2023
poLight ASA
Annual Report
SHAPING THE TUNABLE
OPTICS FUTURE
Annual Report 2023
Page 2
Contents
This is poLight ................................................................................................................................................... 3
Message from the CEO ..................................................................................................................................... 6
Board of directors ............................................................................................................................................. 7
Management .................................................................................................................................................... 8
Investor information ......................................................................................................................................... 9
Board of directors’ report ............................................................................................................................... 12
Statement by the Board of Directors and the CEO ........................................................................................ 21
Environment, social and governance report (ESG) ......................................................................................... 22
Corporate governance report ......................................................................................................................... 26
Group financial statements ............................................................................................................................ 35
poLight ASA financial statements ................................................................................................................... 68
Independent auditor’s report ......................................................................................................................... 82
Contact details ................................................................................................................................................ 87
Annual Report 2023
Page 3
THIS IS POLIGHT
to the market for both consumer devices and professional applications. The lens replicates the lens of the
human eye, enabling new user experiences and easing the implementation of autofocus functions in various
applications.
Organisation
poLight has employees and long-term consultants in Norway , Finland, France, UK, US, China, Taiwan and the
Philippines. Since the company was founded in 2005, it has acquired world-class expertise in optics, polymers
and MEMS technology. The poLight team comprises highly skilled researchers and technical specialists, all
aiming to develop world-leading tunable optics.
Technology & Products
poLight´s tunable optics technology enables native capabilities that replicate the human eye, making instant
autofocus across a wide focus distance and constant field of view options possible in a variety of camera
systems. It is also well suited for uses where beam steering and optical tilting capabilities are needed.
poLight’s patented, proprietary technology offers considerable benefits, such as extremely fast focus,
compact size, no magnetic interference, low power consumption and constant field of view. These features,
and others, open the way for its use in a multitude of as yet unimagined ways.
Headquarters
Offices and business operations
Horten
Norway
Tampere
Finland
Lyon
France
Shenzhen
China
Taiwan
San Jose, CA
USA
Oxford
UK
Beijing
China
Calamba
Philippines
Instant
focus
Small
real
estate
Constant
field of
view
+
+
Extremely low
power
consumption
+
OEMs
Annual Report 2023
Page 4
Based on its technology platform, the company has developed and patented TLens
Ò
– a tuneable optical lens.
TLens
Ò
delivers faster and more accurate autofocus compared to standard Voice Coil Motor (VCM) systems,
which require advanced calibration procedures, are subject to magnetic noise and temperature fluctuations
from power consumption and rely on mechanical movement to adjust the focus. poLight’s TLens
Ò
technology
eliminates many of these issues while enabling instant autofocus, all-in-focus and constant field of view.
The poLight TLens
Ò
is constructed around a piezo element (piezo film), which is placed on a thin glass
membrane and acts as an actuator. A patented polymer is sandwiched between two high-quality glass layers.
The piezo material on the thin glass membrane is designed to spherically deform the polymer when a voltage
is applied to it. This structure offers a tuneable lens of high optical quality. When the piezo is in standby
mode, no force is applied to the thin glass and light passes through the two glass components, and the
polymer, without deviation. When a voltage is applied, the piezo actuator will immediately force the thin
glass membrane to bend accordingly. This generates a perfect lens, and an optical power, which focuses the
light rays. The TLens
Ò
can either be used on top of a fixed-focus camera module (i.e. add-on concept) or
integrated as part of the lens stack (i.e. add-in concept).
poLight is already mass-producing TLens
Ò
Silver and TLens
Ò
Silver Premium devices, as well as the related
ASIC driver (PDA 50), which controls the supply of variable voltage to all TLens
Ò
products and makes them
change focus. In future, both larger and smaller TLens® may be developed. From an application perspective,
the main difference between the various TLens
Ò
products are the different sensor formats (size of the image
sensor) with which they can be used, due to different aperture sizes (the transparent “opening” in the
actuator). The TLens
Ò
can be supplied as a “packaged” version to enable quick integration/testing.
The TLens
Ò
Silver Premium is considered suitable for both consumer and industrial products, whereas the
TLens
Ò
Silver is best suited for industrial applications where optical range is important.
Other products, based on the same technology platform, may be released. TWedge
Ò
, for example, is a
product currently in development that will improve the resolution for µLED display solutions.
Supply Chain
poLight is fabless and uses partners for most manufacturing processes, except for the polymer, which is
produced at the company’s headquarters in Norway. ST Microelectronics is poLight´s manufacturing partner
for the MEMS actuator, utilising their thin film piezo technology in an 8-inch semiconductor fabrication plant
in Italy. Polymer and wafers with actuators are shipped to manufacturing partners in the Philippines which
assemble and test the complete TLens
Ò
products and ship them to camera module vendors.
Annual Report 2023
Page 5
Market
poLight’s TLens® technology is suitable for a wide variety of applications, particularly those where there is a
need for compact and high-quality autofocus solutions that benefit from high speed, small size, constant field
of view and low power consumption. The main focus area so far has been the consumer market (e.g.
smartphone, smartwatch, webcam, AR/MR etc), industrial/barcode/machine vision and AR/MR.
