Polight ASA

Remuneration Information • May 2, 2023

2022

Introduction and background 3
Key developments in 2022 3
Consideration at the annual general meeting 12
Independent auditor's report 13
Contact details 144

INTRODUCTION AND BACKGROUND

In accordance with Sections 6-16a and 6-16b of the Norwegian Public Limited Companies Act, the Board of poLight ASA has submitted this annual report of remuneration for executive personnel. Requirements are described in the regulation on guidelines and reporting of remuneration of executive personnel of 11 December 2021 no. 2730.

The purpose of the Report is to give an overview of paid and retained salary and other remuneration from the Company and its consolidated subsidiaries (jointly, the "Group") to the members of the Board and to executive personnel for 2022, pursuant to the Company's remuneration policy as approved by the Company's general meeting on 26 May 2021. The remuneration policy is available on the Company's website, and has been adopted with the following overall objectives:

• Support the purpose and sustainability of poLight
• Align the remuneration components with the interests of shareholders and other stakeholders relevant to the above
• Support delivery of poLight's strategic priorities; and
• Provide guidelines for establishing remuneration to the Executive Management Team that attract, retain and motivate employees with the skills, qualifications and experience needed to maximize value creation for the Company and its shareholders.

KEY DEVELOPMENTS IN 2022

poLight ASA was founded in 2005 and is a publicly traded company (OSE: PLT) that offers a patented, proprietary tunable optics technology, starting with its first product TLens®, which replicates "the human eye" experience in autofocus cameras in devices such as smartphones, augmented reality glasses, smartwatches, barcode scanners, machine vision systems and medical devices. poLight's TLens® enables better system performance and new user experiences due to differentiated advantages such as extremely fast focus, small size, ultra-low power consumption, no magnetic interference, no gravity sensitivity, and constant field of view.

poLight® has built a world-class team with expertise in optics, polymers, MEMS technology, imaging applications and camera systems. This team is establishing poLight® as the world leader in tunable optics. poLight® is a fabless company using MEMS foundry, assembly, and packaging services from well-established suppliers. poLight® is headquartered in Horten, Norway, with employees in Finland, France, China, Taiwan, US, UK and the Philippines.

The company's high activity levels are reflected in a growing opportunity pipeline. The company has been, and is still, using substantial resources to position itself for the smartphone market and recently announced a design-win and first mass production purchase order. This is an important milestone for the company. Smartphones undoubtedly currently represent the most important volume market. The announced project relates to a flagship smartphone, and will therefore be a low volume case, it nevertheless represents a key reference for the company in all market segments.

The augmented reality (AR) market continues to develop very positively for poLight. We are already being used in the latest Magic Leap and LLVision AR enterprise glasses. Further it has been confirmed that TLens® will be included in other enterprise AR glasses to be released in 2023. The company is also involved in projects aiming to develop AR glasses for the consumer market. Other market segments, such as the

industrial, medical and, in the longer term, automotive sectors, also represent significant business opportunities that will help to future-proof poLight.

Corporate actions/events during 2022	Date
Design-in award and PO received for samples for an augmented reality (AR) case	15.03.2022
Ex. date share split 1:5	30.05.2022
Capital Markets Day 2022	01.06.2022
Awarded another barcode design-win for industrial applications	07.06.2022
Proof-of-Concept Agreement with a top tier medical customer	27.06.2022
Follow-on order from an augmented reality (AR) customer	16.08.2022

REMUNERATION OF THE BOARD OF DIRECTORS

The Chairman and each member of the Board of Directors receives a fixed annual fee. In addition, the members of the Board's committees may also receive fixed annual fees for their work on committees.

Remuneration members of the board

(in NOK 000)	2022	2021
Grethe Viksaas - chair of the board 1)	338	213
Ann-Tove Kongsnes 2)	325	288
Svenn Tore Larsen	250	213
Juha Alakarhu	250	213
Thomas Görling 3)	250	125
Total Board of Directors	1 413	1 050

1) Chair of the board from May 25, 2022

2) Chair of the board to May 25, 2022

3) Member from May 26, 2021

The Company has not provided share-based remuneration to the Board members during 2022.

