Photronics Completes Private Placment of $150 Million Convertible Subordinated Notes Due 2003

BROOKFIELD, Connecticut April 16, 2003 -- Photronics, Inc. (Nasdaq:PLAB) today announced that it has completed its offering of $150 million 2 �% Convertible Subordinated Notes due 2008 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. This amount includes $25 million principal amount of Notes issued pursuant to an option granted to the initial purchasers of the notes.

The Notes are convertible, at the option of the holders, into shares of Photronics common stock at a conversion rate of 62.9376 shares per $1,000 principal amount of Notes, subject to adjustment in certain circumstances. This represents a conversion premium of 42.5% based on the closing price of $11.15 for the common stock on April 9, 2003. Photronics may not redeem these Notes prior to their final maturity on April 15, 2008./font>

The Notes and the common stock issuable upon conversion of the Notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.