Furthermore, the company has started to engage with some customer within the healthcare and automotive
sectors. However, it remains to be seen if these markets need autofocus and whether poLight´s technology
is a good fit.
From Gel > MEMS Wafer > TLens® > Camera module > OEM
Camera
Module
Suppliers
OEM´s
Driver ASIC
Bare TLens®
Packaged TLens®
Smartphones, Wearables, Accessories
• Smartphone represent a large
addressable market each year with
billions of cameras
• 1.2 billion phones per year with 1 front
camera and an average of 3 rear
cameras
• Camera function remains a key killer app
• Wearables, accessories like webcams
offer consumer volume opportunities
• Potential addressable market for
TLens®/poLight technology estimated at
2.5 billion units per year
Industrial Barcode/Machine Vision
• Evolving from 1D laser to 2D imaging
code scanners
• Lasers replaced by camera systems,
where autofocus will improve efficiency
in scanning and portfolio
• Barcode and machine vision technology
is spreading to new industries
• OEM scan engine vendors today are
increasingly looking to enable machine
vision capabilities on their current
offerings
Augmented/Mixed Reality (AR/MR)
• AR/MR is expected to to grow
significantly as the technology is
rapidly advancing
• Initial AR/MR HMD/smartglasses
deployments are in enterprise
(industrial, commercial, educational,
etc.) but soon expanding to consumer
(entertainment, gaming, productivity,
etc.) markets.
Others
• New opportunities are emerging
that could represent significant
potential
• Healthcare and automotive are
two other examples of new
opportunities for poLight
technology
Annual Report 2023
Page 6
MESSAGE FROM THE CEO
“2023 became the year we captured our 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. An important milestone has been achieved in 2023! 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.
The AR/MR market is entering a very important phase and poLight expects to see several companies releasing
new products in the coming years. Our technology is being used in three AR/MR enterprise products already
on the market. These are Magic Leap 2, LEION Pro from LLVision, and a high-end, mixed-reality head-
mounted device. Furthermore, TLens
Ò
is being considered/tested by several important AR/MR market
players. We believe that AR/MR will be a key market for poLight going forward.
The industrial market is slowly moving forward. TLens® is now used in eleven barcode/machine vision
products, and there are several ongoing Proof of Concept (PoC) projects which will probably result in new
design-wins going forward – both with existing and new customers.
We have recently seen interesting developments in more scientific/research-related use cases, such as the
Mini2P
1
. Although this will always represent a niche market, it is a potentially significant one, not only from
a brand-building perspective, but also as an attractive business opportunity.
The automotive and healthcare markets will, as mentioned before, take time to develop. Identifying use
cases where autofocus offers clear advantages, as well as defining needed product specifications, is ongoing
through PoCs and market dialogue in general. Both these markets have lower priority than our key market
segments.
We are continuing to strengthen our organisation to enable us to better explore the opportunities ahead,
handle challenges more effectively and evolve our offering. I would like to take this opportunity to thank our
dedicated team and, not at least, all the shareholders who are showing such an interest in poLight.”
Dr Øyvind Isaksen
CEO, poLight ASA
1
An open-source miniature 2-photon microscope brain explorer for fast high-resolution calcium imaging in freely-moving mice.
Annual Report 2023
Page 7
BOARD OF DIRECTORS
Grethe Viksaas
Chair, Independent
Grethe Viksaas has had a long career in the
Northern European managed service provider
Basefarm AS. First as founder and CEO, and later
as executive chair and member of the board of
directors. Prior to Basefarm, Ms Viksaas served as
CEO for SOL System AS and held several
management positions in IT companies. She has
experience from numerous board positions,
including Telenor ASA. She is currently a non-
executive director on the boards of Norkart AS,
Link Mobility Group Holding ASA, Crayon Group
Holding ASA and CatalystONE Solutions Holding
AS. She also chairs Farmforce AS’s board of
directors. Ms Viksaas has a Master’s degree in
Computer Science from the University of Oslo.
Thomas Görling
Board member, Independent
Thomas Görling is a former Senior Investment
Director at Stiftelsen Industrifonden (Sweden) and
was closely involved in building successful
technology companies. Representing
Industrifonden, he served on several portfolio
company boards, at present HVR Cardio Oy
(Finland) and eBuilder AB (Sweden). Before joining
Industrifonden in 1998, Mr Görling held
management positions within the European
optical instrument and systems industry. He holds
a Master of Science degree from the Royal
Institute of Technology in Stockholm and studied
business economics at Stockholm University.
Svenn-Tore Larsen
Board member, Independent
Svenn-Tore Larsen is the former CEO of
Nordic Semiconductor, a position he has held
from February 2002 until December 2023. Mr
Larsen has broad international experience in
the semiconductor business, previously as
Director for the Nordic region for Xilinx Inc.
He has also worked at Philips Semiconductor.
Mr Larsen has a degree in Electrical
Engineering from the University of
Strathclyde, UK.
