Polight ASA

Share Issue/Capital Change • Apr 15, 2025

poLight ASA - Enters Into Strategic Investment Agreement with Q Technology Group Backed by U.S. Top Tier Consumer Electronics OEM

poLight ASA - Enters Into Strategic Investment Agreement with Q Technology Group Backed by U.S. Top Tier Consumer Electronics OEM

TØNSBERG, Norway - 15 April 2025 -- poLight

ASA (https://www.polight.com/home/default.aspx) ("poLight" or the "Company",

OSE: PLT) today announced that the Company has entered into a strategic

investment agreement (the "Investment Agreement") with Q Technology (Group)

Company Limited ("Q Tech"), a leading manufacturer of camera modules for global

companies. Pursuant to the Investment Agreement, the Company will issue

63,743,112 new shares to Q Tech at a subscription price of NOK 2.69 per share,

raising total gross proceeds of NOK 171,468,971.28 (the "Private Placement").

The issuance will represent approximately 32.97% of poLight's outstanding shares

following the Private Placement, and Q Tech will have the right to nominate two

members to poLight's Board of Directors.

The completion of the Private Placement is conditional upon the approval by the

Company's general meeting for the share issuance to Q Tech, the appointment of Q

Tech's nominated directors to poLight's Board of Directors, and certain

amendments to the Company's articles of association regarding the composition of

the Board of Directors as set out below. The general meeting is expected to be

held on 21 May 2025. The Company's largest shareholder Investinor Direkte AS and

LHH AS, holding 10.42% and 5.01% of the shares of the Company, respectively,

have entered into irrevocable undertakings to vote in favour of the Private

Placement and the related resolutions at the general meeting. Following the

Private Placement, the Company may carry out a subsequent offering of up to

19,122,933 new shares to existing shareholders of poLight (the "Subsequent

Offering").

As a part of the strategic investment, Q Tech is working to establish a

dedicated TLens® assembly and test line ("Strategic Partnership Agreement"), in

addition to poLight's existing manufacturing capabilities.

"This partnership, combining our technology and expertise with Q Tech's

experience in ramping up technology to high volume, is an important element in

convincing major OEM´s to use our products and establish poLight as a trusted

long-term supplier" said Dr. Øyvind Isaksen, CEO of poLight ASA.

"We strongly believe that poLight's unique technology will be important for

several applications," said Q Tech Chairman Roy Ho. "With backing from a top

tier U.S. consumer electronics customer, we are confident this alliance will

bring cutting-edge solutions to the market, addressing key industry challenges."

The Private Placement entails a deviation from the shareholders' pre-emptive

rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited

Liability Companies Act. The Board of Directors has carefully considered whether

such a deviation from the shareholders' pre-emptive rights is in the best

interest of the Company and its shareholders. The Board of Directors has

concluded this is the case. The Board of Directors emphasised, inter alia, that

the Company by this transaction will secure the equity required for further

growth and working capital needed to scale production of the Company's TLens®

and further develop the Company´s technology platform, both related to TLens®

and TWedge®.

The Board of Directors believes that the subscription price in the Private

Placement is fair, considering the trading price of the Company's shares on the

Oslo Stock Exchange, as well as the knowledge, production scaling, and

significant funding offered by Q Tech. The development of the Company's TLens®

and TWedge® technology through the partnership with Q Tech is in line with the

Company's strategy, and this transaction has the potential to significantly

accelerate scaling of this offering. Further, Q Tech has agreed to a two-year

lock-up on its shareholding in the Company, subject to customary terms and

conditions. The Board of Directors also emphasised that the transaction will not

imply an unequal treatment of existing shareholders, and the Subsequent Offering

reduces dilution for such shareholders. The transaction is supported by the

Company's largest shareholders, Investinor Direkte AS and LHH AS.

According to the Investment Agreement, at least two members of poLight's Board

of Directors shall be independent of poLight's largest shareholders and

management in accordance with the recommendations of the Norwegian Code of

Practice for Corporate Governance (the "Independent Directors"), and this shall

be reflected in the Company's articles of association. Further, the articles of

association shall set out that Q Tech will have the right to appoint two members

to the Board of Directors for as long as Q Tech and/or its affiliates hold in

aggregate at least 25% of the shares of poLight.

Pursuant to the Investment Agreement, in the event a voluntary offer by a third

party to acquire all the shares in the Company is recommended by the Independent

Directors, Q Tech must either accept the offer, present a competing offer with

at least the same cash price and other terms that are in aggregate no less

favourable, or agree to co-bid (if permitted by applicable law). All aspects of

such an offer shall be handled by the Independent Directors, including engaging

advisors and negotiating terms. If a higher offer is made and Q Tech does not

respond appropriately, it must sell its shares as per the initial offer.

The Company will call for a general meeting to resolve the share capital

increase pertaining to the Private Placement, appoint two board members

nominated by Q Tech and amend its articles of association, as will be further

described in the notice to the general meeting to be announced separately on or

prior to 30 April 2025. Further, the Board of Directors will propose to the

general meeting that the Board of Directors is granted an authorisation to carry

out the Subsequent Offering of up to 19,122,933 new shares in the Company,

directed at shareholders in the Company as of 15 April 2025 (as registered in

Euronext Securities Oslo (VPS) two trading days thereafter) who are not

domiciled in a jurisdiction where such an offer would be unlawful or, for

jurisdictions other than Norway, require any prospectus, filing, registration or

similar action (the "Eligible Shareholders"). The Eligible Shareholders will be

granted non-transferable subscription rights to subscribe for and be allocated

new shares in the Subsequent Offering. The subscription price in the Subsequent

Offering will be NOK 2.69. Oversubscription will be permitted, but subscription

without subscription rights will not be permitted.

