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 approximately 10 million new shares in the Company (the "New Shares")
(the "Private Placement"). The Company has engaged ABG Sundal Collier ASA, DNB
Carnegie, a part of DNB Bank ASA and SpareBank 1 Markets AS as managers
(together, the "Managers") to advise on and effect the contemplated Private
Placement.

The price per New Share (the "Subscription Price") and the final number of New
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
support the Company's path to profitability, by providing sufficient working
capital to scale once volume orders materialize.

The bookbuilding period for the Private Placement will start today, 26 May 2025
at 16:30 (CEST) and close on 27 May 2025 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 New Shares allocated in the Private
Placement through a stock exchange notice expected to be published before
opening of the trading on Oslo Børs on 27 May 2025.

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 New 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 below), 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
wallcrossed accounts during the pre-sound phase of the transaction. The Company
has received indications of interest for an amount in excess of NOK 150 million
from larger existing shareholders (representing approx. 60% of the outstanding
shares), including NOK 2 million from CEO Lars Boilesen and a pro-rata
subscription of approximately 9.71% from Verdane Capital VIII K/S ("Verdane").
Verdane is a closely associated legal person of chairman Christian Jebsen. In
addition, the primary insider Henrik Brill Jensen (COO) have indicated an
interest to subscribe for NOK 500,000.
Settlement of the New Shares is expected to take place on or about 30 May 2025
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
New Shares will thus be tradable from allocation, expected from and including 27
May 2025.

The decision to issue the New Shares under the Private Placement will be 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 24 April 2025 (the "Board Authorization").
The New Shares, if issued, will rank pari passu in all respects with the
existing shares in the Company. The New Shares will be negotiable instruments
and no restrictions will apply to their transferability. Rights conferred by the
New 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 New 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 New 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 New 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 New Shares will be deviated from pursuant to the Board Authorization. 

The Company may, subject to, inter alia, completion of the Private Placement,
relevant corporate resolutions, including approval by the Board, prevailing
market price of the Company's shares and approval and the publication of a
prospectus, consider conducting a subsequent offering of new shares (the "
Subsequent Offering") at the same subscription price as in the Private Placement
and otherwise in line with market practice. Shareholders being allocated shares
in the Private Placement, and shareholders who are 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, will not
be eligible to participate in a Subsequent Offering. Further information on any
Subsequent Offering will be given in a separate stock exchange release when
available. The Company reserves the right in its sole discretion to not conduct
or cancel any Subsequent Offering.

Advokatfirmaet Wiersholm AS is acting as Norwegian 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.