Polight ASA

Remuneration Information • Apr 24, 2024

poLight ASA Remuneration Report

For executive personnel

2023

Contents
Introduction and background 3
Key developments in 2023 3
Remuneration of the Board of Directors……………………………………………………………………………………………………….4
Remuneration of the Executive Management…………………………………………………………………………………………….5
Consideration at the annual general meeting 13

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 2023, pursuant to the Company'sremuneration policy as approved by the Company's general meeting on 14 September 2023. 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 2023

poLight ASA was founded in 2005 and is publicly traded on the Oslo Stock Exchange (OSE: PLT). The company 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, USA, UK and the Philippines.

Overall progress in 2023 has been encouraging. poLight´s TLens® was at the date of reporting Q4-2023 being used in 18 products,representing both consumer and professional applications, and confirming the versatility and market potential of poLight's unique technology. There was a high level of customer engagement in various segments throughout the year, which has led to design-wins in strategically important market segments.

2023 became the year poLight captured its first design-win in the smartphone area. Even though further design-wins have yet to materialise, this proves that we can make it in this market segment, we can deliver, and our quality and performance have been confirmed. This is a very important reference for our continued exploration of this market segment going forward. To prepare for future design-wins, we have launched

several initiatives to facilitate integration of TLens® in compact camera modules and be applicable within the back-camera structure as well.

poLight has started to build a strong platform in the AR/MR market, and are already used in three commercially available products. AR/MR will be a key market for poLight going forward. There seems to be a good match between market need and the properties of the TLens®, and potentially also the TWedge® at a later stage. Volumes for the AR/MR design-win cases the company is involved in are still low, since they are focused for the enterprise market. poLight has several consumer-related activities ongoing with various market players, there is therefore a good potential to grow the business within this area over time.

focused for the enterprise market. poLight has several consumer-related activities ongoing with various
market players, there is therefore a good potential to grow the business within this area over time.
Corporate actions/events during 2023	Date
Follow-on purchase order received for an Augmented Reality (AR) case	19.12.2023
purchase order received related to Mini2p application New Design-Win and Initial Mass Production Purchase Order Received for High End	07.12.2023
Mixed Reality Head-Mounted Device Follow-on mass production order from an Augmented Reality customer	22.11.2023
poLight has been awarded a follow-on order from a Machine Vision/code scanner
customer in China
Purchase order received related to Mini2p application Extraordinary General Meeting – Guidelines remuneration leading personnel	25.09.2023 14.09.2023
Meizu today announced availability dates of their new flagship smartphone Meizu 20 Infinity using TLens®
Share capital increase registered - raising gross proceeds of NOK 135 million in a Rights
Issue
LLVISION confirm release of enterprise augmented reality (AR) glasses using TLens®	04.04.2023
Customer announcement of release of a new flagship smartphone using TLens®	30.03.2023

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 also receive fixed annual fees for their work on committees.

Remuneration members of the board

(in NOK 000)	2023	2022
Grethe Viksaas - chair of the board 1)		500 338
Ann-Tove Kongsnes 2)		258 325
Svenn Tore Larsen		258 250
Juha Alakarhu 3)		125 250
Thomas Görling		258 250

1) Chair of the board from May 25, 2022

2) Chair of the board to May 25, 2022

3) Member to May 24, 2023

Remuneration of the audit and sustainability committee

Remuneration of the audit and sustainability committee
(in NOK 000)	2023	2022

Remuneration of the remuneration committee

Remuneration of the remuneration committee
(in NOK 000)	2023	2022
Ann-Tove Kongsnes		38

The Company has not provided share-based remuneration to the Board members during 2023.

			The table below shows the change of the Board members' total fees for the years 2019 until 2023.
		2023 vs. 2022		2022 vs. 2021		2021 vs. 2020		2020 vs. 2019
Name Grethe Helene Viksaas1)	(in NOK 000) 255	% 75 %	(in NOK 000) 126	% 59 %	(in NOK 000) 38	% 11 %	(in NOK 000) -88	% -33 %
Ann-Tove Kongsnes2)	28	8 %	38	13 %	113	64 %	-88	-17 %
Juha Alakarhu3)	-125	-50 %	38	18 %	38	21 %	88	100 %
Sven Tore Larsen4)	8	3 %	38	18 %	38	21 %	88	100 %

The table below shows the change of the Board members' total fees for the years 2019 until 2023.

