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Polight ASA

Remuneration Information Apr 29, 2025

3717_rns_2025-04-29_0e2e2e8c-f504-40f7-b716-729a3933fff7.pdf

Remuneration Information

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poLight ASA Remuneration Report

For executive personnel

2024

Contents

Introduction and background
Key developments in 2024
Remuneration of the Board of Directors
Remuneration of the Executive Management
Consideration at the annual general meeting
Independent auditor's report
Contact details

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 regulations 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 2024, pursuant to the Company's remuneration policy as approved by the Company's general meeting on 14 September 2024. 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 2024

poLight ASA was founded in 2005 and is publicly traded on the Oslo Stock Exchange (OSE: PLT). The company offers a patented, state-of-the-art tunable optics technology, leveraging its proprietary polymer and piezo MEMS technology. Its first product TLens® replicates "the human eye" experience in autofocus cameras used in applications such as AR/MR devices, smartphones, wearables, webcams and other consumer devices, industrial barcode scanners and machine vision systems, and healthcare applications. With over 160 granted patents, poLight's technology delivers extremely fast focus, small footprint, ultra-low power consumption, no magnetic interference, and constant field of view, enabling better imaging system performance and new user experiences compared to alternative technologies.

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 that uses MEMS foundry, assembly, and packaging services from wellestablished suppliers. poLight® is headquartered in Tønsberg, Norway, with employees in Finland, France, China, Taiwan, USA, UK, the Philippines and Japan.

Overall progress in 2024 was encouraging. At the close of the year, poLight´s TLens® was incorporated into 28 different 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. Nevertheless, the conversion of commercial wins into revenues was lower than the company would have liked.

poLight is actively engaged in several market areas. This includes consumer applications, such as smartphones, augmented/mixed reality (AR/MR), laptops, webcams, smartwatches and other accessories,

as well as a broad range of professional applications, such as enterprise AR/MR, barcode/machine vision and scientific-related products.

In addition, the automotive and healthcare markets are being monitored, although these are not currently given a high priority, as the need for autofocus is likely some years away. There are also other factors to consider, specifically relating to the need for a bigger aperture TLens® for the automotive market and a smaller TLens® related to the medical/endoscope market.

Corporate actions/events during 2024 Date
poLight TLens® confirmed to be used in two new handheld barcode products 08.10.2024
Follow-on purchase order received for a barcode product 07.08.2024
New purchase order received supporting the barcode scanning market 24.06.2024
Capital Markets Day 2024 05.06.2024
Share capital increase registered – raising net proceeds of NOK 124 million in a rights
issue
21.05.2024
Design-win with Vuzix Shield Industrial AR Smart Glasses 04.04.2024
PhenoSys now offers Turnkey Mini2P Systems with poLight ASA Tunable Optics 21.02.2024
Action Prowave Technology Co. Ltd. confirms release of two new barcode scanner
products using TLens®
02.02.2024
Extraordinary General Meeting – Board Election 15.02.2024

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 of members of the board

(in NOK 000) 2024 2023
Grethe Viksaas - chair of the board 538 500
Ann-Tove Kongsnes 1) 39 258
Svenn Tore Larsen 270 258
Thomas Görling 270 258
Jean-Christophe Eloy 2) 231 0
Marianne Bøe 2) 231 0
Juha Alakarhu 3) 0 125
Total Board of Directors 1 578 1 399

1) Member to January 15, 2024

2) Member from January 15, 2024

3) Member to May 24, 2023

Remuneration of the audit and sustainability committee

(in NOK 000) 2024 2023
Marianne Bøe - chair 1) 34 0
Ann-Tove Kongsnes - former chair 2) 6 57
Grethe Viksaas 30 48
Total 70 105

1) Chair from January 15, 2024

2) Chair to January 15, 2024

Remuneration of the remuneration committee

(in NOK 000) 2024 2023
Grethe Viksaas - chair 35 45
Ann-Tove Kongsnes 0 38
Thomas Görling 30 45
Total 65 128

The Company has not provided share-based remuneration to the Board members during 2024.

