AGM Information • Apr 29, 2025
AGM Information
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This document has been prepared in both Norwegian and English. In case of any discrepancy between the two versions, the Norwegian version shall prevail.
The board of directors of poLight ASA ("poLight" or the "Company") hereby convenes an annual general meeting.
Time: 21 May 2025 at 12.30 hours CEST Place: Kjelleveien 21A, 3125 Tønsberg, Norway
The Company's CEO informs on the business for 2024. The annual accounts and annual report for the financial year 2024, as well as the auditor's report, are available at the Company's registered office and website: www.polight.com, and will be made available at the general meeting. The board of directors proposes that the general meeting passes the following resolution: "The annual report and annual accounts, including the consolidated group accounts, for the financial year 2024 are approved. The
Company's loss of NOK 103,564,000 is covered by a transfer from the share premium fund of NOK 93,556,000 and retained earnings of NOK 10,008,000."
The fee to the Company's auditor, KPMG AS, for the financial year 2024 amounts to NOK 956,000 for the audit of the financial statements of poLight ASA. The board of directors proposes that the general meeting passes the following resolution: "The general meeting approves the auditor's fee for 2024 totalling NOK 956,000."
The board of directors proposes that the general meeting resolves to change the Company's registered address to be located in Tønsberg municipality, and that article 2 of the articles of associations is amended to read as follows: "The Company's registered office is in Tønsberg municipality."
Subject to the completion of the Private Placement (further described in section 13 below), the board of directors resolved to propose to the annual general meeting that the articles of association is amended to include a requirement for independent directors, and that article 5 of the articles of association is amended to read as follows:
"The board of directors of the Company shall consist of up to 7 board members.
At least two of the members of the board of directors shall be independent directors, meaning that the board member is independent of the Company's largest shareholders and management in accordance with the independence criteria of the Norwegian Code of Practice for Corporate Governance, i.e. having no business, family or other relationships with such parties that might be assumed to affect his or her views and decisions.
Q Technology (Group) Company Limited ("Q Tech") shall have the right to appoint two members of the board of directors for as long as Q Tech and/or Q Tech Affiliates hold in aggregate at least 25% of the shares of poLight ASA. For the purpose of this clause, "Q Tech Affiliate" shall mean any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Q Tech. The term "control" as used in this definition shall mean the ability, directly or indirectly, to direct the management or policies of another corporate body, whether through ownership of voting rights or otherwise. An entity has "control" if it owns a majority of the voting rights of the other person, or if it maintains the right to elect or remove the majority of the directors of the board or similar governing body of the other person. The right for Q Tech to appoint directors pursuant to this clause shall terminate in the event Q Tech and/or Q Tech Affiliates no longer hold in aggregate at least 25% of the shares of poLight ASA."
The board of directors proposes that the general meeting resolves to change the first paragraph of article 7 of the articles of association to read as follows:
"The Company shall have a nomination committee of 2-3 members, elected by general meeting. Following a recommendation by the nomination committee, the general meeting shall determine the compensation to the members of the nomination committee."
As a result of changes in the Public Limited Liability Companies Act regarding advance registration for participation in the general meeting, as well as the possibility of advance voting, the board proposes that the general meeting adopts an amendment to the third paragraph, and adds a new fourth paragraph, to article 8 of the articles of association, which shall read as follows:
"Shareholders who wish to participate in the general meeting must give the company notice of this in advance. Such notice must be received by the company no later than two working days prior to the general meeting. The board of directors may, however, before the notice to the general meeting has been sent, set a later deadline for such notice.
The shareholders may cast their votes in writing, including through electronic communication, in a period prior to the general meeting. The board of directors can establish specific guidelines for such advance voting. The established guidelines must be stated in the notice of the general meeting."
All board members are elected for a term until the annual general meeting in 2025. The entire board of directors is thus up for election.
Reference is made to the recommendation from the nomination committee made available at https://www.polight.com, where it is proposed that Grethe Helene Viksaas (chair), Marianne Bøe, Svenn-Tore Larsen and Jean-Christophe Yves Eloy be re-elected as board members until the annual general meeting in 2027. In addition it is proposed that Cathrine Wiig Ore is elected as a new board member.
