Polight ASA — Capital/Financing Update 2024

Apr 23, 2024

poLight ASA: Start of subscription period for the Rights Issue

poLight ASA: Start of subscription period for the Rights Issue

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 previous stock exchange announcements from poLight ASA

("poLight" or the "Company") regarding a partially underwritten rights issue of

new shares (the "Offer Shares"), 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.

The subscription period in the Rights Issue starts today, 23 April 2024, at

09.00 CEST. Certain information about the Rights Issue is set out below. The

complete terms and conditions of the Rights Issue are set out in the Prospectus

(as defined below).

Pareto Securities AS is acting as manager for the Rights Issue (the "Manager").

Allocation and grant of Subscription Rights

The holders of the Company's shares as of 18 April 2024, as registered with the

Norwegian Central Securities Depository (the "VPS") as of the expiry of 22 April

2024 (the "Record Date") (the "Existing Shareholders"), will be granted

transferable subscription rights (the "Subscription Rights") that, subject to

applicable law, provide preferential rights to subscribe for and be allocated

Offer Shares in the Rights Issue at the subscription price of NOK 2.3085 (the

"Subscription Price").

Each Existing Shareholder has been granted 1.046782 Subscription Rights for

every one (1) existing share registered as held by such Existing Shareholder as

of the Record Date, rounded down to the nearest whole Subscription Right. The

Subscription Rights will be distributed free of charge to the Existing

Shareholders' VPS accounts.

Each whole Subscription Right will, subject to applicable law, give the right to

subscribe for and be allocated, one Offer Share. Oversubscription with

Subscription Rights will be permitted, however, there can be no assurance that

Offer Shares will be allocated for such subscriptions. The Underwriters will

have a preferential right to subscribe for and be allocated Offer Shares that

have not been subscribed for based on allocated or acquired Subscription Rights.

Other than subscriptions from the Underwriters (as defined below), subscription

without Subscription Rights is not permitted.

The grant or purchase of Subscription Rights and the subscription of Offer

Shares by persons resident in, or who are citizens of countries other than

Norway and Denmark, may be affected by laws of the relevant jurisdiction. No

Offer Shares or Subscription Rights will be offered or sold in the United

States. For a further description of such restrictions, please refer to Section

11.8 "Subscription Rights" and Section 12 "Selling and Transfer Restrictions" of

the prospectus prepared by the Company dated 22 April 2024 (the "Prospectus").

The Prospectus is, subject to applicable local securities laws, available at the

websites of; (i) the Company (www.polight.com/investors), and (ii) of the

Manager (www.paretosec.com/transactions).

Subscription period

The subscription period commences today, 23 April 2024 at 09:00 (CEST), and ends

at 16:30 (CEST) on 7 May 2024 (the "Subscription Period"). The Subscription

Period may not be shortened, but the Company's board of directors may extend the

Subscription Period if this is required by law as a result of the publication of

a supplemental prospectus.

Subscription Rights

The Subscription Rights will be listed and tradable on the Oslo Stock Exchange

from 23 April 2024 at 09:00 (CEST) to 30 April 2024 at 16:30 (CEST), under the

ticker "PLTT". The Subscription Rights will hence only be tradable during part

of the Subscription Period.

Persons intending to trade in Subscription Rights should be aware that trading

in, and exercise of, Subscription Rights who are located in jurisdictions

outside of Norway and Denmark may be restricted or prohibited by applicable

securities laws. See Section 12 "Selling and Transfer Restrictions" for further

information.

The Subscription Rights are expected to have economic value if the Company's

shares trade above the Subscription Price during the Subscription Period.

Existing Shareholders who do not exercise their Subscription Rights will

experience a dilution of their shareholding in the Company, as further detailed

in Section 11.20 "Dilution" of the Prospectus. Subscription Rights that are not

used to subscribe for Offer Shares before the expiry of the Subscription Period,

or that are not sold before 30 April 2024 at 16:30 hours CEST, will have no

value and will lapse without compensation to the holder.

Subscription Price

The Subscription Price is NOK 2.3085 per Offer Share.

Subscription procedure

Subscriptions for Offer Shares may either be made through the VPS online

subscription system or by submitting a correctly completed subscription form to

the Manager within the Subscription Period.

Subscribers who are residents of Norway with a Norwegian personal identification

number are encouraged to subscribe for Offer Shares through the Norwegian VPS'

online subscription system (or by following the link on

www.paretosec.com/transactions, which will redirect the subscriber to the VPS

online subscription system). All online subscribers must verify that they are

Norwegian residents by entering their national identity number (Nw:

fødselsnummer). Subscriptions made through the VPS online subscription system

must be duly registered before the expiry of the Subscription Period.