The table below shows the change of the Board members' total fees for the years 2021 until 2024.

2024 vs. 2023 2023 vs. 2022 2022 vs. 2021 2021 vs. 2020
Name (in NOK
000)
% (in NOK
000)
% (in NOK
000)
% (in NOK
000)
%
Grethe Viksaas1) 10 2 % 255 75 % 126 59 % 38 11 %
Ann-Tove Kongsnes2) -308 -87 % 28 8 % 38 13 % 113 64 %
Sven Tore Larsen3) 13 5 % 8 3 % 38 18 % 38 21 %
Thomas Görling4) -3 -1 % 52,5 21 % 125 N/A N/A N/A
Jean-Christophe Eloy5) 231 N/A N/A N/A N/A N/A N/A N/A
Marianne Bøe6) 265 N/A N/A N/A N/A N/A N/A N/A
Juha Alakarhu7) -125 -100 % -125 -50 % 38 18 % 38 21 %

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

2) Ann-Tove Kongsnes was appointed chair of the Board from May 2021 to May 2022 and resigned January 2024

  • 3) Sven Tore Larsen was appointed to the Board in May 2019
  • 4) Thomas Görling was appointed to the Board in May 2021
  • 5) Jean-Christophe Eloy was appointed to the Board in January 2024
  • 6) Marianne Bøe was appointed to the Board in January 2024
  • 7) Juha Alakarhu was appointed to the Board in May 2019 and resigned May 2023

REMUNERATION OF THE EXECUTIVE MANAGEMENT

The executive management's remuneration in 2024 complied with the revised guidelines on remuneration adopted by the Extraordinary General Meeting in September 2023. The guidelines on remuneration are available at the homepage www.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: 317,625 Options: 2,083,745

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: 16,992 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: 34,178 Options: 458,615

Joakim Hines Bredahl Chief Financial Officer

Joakim Hines Bredahl is a senior executive with background from various aspects of financing, through entrepreneurship, venture capital (Verdane Capital Advisors) and banking (Nordea). He has a BA (Hons) in Finance and Marketing from Strathclyde Business School.

Shares: 11,600 Options: 250,000

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

For the period up to closing 2024 the CEO was entitled to an annual bonus, which was capped up to 80% of his annual fixed salary. Other members of the Executive Management Team were entitled to an annual bonus of up to 40% of their annual fixed salary. Bonus payments are as main principle, based on the 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 is 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.

The share options are vested over 3 years, and exercisable with 1/12 each quarter over 3 years, starting at the date of grant. The company is liable for corporate taxes including National Insurance up to 20%.

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 of share options, when this is deemed to be in the interest of the company.

Exercisable share options may as a general rule, be exercised and shares issued once per quarter each following the release of poLight ASA'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 a notice period of three months. 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.

(in NOK 000)
Fixed remuneration Variable
remuneration
Extra
ordinary
items
Pension
expense
Total
remuneration
% of fixed
and
variable
Excl. Incl. rem. (Incl.
Fixed Share share share share
rem. Fees Benefits Bonus options1) options options options)
Øyvind Isaksen
- CEO
2024 3 741 355 814 2 334 138 5 048 7 382 57 % 43 %
2023 3 437 400 1 331 1 919 170 5 338 7 256 55 % 45 %
Pierre Craen - 2024 2 582 0 0 496 0 2 582 3 078 84 % 16 %
CTO2) 2023 2 413 0 351 398 0 2 764 3 162 76 % 24 %
Alf Henning 2024 986 12 0 298 105 1 103 1 401 79 % 21 %
Bekkevik –
former CFO3)
2023 1 398 19 185 460 161 1 764 2 223 71 % 29 %
Marianne
Sandal - COO 2024 1 909 50 0 530 154 2 114 2 643 80 % 20 %
2023 1 785 83 236 476 190 2 294 2 770 74 % 26 %
Joakim Bredahl
- CFO4)
2024 550 8 0 233 9 567 800 71 % 29 %
2023

Remuneration of the management

  • 1) Fair value of the share options vested in 2024 are calculated using the Black-Scholes option pricing model at the date of the grant.
  • 2) Pierre Craen has invoiced NOK 2,582 (2023: NOK 2,764) thousands of the remuneration through Tilia-Blue SRL as a consultant, included in the above figure.
  • 3) Alf Henning Bekkevik served as CFO from 1 February 2016 to 1 September 2024 and now serves as VP Finance. The remuneration in the figure above reflects the remuneration as CFO.
  • 4) Joakim Bredahl served as CFO from 2 September 2024.

