poLight ASA: Start of subscription period for the Rights Issue

14 Apr 2023 07:00 CEST

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 previous stock exchange announcements from poLight ASA
("poLight" or the "Company") regarding a fully underwritten rights issue of
12,918,660 new shares in the Company (the "Offer Shares"), raising gross
proceeds of NOK 135 million (the "Rights Issue").

The subscription period in the Rights Issue starts today, 14 April 2023, at
09.00 CEST. Certain information about the Rights Issue is set out below. The
complete terms and conditions of the Rights Issue are set out in the Prospectus
(as defined below).

Pareto Securities AS is acting as manager for the Rights Issue (the "Manager").

Allocation and grant of Subscription Rights

The holders of the Company's shares as of 11 April 2023, as registered with the
Norwegian Central Securities Depository (the "VPS") as of the expiry of 13
April  2023 (the "Record Date") (the "Existing Shareholders"), will be granted
transferable subscription rights (the "Subscription Rights") that, subject to
applicable law, provide preferential rights to subscribe for and be allocated
Offer Shares in the Rights Issue at the subscription price of NOK 10.45 (the
"Subscription Price").

Each Existing Shareholder has been granted 0.248661 Subscription Rights for
every one (1) Existing Share registered as held by such Existing Shareholder as
of the Record Date, rounded down to the nearest whole Subscription Right. The
Subscription Rights will be distributed free of charge to the Existing
Shareholders.

Each whole Subscription Right will, subject to applicable law, give the right to
subscribe for and be allocated, one Offer Share. Oversubscription with
Subscription Rights will be permitted, however, there can be no assurance that
Offer Shares will be allocated for such subscriptions. The Underwriters will
have a preferential right to subscribe for and be allocated Offer Shares that
have not been subscribed for based on allocated and acquired Subscription
Rights. Other than subscriptions from the Underwriters (as defined below),
subscription without Subscription Rights is not permitted.

The grant or purchase of Subscription Rights and the subscription of Offer
Shares by persons resident in, or who are citizens of countries other than
Norway, may be affected by laws of the relevant jurisdiction. No Offer Shares or
Subscription Rights will be offered or sold in the United States. For a further
description of such restrictions, please refer to Section 11.8 "Subscription
Rights" and Section 12 "Selling and Transfer Restrictions" of the prospectus
prepared by the Company dated 13 April 2023 (the "Prospectus"). The Prospectus
is, subject to applicable local securities laws, available at the websites of;
(i) the Company (https://www.polight.com/investors), and (ii) of the Manager
(https://paretosec.com/updates/transactions/).

Subscription period

The subscription period commences today, 14 April 2023 at 09:00 (CEST), and ends
at 16:30 (CEST) on 28 April 2023 (the "Subscription Period"). The Subscription
Period may not be shortened, but the Board of Directors may extend the
Subscription Period if this is required by law as a result of the publication of
a supplemental prospectus.

Subscription Rights

The Subscription Rights will be listed and tradable on the Oslo Stock Exchange
from 14 April 2023 at 09:00 (CEST) to 24 April 2023 at 16:30 (CEST), under the
ticker "PLTT". The Subscription Rights will hence only be tradable during part
of the Subscription Period.

Persons intending to trade in Subscription Rights should be aware that trading
in, and exercise of, Subscription Rights who are located in jurisdictions
outside of Norway may be restricted or prohibited by applicable securities laws.
See Section 12 "Selling and Transfer Restrictions" for further information.
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period on 28 April 2023 at 16:30 CEST or sold before
24 April 2023 at 16:30 CEST will have no value and will lapse without
compensation to the holder.

The Subscription Rights are expected to have economic value if the Company's
shares trade above the Subscription Price during the Subscription Period.
Existing Shareholders who do not exercise their Subscription Rights will
experience a dilution of their shareholding in the Company, as further detailed
in Section 11.20 "Dilution" of the Prospectus.

Subscription Price

The Subscription Price is NOK 10.45 per Offer Share.

Subscription procedure

Subscriptions for Offer Shares may either be made through the VPS online
subscription system or by submitting a correctly completed subscription form to
the Manager within the Subscription Period.

