Polight ASA

AGM Information • Apr 18, 2024

poLight ASA: Updated information for resolutions proposed to the extraordinary general meeting

poLight ASA: Updated information for resolutions proposed to the 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.

Reference is made to the stock exchange announcement published by poLight ASA

(the "Company") on 22 March 2024, concerning, among other things, a notice for

an extraordinary general meeting (the "EGM") to discuss and approve a partially

underwritten rights issue, to raise gross proceeds of up to NOK 160 million (the

"Rights Issue"), of which an underwriting consortium has agreed to underwrite

subscription of new shares for gross proceeds of NOK 130 million.

As further described in the notice for the EGM, the subscription price in the

Rights Issue is proposed to equal the theoretical ex-rights price ("TERP") of

the Company's shares 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 (i.e. the trading day that expired 16.30 CEST today), less a discount of

30%.

The Company's Board of Directors (the "Board") has today, based on a

recommendation from Pareto Securities AS (acting as Manager for the Rights

Issue) determined that the subscription price in the Rights Issue is proposed

set to NOK 2.3085 per share, which represents a discount of 30% to the TERP of

the Company's shares based on the VWAP of the Company's shares on the Oslo Stock

Exchange as of today, 18 April 2024, of NOK 4.3335 per share.

On this basis, the Board has resolved to propose to the EGM that the Company's

share capital is proposed increased with minimum NOK 2,252,544.92 and maximum

NOK 2,772,363.00 by issuance of minimum 56,313,623 new shares and maximum

69,309,075 new shares, each with a par value of NOK 0.04.

For further information regarding the Rights Issue, please see the notice for

the EGM, which is available on https://www.polight.com/investors/general

-meetings/default.aspx.

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 ASA (OSE: PLT) offers patented, state-of-the-art tunable optics

technology, leveraging its proprietary polymer and piezo MEMS technology.

Founded in 2005, its first product TLens® replicates "the human eye" experience

in autofocus cameras used in applications such as AR/MR devices, smartphones,

wearables, webcams and other consumer devices, industrial barcode scanners and

machine vision systems, and healthcare applications. With over 160 granted

patents, poLight's technology delivers extremely fast focus, small

footprint, ultra-low power consumption, no magnetic interference, and constant

field of view, enabling better imaging system performance and new user

experiences compared to alternative technologies.  poLight is based in Horten,

Norway, with employees in Finland, France, UK, US, China, Taiwan, and the

Philippines. For more information, please visit https://www.polight.com.

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") or with any securities regulatory authority of any state or other

jurisdiction in the United States and may not be offered, sold, pledged or

otherwise transferred within the United States. 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, 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.