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 and resigned May 2023

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 2023 complied with the guidelines on remuneration adopted by the Ordinary General Meeting in May 2021 and the updated guidelines adopted by the Extraordinary General Meeting in September 2023. 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: 155,183 Options: 2,083,746

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: 6,992 Options: 410,615

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: 16,650 Options: 458,615

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: 21,096 Options: 351,115

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 isset annually, considering a range of factorsincluding; (i) the individual'sskills, 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

For the period up to closing 2023 the CEO was entitled to an annual bonus, which was capped up to 50% of his annual fixed salary. Other members of the Executive Management Team were entitled to an annual bonus of up to 30% of their annual fixed salary. With effect from January 2024 the cap was changed to 80% for the CEO and 40% for the rest of the Executive Management Team. Bonus payments are as main principle 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 givesthe 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.

Exercise of the options are subject to the options being vested. The options will normally either; (i) 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, or (ii) vest over a period of 3 years, where no options have been vested until the expiry of the whole vesting period. Vesting is conditional on the employee's continued employment in poLight. The Board may decide another vesting scheme, including a shorter vesting period, for individual grants ofshare options, when this is deemed to be in the interest of the company.

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 within the latest exercise date (normally 5 years from the effective date) shall generally lapse automatically at such date. However, if the Board of Directors has resolved not to open an exercise window following release of a quarterly report or if an option holder has been subject to lock-up arrangements during the term of the share options, the Board of Directors may, at its sole discretion, decide to extend the term of the share options for up to a period corresponding to the exercise windows that were not opened and/ or the length of the lock-up arrangements.

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					variable
									Excl.	Incl.		rem. (Incl.
		Fixed				Share			share	share		share
		rem.	Fees	Benefits	Bonus	options 1)			options	options		options)
Øyvind Isaksen - CEO	2023	3 437		400	1 331	1 919		170	5 338	7 256		55 % 45 %
	2022	3 274		377	791	415		160	4 602	5 016		76 % 24 %
Pierre Craen - CTO 2) Alf Henning	2023 2022	2 413 2 075		0 0	351 474	398 111			0 2 764 0 2 549	3 162 2 660		76 % 24 % 78 % 22 %
	2023	1 398		19	185	460		161	1 764	2 223		71 % 29 %
Bekkevik - CFO Marianne	2022	1 363		18	35		0	152	1 569	1 569		98 % 2 %
	2023	1 785		83	236	476		190	2 294	2 770		74 % 26 %

Remuneration of the management

1) Fair value of the share options vested in 2023 are calculated using the Black-Scholes option pricing model at the date of the grant.

2) Pierre Craen has invoiced NOK 2,764 (2022: NOK 2,549) thousands of the 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. For 2023 and 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

Bonus payments	(1G=NOK 106,399) and 7.1G, and 8% of the salary between 7.1G and 12G was calculated.
				Actual compensation
		Relative		result (in NOK
Management Øyvind	Description of performance criteria and form of remuneration Product design win and confirmed MP ("Mass Production") PO	weighting	Achievment	000)
Isaksen - CEO	("Purchase Order") for a smartphone project	30 %		30 % 439
	Product design win and confirmed MP PO for each AR/VR project	20 %		20 % 308
	Achieving 2023 revenue figures	30 %		0 %
	Secure minimum NOK 100 million in new financing	40 %		40 % 585
	Total			90 % 1 331
	Discretionary bonus in case of extraordinary achievement/effort Total			1 331
Pierre Craen	Product design win and confirmed MP PO for each smartphone
- CTO	project	30 %		30 % 204
	Product design win and confirmed MP PO for each AR/VR project	20 %		20 % 146
	Achieving 2023 revenue figures	20 %		0 %
	Total			50 % 351
	Discretionary bonus in case of extraordinary achievement/effort Total			351
Alf Henning Bekkevik -	Product design win and confirmed MP PO for each smartphone project	30 %		30 % 109
CFO	Product design win and confirmed MP PO for each AR/VR project	20 %		20 %
	Achieving 2023 revenue figures	20 %		0 %
	Total	70 %		50 % 185
	Discretionary bonus in case of extraordinary achievement/effort
Marianne	Total Product design win and confirmed MP PO for each smartphone			185
Sandal - COO	project	30 %		30 % 138
	Product design win and confirmed MP PO for each AR/VR project	20 %		20 %
	Achieving 2023 revenue figures	20 %		0 %
	Total	70 %		50 % 236
	Discretionary bonus in case of extraordinary achievement/effort
	Total			236