In connection with Q Tech's investment in the Company (as further described in item 13 below), Q Tech will acquire ownership of 63,743,112 shares, representing 32.97% of the Company's share capital after the Private Placement (as defined in item 13 below), Q Tech has requested that Changhui (Chris) Liu and Yungpang (Louis) So be elected as board members for the term until the annual general meeting in 2027, subject to completion of the Private Placement.
It is proposed that there are separate votes for each of the members. In accordance with the request from Q Tech, and the recommendation from the nomination committee. the board of directors proposes that the general meeting adopts the following resolution: 7.1 Grethe Helene Viksaas is re-elected as the chairperson of the board of directors of poLight ASA for the period until the annual general meeting in 2027.
7.2 Marianne Bøe is re-elected as the board member of poLight ASA for the period until the annual general meeting in 2027.
7.3 Svenn-Tore Larsen is re-elected as the board member of poLight ASA for the period until the annual general meeting in 2027.
7.4 Jean-Christophe Yves Eloy is re-elected as the board member of poLight ASA for the period until the annual general meeting in 2027.
7.5 Cathrine Wiig Ore is elected as the board member of poLight ASA for the period until the annual general meeting in 2027.
7.6 Changhui (Chris) Liu is elected as the board member of poLight ASA for the period until the annual general meeting in 2027, subject to completion of the Private Placement.
7.7 Yungpang (Louis) So is elected as the board member of poLight ASA for the period until the annual general meeting in 2027, subject to completion of the Private Placement.
The entire nomination committee is elected until the annual general meeting in 2025 and is thus up for election.
Reference is made to the recommendation from the nomination committee available at https://www.polight.com, where it is proposed that the general meeting resolves to re-elect Jan-Erik Hæreid as chair of the nomination committee and that Anne E. H. Worsøe and Egil Garberg (Investinor) are re-elected as members of the nomination committee for a period until the annual general meeting in 2027. It is proposed that there are separate votes for each of the members.
In accordance with the proposal from the nomination committee, the board of directors proposes that the general meeting adopts the following resolutions:
8.1 Jan-Erik Hæreid is elected as the chairperson of the nomination committee of poLight ASA for the period until the annual general meeting in 2027.
8.2 Anne E. H. Worsøe is elected as a member of the nomination committee of poLight ASA for the period until the annual general meeting in 2027.
8.3 Egil Garberg is elected as a member of the nomination committee of poLight ASA for the period until the annual general meeting in 2027.
Reference is made to the nomination committee's proposal available on the Company's website https://www.polight.com, where the Company's nomination committee has proposed the following remuneration to the Company's board of directors, and its sub-committees, from the annual general meeting 2025 until the annual general meeting in 2026:
| Chair of the board of directors: | NOK 525,000 |
|---|---|
| Board members: | NOK 290,000 |
| Chair of the audit and sustainability committee: | NOK 40,000 |
| Members of the audit and sustainability committee: NOK 30,000 | |
| Chair of the remuneration committee: | NOK 40,000 |
| Members of the remuneration committee: | NOK 30,000 |
In addition to the above, the nomination committee recommends that the chair of the board of directors receives an additional one-off remuneration of NOK 50,000 for the period from the annual general meeting in 2024 to the annual general meeting in 2025, with payment scheduled for June 2025. This additional remuneration is intended to acknowledge extraordinary high workload during the past 12 months, particularly in relation to the Private Placement towards Q Tech (as further described below).
In accordance with the nomination committee's proposals, the board of directors proposed that the general meeting adopts the following resolution:
9.1 The nomination committee's proposal for remuneration to the board of directors is approved.
9.2 The nomination committee's proposal for extraordinary remuneration to the chair of the board of directors is approved.
9.3 The nomination committee's proposal for remuneration to the audit and sustainability committee is approved.
9.4 The nomination committee's proposal for remuneration to the remuneration committee is approved.
Reference is made to the nomination committee's proposal made available on the Company's website https://www.polight.com, where the nomination committee has proposed the following remuneration to the members of the Company's nomination committee from the annual general meeting 2025 until the annual general meeting in 2026:
Chair NOK 40,000
Members NOK 30,000
The board of directors proposes that the general meeting adopts the following resolution:
"The nomination committee's proposal for remuneration to members of the nomination committee is approved."
