Polight ASA — Share Issue/Capital Change 2021

Sep 13, 2021

poLight ASA: Contemplated Private Placement

poLight ASA: Contemplated Private Placement

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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.

(Horten, 13 September 2021) poLight ASA ("poLight" or the "Company") has engaged

Pareto Securities AS (the "Manager") to advise on and effect a contemplated

private placement of new shares, after the close of trading on Oslo Børs today

(the "Private Placement").

The Private Placement is directed towards Norwegian and international investors,

subject to applicable exemptions from relevant registration, filing and

prospectus requirements, and subject to other applicable selling restrictions.

The minimum application and allocation amount have been set to the NOK

equivalent of EUR 100,000. The Company may however, at its sole discretion,

allocate amounts below EUR 100,000 to the extent exemptions from the prospectus

requirement in accordance with applicable regulations, including the Norwegian

Securities Trading Act and ancillary regulations, are available.

Through the Private Placement, the Company is offering between 636,364 and

909,091 new shares (the "Offer Shares") in the Company at a set subscription

price of NOK 110 to raise gross proceeds between NOK 70 million and NOK 100

million. The total size of the Private Placement, and allocation of shares in

the Private Placement will be determined by the Company's board of directors

following an accelerated bookbuilding process. The bookbuilding period commences

today at 16:30 CEST and will close at 08:00 CEST tomorrow, 14 September 2021.

The bookbuilding may, at the discretion of the Company and the Manager, close

earlier or later and may be cancelled at any time and consequently, the Company

may refrain completing the Private Placement. The Company will announce the

final number of Offer Shares placed and the final subscription price in the

Private placement in a stock exchange announcement expected to be published

before the opening of the Oslo Børs tomorrow, 14 September 2021. Completion of

the Private Placement is subject to final approval by the Company's Board of

Directors.

The net proceeds of the Private Placement will be used to accelerate organic

growth, as well as for general corporate purposes.

Issuance of the new shares in connection with the Private Placement is

conditional upon (i) all the corporate resolutions of the Company required to

implement the issue of the Offer Shares, including the issuance of shares by the

board of directors of the Company based on the authorisation to increase the

Company's share capital granted by the Company's general meeting on 26 May 2021

and (ii) payment being received for the Offer Shares (together the

"Conditions").

The Offer Shares allocated in the Private Placement are expected to be settled

through a delivery versus payment transaction by delivery of existing and

unencumbered shares in the Company, that are already admitted to trading on Oslo

Børs, pursuant to a share lending agreement between the Company, Investinor

Direkte AS and the Manager in order to facilitate delivery of shares admitted to

trading to investors on a delivery versus payment basis. The Offer Shares will

be tradable from allocation. The Manager will settle the share loan with a

corresponding number of new shares in the Company to be issued by the Board of

Directors pursuant to its authorization to increase the share capital.

The Company's Board has considered the Private Placement in light of the equal

treatment obligations under the Norwegian Securities Trading Act and Oslo Børs'

Circular no. 2/2014 and is of the opinion that the contemplated transaction is

in compliance with these requirements. The share issuance will be carried out as

a private placement in order to complete a transaction in an efficient manner.

Further, the Company contemplates to carry out a repair issue directed towards

eligible shareholders who (i) were not invited to subscribe for shares in the

pre-sounding of the Private Placement, (ii) were not allocated Offer Shares in

the Private Placement, or (iii) are not resident in a jurisdiction where such

offering would be unlawful, or would (in jurisdictions other than Norway)

require any prospectus filing, registration or similar action. On this basis and

based on an assessment of the current equity markets, the Company's Board has

considered the Private Placement to be in the common interest of the Company and

its shareholders. As a consequence of the Private Placement structure, the

shareholders' preferential rights will be deviated from.For further information

on the Company, please refer to the Company Presentation as of 13 September 2021

attached hereto.

poLight - Company Presentation (September

2021).pdf (https://mb.cision.com/Public/14821/3414262/bdf4748af1d1c305.pdf)

Advokatfirmaet CLP DA acts as Norwegian legal counsel in connection with the

Private Placement.

For further information, please contact:

Øyvind Isaksen, CEO, poLight ASA: +47 90 87 63 98

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

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation article 7 and is subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock

exchange announcement was published by Alf Henning Bekkevik, CFO, poLight ASA,

on 13 September 2021 at 16.30 CEST.

Important information:

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. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. 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. 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 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"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering or their

securities in the United States or to conduct a public offering of securities in

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that 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 2017/1129 as amended together with any applicable

implementing measures in any 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 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.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in demand for the

Company's products, changes in the general economic, political and market

conditions in the markets in which the Company operate, 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 provide

any guarantees 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 document.

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 in the Company. Neither the

Company, the Manager nor any of their respective affiliates accepts any

liability arising from the use of this announcement.