Polight ASA — Capital/Financing Update 2018

Sep 19, 2018

poLight ASA - Announcement of terms of the initial public offering

poLight ASA - Announcement of terms of the initial public offering

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, SWITZERLAND, JAPAN, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

poLight ASA - Announcement of terms of the initial public offering

Horten, 19 September 2018: Reference is made to the announcement published on 12 September 2018 regarding the intention to list the shares ("Shares") of poLight ASA ("poLight", the "Company", OSE ticker "PLT") on the Oslo Stock Exchange and the contemplated initial public offering (the "IPO" or the "Offering"). poLight has resolved to launch the Offering and to apply for a listing of the Shares on the Oslo Stock Exchange, or alternatively Oslo Axess. Subject to approval of the listing application and successful completion of the Offering, the Shares of poLight are expected to be admitted to trading on the Oslo Stock Exchange on 1 October 2018 (subject to any extension of the application period).

The Offer Shares (as defined below) will be offered at a fixed price of NOK 50 per Offer Share (the "Offer Price"), corresponding to an equity value of poLight of NOK 271 million before the issue of New Shares (as defined below).

The IPO will comprise of between 2,000,000 and 4,000,000 new Shares to be issued by the Company (the "New Shares") to raise gross proceeds of minimum NOK 100 million and up to NOK 200 million. In addition, the Company is expected to grant ABG Sundal Collier ASA, on behalf of the Managers (as defined below), an over-allotment option to over-allot and subscribe up to an additional 600,000 Shares, equalling up to 15 % of the maximum number of New Shares sold in the Offering (the "Additional Shares", and together with the New Shares, the "Offer Shares"). The Company will use the net proceeds raised in the Offering to fund the operations of the Company until the products are anticipated commercialised as well as to further develop the technology and product portfolio.

The Company's three largest shareholders, Investinor AS, Viking Venture III AS and Stiftelsen Industrifonden have in total committed to subscribe for Shares worth NOK 40 million in the Offering. Furthermore, these three shareholders will together with Alliance Venture Polaris AS, the Company's management and the members of the board of directors be subject to a lock-up period of twelve months from the IPO. Additionally, the Company will enter into a customary lock-up agreement with the Managers, with a lock-up period of six months from the first day of listing.

The Offering comprises:

(i) An institutional offering , in which Offer Shares are being offered to (a) investors in Norway and Sweden, (b) investors outside Norway, Sweden and the United States, subject to applicable exemptions from any prospectus and registration requirements, and (c) investors in the United States who are QIBs in transactions exempt from registration requirements under the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 1,000,000.

(ii) A retail offering, in which Offer Shares are being offered to the public in Norway and Sweden subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 999,999 for each investor.

The further details of the IPO and the terms and conditions thereof will be set out in the prospectus prepared and to be published by the Company in connection with the IPO (the "Prospectus").

Following announcement of the Prospectus, the application period in the Offering is planned to commence at 09:00 hours (CEST) on 20 September 2018 and expire on 27 September 2018 at 16:30 hours (CEST), subject to extensions.

The final number of Offer Shares will be determined by the Company, in consultation with the Managers (as defined below), after completion of the application period.

The announcement of the final number of Offer Shares is expected to take place on or around 27 September 2018 with trading of the Shares on the Oslo Stock Exchange to commence on or around 1 October 2018 under the ticker "PLT".

Completion of the IPO is conditional upon the board of directors of the Oslo Stock Exchange approving the application for listing of the Shares in the Company in its meeting expected to be held on 24 September 2018, as well as the satisfaction of the conditions for admission to trading to be set by the Oslo Stock Exchange, which are expected to be that (a) the Company obtains a minimum of 500 shareholders each holding Shares with a value of more than NOK 10,000, and (b) that the Company raises at least NOK 100 million in the Offering and obtains sufficient liquidity for minimum 12 months after the IPO.