The Subsequent Offering will be conditional upon the approval of the said

authorisation by the general meeting, as well as the completion of the Private

Placement. The application period for the Subsequent Offering is expected to

commence shortly after the publication of the Prospectus (as defined below). The

Company will issue a separate stock exchange announcement with further details

on the Subsequent Offering. The Company reserves the right to cancel the

Subsequent Offering due to prevailing the market conditions in the future.

The Company will publish a prospectus for the listing of the shares issued

pursuant to the Private Placement, subject to approval by the general meeting,

as well as the offer and listing of new shares in connection with the Subsequent

Offering (the "Prospectus"). Publication of the Prospectus is subject to

approval of the Prospectus by the Norwegian Financial Supervisory Authority,

expected during June/July 2025. The shares issued in the Private Placement will,

subject to the general meeting's approval, be issued prior to approval and

publication of the Prospectus, and will be issued under a separate and temporary

ISIN blocked from trade on the Oslo Stock Exchange pending publication of a

listing prospectus.

Pareto Securities AS is acting as financial advisor to the Company, as well as

settlement agent (the "Settlement Agent") for the Private Placement and the

Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to

the Company. Wikborg Rein Advokatfirma AS is acting as legal advisor to Q Tech.

For further information, please contact:

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

Joakim Hines Bredahl, CFO, poLight ASA: +47 97 52 17 31

Information in this announcement is considered to be inside information pursuant

to the EU Market Abuse Regulation and is subject to the disclosure requirements

according to section 5-12 of the Norwegian Securities Trading Act. The

information was submitted for publication by Joakim Hines Bredahl, CFO of

poLight on the date and time as set out above.

About poLight ASA

poLight ASA (listed on the Oslo Stock Exchange: PLT) offers a patented,

proprietary tunable optics technology, starting with its first product, TLens®

which replicates "the human eye" experience in autofocus cameras used in devices

such as smartphones, wearables, barcode scanners, 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 Tønsberg, Norway, with employees in Finland, France,

UK, US, China, Taiwan, Japan, and the Philippines. For more information, please

visit https://www.polight.com

About Q Technology (Group) Company Limited

Q Technology (Group) Company Limited (listed on the Hong Kong Stock Exchange,

ticker: 1478) is a global leading manufacturer of camera modules and fingerprint

recognition modules. Through the persistent pursuit of capabilities in optics,

computer vision and deep learning, Q Tech is dedicated to becoming a world-class

intelligent vision enterprise adhering to the motto of "Illuminate Things" and

offering high-quality machine vision and human vision to mobile terminals,

vehicles and IoT smart devices. For more information, please visit

https://www.qtechsmartvision.com/ (https://www.qtechsmartvision.com/common/lang/l

ng/en.html).

***

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness. Neither the Settlement Agent, nor or any of its

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. This announcement has been prepared

by and is the sole responsibility of poLight.

Neither this announcement nor the information contained herein is for

publication, distribution or release, in whole or in part, directly or

indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa

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

the United States and the District of Columbia) or any other jurisdiction where

to do so would constitute a violation of the relevant laws of such jurisdiction.

The publication, distribution or release of this announcement may be restricted

by law in certain jurisdictions and persons into whose possession any document

or other information referred to herein should inform themselves about and

observe any such restriction. Any failure to comply with these restrictions may

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

This announcement is not an offer for sale of securities in the United States.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act, and may not be offered or sold in the

United States absent registration with the U.S. Securities and Exchange

Commission or an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any securities referred to herein in the United States or to conduct a public

offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes

of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14

June 2017 (the "EU Prospectus Regulation") (together with any applicable

implementing measures in any Member State). Any offering of the securities

referred to in this announcement will be made by means of a Prospectus which

will be prepared and which is subject to the approval by the Norwegian Financial

Supervisory Authority. Investors in the Subsequent Offering should not subscribe

for any securities referred to in this announcement except on the basis of

information contained in the Prospectus. Copies of the Prospectus will,

following publication, be available from the Company's registered office and,

subject to certain exceptions, on the websites of the Settlement Agent.

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

EU Prospectus Regulation, i.e. only to investors who can receive the offer

without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are "qualified investors" within the meaning of the

EU Prospectus Regulation as it forms part of English law by virtue of the

European Union (Withdrawal) Act 2018 and 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 to 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.

This announcement is made by, and is the responsibility of, the Company. The

Settlement Agent and its affiliates are acting exclusively for the Company and

no-one else in connection with the transactions described in this announcement.

They will not regard any other person as their respective clients in relation to

the transactions described in this announcement and will not be responsible to

anyone other than the Company, for providing the protections afforded to their

respective clients, nor for providing advice in relation to the transactions

described in this announcement, the contents of this announcement or any

transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the

Settlement Agent and any of its affiliates, acting as investors for their own

accounts, may subscribe for or purchase securities and in that capacity may

retain, purchase, sell, offer to sell or otherwise deal for their own accounts

in such securities of the Company or related investments in connection with the

transactions described in this announcement or otherwise. Accordingly,

references in the Prospectus 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

Settlement Agent and any of its affiliates acting as investors for their own

accounts. The Settlement Agent 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.

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", "aim", "expect",

"anticipate", "intend", "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. Forward-looking

statements speak only as of the date they are made and cannot be relied upon as

a guide to future performance. The Company, the Settlement Agent and their

respective affiliates expressly disclaims 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. The information, opinions and forward-looking statements contained in

this announcement speak only as at its date and are subject to change without

notice.