In accordance with Section 6-16b of the Norwegian Public Limited Liability Companies Act and related regulation, the board of directors has prepared a report regarding salary and other remuneration to the Company's leading personnel. The report has been reviewed by the Company's auditor in accordance with Section 6-16b fourth paragraph of the Norwegian Public Limited Liability Companies Act and is made available at the Company's website https://www.polight.com. In accordance with Section 5-6 fourth paragraph of the Norwegian Public Limited Liability Companies Act, the report shall be presented to the shareholders for an advisory vote.
The board of directors proposes that the general meeting adopts the following resolution:
"The general meeting endorses the report regarding salary and other remuneration to the Company's leading personnel for 2024."
the board of directors' report on corporate governance which has been prepared in accordance with Section 2-9 of the Norwegian Accounting Act. The report is included in the Company's annual report of 2024, made available Company's website https://www.polight.com.
The board of directors' report on corporate governance is not subject to a vote.
As announced by the Company in a stock exchange notification dated 15 April 2025, the Company has entered into an investment agreement (the "Investment Agreement") regarding the investment by Q Tech related to a directed share issue of in total 63,743,112 new shares in the Company (the "Private Placement Shares") at a subscription price of NOK 2.69 per Private Placement Share (the "Subscription Price"), which in aggregate will result in gross proceeds to the Company of NOK 171,468,971.28 (the "Private Placement"). The completion of the Private Placement will result in Q Tech owning approx. 32.97% of the total number of shares in the Company following the Private Placement.
The net proceeds from the Private Placement will be used to finance the Company's further growth, including the Company's working capital needs, in relation to the development of its TLens® autofocus product line and potentially accelerate adoption of its TWedge®. The Private Placement is contingent upon the Company's general meeting approving (i) the election of two directors nominated by Q Tech as well as replacement of one of the current male board members with a female board member in order to satisfy gender requirements, (ii) the share capital increase for the Private Placement, and (iii) the amendments to the Company's articles of association to include the requirement for the Company to have two independent directors.
The Private Placement entails a deviation from the shareholders' pre-emptive rights pursuant to Sections 10-4 and 10-5 of the Companies Act. It remains the board of directors' view, which is supported by discussions with and requirements from top tier end-customers that in order to scale the Company's production of TLens® and TWedge®, the Company needs to establish a strong strategic relationship with a reputable producer. Q Tech satisfy these requirements.
The board of directors has duly considered different transaction structures. However, it was noted that it is not possible to obtain the similar benefits from carrying out a rights issue towards its current shareholders. The board of directors also noted that they had agreed with Q Tech that the Company could carry out the Subsequent Offering to its current shareholders at the same Subscription Price, which will reduce the dilution for such shareholders. Further, the board of directors emphasised that the Private Placement is carried out at a price which is considered fair by the board of directors taking into account the premium to the trading price of the shares on the Oslo Stock Exchange, and that the transaction is supported by the Company's largest shareholder, Investinor Direkte AS. After careful consideration,
the board of directors deemed the Private Placement to be in the Company's and its shareholders' interests, and that it has sufficient grounds to deviate from the existing shareholders' preferential rights.
The Company intends, as further described in item 14 below, to carry out a subsequent repair offering to compensate for the dilutive effect of the Private Placement.
On this basis, the board of directors proposes that the general meeting resolves to increase the share capital by NOK 2,549,724.48 through the issuance of 63,743,112 Private Placement Shares to complete the Private Placement, and that the shareholders' preferential right to the Private Placement Shares is deviated from, cf. Section 10-4, cf. Section 10-5 of the Norwegian Public Limited Liability Companies Act.
As regards the considerations that should be taken when subscribing for shares in the Private Placement, the board of directors refers to the fact that subscribing for shares, in general, involves risks. The board of directors also points to the information provided above, as well as information and news published by the Company to the market through Oslo Stock Exchange's information service at www.newsweb.no and on the Company's website (https://www.polight.com).
