Company equal to NOK 11
million (the "Subsequent Offering"). The Subsequent Offering will be directed
towards existing shareholders in the Company as of 24 February 2026 (as
registered in the VPS two trading days thereafter i.e. on 26 February 2026, who
(i) were not included in the pre-sounding phase of the Private Placement, (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
Offering will be equal to the Offer Price in the Private Placement. The Eligible
Shareholders will receive non-transferable subscription rights in the Subsequent
Offering. Oversubscription with subscriptions rights will be allowed. No
subscription without subscription rights will be allowed.

The Subsequent Offering is subject to (i) completion of the Private Placement;
(ii) approval by the EGM to authorise the Board to issue new shares in the
Subsequent Offering and the Board resolving a share capital increase to issue
new shares in the Subsequent Offering; (iii) the prevailing market price and
trading volume of the Company's shares following the Private Placement. The
Board may decide that the Subsequent 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. The Company will publish
a prospectus if and to the extent required pursuant to Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 (the Prospectus
Regulation), as implemented in Norway in accordance with the Norwegian
Securities Trading Act.

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:

Jon Øyvind Eriksen, chair of the Board, +47 93 06 03 30, admin@sonstad.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 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
25 February 2026, at 00:05 hours CET.

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.

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, and repealing Directive
2003/71/EC (as amended) as implemented in any Member State.

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