NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, INAUSTRALIA ,CANADA ,JAPAN ,HONG KONG ORTHE 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. Reference is made to the announcement on31 May 2021 , wherebySmartoptics Group AS (the "Company") announced the successful completion of a private placement of new and existing shares (the "Private Placement") in connection with the admission to trading of the Company's shares on Euronext Growth Oslo (the "Listing").DNB Markets , a part ofDNB Bank ASA (the "Manager") may engage in stabilisation activities from today,3 June 2021 , to, and including,2 July 2021 (the "Stabilisation Period"). Any stabilisation transactions will be aimed to support the market price of the Company's shares traded on Euronext Growth Oslo. In connection with the Private Placement, the Manager has over-allotted a total of 2,400,000 shares in the Company to applicants. In order to permit delivery in respect of such over-allotments made, Smarter Holding AS has lent to the Manager a number of existing shares in the Company equal to the number of over-allotted shares. Smarter Holding AS has further granted the Manager an option to purchase a number of existing shares equal to the number of over-allotted shares at a price per share ofNOK 10.38 , equal to the offer price in the Private Placement, to cover the short position created by over-allotting shares in the Private Placement (the "Greenshoe Option"). The Manager may also close out such short position by buying shares in the open market through stabilisation activities. Net profits from any stabilisation activities will be to the benefit of Smarter Holding AS. The Manager may effect transactions with a view to supporting the market price of the Company's shares at a level higher than what might otherwise prevail, through buying shares in the Company in the open market at prices equal to or lower than (but not above) the offer price in the Private Placement. There is no obligation on the Manager to conduct stabilisation activities and there can be no assurance that stabilisation activities will be undertaken. If stabilisation activities are undertaken, they may be discontinued at any time, and must be brought to an end upon or before expiry of the Stabilisation Period. If stabilisation activities are undertaken, the Company will publish information on the activities no later than seven trading days following such transaction(s). Further, within one week after the expiry of the Stabilisation Period, the Company will publish information as to whether or not stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the dates on which the stabilisation period began and ended; and (ii) the price range between which stabilisation was carried out for each day stabilisation activities occurred. Any stabilisation activities will be conducted based on the principles set out in article 5 (4) of the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and chapter III of the supplemental rules set out in the Commission Delegated Regulation (EU) 2016/1052 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.DNB Markets , a part ofDNB Bank ASA , has acted as Sole Global Coordinator and Bookrunner in connection with the Private Placement and the Listing. Advokatfirmaet Schjødt AS has acted as legal advisor to the Company. 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 inthe United States or any other jurisdiction. The securities of the Company may not be offered or sold inthe United States absent registration or an exemption from registration under theU.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 theU.S. Securities Act. Any sale inthe United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under theU.S. Securities Act. No public offering of the securities will be made inthe 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 theEuropean Parliament and of the Council of14 June 2017 (together with any applicable implementing measures in any Member State). In theUnited Kingdom , this communication is only addressed to and is only directed atQualified 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 announcement contains certain forward-looking statements (as such is defined in Section 21E of theU.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 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. As a result, you are cautioned not to rely on any forward-looking statements. We make no prediction or statement about the performance of any such securities. 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 their 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. 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 fromthe United States (including its territories and possessions, anyState of the United States and theDistrict 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.
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