The board of directors proposes that the general meeting passes the following resolution:
(i) The share capital shall be increased with NOK 2,549,724.48, by the issuance of 63,743,112 new shares, each with a nominal value of NOK 0.04.
(ii) The subscription price per share is NOK 2.69. The share contribution shall be settled in cash.
(iii) The shares shall be subscribed for by Q Technology (Group) Company Limited. The shareholders' preferential right is thus deviated from, cf. Section 10-5, cf. Section 10-4 of the Norwegian Public Limited Liability Companies Act.
(iv) The shares shall be subscribed for on a separate subscription form no later than on 30 May 2025.
(v) Payment shall be made to the Company's separate share deposit account no later than 30 May 2025, cf. Section 10-13 of the Norwegian Public Limited Liability Companies Act.
(vi) The new shares carry rights to dividend and other rights in the Company from the time when the payment of the subscription amount for the new shares is received at the Company's bank account with Pareto Securities AS.
(vii) The Company's expenses in connection with the share capital increase are estimated to amount to approximately NOK 9,000,000.
(viii) Section 4 of the articles of association shall be amended to reflect the share capital and number of shares following the share capital increase.
To give the Company's existing shareholders the opportunity to subscribe for shares in the Company at the same price as Q Tech in the Private Placement, the board of directors proposes that the general meeting resolves to grant it an authorisation to carry out a subsequent offering (the "Subsequent Offering") of up to 19,122,933 new shares in the Company ("Offer Shares") at a subscription price which is equal to the Subscription Price in the Private Placement, i.e. NOK 2.69 per Offer Share. This will give the Company gross proceeds in the Subsequent Offering of up to NOK 51,440,690. The net proceeds will be used for general corporate purposes, including working capital needs in relation to product development and ramp-up of production and sales activities.
The Subsequent Offering will be offered to the Company's shareholders as of the date of the Investment Agreement, 15 April 2025, (as registered in Euronext Securities Oslo (VPS) two trading days thereafter) who are not resident in a jurisdiction where such offering would be unlawful or would, in jurisdictions other than Norway, require any prospectus, filing or similar action (the "Eligible Shareholder"). The Eligible Shareholders will be granted non-transferable subscription rights to subscribe for and be allocated new shares in the Subsequent Offering. Oversubscription will be allowed, but subscription without subscription rights will not be permitted. The Subsequent Offering will be finally resolved by the board of directors after Completion of the Private Placement. As a result of the transaction structure, it is necessary to deviate from the shareholders' pre-emptive rights in the Subsequent Offering.
The Subsequent Offering will be carried out on the basis of a prospectus which must be approved by the Norwegian Financial Supervisory Authority prior to publication (the "Prospectus").
The Subsequent Offering will be conditional upon the general meeting's approval, as set out below, as well as the completion of the Private Placement. The board of directors reserves the right to assess the development in the Company's share price, and the board of directors may find that it is not beneficial for the Company and the shareholders that the Subsequent Offering is carried out if the Company's share price over time trades at a price which is below the Subscription Price of NOK 2.69 per share.
A more detailed description of the Subsequent Offering, as well as factors that should be taken into consideration when subscribing for shares in the Subsequent Offering, will be included in the Prospectus.
The board of directors proposes that the general meeting passes the following resolution:
(i) Pursuant to section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is given an authorisation to increase the Company's share capital by up to NOK 764,917.32.
(ii) The authorisation may only be used to issue new shares in a subsequent repair offering directed towards the Company's shareholders as of 15 April 2025 (as registered in Euronext Securities Oslo (VPS) on 22 April 2025) who are not domiciled in a jurisdiction where such an offer would be unlawful or, for jurisdictions other than Norway, require any prospectus, filing, registration or similar action.
(iii) The shareholders' pre-emptive right to the new shares in accordance with Section 10-4 of the Norwegian Public Limited Liability Companies Act may be deviated from, cf. Section 10-5.
(iv) The subscription price shall be NOK 2.69 per share. Other subscription terms shall be determined by the board of directors.
(v) The authorisation will remain in force from the time the authorisation is registered in the Norwegian Register of Business Enterprises until 31 December 2025.
(vi) The authorisation does not include an increase in share capital by contribution in kind or the right to incur special obligations for the Company, cf. Section 10-2 of the Norwegian Public Limited Liability Companies Act.