The table below shows the change of the Board members' total Board fees for the years 2017 until 2021.

	2022 vs. 2021		2021 vs. 2020		2020 vs. 2019		2019 vs. 2018
Name	(in NOK 000)	%	(in NOK 000)	%	(in NOK 000)	%	(in NOK 000)	%
Grethe Helene Viksaas1)	126	59 %	38	11 %	-87,5	-33 %	N/A	N/A
Ann-Tove Kongsnes2)	38	13 %	113	64 %	-87,5	-17 %	212,5	4,25
Juha Alakarhu3)	38	18 %	38	21 %	87,5	100 %	N/A	N/A
Sven Tore Larsen4)	38	18 %	38	21 %	87,5	100 %	N/A	N/A
Thomas Görling5)	125	100 %	N/A	N/A	N/A	N/A	N/A	N/A

1) Grethe Helene Viksaas was appointed chair of the Board in May 2022 and was appointed to the Board in May 2018

2) Ann-Tove Kongsnes was appointed chair of the Board for the period May 2021 to May 2022

3) Juha Alakarhu was appointed to the Board in May 2019

4) Sven Tore Larsen was appointed to the Board in May 2019

5) Thomas Görling was appointed to the Board in May 2021

At the Annual General Meeting in May 2019, a resolution was passed that changed the time for payment of remuneration from yearly payments in arrears to quarterly payments in advance, which led to a remuneration period of 18 months paid in 2019.

REMUNERATION OF THE EXECUTIVE MANAGEMENT

The executive management's remuneration in 2022 complied with the guidelines on remuneration adopted by the Ordinary General Meeting in May 2021. The guidelines on remuneration are included in the Notice of the general meeting available at poLight.com.

Management

Dr Øyvind Isaksen Chief Executive Officer

Dr Øyvind Isaksen has been CEO of poLight® since August 2014. He has previously held several CEO positions, most recently in the publicly listed company Q-Free ASA, which he left in January 2014, after 7 years as CEO. Dr Øyvind Isaksen holds a PhD in Applied Physics.

Shares: 124,280 Options: 1,683,746

Pierre Craen Chief Technology Officer

Pierre Craen has more than 20 years' experience in opto-mechanical systems engineering. Prior to joining poLight® , he managed product development teams at Varioptic, Barco and Motorola/Symbol. Mr Craen holds an MSc in Optical Engineering from Sup-Optic, as well as an MSc in Applied Physics.

Shares: 5,600 Options: 310,615

Marianne Sandal Chief Operating Officer

Marianne Sandal has more than 15 years' experience heading worldwide operations in Nera ASA (telecommunications) and Q-Free ASA (intelligent transportation systems). Ms Sandal holds a BSc in Mechanical Engineering, in addition to courses in economics and management from BI Norwegian School of Management.

Shares: 13,335 Options: 358,615

Alf Henning Bekkevik Chief Financial Officer

Alf Henning Bekkevik has a background from Arthur Andersen (E&Y), Wallendahl, Fjord Line, Grenland Group, and, most recently, as VP Finance for Wood Group Norway AS. He holds a master's degree in business & economics (Siviløkonom) from NHH, and is a certified public accountant.

Shares: 16,895 Options: 251,115

Overall objective and principles

The overall objective of the remuneration guidelines for the Executive Management Team is to offer senior executives employment conditions which are competitive when salary, benefits in kind, bonus and pension schemes are viewed as a whole.

The remuneration to members of the executive management consists of a fixed salary in combination with certain benefits in kind, an achievement-based bonus, in addition to participation in a share option scheme.

Fixed salary

The fixed salary is set annually, considering a range of factors including; (i) the individual's skills, performance and experience, (ii) increases for the broader workforce, (iii) external market data amongst peer companies, (iv) the size and responsibilities of the role, and (v) the geographical location of the role, internal relativity and external economic environment.

Benefits

The members of the Executive Management Team are entitled to complimentary phone, internet access at home and are included in the company insurance scheme. In addition, the Company covers individual insurance policies for the CEO, pays a cash compensation to the CEO for him not having a company car and a newspaper subscription.

