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") earlier today regarding the launch of a private placement of new
shares in the Company through an accelerated book-building process (the "Private
Placement").  

Following close 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 9,000,000 offer shares (the "Offer
Shares") at a subscription price of NOK 25.00 per Offer Share (the "Subscription
Price"), raising NOK 225 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 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
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.

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 entered into between the Company, the Managers and
an existing shareholder (the "Share Lender"). The Offer Shares will thus be
tradable from allocation, expected from and including 8 May 2024.

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 25 April 2024, the Board has resolved to issue the
9,000,000 Offer 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 8 May 2024.

Following registration of the share capital increase pertaining to the Offer
Shares with the Danish Business Authority, the Company will have a share capital
of DKK 24,820,800 divided into 99,283,200 shares, each with a par value of DKK
0.25. 

The Private Placement represents approximately 9.97% of the current registered
share capital before the Private Placement and approximately 9.06% of the
registered share capital post the Private Placement. 

The Offer Shares 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.

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 Subscription Price has
been set higher than the last closing price of the Company's shares on Oslo Børs
prior to the Private Placement. 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 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 will not carry out a
subsequent repair issue directed towards shareholders that were not allocated
shares in the Private Placement. 

Advokatfirmaet Wiersholm AS is acting as 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.

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.