Subscribers who are residents of Norway with a Norwegian personal identification
number are encouraged to subscribe for Offer Shares through the Norwegian VPS'
online subscription system (or by following the link on
https://paretosec.com/updates/transactions/, which will redirect the subscriber
to the VPS online subscription system). All online subscribers must verify that
they are Norwegian residents by entering their national identity number (Nw:
fødselsnummer). Subscriptions made through the VPS online subscription system
must be duly registered before the expiry of the Subscription Period.

Subscribers that are not able to use the VPS online subscription system must
submit a correctly completed subscription form to the Manager during the
Subscription Period. The subscription form is attached to the Prospectus. The
postal and e-mail address to the Manager is included in Section 11.10
"Subscription procedures" of the Prospectus.

The Underwriting

Pursuant to underwriting agreements dated 20 March 2023 and 11 April 2023 (the
"Underwriting Agreements"), the participants in the underwriting syndicate for
the Rights Issue (the "Underwriters") have, on a firm commitment basis,
undertaken, severally and not jointly, and otherwise on  the terms and
conditions set out in the Underwriting Agreements, to fully underwrite the
Rights Issue, i.e. with an aggregate amount of NOK 135 million (the
"Underwriting Obligation").

The obligations of the Underwriters pursuant to the Underwriting Agreements were
subject to satisfaction of certain conditions, including; (i) approval by an
extraordinary general meeting of the Company of the share capital increase
relating to the Rights Issue, (ii) the Prospectus being approved by the
Norwegian Financial Supervisory Authority and published by the Company, (iii)
the two largest shareholders in the Company, Investinor Direkte AS and
Stiftelsen Industrifonden, undertaking not to sell Subscription Rights at a
price lower than the difference between the TERP based on the volume-weighted
average price (VWAP) on the last trading day prior to the extraordinary general
meeting held on 11 April 2023 and the Subscription Price, (iv) Investinor
Direkte AS and Stiftelsen Industrifonden having entered into a customary lock-up
undertaking for a period of 90 days commencing from the date the Rights Issue
was announced (i.e. 20 March 2023), and (v) Øyvind Isaksen, the CEO of the
Company (or his holding company Oimacon AS), subscribing for at least its pro
rata part of the shares in the Rights Issue.

Apart from (v), all of the above conditions have been satisfied as of the date
of this announcement.

Pursuant to the Underwriting Agreements, each Underwriter shall receive an
underwriting commission equal to 10% of their respective underwriting
obligation, which shall be settled in new shares in the Company to be issued at
the Subscription Price. The issuance of new Shares to settle the underwriting
commission is intended to be resolved by the Board of Directors pursuant to an
authorization to increase the share capital granted in the annual general
meeting held on 25 May 2022.

The Underwriting Obligation will expire in the event that the Underwriters are
not notified of any conditional allocation under the Underwriting Obligation
within 12 May 2023.

See Section 11.21 "The Underwriting" in the Prospectus for further information.

Financial Intermediaries

If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each relevant Existing Shareholder with
this information in accordance with its usual customer relations procedures.
Existing Shareholders holding their shares through a financial intermediary
should contact the financial intermediary if they have received no information
with respect to the Rights Issue.

Allocation of Offer Shares - Listing and commencement of trading in the Offer
Shares

Following expiry of the Subscription Period, the Offer Shares will be allocated
to subscribers in accordance with the allocation principles described in Section
11.14 "Allocation of the Offer Shares" in the Prospectus. Payment for allocated
Offer Shares falls due on 3 May 2023.

Subject to timely payment of the entire subscription amount in the Rights Issue,
the Company expects that the share capital increase pertaining to the Rights
Issue will be registered with the Norwegian Register of Business Enterprises on
or about 11 May 2023 and that allocated Offer Shares will be delivered to the
VPS accounts of the subscribers, and be tradable on the Oslo Stock Exchange, on
or about the same day.

Advisers:

Pareto Securities AS has been retained by the Company to act as manager and
bookrunner for the Rights Issue.

Advokatfirmaet CLP DA is acting as legal adviser to the Company in connection
with the Rights Issue.

Further information from:

Dr. 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 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.

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