(vii) The authorisation does not include an increase in the share capital through a merger, cf. Section 13-5 of the Norwegian Public Limited Liability Companies Act.
(viii) The board of directors is authorised to amend Section 4 of the Company's articles of association in accordance with the share capital increase carried out under this authorisation.
The board of directors considers it important to incentivise the Company's employees and therefore wants to continue a share option program. For the purpose of issuing shares under the incentive scheme, the board of directors proposes that it is granted an authorisation to increase the share capital of the Company's share capital with up to NOK 773,458.84, through one or more capital increases towards employees and consultants chosen by the board of directors. The authorisation constitutes up to 10% of the Company's share capital after the capital increase related to the Private Placement has been completed. The shareholders' pre-emptive rights may be set aside.
On this background, the board of directors proposes that the general meeting passes the following resolution:
(i) Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to increase the Company's share capital, in one or more rounds, by up to NOK 773,458.84.
(ii) The authorisation may be used to for issuing shares to options holders who have exercised their options under the Company's share option program. The terms of the subscription shall be decided by the board of directors.
(iii) The shareholders' preferential right to subscribe for and be allocated the new shares pursuant to Section 10-4 of the Norwegian Public Limited Liability Companies Act may be deviated from, cf. Section 10-5.
(iv) The authorisation does not include an increase in share capital by contribution in kind or the right to incur special obligations for the Company, cf. Section 10-2 of the Norwegian Public Limited Liability Companies Act.
(v) The authorisation does not cover share capital increases in connection with mergers pursuant to Section 13-5 of the Norwegian Public Limited Liability Companies Act.
(vi) The authorisation shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until the Company's annual general meeting in 2026, but no longer than 30 June 2026.
(vii) From the time of registration in the Norwegian Register of Business Enterprises, this authorisation replaces the previous authorisation to increase the share capital by up to NOK 264,846, given to the board of directors at the annual general meeting held on 22 May 2024. (viii) The board of directors is authorised to amend Section 4 of the Company's articles of association in accordance with the share capital increase carried out under this authorisation.
In order for the Company to be able to increase the share capital in an efficient manner, it is proposed that the board of directors is granted an authorisation to increase the share capital of the Company with up to NOK 1,546,917.72, which constitutes up to 20% of the Company's share capital after the capital increase related to the Private Placement has been completed.
The board authorisation may be used in situations where this is considered beneficial for the Company, inter alia in connection with capital raisings for the financing of the Company's business and in connection with potential acquisitions. The board of directors is of the opinion that such authorisation would be in the interest of the Company and its shareholders, as it provides the board of directors with flexibility should the Company be in a situation where it is necessary or desirable to raise additional equity. A board authorisation as proposed is deemed to be customary for companies listed on the Oslo Stock Exchange.
On the basis of the purpose of the authorisation, the board of directors proposes that it is authorised to deviate from the shareholders' preferential rights to subscribe for and be allotted the new shares issued pursuant to the authorisation.
On this background, the board of directors proposes that the general meeting passes the following resolution:
(i) Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to increase the Company's share capital, in one or more rounds, by up to NOK 1,546,917.72. The terms of the subscription shall be decided by the board of directors.
(ii) The shareholders' preferential right to subscribe for and be allocated the new shares pursuant to Section 10-4 of the Norwegian Public Limited Liability Companies Act may be deviated from, cf. Section 10-5.
(iii) The authorisation does not include an increase in share capital by contribution in kind or the right to incur special obligations for the Company, cf. Section 10-2 of the Norwegian Public Limited Liability Companies Act.
(iv) The authorisation covers share capital increases in connection with mergers pursuant to Section 13-5 of the Norwegian Public Limited Liability Companies Act.
(v) The authorisation shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until the Company's annual general meeting in 2026, but no longer than 30 June 2026.
