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.

Napatech A/S (the "Company") hereby announces a contemplated private placement
of up to 9,000,000 new shares in the Company (the "Offer Shares") (the "Private
Placement"). The Company has engaged ABG Sundal Collier ASA and SpareBank 1
Markets AS as managers (together, the "Managers") to advise on and effect the
contemplated Private Placement.

The price per Offer Share (the "Subscription Price") and the final number of
Offer Shares to be issued in the Private Placement will be determined by the
board of directors of the Company (the "Board") on the basis of an accelerated
book-building process to be conducted by the Managers.

The net proceeds to the Company from the Private Placement will be used to
finance the growth opportunity arising from announced partnerships (resulting in
the increased guidance), including i.a. hiring of more developers and working
capital requirements in connection with increased production, as well as for
general corporate purposes.

The bookbuilding period for the Private Placement will start today, 7 May 2024
at 16:30 (CEST) and close on 8 May 2024 at 08:00 (CEST). The Company and the
Managers may, however, at any time resolve to extend or shorten the bookbuilding
period on short or no notice. If the bookbuilding period is extended or
shortened, any other dates referred to herein may be amended accordingly. The
Company intends to announce the number of Offer Shares allocated in the Private
Placement through a stock exchange notice expected to be published before
opening of the trading on Oslo Børs on 8 May 2024.

The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement 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 (including Regulation
(EU) 2017/1129) are available, including to employees and directors of the
Company. Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Manager, following the expiry of the
bookbuilding period. The Company may focus on allocation criteria such as (but
not limited to) existing ownership in the Company, pre-commitments (as further
described above), price leadership, timeliness of order, relative order size,
perceived investor quality, sector knowledge and investment horizon.  

The Company has received strong interest from existing shareholders and wall
crossed accounts during the pre-sound phase of the transaction. As such, only
existing shareholders of the Company can expect to receive an allocation in the
Private Placement following this announcement.
Settlement of the Offer Shares is expected to take place on or about 13 May 2024
on a delivery-versus-payment (DVP) basis by delivery of existing and
unencumbered shares in the Company that are already listed on Oslo Børs pursuant
to a share lending agreement (the "Share Lending Agreement") expected to be
entered into between the Company, the Managers and an existing shareholder. The
Offer Shares will thus be tradable from allocation, expected from and including
8 May 2024.

The decision to launch the Private Placement is made pursuant to Article 5.2 in
the Company's Articles of Association pursuant to which the Board is authorised
to increase the share capital without pre-emption rights for existing
shareholders pursuant to the authorisation granted to the Board by the general
meeting held on 25 April 2024 (the "Board Authorization"). The Offer Shares, if
issued, will rank pari passu in all respects with the existing shares in the
Company. The Offer Shares will be negotiable instruments and no restrictions
will apply to their transferability. Rights conferred by the Offer Shares,
including voting rights and dividend rights, will apply from the time when the
capital increase is registered with the Danish Business Authority. 

Completion of the Private Placement, by delivery of the Offer Shares to
investors, is subject to (i) all necessary corporate resolutions being validly
made by the Company, including (without limitation) resolutions by the Board to
consummate the Private Placement and issue and allocate the Offer Shares
pursuant to the Board Authorisation, and (ii) the Share Lending Agreement
remaining unmodified and in full force and effect.

The Company reserves the right to, at any time and for any reason prior to
notification of allocation, to cancel the Private Placement and/or to 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.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian
Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for
companies admitted to trading on Euronext Oslo and the Oslo Stock Exchange's
Guidelines on the rule of equal treatment, and deems that the proposed Private
Placement is in compliance with these obligations. The Board is of the view that
it will be in the common interest of the Company and its shareholders to raise
equity through a private placement. By structuring the equity raise as a private
placement, the Company is expected to raise equity efficiently, with a lower
discount to the current trading price, at a lower cost and with a significantly
reduced completion risk compared to a rights issue. The Company has considered a
rights issue instead of a private placement. The Company is of the opinion that
a rights issue would have to be on a fairly significant discount, and guaranteed
by a consortium of underwriters which would also be an added cost for the
Company. In summary, the Company expects to be in a position to complete the
share issue in today's market conditions in an efficient manner, at a higher
subscription price and at significantly lower cost and with a lower completion
risk than would have been the case for a rights issue. As a consequence of the
private placement structure, the shareholders' preferential rights to subscribe
for the Offer Shares will be deviated from pursuant to the Board Authorization.
For the same reasons as described above, the Company does not expect to carry
out a subsequent repair issue directed towards shareholders that were not
allocated shares in the Private Placement. 

Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Company
in connection with the Private Placement. Accura is acting as Danish legal
counsel to the Company in connection with the Private Placement.

For additional information, please contact:

Lars Boilesen, CEO
Phone: +45 45961500
E-mail: larsb@napatech.com 

or 

Heine Thorsgaard, CFO
Phone: +45 4596 1500
E-mail: htg@napatech.com

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Heine Thorsgaard, CFO on the time and date
provided.

About:

Napatech is a leading supplier of programmable FPGA-based SmartNIC solutions
used in telecom, cloud, enterprise, cybersecurity and financial applications
worldwide. Through commercial-grade software suites integrated with robust,
high-performance hardware, Napatech accelerates telecom, networking and security
workloads to deliver best-in-class system-level performance while maximizing the
availability of server compute resources for running applications and services.

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 their 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.