The bonus payments are included in the basis for calculating of holiday pay.

Share option program

Share option program						Development during the year
									Granted and
		Date of	Exercise	Granted	Opening	Granted	Ending	Exerciable
Guarantee Øyvind Isaksen -	Grant date 18.10.2018	expiry 18.01.2026	price 10.00	options 812 101	balance 812 101	options	balance 812 101	options 812 101	options
CEO	20.06.2019	20.06.2024	3.78	157 215	157 215		157 215	157 215
	20.06.2019	20.06.2024	5.40	157 215	157 215		157 215	157 215
	20.06.2019	20.06.2024	6.75	157 215	157 215		157 215	157 215
	31.08.2020 31.08.2025 14.98			400 000	400 000		400 000	400 000
	01.09.2023	01.09.2028	12.15	400 000		400 000	400 000	44 444	355 556
		Total		2 083 746	1 683 746	400 000	2 083 746	1 728 190	355 556
Pierre Craen - CTO	18.10.2018	18.01.2025	10.00	200 000	152 000		152 000	152 000
	20.06.2019	20.06.2024	3.78	38 335		0		0	0
	20.06.2019	20.06.2024	5.40	38 335	12 780		12 780	12 780
	20.06.2019	20.06.2024	6.75	38 335	38 335		38 335	38 335
	31.08.2020	31.08.2025	14.98	107 500	107 500		107 500	107 500
Alf Henning Bekkevik - CFO	01.09.2023	01.09.2028	12.15	100 000		100 000	100 000	11 111	88 889
	18.10.2018	Total 18.01.2025	10.00	522 505 200 000	310 615 200 000	100 000	410 615 200 000	321 726 200 000	88 889
	20.06.2019	20.06.2024	3.78	38 335		0		0	0
	20.06.2019	20.06.2024	5.40	38 335	12 780		12 780	12 780
	20.06.2019	20.06.2024	6.75	38 335	38 335		38 335	38 335
	01.09.2023	01.09.2028	12.15	100 000		100 000	100 000	11 111	88 889
Marianne Sandal - COO		Total		415 005	251 115	100 000	351 115	262 226	88 889
	18.10.2018	18.01.2025	10.00	200 000	200 000		200 000	200 000
	20.06.2019	20.06.2024	3.78	38 335		0		0	0
	20.06.2019	20.06.2024	5.40	38 335	12 780		12 780	12 780
	20.06.2019	20.06.2024	6.75	38 335	38 335		38 335	38 335
	31.08.2020	31.08.2025	14.98	107 500	107 500		107 500	107 500
	01.09.2023	01.09.2028	12.15	100 000		100 000	100 000	11 111	88 889
		Total		522 505	358 615	100 000	458 615	369 726	88 889

The executive management did not exercise share options in 2023.

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.

The terms of the share options imply that exercise windows for exercising the stock options shall be opened, normally each quarter after the presentation of quarterly reports. Throughout the term of these options, the Board has on several occasions not been able to open such exercise windows. The Board therefore extended the term of previously granted options for a period equivalent to the period of exercise windows that have not been opened, or subject to lock-up arrangements. The share options issued in 2018 originally expired in October 2023, but was extended by board resolution in August 2023 with 9 months for all share option holders. Additional 6 months extension applied for the share options held by CTO, COO and CFO and additional 18 months extension applied for the share options held by CEO.

