Polight ASA

Prospectus • Apr 29, 2024

poLight ASA: Approval and Publication of Supplemental Prospectus

poLight ASA: Approval and Publication of Supplemental Prospectus

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 by poLight ASA (the

"Company" or "poLight") on 24 April 2024 regarding the publication of its

audited consolidated financial statements as at, and for the year ended, 31

December 2023 (the "2023 Financial Statements"), and to the stock exchange

announcement on 22 April 2024 regarding the approval and publication of a

prospectus in connection with the Company's partially underwritten rights issue

of new 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

"Prospectus").

The Norwegian Financial Supervisory Authority has today approved a prospectus

supplement dated 29 April 2024 (the "Prospectus Supplement") that has been

prepared by the Company in connection with the publication of the 2023 Financial

Statements. The information contained in the Prospectus Supplement shall be

considered as an integral part, and is to be read together with, the Prospectus.

Subject to local applicable securities laws, the Prospectus Supplement will be

made available at the websites of the Company

(https://www.polight.com/investors), as well as the websites of Pareto

Securities AS (acting as manager for the Rights Issue)

(https://paretosec.com/transactions/).

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.

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.