Polight ASA — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

This document has been prepared in both Norwegian and English. In case of any discrepancy between the two versions, the Norwegian version shall prevail.

poLight

To the shareholders of poLight ASA (org.no. 988 862 703)

NOTICE OF ANNUAL GENERAL MEETING 20 May 2026

The board of directors of poLight ASA ("poLight" or the "Company") hereby convenes an annual general meeting.

Time: 20 May 2026 at 12.30 hours CEST
Place: Kjelleveien 21A, 3125 Tønsberg, Norway

Agenda:

1. Opening of the meeting by the Chair of the board of directors, and recording of participating and represented shareholders
2. Election of person to chair the meeting and person to co-sign the minutes

The board of directors proposes that the chair of the board of directors, Grethe Viksaas, is elected to chair the meeting.

1. Approval of notice and agenda
2. Approval of the annual accounts and annual report for the financial year 2025, including coverage of the year deficit

The Company's CEO informs on the business for 2025. The annual accounts and annual report for the financial year 2025, 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 2025 are approved. The Company's loss of NOK 118,838,000 is covered by a transfer from the share premium fund of NOK 103,615,000 and retained earnings of NOK 15,223,000."

1. Approval of remuneration to the Company's auditor

The fee to the Company's auditor, KPMG AS, for the financial year 2025 amounts to NOK 1,150,000 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 2025 totalling NOK 1,150,000."

1. Amendment to the board of directors

All board members are elected for a term until the annual general meeting in 2027. None of the directors of the board is thus up for election.

1. Election of members of the nomination committee

All members are elected for a term until the annual general meeting in 2027. None of the members of the nomination committee is thus up for election.

1. Approval of remuneration to the members of the board of directors, the audit and sustainability committee and the remuneration committee

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 2026 until the annual general meeting in 2027:

Chair of the board of directors: NOK 550,000
Board members: NOK 300,000

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 accordance with the nomination committee's proposals, the board of directors proposed that the general meeting adopts the following resolution:

8.1 The nomination committee's proposal for remuneration to the board of directors is approved.
8.2 The nomination committee's proposal for remuneration to the audit and sustainability committee is approved.
8.3 The nomination committee's proposal for remuneration to the remuneration committee is approved.

1. Approval of remuneration to the members of the nomination committee

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 2026 until the annual general meeting in 2027:

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."

1. Advisory vote of report on salary and other remuneration to leading personnel

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 2025."

1. Approval of guidelines on salary and other remuneration for leading persons

In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board has established guidelines for salaries and other remuneration for the Company's leading persons, which were last approved by the extraordinary general meeting 14th September 2023. The Board has now prepared updated guidelines to be presented for approval by the general meeting.

Given that the board proposes to extend the mutual notice period for the CEO from 3 to 6 months, the corresponding severance pay period is extended by 3 months, so that the CEO is consequently entitled to a total of 18 months' salary upon notice to resign from the company. In addition, the board has proposed principles of equal pay for equal work. On this basis, the board proposes that the general meeting adopt the following resolution:

"The general meeting approves the Company's updated guidelines on salary and other remuneration for the Company's leading persons."

1. The board of directors' report on corporate governance

Pursuant to Section 5-6 fifth paragraph of the Norwegian Public Limited Liability Companies Act, the annual general meeting shall consider 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 2025, made available Company's website https://www.polight.com.

The board of directors' report on corporate governance is not subject to a vote.

1. Board authorisation to increase the share capital related to the share option program

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 851,676.12, 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. 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 851,676.12.
(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 2027, but no longer than 30 June 2027.
(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 773,458.84, given to the board of directors at the annual general meeting held on 21 May 2025.
(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.

14. General board authorisation to increase the share capital

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 1,703,352.25, which constitutes up to 20% of the Company's share capital.

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 1,703,352.25. 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 2027, but no longer than 30 June 2027.
(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 1,546,917.72, given to the board of directors at the annual general meeting held 21 May 2025.
(vii) 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.

15. Board authorisation to acquire treasury shares

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 851,676.12 of the Company's share capital. The authorisation constitutes up to 10% of the Company's share capital.

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 851,676.12.
(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 2027, however no longer than until 30 June 2027.
(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 773,458.84, given to the board of directors at the annual general meeting held on 21 May 2025.

---

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 13 May 2026 (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 general meeting must register their attendance no later than 18 May 2026 at 16:00 hours (CEST). Attendance and voting, as well as proxies with or without voting instructions, can be registered digitally. An invitation will be sent by email to the email address registered in VPS. The date of dispatch will be seven (7) days after the notice is sent (i.e. May 5, 2026). Attendance can also be registered using the attendance and proxy form – send/contact by e-mail to Alf Henning Bekkevik alf.henning.bekkevik@polight.com.

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. 18 May 2026). Attendance is registered by completing and submitting the attendance and proxy 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 212,919,031 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.

28 April 2026

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.

poLight also encourages to register votes digitally. An invitation will be sent by email to the email address registered in VPS. The date of dispatch will be seven (7) days after the notice is sent (i.e. May 5, 2026).

Electronic registration helps to save the environment and reduce the costs.

---

Appendix 1 - Attendance- and proxy form to the annual general meeting in poLight ASA on 20 May 2026

ATTENDANCE FORM

Shareholders who wish to attend the annual general meeting of poLight ASA to be held on 20 May 2026 in person or by a proxy are requested to complete and return this notice of attendance by email (unsecured unless secured by sender) to aff.henning.bekkevik@polight.com or by post to poLight ASA at Kjelleveien 21A, 3125 Tønsberg, Norway.

The form shall be received by the Company no later than 18 May 2026 at 16:00 hours (CEST).

The undersigned wishes to attend the annual general meeting of poLight ASA on 20 May 2026. 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.

PROXY WITHOUT VOTING INSTRUCTIONS

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 20 May 2026, must complete and sign this proxy form, and return it by e-mail (unsecured unless secured by sender) to aff.henning.bekkevik@polight.com 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 18 May 2026 at 16:00 hours (CEST).

The Undersigned: _________

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 20 May 2026 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.

---

PROXY WITH VOTING INSTRUCTIONS

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 20 May 2026, must complete and sign this proxy form, and return it by e-mail (unsecured unless secured by sender) to elf.henning.bekkevik@polight.com 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 18 May 2026 at 16:00 hours (CEST).

The Undersigned: _________

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 20 May 2026 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 20 May 2026		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 2025	☐	☐	☐
5.	Approval of the auditor's fee for 2025	☐	☐	☐
6.	Amendments to the board of directors		No voting
7.	Election of members to the nomination committee		No voting
8.	Approval of remuneration to the members of the board of directors, the audit and sustainability committee and the remuneration committee		No voting
8.1	Approval of remuneration to the members of the board of directors	☐	☐	☐
8.2	Approval of remuneration to the members of audit and sustainability committee	☐	☐	☐
8.3	Approval of remuneration to the members of the remuneration committee	☐	☐	☐
9.	Approval of remuneration to the members of the nomination committee	☐	☐	☐
10.	Advisory vote of report on salary and other remuneration to leading personnel	☐	☐	☐
11.	Approval of guidelines on salary and other remuneration for leading persons	☐	☐	☐
12.	The board of directors' report on corporate governance	☐	☐	☐
13.	Board authorisation to increase the company's share capital related to the share option program	☐	☐	☐
14.	General board authorisation to increase the share capital	☐	☐	☐
15.	Board authorisation to acquire treasury shares	☐	☐	☐

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.