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Polight ASA

Board/Management Information Apr 24, 2024

3717_rns_2024-04-24_97b6831f-9e82-4adc-9c40-fa16638c2f03.pdf

Board/Management Information

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RECOMMENDATIONS BY THE NOMINATION COMMITTEE OF POLIGHT ASA TO THE ORDINARY GENERAL MEETING TO BE HELD ON 22 MAY 2024

The Nomination Committee of poLight ASA (the "Company") currently consists of Jan-Erik Hæreid (chair), Anne E. H. Worsøe and Egil Garberg. Contact details for the Nomination Committee can be found on the Company's website. The guidelines for the Nomination Committee are set out in the Company's Corporate Governance Policy.

The Nomination Committee is responsible for recommending candidates for the election of members and chair to the Board of Directors (the "Board"), and for making recommendations for remuneration to the members of the Board of Directors (including sub-committees), as well asrecommending membersto the Nomination Committee. The Nomination Committee's recommendations and proposals to the ordinary general meeting 2025 are outlined herein.

1 Election of Board members

An extraordinary general meeting was held in January 2024 where Jean-Christophe Eloy and Marianne Bøe joined the Board. None of the board members is up for election.

The Board consist of the following persons:

  • Grethe Viksaas, chair of the Board of Directors with an election period up to the ordinary general meeting in 2025
  • Svenn-Tore Larsen, board member with an election period up to the ordinary general meeting in 2025
  • Thomas Görling, board member with an election period up to the ordinary general meeting in 2025
  • Jean-Christophe Eloy, board member with an election period up to the ordinary general meeting in 2025
  • Marianne Bøe, board member with an election period up to the ordinary general meeting in 2025

2 Remuneration to Board members

The Nomination Committee proposes that the shareholder elected members of the Board for the period up to the ordinary general meeting in 2025 are entitled to a remuneration, paid in advance each quarter, in accordance with the following:

  • Chair of the Board: NOK 500,000 p.a.
  • Other Board members: NOK 275,000 p.a.

The Nomination Committee also proposes that the chair of the Board is paid an additional one-off remuneration of NOK 50,000 for the period from the ordinary general meeting in 2023 to the ordinary general meeting in 2024, and that such remuneration shall be paid in June 2024. This additional remuneration is a reflection of an extraordinary high workload during the last 12 months, amongst others in connection with the capital raising process.

The Nomination Committee proposes that the chair and the member(s) of the Audit and Sustainability Committee are entitled to a remuneration of NOK 40,000 p.a. and NOK 30,000 p.a., respectively. For the period up to the ordinary general meeting in 2025, such remuneration shall be paid in advance each quarter.

The Nomination Committee proposes that the chair and member(s) of the Remuneration Committee are entitled to a remuneration of NOK 40,000 p.a. and NOK 30,000 p.a. For the period up to the ordinary general meeting in 2025, such remuneration shall be paid in advance each quarter.

The proposed remuneration is, in the opinion of the Nomination Committee, in-line with the levels of comparable listed companies in Norway and represents a competitive level of remuneration considering responsibilities and workload.

3 Nomination Committee

An extraordinary general meeting was held in January 2024 where Egil Garberg joined the Committee. None of the members is up for election.

The members of the Nomination Committee consist of the following persons:

  • Jan-Erik Hæreid, chair and member with an election period up to the ordinary general meeting in 2025
  • Anne E. H. Worsøe, member with an election period up to the ordinary general meeting in 2025
  • Egil Garberg, member with an election period up to the ordinary general meeting in 2025

It is proposed that the members of the Nomination Committee for the period up to the ordinary general meeting in 2025 are entitled to a remuneration, paid in advance each quarter, in accordance with the following:

  • Chair of the Nomination Committee: NOK 40,000 p.a.
  • Members of the Nomination Committee: NOK 30,000 p.a.

The Nomination Committee of poLight ASA

Jan-Erik Hæreid Anne E. H. Worsøe Egil Garberg

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