Smartoptics Group AS

Share Issue/Capital Change • May 31, 2021

Smartoptics Group AS: NOK 250 million Private Placement successfully placed

Smartoptics Group AS: NOK 250 million Private Placement successfully placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Smartoptics Group AS: NOK 250 million Private Placement successfully placed

Reference is made to the announcement from Smartoptics Group AS (“Smartoptics” or the “Company”) published on 26 May 2021 regarding a contemplated Private Placement (as defined below) and admission to trading on Euronext Growth Oslo (the “Admission”).

The Company is pleased to announce that the Private Placement (as defined below) has been successfully placed through the allocation of 9,600,000 new shares in the Company (the “New Shares”) and 12,000,000 secondary shares in the Company (the “Sale Shares”) at a price of NOK 10.38 per share (the “Subscription Price”), raising gross proceeds of approximately NOK 225 million. In addition, the Manager (as defined below) have over-allocated 2,400,000 additional existing shares (the “Additional Shares” and, together with the New Shares the “Offer Shares”) (the “Private Placement”).

Three cornerstone investors subscribed for and were allocated Offer Shares for approximately NOK 95 million in the Private Placement: (i) Danske Invest: NOK 40 million / 3.85 million Offer Shares; (ii) Ålandsbanken: NOK 35 million / 3.37 million Offer Shares; and (iii) Varner Invest: NOK 20 million / 1.93 million Offer Shares.

Furthermore, employees of the Company were allocated in total NOK 3.6 million / 0.34 million Offer Shares in the Private Placement.

The net proceeds to the Company from the Private Placement related to the New Shares will be used to pursue organic growth initiatives, in addition to general corporate purposes.

The Company, Smarter Holding AS and members of the Company's board of directors and management has entered into customary lock-up arrangements with the Manager that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Manager, issue, sell or dispose of shares, as applicable, for a period of 12 months for the Company, 6 months for Smarter Holding AS and 12 months for members of the Company's board of directors and management, after the commencement of trading in the shares on Euronext Growth Oslo.

Smarter Holding AS has granted the Manager an option to acquire at the Offer Price a number of shares equal to the number of Additional Shares to cover short positions resulting from any over-allotments made. Such option must be exercised by the Manager no later than the 30th day following commencement of trading on Euronext Growth Oslo. The Manager may (but will be under no obligation to) effect stabilisation activities in accordance with Commission Delegated Regulation (EU) 2016/1052, as implemented into Norwegian law by Section 3-1 of the Norwegian Securities Trading Regulation, in a period of 30 days from the first day of trading on Euronext Growth Oslo in order to support the market price of the shares. However, stabilisation action may not necessarily occur and may cease at any time. Any stabilisation action may begin on or after the date of commencement of trading of the shares on Euronext Growth Oslo and, if begun, may be ended at any time, but it must end no later than 30 days after that date. Stabilisation may result in a price of the shares that is higher than might otherwise prevail, and the price may reach a level that cannot be maintained on a permanent basis.

Completion of the Private Placement is subject to (i) the allocated Offer Shares having been fully paid and (ii) the New Shares having been validly issued (by registration of the share capital increase pertaining to the issuance of the New Shares in the Norwegian Register of Business Enterprises) and delivered in the VPS.

There will be in total 96,286,593 shares in issue in Smartoptics following the issuance of the New Shares, each with a nominal value of NOK 0.02, resulting in a post-money market capitalisation of the Company of approximately NOK 1,000 million based on the Subscription Price.

Notification of allocation to investors is expected to be communicated on or about 31 May 2021. The Private Placement is expected to be settled by the Manager on a delivery-versus-payment basis on or about 3 June 2021 following the registration of the new share capital in the Norwegian Register of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Manager.

The Company has applied, and expects, subject to the conditions for completion of the Private Placement being fulfilled and necessary approvals from the Oslo Stock Exchange, to have its shares admitted to trading on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is expected to be shortly after completion of the Private Placement and is currently anticipated to be on or about 3 June 2021.

Advisors:

DNB Markets, a part of DNB Bank ASA is acting as Sole Global Coordinator and Bookrunner in connection with the Private Placement (the “Manager”). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

For more information, please contact:

Magnus Grenfeldt, CEO

+46 73-366 88 77

Smartoptics in brief:

Smartoptics provides innovative optical networking solutions and devices for the new era of open networking. The Company’s customer base includes thousands of enterprises, governments, cloud providers, Internet exchanges as well as cable and telecom operators. Smartoptics has an open networking approach in everything it does which allows our customers to break unwanted vendor lock-in, remain flexible and minimize costs. The solutions are used in metro and regional network applications that increasingly rely on data center services and specifications.

Important notice:

These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

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. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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 statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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, include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Manager nor any of its respective 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. 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 respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Manager and its respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Admission will occur.

Certain figures contained in this document, including financial information, may have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

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. Specifically, 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 the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong Japan 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 comes 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.