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 2023 and 2024, 7% of the salary between 0G (1G=NOK 124,028 per May 1, 2024) and 7.1G, and 15% of the salary between 7.1G and 12G was calculated.

Bonus payments

Bonus payments are payable at the point of time the trigger is confirmed and capped at 80% of the annual fixed salary for the CEO. Other members of the Executive Management Team were entitled to an annual bonus of up to 40% of their annual fixed salary.

Relative Achieve Actual
compensation
result (in NOK
Management Description of performance criteria and form of remuneration weighting ment 000)
Øyvind
Isaksen - CEO
Product design win and confirmed MP PO for each smartphone
project
30 % 0 % 0
Product design win, and confirmed MP PO for each AR/MR
project
15 % 0 % 0
Achieving revenue budget 2024 +50% 30 % 0 % 0
Secure a minimum of NOK 100 million in new financing 1 814
If the company is sold 100 % 0 % 0
Total 0 % 814
Discretionary bonus in case of extraordinary achievement/effort 0
Total 814
Pierre Craen
- CTO
Product design win and confirmed MP PO for each smartphone
project
30 % 0 % 0
Product design win, and confirmed MP PO for each AR/MR
project
20 % 0 % 0
Achieving revenue budget 2024 +50% 30 % 0 % 0
Total 0 % 0
Discretionary bonus in case of extraordinary achievement/effort 0
Total 0
Alf Henning
Bekkevik -
former CFO
Product design win and confirmed MP PO for each smartphone
project
30 % 0 % 0
Product design win, and confirmed MP PO for each AR/MR
project
20 % 0 % 0
Achieving revenue budget 2024 +50% 30 % 0 % 0
Total 0 % 0
Discretionary bonus in case of extraordinary achievement/effort 0
Total 0

1 0.7% of the secured amount, on the condition that the CEO invests his pro rata share in the capital increase

Management Description of performance criteria and form of remuneration Relative
weighting
Achieve
ment
Actual
compensation
result (in NOK
000)
Marianne
Sandal - COO
Product design win and confirmed MP PO for each smartphone
project
30 % 0 % 0
Product design win, and confirmed MP PO for each AR/MR
project
20 % 0 % 0
Achieving revenue budget 2024 +50% 30 % 0 % 0
Total 0 % 0
Discretionary bonus in case of extraordinary achievement/effort 0
Total 0
Joakim
Bredahl - CFO
Product design win and confirmed MP PO for each smartphone
project
30 % 0 % 0
Product design win, and confirmed MP PO for each AR/MR
project
20 % 0 % 0
Achieving revenue budget 2024 +50% 30 % 0 % 0
Total 0 % 0
Discretionary bonus in case of extraordinary achievement/effort 0
Total 0
Total 814

