Polight ASA

AGM Information • Mar 20, 2023

poLight ASA: Contemplated underwritten rights issue - notice of extraordinary general meeting

poLight ASA: Contemplated underwritten rights issue - notice of extraordinary general meeting

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.

The Board of Directors (the "Board") of poLight ASA ("poLight" or the "Company")

has resolved to propose that the Company carries out a share capital increase,

by way of a partially underwritten rights issue, to raise gross proceeds of up

to NOK 135 million (the "Rights Issue"). The Rights Issue is partially

underwritten, with certain existing shareholders and investors guaranteeing

subscriptions in the Rights Issue for an amount of NOK 100 million.

The net proceeds from the Rights Issue will be used to finance the Company's

growth plan.

The proposed Rights Issue is subject to approval by the Company's shareholders

at an extraordinary general meeting in the Company (the "EGM"). The EGM will be

held on 11 April 2023 at 18.00 CET, at the premises of the Company at Innlaget

230, 3185 Skoppum, Norway. The notice for the EGM, together with attendance and

proxy forms, is attached to this stock exchange notice.

The underwriting consortium for the Rights Issue consists of certain existing

shareholders and new investors (the "Underwriters"). The terms and conditions of

the underwriting is set out in an underwriting agreement dated 20 March 2023

(the "Underwriting Agreement"). Pursuant to, and subject to the terms and

conditions set out in the Underwriting Agreement, the Underwriters have

undertaken to vote their shares, if any, in favor of the Rights Issue and to

guarantee on a pro rata basis (not jointly) to subscribe for the shares offered

in the Rights Issue, with a total underwritten amount of NOK 100 million. The

Underwriters are entitled to a guarantee fee of 10% of their respective

underwriting obligations, which shall be settled by delivery of newly issued

shares in the Company.

The subscription price for the new shares to be issued in the Rights Issue, and

thus the exact number of new shares and the exact amount of the share capital

increase, will be announced through a stock exchange announcement prior to the

EGM and then be reflected in the final proposed resolution to the EGM. Pursuant

to the Underwriting Agreement, the subscription price in the Rights Issue (the

"Subscription Price") is proposed by the Board to the theoretical ex rights

price ("TERP") based on the volume-weighted average price (VWAP) of the

Company's shares on the Oslo Stock Exchange on the last trading day prior to the

EGM, less a discount of 30%. The final subscription price in the Rights Issue,

and thus the exact number of new shares and the exact amount of the share

capital increase will, however, be determined by the EGM.

In connection with the Rights Issue, a combined offering and listing prospectus

(the "Prospectus") will be prepared by the Company, which is subject to approval

by the Financial Supervisory Authority in Norway (the "NFSA"). The Prospectus

will be published prior to the commencement of the subscription period and will

form the basis for subscriptions in the Right Issue.

Pursuant to Section 10-4 (1) of the Norwegian Public Limited Companies Act, the

shareholders of the Company at the day of the EGM will be granted a preferential

right to subscribe for and be allocated the new shares in proportion to the

number of shares in the Company they own as of that date, and will according to

the Board's proposal receive subscription rights proportionate to their existing

shareholding as registered in the Company's shareholder register in Euronext

Securities Oslo ("VPS") at the expiry of trading day two days thereafter. The

Company will apply for admission to trading of the subscription rights on the

Oslo Stock Exchange. The Underwriters will have a preferential right to

subscribe for and be allocated new shares that have not been subscribed for

based on allocated or acquired subscription rights.

The obligations of the Underwriters pursuant to the Underwriting is subject to

satisfaction of certain conditions, including; (i) approval by the EGM of the

share capital increase relating to the Rights Issue, (ii) the Prospectus being

approved by the NFSA and published by the Company, (iii) the two largest

shareholders in the Company, Investinor Direkte AS and Stiftelsen

Industrifonden, undertaking not to sell subscription rights for the Rights Issue

at a price lower the difference between the TERP and the Subscription Price,

(iv) Investinor Direkte AS and Stiftelsen Industrifonden having entered into a

customary lock-up undertaking for a period of 90 days commencing from the date

hereof, and (v) Øyvind Isaksen, the CEO of the Company (or his holding company

Oimacon AS), subscribing for at least its pro rata part of the Offer Shares in

the Rights Issue.

Further to the conditions above, the two largest shareholders in the Company,

Investinor Direkte AS and Stiftelsen Industrifonden, has today accepted to enter

into a customary lock-up undertaking for a period of 90 days commencing from the

date hereof.

A further description of the Rights Issue and of other circumstances that must

be considered upon subscription of shares in the Rights Issue will be included

in the prospectus for the Rights Issue, which will be published no later than at

the commencement of the subscription period and that will constitute the

subscription material for the offering.

2023-03-20 poLight ASA - Notice of extraordinary general meeting

2023.pdf (https://mb.cision.com/Public/14821/3737516/bfa931daeea30231.pdf)

Advisers:

Pareto Securities AS has been retained by the Company to act as manager and

bookrunner for the Rights Issue.

Advokatfirmaet CLP DA is acting as legal adviser to the Company in connection

with the Rights Issue.

Further information from:

Dr. Øyvind Isaksen, CEO, poLight ASA: +47 90 87 63 98

About poLight ASA

poLight offers a new autofocus lens which "replicates" the human eye for use in

devices such as smartphones, wearables, barcode, machine vision systems and

various medical equipment. poLight's TLens® enables better system performance

and new user experiences due to benefits such as extremely fast focus, small

footprint, no magnetic interference, low power consumption and constant field of

view. poLight is based in Horten, Norway, with employees in Finland, France, UK,

US, China, Taiwan and Philippines. For more information, please visit

https://www.polight.com

This announcement is considered to include inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act. This stock exchange

release was published by Alf Henning Bekkevik, 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. Any offering of the securities referred to in

this announcement will be made by means of a set of subscription materials

provided to potential investors. Investors should not subscribe for any

securities referred to in this announcement except on the basis of information

contained in the aforementioned subscription material.

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.

In any member state of the European Economic Area (each, an "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 (EU) 2017/1129 as amended (together with any

applicable implementing measures in any EEA 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. Actual

events may differ significantly from any anticipated development due to a number

of factors, including without limitation, changes in public sector investment

levels, 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 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 Manager nor any of its 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 Manager

nor any of its affiliates accepts any liability arising from the use of this

announcement.

In connection with the Rights Issue, the Manager and any of its affiliates,

acting as investors for their own accounts, may subscribe for or purchase shares

and in that capacity may retain, purchase, sell, offer to sell or otherwise deal

for their own accounts in such shares and other securities of the Company or

related investments in connection with the Rights Issue or otherwise.

Accordingly, references in any subscription materials to the shares being

issued, offered, subscribed, acquired, placed or otherwise dealt in should be

read as including any issue or offer to, or subscription, acquisition, placing

or dealing by, the Manager and any of its affiliates acting as investors for

their own accounts. The Manager does not intend to disclose the extent of any

such investment or transactions otherwise than in accordance with any legal or

regulatory obligations to do so.

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.