Completion of the IPO will further be conditional upon (i) the Board of Directors resolving to proceed with the Offering, (ii) the Company, in consultation with the Managers, having approved the allocation of the Offer Shares to eligible investors, and (iii) the Company and the Managers having entered into the placing agreement as described in the Prospectus and satisfaction of the conditions included in the placing agreement, and on the placing agreement being valid. Ultimately, there can be no assurance that these conditions will be satisfied.

The Prospectus is expected to be approved by the Norwegian Financial Supervisory Authority today, 19 September 2018, and is expected to be published tomorrow, 20 September 2018. The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.polight.com, www.abgsc.no, and www.arctic.com, from the commencement of the application period for the Offering, 20 September 2018 at 09:00 hours (CEST). Hard copies of the Prospectus may also be obtained free of charge from the same date by contacting poLight or one of the Managers.

ABG Sundal Collier ASA and Arctic Securities AS (jointly the "Managers"), are acting as joint global coordinators and joint bookrunners in the Offering. In addition, Nordnet Bank AB is acting as placing agent in the retail offering on behalf of the Managers.

Advokatfirmaet CLP DA is acting as legal advisor to poLight. Aabø-Evensen & Co Advokatfirma AS is acting as legal advisors to the Managers.

Enquiries

Eivind Bergsmyr, Chairman of poLight, +47 920 99 010

Øyvind Isaksen, CEO of poLight, + 47 908 76 398

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

About poLight ASA

poLight has developed a new autofocus lens which "replicates" the human eye for use in mobile devices and other applications with integrated cameras. poLight's TLens is ready for introduction in the smartphone camera module market, offering considerable benefits such as extremely fast focus, compact xy-dimension (i.e. small footprint), no magnetic interference, low power consumption and constant field of view. poLight is based in Horten, Norway, with offices in Finland, France and China and representation in Taiwan and Korea.

For more information visit www.polight.com

IMPORTANT INFORMATION

Neither this announcement or a copy of it may be published, distributed or transmitted in the United States, Canada, Switzerland, Japan, Australia or the Hong Kong Special Administrative Region of the People's Republic of China. Any failure to comply with this restriction may constitute a violation of securities laws in United States, Canada, Switzerland, Australia or the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Shares") of poLight ASA (the "Company") in the United States, Norway, Sweden or any other jurisdiction.

The Shares of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Shares of the Company have not been, and will not be, registered under the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

Any offering of securities will be made by means of a prospectus to be published that may be obtained from the Company or selling security holder, once published, and that will contain detailed information about the Company and its management, as well as financial statements.

This announcement is an advertisement and does not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus. A Prospectus prepared pursuant to the Prospectus Directive and approved by the competent authority in Norway and Sweden is expected to be published by the Company before the Offering period commences (if ever commenced) and, when and if published, can be obtained on the Company's website, subject to regulatory restrictions. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Before purchasing any securities, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be accurate or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

In any EEA Member State other than Norway and Sweden (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Directive as implemented in Norway and passported into Sweden) that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors") and such other persons as this document may be addressed on legal grounds, i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.

In the United Kingdom, this announcement is only being distributed to and are only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This announcement are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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 believes 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 its 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Each of the Company, the Joint Bookrunners and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

This announcement does not constitute a recommendation concerning any offer of securities. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the IPO cannot be relied upon as a guide to future performance. There is no guarantee that the listing on Oslo Børs will occur and you should not base your financial decisions on the Company's intentions in relation to the listing at this stage. Potential investors should consult a professional advisor as to the suitability of the IPO for the entity concerned. The Joint Bookrunners and their respective affiliates are acting exclusively for the Company and no one else in connection with the IPO.

In connection with the IPO, the Joint Bookrunners and any of their affiliates, may take up a portion of the Shares in the IPO as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the Prospectus, once published (if published), to the securities 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 Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners do 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.

None of the Joint Bookrunners or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.