Bonus payments

The CEO is entitled to an annual bonus, which is capped up to 50% of his annual fixed salary. Other members of the Executive Management Team are entitled to an annual bonus of up to 30% of their annual fixed salary. Any bonus payments are determined based on satisfaction of pre-defined achievement criteria.

In addition, the Board of Directors may grant discretionary bonuses following proposals from the Remuneration Committee.

Pension

poLight ASA, the Norwegian entity, is the only company in the group that has a defined contribution pension plan. The plan is in accordance with the mandatory requirements under Norwegian law.

The amount of Company paid pension contributions are set considering the wider workforce rate and market practice in each country.

Share option program

The Company has established a share option program for all of its employees and selected consultants. Each option gives the holder a conditional right to require issuance of one share in the Company at a defined strike price (corresponding to the market price, or higher, of the shares in the Company at the time the options were granted). The Company may, in its sole discretion, deliver existing shares to an option holder instead of newly issued shares. New share options are issued based on the board's discretion.

Exercise of the options are subject to the options being vested. The options vest in equal parts, with 1/36 each month over 3 years, at the expiry of each calendar month, starting at the date of the grant, and conditional on the employee's continued employment in poLight.

Vested options may be exercised, and shares issued once per quarter each following the release of poLight's quarterly reports. All vested options that have not been exercised lapse automatically on the 5-year anniversary of the grant of the options.

Severance payment

The employment agreement with the members of the executive management may be terminated by both parties with three months' notice period. If the CEO is given a notice to resign from the Company, the CEO will be entitled to nine months' severance payment in addition to salary in the notice period. The CEO is consequently entitled to 12 months of salary following a notice to resign from the Company. The right to severance payment does not apply if the CEO himself resigns, and deductions in severance payment may be made if other earned income or social security is received.

For other members of executive management, the Company shall, as a main guideline, not agree on severance payments, unless this is considered necessary to secure necessary expertise for the Company and otherwise is in accordance with the main principles of the Company's remuneration policy.

Remuneration of the management

(in NOK 000)

		Fixed remuneration		Variable		Extra	Pension	Total			% of fixed
		remuneration		ordinary	expense	remuneration		and
							items Excl. Incl.		variable
												rem. (Incl.
		Fixed			Share				share	share		share
		rem.	Fees	Benefits	options 1) Bonus				options	options		options)
Øyvind Isaksen	2022	3 274		377	791	415		160	4 602	5 016		76 % 24 %
- CEO	2021	3 157		533	667	1 203		93	4 450	5 653		67 % 33 %
Pierre Craen - CTO 2)	2022	2 075		0	474	111		0	2 549	2 660		78 % 22 %
	2021	2 120		0	292	321		15	2 426	2 747		78 % 22 %
Alf Henning Bekkevik - CFO	2022	1 363		18	35	0		152	1 569	1 569	98 %	2 %
	2021	1 352		17	175	27		89	1 634	1 661		88 % 12 %
Marianne Sandal - COO	2022	1 714		47	387	111		178	2 326	2 438		80 % 20 %
	2021	1 664		48	217	321		104	2 033	2 354		77 % 23 %

• 1) Fair value of the share options vested in 2022 are calculated using the Black-Scholes option pricing model at the date of the grant.
• 2) Pierre Craen has for the period 1.1.2022-31.12.2022 invoiced NOK 2,549 thousand of his remuneration through Tilia-Blue SRL as a consultant, included in the above figure.

The Company cannot demand repayment of variable remuneration unless obvious miscalculations or nonentitled payments have been made.

Pension

The pension scheme in Norway is based on a defined contribution plan, and the premium is calculated on the basis of the employees' income. In 2022 7% of the salary between 0G (1G=NOK 111,477) and 7.1G, and 15% of the salary between 7.1G and 12G was calculated. In 2021 5.55% of the salary between 1G (1G=NOK 106,399) and 7.1G, and 8% of the salary between 7.1G and 12G was calculated.

