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Polight ASA

Board/Management Information Apr 29, 2025

3717_rns_2025-04-29_56ea2912-dbd7-4b68-adfd-d0f3eafc8eae.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 21 MAY 2025

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 as recommending members to the Nomination Committee. The Nomination Committee's recommendations and proposals to the ordinary general meeting 2025 are outlined herein.

1 Election of Board members

The current 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

All the board members are up for election. Further, as poLight announced on April 16, the Company has entered into a strategic investment agreement with Q Tech. The completion of the Private Placement is conditional upon the approval by the Company's general meeting for the share issuance to Q Tech and the appointment of Q Tech's nominated directors to poLight's Board of Directors.

The Nomination Committee therefore proposes to re-elect four of the existing board members, and to add one new board member in addition to two nominees from Q Tech. The Board proposed will consist of the following persons:

  • Grethe Viksaas, chair of the Board of Directors, reelected with an election period up to the ordinary general meeting in 2027 (independent)
  • Svenn-Tore Larsen, board member, reelected with an election period up to the ordinary general meeting in 2027 (independent)
  • Jean-Christophe Eloy, board member, with an election period up to the ordinary general meeting in 2027 (independent)
  • Marianne Bøe, board member with an election period up to the ordinary general meeting in 2027 (independent)
  • Cathrine Wiig Ore, new board member with an election period up to the ordinary general meeting in 2027 (independent).
  • Mr. Chang Hui (Chris) Liu, new board member with an election period up to the ordinary general meeting in 2027 (representing Q Tech)
  • Mr. Yung Pang (Louis) So, new board member with an election period up to the ordinary general meeting in 2027 (representing Q Tech)

Details of the new board members proposed are enclosed.

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 2026 are entitled to a remuneration, paid in advance each quarter, in accordance with the following:

  • Chair of the Board: NOK 525,000 p.a.
  • Other Board members: NOK 290,000 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 2024 to the ordinary general meeting in 2025, and that such remuneration shall be paid in June 2025. This additional remuneration is a reflection of an extraordinary high workload during the last 12 months, amongst others in connection with the Q Tech 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 2026, 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 2026, 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

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

All of the members are up for election, and it is proposed that all the members are reelected for two years.

It is proposed that the members of the Nomination Committee for the period up to the ordinary general meeting in 2026 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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