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

Share option program

Development during the year Granted
and
Guarantee Grant date Date of
expiry
Exercise
price
Granted
options
Opening
balance
Cancelled
options
Granted
options
Ending
balance
Exercisable
options
unvested
options
Øyvind Isaksen -
CEO
18.10.2018 18.01.2026 10.00 812 101 812 101 -812 101 0 0 0
20.06.2019 20.06.2025 3.78 157 215 157 215 157 215 157 215 0
20.06.2019 20.06.2024 5.40 157 215 157 215 -157 215 0 0 0
20.06.2019 20.06.2024 6.75 157 215 157 215 -157 215 0 0 0
31.08.2020 31.08.2025 14.98 400 000 400 000 -400 000 0 0 0
01.09.2023 01.09.2028 12.15 400 000 400 000 -400 000 0 0 0
14.06.2024 14.06.2029 3.20 1 926 530 0 0 1 926 530 1 926 530 321 088 1 605 441
Total 4 010 275 2 083 746 -1 926 531 1 926 530 2 083 745 478 303 1 605 441
Pierre Craen -
CTO
18.10.2018 18.01.2025 10.00 200 000 152 000 -152 000 0 0 0
20.06.2019 20.06.2024 5.40 38 335 12 780 -12 780 0 0 0
20.06.2019 20.06.2024 6.75 38 335 38 335 -38 335 0 0 0
31.08.2020 31.08.2025 14.98 107 500 107 500 -107 500 0 0 0
01.09.2023 01.09.2028 12.15 100 000 100 000 -100 000 0 0 0
14.06.2024 14.06.2029 3.20 410 615 0 0 410 615 410 615 68 435 342 180
Total 894 785 410 615 -410 615 410 615 410 615 68 435 342 180

Guarantee Grant date Date of
expiry
Exercise
price
Granted
options
Development during the year Exercisable
options
Granted
and
unvested
options
Alf Henning
Bekkevik -
18.10.2018 18.01.2025 10.00 200 000 200 000 -200 000 0 0 0
former CFO 20.06.2019 20.06.2024 5.40 38 335 12 780 -12 780 0 0 0
20.06.2019 20.06.2024 6.75 38 335 38 335 -38 335 0 0 0
01.09.2023 01.09.2028 12.15 100 000 100 000 -100 000 0 0 0
14.06.2024 14.06.2029 3.20 351 115 0 0 351 115 351 115 58 519 292 596
Total 727 785 351 115 -351 115 351 115 351 115 58 519 292 596
Marianne
Sandal - COO
18.10.2018 18.01.2025 10.00 200 000 200 000 -200 000 0 0 0
20.06.2019 20.06.2024 5.40 38 335 12 780 -12 780 0 0 0
20.06.2019 20.06.2024 6.75 38 335 38 335 -38 335 0 0 0
31.08.2020 31.08.2025 14.98 107 500 107 500 -107 500 0 0 0
01.09.2023 01.09.2028 12.15 100 000 100 000 -100 000 0 0 0
14.06.2024 14.06.2029 3.20 458 615 0 0 458 615 458 615 76 435 382 180
Total 942 785 458 615 -458 615 458 615 458 615 76 435 382 180
Joakim Bredahl -
CFO
14.06.2024 14.06.2029 3.20 250 000 0 0 250 000 250 000 41 667 208 333
Total 250 000 0 0 250 000 250 000 41 667 208 333
Total 6 825 630 3 304 091 -3 146 876 3 396 875 3 554 090 723 359 2 830 731

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 expiry date with one year for 157,215 share options issued in 2019 (held by the CEO), originally expired in June 2024. In addition, the board made a resolution to offer a replacement share option agreement (after cancellation) to all share option holders.

The executive management did not exercise share options in 2024.

Although the share options expire 5 years from the date of the grant, any vested options are required to be exercised no later than the first exercise window after an employee's last day of service with the company.

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 become immediately vested and exercisable.

Remuneration and company results 2020–2024

(in NOK 000)