(vi) From the time of registration in the Norwegian Register of Business Enterprises, this authorisation replaces the previous authorisation to increase the share capital by up to NOK 529,692, given to the board of directors at the annual general meeting held 22 May 2024. (vii) The board of directors is authorised to amend Section 4 of the Company's articles of association in accordance with the share capital
To facilitate that the Company in an efficient manner shall be able to deliver shares, for example for share-based incentive schemes, it is proposed that the board of directors is granted an authorisation to acquire treasury shares with a total nominal value equal to NOK 773,458.84 of the Company's share capital. The authorisation constitutes up to 10% of the Company's share capital after the capital increase related to the Private Placement has been completed.
On this background, the board of directors proposes that the general meeting passes the following resolution:
(i) In accordance with the Norwegian Public Limited Liability Companies Act section 9-4, the board of directors is granted an authorisation to acquire shares in the Company ("treasury shares") with an aggregate nominal value of up to NOK 773,458.84.
(ii) The maximum payable price per share shall be NOK 1000 and the minimum payable price per share shall be NOK 0.1.
(iii) Acquisition and sale of treasury shares may take place as considered suitable by the Board, but not by subscription of treasury shares.
(iv) The authorisation is valid until the annual general meeting in 2026, however no longer than until 30 June 2026.
(v) From the time of registration in the Norwegian Register of Business Enterprises, this authorisation replaces the previous authorisation to acquire shares in the Company aggregate nominal value of up to NOK 264.846, given to the board of directors at the annual general meeting held on 22 May 2024.
The Meeting: The general meeting will be held as a physical meeting, cf. section 5-8 (3), cf. § 1-5a of the Norwegian Public Limited Liability Companies Act, at Kjelleveien 21A, 3125 Tønsberg, Norway.
Registration and participation: Only those who are shareholders in the Company five (5) business days prior to the general meeting, i.e. on 14 May 2025 (the "Record Date"), are entitled to attend and vote at the general meeting, cf. Section 5-2 of the Norwegian Public Limited Act. A shareholder who wishes to attend and vote at the general meeting must be registered in the shareholders' register (Euronext Securities Oslo ("VPS")) at the Record Date or have reported and documented an acquisition as per the Record Date. Shares that are acquired after the Record Date do not entitle the holder to attend and vote at the general meeting.
In accordance with the third paragraph of section 8 of the Company's articles of association, the board of directors has decided to set a deadline for registration, which expires two (2) days before the general meeting. All shareholders who intend to attend the digital general meeting must register their attendance no later than 19 May 2025 at 16:00 hours (CEST). Attendance can be registered by completing and submitting the registration form or proxy form attached to this notice as Appendix 1 in accordance with the instructions set out therein. The form may be sent by mail to poLight ASA, at Kjelleveien 21, 3125 Tønsberg, Norway or by e-mail to [email protected].
Proxy: Shareholders who cannot attend the general meeting in person may complete and submit the proxy form attached to this notice as Appendix 1, with or without voting instructions, in accordance with the instructions set out theirein. Shareholders may authorise the chair of the board of directors (or whomever she authorises) or another person to vote for its shares. If the shareholder sends the proxy form without naming the proxy holder, the proxy will be deemed to be given to the chair of the board of directors or a person authorised by her. In accordance with the deadline for registration decided by the board of directors pursuant to the third paragraph of section 8 of the Company's articles of association, the proxy form is asked to be received by the Company no later than 19 May 2025 at 16:00 hours (CEST). The proxy must be in writing, dated, signed and timely submitted. The proxy form may be sent by mail to poLight ASA, Kjelleveien 21, 3125 Tønsberg, Norway, or by e-mail to [email protected].
Nominee registered shares: If shares are held through a nominee/custodian in the VPS register, cf. Section 4-10 of the Norwegian Public Limited Liability Companies Act, this notice will in accordance with Section 1-8 of the Norwegian Public Limited Liability Companies Act, be sent to the custodian, who shall pass on the notice to the beneficial owner. Shareholders who own shares through custodians must communicate with their custodians, who are responsible for conveying registrations (either by the beneficial owner itself or by proxy) to the Company. Custodians must in accordance with Section 5-3 of the Norwegian Public Limited Liability Companies Act notify the Company of this no later than two (2) business days prior to the general meeting (i.e. 19 May 2025). Attendance is registered by completing and submitting the registration form attached as Appendix 1 to this notice. The shareholder will not be permitted access in the event of a registration, or receipt of registration, after the deadline. It is not a requirement to have shares transferred to a securities account in the name of the beneficial owner in order to have voting rights at the general meeting.
