Windar Photonics : Circular 09 November 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Existing Ordinary Shares, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold only part of your holding of Existing Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

The Directors (whose names and functions appear on page 7 of this document) and the Company (whose registered office appears on page 7 of this document) accept responsibility, both collectively and individually, for the information contained in this document and compliance with the AIM Rules. To the best of the knowledge and belief of the Directors and the Company, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Existing Ordinary Shares are currently suspended from trading on AIM. Application will be made to the London Stock Exchange for the Existing Ordinary Shares to resume trading on AIM in due course, and for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission of the New Ordinary Shares will become effective and that dealings in the New Ordinary Shares will commence on or around 1 December 2022. The New Ordinary Shares will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares, and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. The London Stock Exchange has not itself examined or approved the contents of this document. Prospective investors should read this document in its entirety.

WINDAR PHOTONICS PLC

(Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 09024532)

Proposed placing to raise approximately £2 million

and

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this document and which contains, amongst other things, the Directors' unanimous recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting.

West Hill Corporate Finance Limited ("West Hill Corporate Finance"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to the Company in connection with the proposed Placing and will not be acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of West Hill Corporate Finance or for advising any other person in respect of the proposed Placing or any transaction, matter or arrangement referred to in this document.

West Hill Capital LLP (West Hill Capital"), which is an appointed representative of West Hill Corporate Finance, is acting for the Company as an arranger in connection with the proposed Placing and will not be acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of West Hill Capital or for advising any other person in respect of the proposed Placing or any transaction, matter or arrangement referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on West Hill Corporate Finance or West Hill Capital by the FSMA or the regulatory regime established thereunder, West Hill Corporate Finance and West Hill Capital (as applicable) accept no responsibility whatsoever for the contents of this document, and no representation or warranty, express or implied, is made by West Hill Corporate Finance or West Hill Capital in relation to the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Placing and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. West Hill Corporate Finance and West Hill Capital accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise which it may otherwise have in respect of this document or any such statement.

Notice of a General Meeting of the Company, to be held at West Hill Corporate Finance Limited, 85 Gresham Street, London, EC2V 7NQ at

10.00 a.m. on 25 November 2022, is set out at the end of this document. To be valid, the accompanying Form of Proxy for use in connection with the General Meeting should be completed, signed and returned as soon as possible and, in any event, so as to reach the Company's registrars, Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, by not later than 10.00 a.m. on 23 November 2022 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). Completion and return of Forms of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish.

Shareholders who hold their Existing Ordinary Shares in uncertificated form in CREST may alternatively use the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual as explained in the notes accompanying the Notice of General Meeting at the end of this document. Proxies submitted via CREST must be received by Share Registrars Limited (ID 7RA36) by no later than 10.00 a.m. on 23 November 2022 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). The appointment of a proxy using the CREST Proxy Voting Service will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.

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IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

Presentation of financial information

Certain data in this document, including financial, statistical and operational information has been rounded. As a result of the rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data. Percentages in tables have been rounded and, accordingly, may not add up to 100 per cent. In this document, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom.

Interpretation

Certain terms used in this document are defined and certain technical and other terms used in this document are explained in the section of this document titled "Definitions".

All times referred to in this document and the Form of Proxy are, unless otherwise stated, references to London time.

All references to legislation in this document and the Form of Proxy are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

Document

A copy of this document is available at the Company's website www.windarphotonics.com.

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	CONTENTS
		Page
Expected timetable of principal events	4
Definitions		5
Part I	Letter from the Independent Non-Executive Chair of the Company	7

Notice of General Meeting

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
		2022
Publication of this document and the Form of Proxy	9	November
Latest time and date for receipt of Forms of Proxy and CREST voting	10.00 a.m. on 23
instructions		November
General Meeting	10.00 a.m. on 25
		November
Results of the General Meeting announced	25	November
Publication of the 2021 Accounts	23	November
Publication of Interim Accounts	23	November
Admission and dealings in the New Ordinary Shares expected to	at or around 8.00 a.m. on 1
commence on AIM		December

Notes:

1. Each of the above times and/or dates is subject to change at the absolute discretion of the Company and West Hill. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

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DEFINITIONS

The following definitions apply throughout this document and the Form of Proxy unless the context otherwise requires:

"2021 Accounts"	the Company's annual accounts for the financial year ended 31
	December 2021
"Act"	the Companies Act 2006 (as amended)
"Admission"	admission of shares to trading on AIM becoming effective in accordance
	with Rule 6 of the AIM Rules
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange
	from time to time

• Application Forms" the application forms in respect of the New Ordinary Shares addressed to the Receiving Agent

"certificated form" or "in	an Ordinary Share recorded on a company's share register as being held
certificated form"	in certificated form (namely, not in CREST)
"Company"	Windar Photonics plc, a company incorporated and registered in England
	and Wales under the Act with registered number 09024532
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of
	which Euroclear is the operator (as defined in those regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Dealing Day"	a day on which the London Stock Exchange is open for business in
	London
"Directors" or "Board"	the directors of the Company whose names are set out on page 7 of this
	document, or any duly authorised committee thereof
"Euroclear"	Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary	the 54,595,524 Ordinary Shares in issue at the date of this document, all
Shares"	of which are admitted to trading on AIM
"FCA"	the UK Financial Conduct Authority
"Form of Proxy"	the form of proxy for use in connection with the General Meeting which
	accompanies this document
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"General Meeting"	the general meeting of the Company to be held at West Hill Corporate
	Finance Limited, 85 Gresham Street, London, EC2V 7NQ at 10.00 a.m.
	on 25 November 2022 (or any adjournment thereof), notice of which is
	set out at the end of this document
"Group" or "Windar	the Company, its subsidiaries and its subsidiary undertakings
Group"
"Interim Accounts"	the Company's interim accounts for the six months ending 30 June 2022
"Issue Price"	15 pence per New Ordinary Share

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