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 2019–2023

(in NOK 000)

	Remuneration and company results 2019–2023
(in NOK 000)
Management	Remuneration	2019	2020	2021	2022	2023
Øyvind Isaksen -	Total remuneration excl. share options	3 132	4 403	4 450	4 602	5 338
CEO	Share options	2 232	1 727	1 203		415 1 919
	Total remuneration incl. share options	5 364	6 130	5 653	5 016	7 256
	Percentage change in total remuneration excl. share options	-8.3 %	40.6 %	1.1 %	3.4 %	16.0 %
Pierre Craen - CTO	Total remuneration excl. share options	1 760	2 274	2 426	2 549	2 764
	Share options	385	342	321		111 398
	Total remuneration incl. share options Percentage change in total	2 145	2 617	2 747	2 660	3 162
	remuneration excl. share options	5.7 %	29.2 %	6.7 %	5.0 %	8.5 %
Alf Henning Bekkevik - CFO	Total remuneration excl. share options	1 389	1 671	1 634	1 569	1 764
	Share options Total remuneration incl. share options	439 1 828	232 1 903	1 661	27 1 569	0 460 2 223
	Percentage change in total
Marianne Sandal - COO	remuneration excl. share options	-5.3 %	20.3 %	-2.2 %	-4.0 %	12.4 %
	Total remuneration excl. share options	1 580	1 995	2 033	2 326	2 294
	Share options Total remuneration incl. share options	463 2 043	330 2 325	321 2 354	2 438	111 476 2 770
	Percentage change in total remuneration excl. share options	10.6 %	26.3 %	1.9 %	14.4 %	-1.4 %
Total	Total remuneration excl. share options	7 861	10 343	10 544	11 045	12 160
	Share options	3 519	2 631	1 872		638 3 252
	Total remuneration incl. share options	11 380	12 974	12 416	11 683	15 412
	Percentage change in total remuneration excl. share options	-1.5 %	31.6 %	1.9 %	4.8 %	10.1 %
poLight's results		2 988	3 019	10 032	13 363	22 511
	Revenue	187.9 %	1.0 %	232.3 %	33.2 %	68.5 %
	Profit/loss(-) of the year	-77 864	-51 155	-53 481	-67 886	-85 489
		0.9 %	-34.3 %	4.5 %	26.9 %	25.9 %
	Equity	128 378	128 840	213 409	150 692	199 541
		-36.3 %	0.4 %	65.6 %	-29.4 %	32.4 %
Average remuneration	poLight ASA (Norway)	1 212	1 570	1 555	1 489	1 811
		7.5 %	29.5 %	-0.9 %	-4.3 %	21.6 %
	poLight Group	1 111	1 415	1 341	1 310	1 593

CONSIDERATION AT THE ANNUAL GENERAL MEETING

This report will be presented to the Company's annual general meeting, to be held on 22 May 2024, and will be subject to an advisory vote at such general meeting.

poLight ASA Horten, 24 April 2024

Grethe Viksaas (sign) Chair, Independent

Thomas Görling (sign) Board member, Independent Svenn-Tore Larsen (sign) Board member, Independent

Jean-Christophe Eloy (sign) Board member, Independent Marianne Bøe (sign) Board member, Independent Dr Øyvind Isaksen (sign) Chief Executive Officer

INDEPENDENT AUDITOR'S REPORT

	Offices in:
10 KPMG AS, a Norwegian Introdulabliky company and a member firm of the KPMG global organization of independent member . Osio firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Statsautoriserte revisorer - mediemmer av Den norske Revisorforening	AJ129 Arendal Baragn Boda	Elverum Finnsnes Hamar Haugesund Stavanger Knarvik	Mo Rana Molde Sandeljord Stord	Tromso Trandheim Tynsel Ulsteinvik Alasund
	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	Concession an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an a

CONTACT DETAILS

Investor relations contacts:

Homepage www.polight.com HQ address Innlaget 5, 3185 Skoppum, Norway

Øyvind Isaksen CEO +47 90876398, oyvind.isaksen@polight.com Alf Henning Bekkevik +47 91630514, alf.henning.bekkevik@polight.com

Page 16

Remuneration Report 2023

poLight ASA Innlaget 5 NO-3185 Skoppum, Norway E-mail: info@polight.com