Polight ASA — Share Issue/Capital Change 2021

Oct 4, 2021

poLight ASA: Resolution to increase the share capital in connection with a Subsequent Offering - Further information about the Subsequent Offering

poLight ASA: Resolution to increase the share capital in connection with a Subsequent Offering - Further information about the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY

OTHER JURISDICTION IN WHICH THE 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 notice from poLight ASA (the "Company")

on 13 September regarding key information about the contemplated subsequent

offering of up to 170,455 new shares (the "Subsequent Offering"), including the

Subsequent Offering being subject to, among other things, the publication of a

prospectus in accordance with applicable legislation (the "Prospectus") and

required corporate resolutions being made.

Today, Company's Board of Directors formally resolved to approve the issuance of

the New Shares pursuant to the board authorization provided by the ordinary

general meeting held 26 May 2021.

Outlined below are some of the key terms in the Subsequent Offering.

The Subsequent offering comprises an offer by the Company to raise an amount of

up to NOK 18.75 million in gross proceeds by issuing up to 170,455 new shares,

each with a nominal value of NOK 0.20, at a subscription price of NOK 110 (the

"Offer Shares").

Subject to the registration of the Prospectus in the Norwegian Business

Registry, the subscription period in the Subsequent Offering will, upon

publication of the Prospectus, commence on 7 October 2021, at 09:00 hours (CEST)

and end on 20 October 2021 at 16:30 hours (CET) (the "Subscription Period").

The Subsequent Offering is directed towards the holders of the Company's shares

as of 13 September 2021, as registered in the Norwegian Securities Depository

(the "VPS") as of 15 September 2021 (the "Record Date"), except (i) shareholders

who were invited to subscribe for shares in the pre-sounding of the private

placement completed on 13 September 2021 (the "Private Placement"), (ii)

shareholders who were allocated new shares in the Private Placement and (iii)

shareholders who are a resident in a jurisdiction where such offering would be

unlawful or would (in jurisdictions other than Norway) require any filing,

registration or similar action (the "Eligible Shareholders").

Eligible Shareholders will receive non-transferable subscriptions rights (the

"Subscription Rights") based on their registered shareholding in the VPS as of

the Record Date, giving the right to subscribe for and be allocated the Offer

Shares in the Subsequent Offering. Each Eligible Shareholder will, subject to

applicable law, be granted 0.030519 Subscription Rights for each share

registered as held by such Eligible Shareholder as of the end of the Record

Date, rounded down to the nearest whole Subscription Right. Each Subscription

Right will give the right to subscribe for (1) one Offer Shares. Subscription

without Subscription Rights will not be allowed. Over-subscription will be

permitted, but no guarantee can be made of Offer Shares being allocated for such

subscriptions.

The payment for the Offer Shares allocated to Eligible Shareholders falls due on

27 October 2021. Assuming due payment of the Offer Shares subscribed for and

allocated in the Subsequent Offering, delivery of the Offer Shares in the VPS is

expected to take place on or about 29 October 2021.

Pareto Securities AS is acting as sole manager (the "Manager") for the

Subsequent Offering. Advokatfirmaet CLP DA is acting as the Company's legal

advisor.

For more information about the Subsequent Offering, please contact::

Øyvind Isaksen, CEO, poLight ASA: +47 90 87 63 98, oyvind.isaksen@polight.com

This information is subjection to the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act.

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 offices in Finland and China and

representation in France, UK, US, Taiwan, Korea and Japan. For more information,

please visit https://www.polight.com

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia). This release is an announcement issued pursuant to

legal information obligations and is subject of the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued

for information purposes only and does not constitute or form part of any offer

or solicitation to purchase or subscribe for securities, in the United States or

in any other jurisdiction. The securities mentioned herein have not been, and

will not be, registered under the United States Securities Act of 1933, as

amended (the "US Securities Act"). The securities may not be offered or sold in

the United States except pursuant to an exemption from the registration

requirements of the US Securities Act. The Company does not intend to register

any portion of the offering of the securities in the United States or to conduct

a public offering of the securities in the United States. Copies of this

announcement are not being made and may not be distributed or sent into

Australia, Canada, Japan or the United States. The issue, exercise, purchase or

sale of subscription rights and the subscription or purchase of shares in the

Company are subject to specific legal or regulatory restrictions in certain

jurisdictions.  Neither the Company nor the Manager assumes any responsibility

in the event there is a violation by any person of such restrictions. The

distribution of this release may in certain jurisdictions be restricted by law.

Persons into whose possession this release comes should inform themselves about

and observe any such restrictions. Any failure to comply with these restrictions

may constitute a violation of the securities laws of any such jurisdiction. The

Manager is acting for the Company and no one else in connection with the

Subsequent Offering and will not be responsible to anyone other than the Company

providing the protections afforded to their respective clients or for providing

advice in relation to the Subsequent Offering and/or any other matter referred

to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may

contain certain forward-looking statements. By their nature, forward-looking

statements involve risk and uncertainty because they reflect the Company's

current expectations and assumptions as to future events and circumstances that

may not prove accurate. A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements.