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. 
Reference is made to the stock exchange announcement published by Napatech A/S
(the "Company") on May 26, 2025, regarding the launch of a private placement of
new shares in the Company through an accelerated book-building process (the
"Private Placement").  

Following closing of the bookbuilding period, the Company is pleased to announce
that the Private Placement has been successfully completed, and that its Board
of Directors (the "Board") has allocated 10,000,000 new shares (the "New
Shares") at a subscription price of NOK 20 per New Share (the "Subscription
Price"), raising NOK 200 million in gross proceeds. 

The Private Placement was significantly oversubscribed and attracted interest
from high-quality accounts, as well as receiving strong support from existing
shareholders.

ABG Sundal Collier ASA, DNB Carnegie, a part of DNB Bank ASA and SpareBank 1
Markets AS (together, the "Managers") acted as managers in connection with the
Private Placement.

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 following primary insiders and close associates were allocated New Shares:
-	Verdane Capital VIII K/S, a close associate to Chairman Christian Jebsen, was
allocated 300,000 New Shares
-	HST Invest AS, a close associate to CEO Lars Boilesen, was allocated 100,000
New Shares
-	COO Henrik Brill Jensen, was allocated 25,000 New Shares

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 entered into between the Company, the Managers and
an existing shareholder (the "Share Lender"). The New Shares will thus be
tradable from allocation, expected from and including 27 May 2025.

Based on 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 has resolved to issue the
10,000,000 New Shares, all of which will be subscribed by the Managers and, once
issued, will be delivered to the Share Lender as settlement of shares borrowed
in relation to settlement of the Private Placement.

Notification of allocation, including settlement instructions, are expected to
be distributed by the Managers on or about 27 May 2025.

Following registration of the share capital increase pertaining to the New
Shares with the Danish Business Authority, the Company will have a share capital
of DKK 27,513,470 divided into 110,053,880 shares, each with a par value of DKK
0.25. 

The Private Placement represents approximately 9.99% of the current registered
share capital before the Private Placement and approximately 9.09% of the
registered share capital post the Private Placement. 

The New Shares 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. 

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 is 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 was able to raise equity efficiently, with a higher
subscription price compared to a rights issue, at a lower cost and with a
significantly reduced completion risk compared to a rights issue. Further, it
was of particular importance to reduce the completion risk as the net proceeds
from the Private Placement will be used to finance growth opportunities. 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 was 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 was deviated from pursuant to the Board
Authorization. 

The Board has considered whether a subsequent repair offering should be carried
out in conjunction with the Private Placement, but has resolved not to proceed
with such subsequent offering. In this respect, the Board has considered that a
substantial number of existing shareholders in the Company participated in and
were allocated shares in the Private Placement. Hence, the Board has considered
that the Private Placement represents a limited dilution to the shareholders who
were not eligible to participate in the Private Placement. In addition, the
Subscription Price of NOK 20 per New Share represents the closing price on
Friday 23 May 2025 being the last trading day prior to the Company's Q1
announcement where the intention of a capital raise of up to 10 million shares
was referenced. The Board is therefore of the opinion that a subsequent repair
offering will be of limited benefit to the Company and the Company's remaining
shareholders, and that a subsequent repair offering is not justifiable
considering the costs associated with such transaction. 

Advokatfirmaet Wiersholm AS is acting as 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.

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.