Bonus payments

		Relative		Actual compensation result (in NOK
Øyvind	Management Description of performance criteria and form of remuneration		weighting Achievment	000)
Isaksen - CEO	Product design win and confirmed PO for a smartphone project Product design win and confirmed PO for an AR/VR project, 10% per case	30 %	0 %	0
	(max 3)	30 %	0 %	0
	Product design win and confirmed PO for other than smartphone / AR, 10% per case (max 2)	20 %	10 %	136
	Achieving 2022 revenue figures	20 %	0 %	0
	Total	100 %	10 %	136
	Discretionary bonus in case of extraordinary achievement/effort			655
	Total			791
Pierre Craen - CTO	Product design win and confirmed PO for a smartphone project	30 %	0 %	0
	Product design win and confirmed PO for an AR/VR project, 10% per case (max 3)	30 %	0 %	0
	Product design win and confirmed PO for other than smartphone / AR,
	10% per case (max 2)	20 %	10 %	60
	Achieving 2022 revenue figures	20 %	0 %	0
	Total	100 %	10 %	60
	Discretionary bonus in case of extraordinary achievement/effort			414
	Total			474
Alf Henning	Product design win and confirmed PO for a smartphone project	30 %	0 %	0
Bekkevik - CFO	Product design win and confirmed PO for an AR/VR project, 10% per case (max 3)	30 %	0 %	0
	Product design win and confirmed PO for other than smartphone / AR, 10% per case (max 2)	20 %	10 %	35
	Achieving 2022 revenue figures	20 %	0 %	0
	Total	100 %	10 %	35
	Discretionary bonus in case of extraordinary achievement/effort			0
	Total			35
Marianne	Product design win and confirmed PO for a smartphone project	30 %	0 %	0
Sandal - COO	Product design win and confirmed PO for an AR/VR project, 10% per case
	(max 3) Product design win and confirmed PO for other than smartphone / AR,	30 %	0 %	0
	10% per case (max 2)	20 %	10 %	44
	Achieving 2022 revenue figures	20 %	0 %	0
	Total	100 %	10 %	44
	Discretionary bonus in case of extraordinary achievement/effort			343
	Total			387
Total				1 688

Share option program

				Development during the year
Guarantee	Grant date	Exercise price	Granted options	Opening balance	Exercised options	Granted options	Ending balance	Exerciable options	Granted and unvested options
Øyvind Isaksen - CEO	18.10.2018	10,00	812 101	812 101			812 101	812 101	0
	20.06.2019	3,78	157 215	157 215			157 215	157 215	0
	20.06.2019	5,40	157 215	157 215			157 215	157 215	0
	20.06.2019	6,75	157 215	157 215			157 215	157 215	0
	31.08.2020	14,98	400 000	400 000			400 000	322 222	77 778
	Total		1 683 746	1 683 746	0	0	1 683 746	1 605 968	77 778
Pierre Craen - CTO	18.10.2018	10,00	200 000	152 000			152 000	152 000	0
	20.06.2019	3,78	38 335	0			0	0	0
	20.06.2019	5,40	38 335	12 780			12 780	12 780	0
	20.06.2019	6,75	38 335	38 335			38 335	38 335	0
	31.08.2020	14,98	107 500	107 500			107 500	86 597	20 903
	Total		422 505	310 615	0	0	310 615	289 712	20 903
Alf Henning Bekkevik - CFO	18.10.2018	10,00	200 000	200 000			200 000	200 000	0
	20.06.2019	3,78	38 335	0			0	0	0
	20.06.2019	5,40	38 335	12 780			12 780	12 780	0
	20.06.2019	6,75	38 335	38 335			38 335	38 335	0
	Total		315 005	251 115	0	0	251 115	251 115	0
Marianne Sandal - COO	18.10.2018	10,00	200 000	200 000			200 000	200 000	0
	20.06.2019	3,78	38 335	0			0	0	0
	20.06.2019	5,40	38 335	12 780			12 780	12 780	0
	20.06.2019	6,75	38 335	38 335			38 335	38 335	0
	31.08.2020	14,98	107 500	107 500			107 500	86 597	20 903
	Total		422 505	358 615	0	0	358 615	337 712	20 903
Total		2 843 761	2 604 091	0	0	2 604 091	2 484 507	119 583

The share options expire 5 years from the date of the grant, but any vested options shall be exercised no later than 6 months after last day of service.

In the case of an offeror becoming the owner of at least 9/10 of the issued shares of poLight, all of the unvested share options becomes immediately vested and exercisable.