Other information: There are 129,621,605 shares in the Company, and each share represents one vote. As of the date of this notice, the Company holds no shares in treasury.
Decisions on voting rights for shareholders and representatives are made by the person opening the meeting, whose decision may be reversed by the general meeting by a majority vote.
A shareholder may make proposals for resolutions with respect to matters on the agenda and may require that members of the board of directors and the chief executive officer at the general meeting provide available information about matters which may affect the assessment of (i) matters that are presented to the shareholders for decision and (ii) the Company's financial situation, including operations in other companies the Company participates in, and other matters to be discussed at the general meeting, unless the requested information cannot be disclosed without causing disproportionate damage to the Company. Shareholders are entitled to bring advisors and may grant the right of speech to one advisor.
Information about the general meeting and documents to be considered by the general meeting or incorporated in the notice is made available on the Company's website, including the appendices to this notice and the Company's articles of association, in accordance with the last paragraph of section 8 of the articles of association cf. the Norwegian Public Limited Liability Companies Act section 5-11 a. Documents relating to matters to be considered by the general meeting may be sent free of charge to the shareholders upon request to the Company.
The address to the Company's website is: https://www.polight.com.
29 April 2025 on behalf the board of directors of poLight ASA
Grethe Helene Viksaas, chair of the board of directors (sign.)
* * *
Appendices 1. Attendance and proxy form
poLight encourages all shareholders to register for electronic receipt of the notice of the general meeting. This can be done through VPS Investor Services either through online banking or www.euronextvps.no. Electronic registration helps to save the environment and reduce the Company's costs.
Shareholders who wish to attend the annual general meeting of poLight ASA to be held on 21 May 2025 in person or by a proxy are requested to complete and return this notice of attendance by email (unsecured unless secured by sender) to [email protected] or by post to poLight ASA at Kjelleveien 21A, 3125 Tønsberg, Norway.
The form shall be received by the Company no later than 19 May 2025 at 16:00 hours (CEST).
The undersigned wishes to attend the annual general meeting of poLight ASA on 21 May 2025. The registration form must be signed by a person of legal age. If the shareholder is a legal entity, please attach the shareholder's certificate of registration and power of attorney, if applicable. Furthermore, the undersigned shareholder is authorised to attend and vote at the annual general meeting on behalf of the below listed shareholder(s) in accordance with the enclosed/separately returned power(s) of attorney/proxy form(s):
| Name of shareholder: | Shares (number): | |||||||
|---|---|---|---|---|---|---|---|---|
| ________ ________ |
________ ________ |
|||||||
| ___________ | ___________ | |||||||
| The | shareholder's | name | and | address: | ||||
| If the shareholder is an entity, please also state the name of the individual who will be representing such entity |
(Please use capital letters) | __________ | ||||||
| ______ _____ |
______ _____ |
______ ___ |
||||||
| Date | Place | Shareholder's signature (Dersom aksjeeier er et |
selskap, skal signatur være i henhold til firmaattest) If you are unable to meet yourself, you may give proxy to another person who will participate in your place or to the chair of the board of directors, Grethe Viksaas, or a person authorised by her. Proxy forms for granting of proxy without or with voting instructions, respectively, are attached.
Shareholder who has sent the registration form above, and who wishes to authorise another person to act on his or her behalf at the annual general meeting in poLight ASA on 21 May 2025, must complete and sign this proxy form, and return it by e-mail (unsecured unless secured by sender) to [email protected] or by post to poLight ASA, Kjelleveien 21A, 3125 Tønsberg, Norway
If the proxy form is submitted without stating the name of the proxy holder, the proxy will be deemed to have been given to the chair of the board of directors, or an individual appointed by her. This proxy form concerns proxy without voting instructions. If you want to grant proxy with voting instructions, please see the next proxy form.
The proxy must be received by poLight ASA no later than 19 May 2025 at 16:00 hours (CEST).
hereby grants (tick one of the two)
the chairperson of the board of directors (or a person authorised by her), or
_____________________________________ (name of proxy holder in capital letters)
proxy to attend and vote for my/our shares at the annual general meeting of poLight ASA on 21 May 2025 at 12:30.