Management Remuneration 2024
Øyvind Isaksen -
CEO
Total remuneration excl. share options 5 048
Share options 2 334
Total remuneration incl. share options 6 130 5 653 5 016 7 256 7 382
Percentage change in total
remuneration excl. share options -5.4 %
Pierre Craen - CTO Total remuneration excl. share options 2 582
Share options 496
Total remuneration incl. share options 3 078
Percentage change in total
Alf Henning remuneration excl. share options -6.6 %
Bekkevik - former Total remuneration excl. share options 1 103
CFO Share options 2020
2021
2022
2023
4 403
4 450
4 602
5 338
1 727
1 203
415
1 919
40.6 %
1.1 %
3.4 %
16.0 %
2 274
2 426
2 549
2 764
342
321
111
398
2 617
2 747
2 660
3 162
29.2 %
6.7 %
5.0 %
8.5 %
1 671
1 634
1 569
1 764
232
27
0
460
1 903
1 661
1 569
2 223
20.3 %
-2.2 %
-4.0 %
12.4 %
1 995
2 033
2 326
2 294
330
321
111
476
2 325
2 354
2 438
2 770
26.3 %
1.9 %
14.4 %
-1.4 %
10 343
10 544
11 045
12 160
2 631
1 872
638
3 252
12 974
12 416
11 683
15 412
31.6 %
1.9 %
4.8 %
10.1 %
3 019
10 032
13 363
22 511
1.0 %
232.3 %
33.2 %
68.5 %
-51 155
-53 481
-67 886
-85 489
-34.3 %
4.5 %
26.9 %
25.9 %
128 840
213 409
150 692
199 541
0.4 %
65.6 %
-29.4 %
32.4 %
298
Total remuneration incl. share options 1 401
Percentage change in total
remuneration excl. share options
-37.5 %
Marianne Sandal - Total remuneration excl. share options 2 114
COO Share options 530
Total remuneration incl. share options 2 643
Percentage change in total
remuneration excl. share options
-7.9 %
Joakim Bredahl - Total remuneration excl. share options 567
CFO Share options 233
Total remuneration incl. share options 800
Percentage change in total
remuneration excl. share options
Total Total remuneration excl. share options 11 413
Share options 3 891
Total remuneration incl. share options 15 304
Percentage change in total
remuneration excl. share options -6.1 %
poLight's results 9 624
Revenue -57.2 %
-101 785
Profit/loss(-) of the year 19.1 %
231 882
Equity 16.2 %
Average 1 570 1 555 1 489 1 811 1 643
remuneration poLight ASA (Norway) 29.5 % -0.9 % -4.3 % 21.6 % -9.3 %
1 415 1 341 1 310 1 593 1 508
poLight Group 27.4 % -5.2 % -2.3 % 21.6 % -5.3 %

CONSIDERATION AT THE ANNUAL GENERAL MEETING

This report will be presented to the Company's annual general meeting, to be held on 21 May 2025, and will be subject to an advisory vote at such general meeting.

poLight ASA Tønsberg, 29 April 2025

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

Remuneration Report 2024

Independent auditor's report

KPMG AS Dronning Eufemias gate 6A P.O. Box 7000 Majorstuen N-0306 Oslo

Telephone +47 45 40 40 63 Internet www.kpmg.no Enterprise 935 174 627 MVA

To the General Meeting of poLight ASA

Independent auditor's assurance report on report on salary and other remuneration to directors

Opinion

We have performed an assurance engagement to obtain reasonable assurance that polight ASA report on salary and other remuneration to directors (the remuneration report) for the financial vear ended 31 December 2024 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying requlation.

Board of directors' responsibilities

The board of directors is responsible for the preparation report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying requlation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.

Our Independence and Quality Management

We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants' Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We apply the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, and accordingly, maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor's responsibilities

Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 - "Assurance engagements other than audits or reviews of historical financial information".

We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of

COLLEGO IL
O KPMG AS, a Norwegian limited liability company and a member firm of the KPMG giptolial organization of incependent member - Oslo
firms affilished with KPMG international Limited, a private English company imited by guarantee. All rights reserved.
AJIA
Arendal
Elvorum
Finnsnes
Hamar
Mo I Rana
Molde
Sandeljord
Tromso
Trondheim
Tynsot
Statsautoriserte revisorer - medlemmer av Den norske Revisorforening Bargan
Boda
Dramman
Haugesund
Knarvik
Kristiansand Strauma
Stavanger
Stord
Ulsterwk
Alexand

KPMG

the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Oslo, 29 April 2025 KPMG

John Thomas Sørhaug State Authorised Public Accountant

CONTACT DETAILS

Investor relations contacts:

Homepage www.polight.com HQ address Kjelleveien 21A, 3125 Tønsberg, Norway

Dr Øyvind Isaksen CEO +47 90876398, [email protected]

Joakim Bredahl CFO +47 97521731, [email protected]

Remuneration Report 2024

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