Remuneration and company results 2018–2022

(in NOK 000)

Management	Remuneration	2018	2019	2020	2021	2022
Øyvind Isaksen -	Total remuneration excl. share options	3 417	3 132	4 403	4 450	4 602
CEO	Share options	2 168	2 232	1 727	1 203	415
	Total remuneration incl. share options	5 585	5 364	6 130	5 653	5 016
	Percentage change in total remuneration excl. share options	46,3 %	-8,3 %	40,6 %	1,1 %	3,4 %
	Pierre Craen - CTO Total remuneration excl. share options	1 665	1 760	2 274	2 426	2 549
	Share options	372	385	342	321	111
	Total remuneration incl. share options	2 037	2 145	2 617	2 747	2 660
	Percentage change in total remuneration excl. share options	8,8 %	5,7 %	29,2 %	6,7 %	5,0 %
Alf Henning	Total remuneration excl. share options	1 467	1 389	1 671	1 634	1 569
Bekkevik - CFO	Share options	501	439	232	27	0
	Total remuneration incl. share options	1 968	1 828	1 903	1 661	1 569
	Percentage change in total remuneration excl. share options	14,3 %	-5,3 %	20,3 %	-2,2 %	-4,0 %
Marianne Sandal - COO	Total remuneration excl. share options	1 428	1 580	1 995	2 033	2 326
	Share options	505	463	330	321	111
	Total remuneration incl. share options	1 933	2 043	2 325	2 354	2 438
	Percentage change in total remuneration excl. share options	13,2 %	10,6 %	26,3 %	1,9 %	14,4 %
Total	Total remuneration excl. share options	7 977	7 861	10 343	10 544	11 045
	Share options	3 546	3 519	2 631	1 872	638
	Total remuneration incl. share options	11 523	11 380	12 974	12 416	11 683
	Percentage change in total remuneration excl. share options	24,4 %	-1,5 %	31,6 %	1,9 %	4,8 %
poLight's results	Revenue	1 038	2 988	3 019	10 032	13 363
		69,3 %	187,9 %	1,0 %	232,3 %	33,2 %
	Profit/loss(-) of the year	-77 165	-77 864	-51 155	-53 481	-67 886
		52,3 %	0,9 %	-34,3 %	6,6 %	26,9 %
	Equity	201 456	128 378	128 840	213 409	150 692
		34,3 %	-36,3 %	0,4 %	65,6 %	-29,4 %
Average remuneration	poLight ASA (Norway)	1 127	1 212	1 570	1 555	1 489
		1,8 %	7,5 %	29,5 %	-0,9 %	-4,3 %
	poLight Group	1 012	1 111	1 415	1 341	1 310
		1,3 %	9,8 %	27,4 %	-5,2 %	-2,3 %

CONSIDERATION AT THE ANNUAL GENERAL MEETING

This report will be presented to the Company's annual general meeting, to be held on 24 May 2023, and will be subject to an advisory vote at such general meeting.

poLight ASA Horten, 2 May 2023

Grethe Viksaas Chair, Independent

Ann-Tove Kongsnes Deputy chair

Thomas Görling Board member

Svenn-Tore Larsen Board member, Independent Juha Alakarhu Board member, Independent

INDEPENDENT AUDITOR'S REPORT

Section of Concession Comparison Comparison Compressional Construction Compressional Construction Compressional Construction Compressional Construction Comercial Construction
Oslo Alta Arendal Bergen Boda Drammen	Elvarum Finnsnes Hamar Haugesund Knarvk Kristiansand	Mo Rana Molde Sandelljord Stavanger Stord Straume	Tromso Trondheim Tynset Ulstairwik Alesund

CONTACT DETAILS

Investor relations contacts:

Homepage www.polight.com HQ address Innlaget 230, 3185 Skoppum, Norway

Øyvind Isaksen CEO +47 90876398, oyvind.isaksen@polight.com

Alf Henning Bekkevik +47 91630514, alf.henning.bekkevik@polight.com

Page 15

Remuneration Report 2022

poLight ASA Innlaget 230 NO-3185 Skoppum, Norway E-mail: info@polight.com