Shareholders name and address (Please use capital letters):_________________________________________________________________________
_________________________ _________________________ _________________________
Place Date Shareholder's signature (Only for granting proxy)
With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
Shareholder who has sent the registration form (reference is made to the previous page), and who wishes to authorise another person to act on his or her behalf at the annual general meeting in poLight ASA on 21 May 2025, must complete and sign this proxy form, and return it by e-mail (unsecured unless secured by sender) to [email protected] or by post to poLight ASA, Kjelleveien 21A, 3125 Tønsberg, Norway.
If the proxy form is submitted without stating the name of the proxy holder, the proxy will be deemed to have been given to the chair of the board of directors, or an individual appointed by her. This proxy form concerns proxy with voting instructions. The voting shall be conducted in accordance with the instructions below.
The proxy must be received by poLight ASA no later than 19 May 2025 at 16:00 hours (CEST).
hereby grants (tick one of the two)

the chairperson of the board of directors (or a person authorised by her), or
proxy to attend and vote for my/our shares at the annual general meeting of poLight ASA on 21 May 2025 at 12:30.
You must indicate how the proxy should vote by specifying on each agenda item how the proxy should vote by marking "X" in the boxes "For," "Against," or "Abstain" in the table below. If the sections for voting are left blank, this will be considered an instruction to vote in accordance with the board of director's proposal. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the notice, the proxy holder may vote at his/her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may refrain from voting. I/we instruct the proxy to vote as follows:
| Agenda for the annual general meeting on 21 May 2025 | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | Election of a chairperson of the meeting | |||
| 2. | Election of a person to co-sign the minutes | |||
| 3. | Approval of the notice and agenda | |||
| 4. | Approval of the annual accounts and the annual report for 2024 | |||
| 5. | Approval of the auditor's fee for 2024 | |||
| 6. | Amendments to the articles of association | No voting | ||
| 6.1 | § 2 – Registered office | |||
| 6.2 | § 5 – The board of directors | |||
| 6.3 | § 7 – Nomination Committe | |||
| 6.4 | § 8 – General meeting | |||
| 7. | Amendments to the board of directors | No voting | ||
| 7.1 | Grethe Helene Viksaas (chair) | |||
| 7.2 | Marianne Bøe – board member | |||
| 7.3 | Sven Tore Larsen - board member | |||
| 7.4 | Jean-Christophe Yves Eloy - board member | |||
| 7.5 | Cathrine Wiig Ore - board member | |||
| 7.6 | Changhui (Chris) Liu (subject to completion of the Private Placement) - board member | |||
| 7.7 | Yungpang (Louis) So (subject to completion of the Private Placement) - board member | |||
| 8. | Election of members to the nomination committee | No voting | ||
| 8.1 | Jan-Erik Hæreid (chair) | |||
| 8.2 | Anne E. H. Worsøe (member) | |||
| 8.3 | Egil Garberg (member) | |||
| 9. | Approval of remuneration to the members of the board of directors, the audit and sustainability committee and the remuneration committee |
No voting | ||
| 9.1 | Approval of remuneration to the members of the board of directors | |||
| 9.2 | Approval of extraordinary remuneration to the chair of the board of directors | |||
| 9.3 | Approval of remuneration to the members of audit and sustainability committee | |||
| 9.4 | Approval of remuneration to the members of the remuneration committee | |||
| 10. | Approval of remuneration to the members of the nomination committee | |||
| 11. | Advisory vote of report on salary and other remuneration to leading personnel | |||
| 12. | The board of directors' report on corporate governance | No voting | ||
| 13. | Share capital increase related to the private placement | |||
| 14. | Board authorisation to increase the share capital by the subsequent offering | |||
| 15. | Board authorisation to increase the company's share capital related to the share option program | |||
| 16. | General board authorisation to increase the share capital | |||
| 17. | Board authorisation to acquire treasury shares | |||
| Shareholders name and address (Please use capital letters):_____________ |
_________________________ _________________________ _________________________
With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's Certificate of Registration must be attached to the proxy
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