Subscribers that are not able to use the VPS online subscription system must

submit a correctly completed subscription form to the Manager during the

Subscription Period. The subscription form is attached to the Prospectus. The

postal and e-mail address to the Manager is included in Section 11.10

"Subscription procedures" of the Prospectus and in the subscription form.

The Underwriting

Pursuant to underwriting agreements dated 22 April 2024 (the "Underwriting

Agreement"), the participants in the underwriting syndicate for the Rights Issue

(the "Underwriters") have, on a firm commitment basis, undertaken, severally and

not jointly, and otherwise on the terms and conditions set out in the

Underwriting Agreements, to underwrite the Rights Issue for an aggregate amount

of NOK 130 million (the "Underwriting Obligation").

The obligations of the Underwriters pursuant to the Underwriting Agreements were

subject to satisfaction of certain conditions, including; (i) approval by an

extraordinary general meeting of the Company of the share capital increase

relating to the Rights Issue, and (ii) the Prospectus being approved by the

Norwegian Financial Supervisory Authority and published by the Company.

All conditions relating to the Underwriting Obligation have been satisfied as of

the date of this announcement.

Pursuant to the Underwriting Agreement, each Underwriter shall receive an

underwriting commission equal to 10% of their respective underwriting

obligation, which shall be settled in either; (i) new Shares in the Company to

be issued at the Subscription Price, or (ii) cash payment. Each Underwriter may

at its own discretion choose which of the alternatives it prefers. The issuance

of new Shares (if any) to settle the underwriting commission is intended to be

resolved by the Board of Directors pursuant to an authorization to increase the

share capital granted in the annual general meeting held on 24 May 2023.

The Underwriting Obligation will expire in the event that the Underwriters are

not notified of any conditional allocation under the Underwriting Obligation

within 31 May 2024.

See Section 11.21 "The Underwriting" in the Prospectus for further information.

Financial Intermediaries

If an Existing Shareholder holds shares in the Company registered through a

financial intermediary on the Record Date, the financial intermediary will

customarily give the Existing Shareholder details of the aggregate number of

Subscription Rights to which it will be entitled. The relevant financial

intermediary will customarily supply each relevant Existing Shareholder with

this information in accordance with its usual customer relations procedures.

Existing Shareholders holding their shares through a financial intermediary

should contact the financial intermediary if they have received no information

with respect to the Rights Issue.

Allocation of Offer Shares - Listing and commencement of trading in the Offer

Shares

Following expiry of the Subscription Period, the Offer Shares will, in

accordance with the resolution made by the general meeting of the Company on 18

April 2024, be allocated to subscribers in accordance with the allocation

principles set out below:

i. First, Offer Shares will be allocated in accordance with granted and

acquired Subscription Rights to subscribers who have validly exercised

Subscription Rights during the Subscription Period;

ii. Second, any unallocated Offer Shares following the allocation under (i)

above shall be allocated on a pro-rata basis to Underwriters who have subscribed

for Offer Shares, however limited upwards to each such Underwriter's respective

Underwriting Obligation for the aggregate Underwriting Obligation of NOK 130

million. The Existing Shareholders' subsidiary preferential right to subscribe

for Offer Shares that are not subscribed pursuant to exercise of Subscription

Rights pursuant to Section 10-4 (3) of the Norwegian Public Limited Liability

Companies Act is, thus, waived, cf. Section 10-5 of the Norwegian Public Limited

Liability Companies Act;

iii. Third, any unallocated Offer Shares following the allocation under (ii)

above shall be allocated to subscribers who have over-subscribed on a pro-rata

basis on the number of Subscription Rights exercised by each subscriber;

iv. Fourth, any unallocated Offer Shares following the allocation under (iii)

above shall be allocated to Underwriters who have subscribed for Offer Shares in

excess of their respective Underwriting Obligation on a pro-rata basis; and

v. Finally, any unallocated Offer Shares following the allocation under (iv)

above shall be allocated to the Underwriters who have not fulfilled their

underwriting obligation through subscription for Offer Shares in the

Subscription Period, pro rata to their respective Underwriting Obligations.

See also Section 11.14 "Allocation of the Offer Shares" in the Prospectus.

Payment for allocated Offer Shares falls due on 13 May 2024.

Subject to timely payment of the entire subscription amount in the Rights Issue,

the Company expects that the share capital increase pertaining to the Rights

Issue will be registered with the Norwegian Register of Business Enterprises on

or about 21 May 2024 and that allocated Offer Shares will be delivered to the

VPS accounts of the subscribers, and be tradable on the Oslo Stock Exchange, on

or about 22 May 2024.

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 prospectus approved by the

Financial Supervisory Authority of Norway and published by the Company.

Investors should not subscribe for any securities referred to in this

announcement except on the basis of information contained in the aforementioned

prospectus.

This information is subject to the disclosure requirements pursuant to Section 5

-12 of the Norwegian Securities Trading Act.

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, 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.