Jean-Christophe Eloy
Board member, Independent
Jean-Christophe Eloy is the founder and CEO of
Yole Group, which specialises in the
semiconductor industry and provides
marketing, technology and strategy consulting,
reverse engineering and reverse costing, in
addition to corporate finance services. Mr Eloy
has spent his entire career in the
semiconductor industry, starting at the French
applied R&D organisation CEA/LETI as
marketing manager and then creating the
semiconductor practice at Ernst & Young. He is
also a member of the board of the French
companies Riber SA and Silmach. Mr Eloy is a
graduate from EM Lyon Business School and
from the INPG-ENSERG school of engineering.
Marianne Bøe
Board member, Independent
Marianne Bøe has served as Head of Investor
Relations at IDEX Biometrics since January
2020. Prior to this, Ms Bøe held various senior
asset management positions, and has been a
portfolio manager for more than 20 years. She
has broad and extensive experience from
investing in globally listed companies, with a
special focus on the technology sector. Ms Bøe
holds a Master of Science degree in Economics
and Business Administration from Norwegian
School of Economics (NHH) and has completed
the Advanced Portfolio Management Program
arranged by NFF (Norsk Finansanalytiker-
forening).
Annual Report 2023
Page 8
MANAGEMENT
Dr Øyvind Isaksen
Chief Executive Officer
Øyvind Isaksen has been CEO of poLight since
August 2014. He has previously held several
CEO positions. Immediately prior to joining
poLight, for example, he spent seven years as
CEO of the publicly listed company Q-Free ASA.
Øyvind Isaksen holds a PhD in Applied Physics.
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 the Institut d’Optique Graduate School in
Paris, as well as an MSc in Applied Physics from the
University of Liège.
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 and
Economics (Siviløkonom) from NHH, and is a
certified public accountant.
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.
Annual Report 2023
Page 9
INVESTOR INFORMATION
Share price development
poLight ASA (PLT) has one class of shares. Its shares were listed on the Oslo Stock Exchange on 1 October
2018 at NOK 50 per share. On 30 May 2022, the PLT share was split in the ratio of 1:5, which means every
single share before the split became five shares after the split, at which point the share’s value stood at NOK
10. The company had 66,211,548 shares outstanding at the close of 2023, each with a nominal value of NOK
0.04.
In 2023, the Group’s share price rose from NOK 17.10 per share at the beginning of the year to NOK 21.45 at
the close. During the year, the share price varied between NOK 10.02 and NOK 25.27 per share. In total,
50,897,476 shares were traded in 2023, equivalent to 77 per cent of the shares outstanding.
Major shareholders and voting rights
poLight had 6,529 shareholders registered in the Norwegian Central Securities Depository (VPS) as at 31
December 2023. The 20 largest shareholders owned shares representing 50.6 per cent of the share capital.
Non-Norwegian shareholders owned 22.5 per cent of the shares. All the shares registered by name carry
equal voting rights. The shares are freely tradable.
0
200
400
600
800
1,000
1,200
1,400
-
5.00
10.00
15.00
20.00
25.00
30.00
Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23
PLT OSEBX
OSEBX
PLT
Annual Report 2023
Page 10
poLight shareholders as at 31 December 2023
Ordinary
shares
Share-
holding
Voting
rights
%
%
Investinor Direkte AS
8 899 290
13.4 %
13.4 %
Stiftelsen Industrifonden
5 244 125
7.9 %
7.9 %
Nordnet Livsforsikring AS
3 188 641
4.8 %
4.8 %
Nordnet Bank AB (nominee)
2 880 449
4.4 %
4.4 %
BNP Paribas (nominee)
1 984 988
3.0 %
3.0 %
VPF Nordea Avkastning
866 232
1.3 %
1.3 %
J.P. Morgan SE (nominee)
549 689
0.8 %
0.8 %
VPF Nordea Kapital
547 223
0.8 %
0.8 %
Erik Schellhorn
432 639
0.7 %
0.7 %
Trond Andersen
428 300
0.6 %
0.6 %
Danske Bank A/S (nominee)
408 843
0.6 %
0.6 %
VPF Nordea Norge Plus
407 537
0.6 %
0.6 %
Asbjørn John Buanes
386 425
0.6 %
0.6 %
Kjell Mossefin
383 963
0.6 %
0.6 %
Fjellstuens Eftf. AS
376 721
0.6 %
0.6 %
Stefan Sveen
375 500
0.6 %
0.6 %
Henrik Grytbak Hermansen
340 000
0.5 %
0.5 %
CB Helse AS
340 000
0.5 %
0.5 %
Saxo Bank A/S (nominee)
326 350
0.5 %
0.5 %
Wiseth Holding AS
326 000
0.5 %
0.5 %
Total number of shares owned by top 20 shareholders
28 692 915
43.3 %
43.3 %
Number of shares owned by other shareholders
37 518 633
56.7 %
56.7 %
Total number of shares
66 211 548
100.0 %
100.0 %
An overview of the 20 largest shareholders is available on the poLight website, updated each week.
Employee share programme
The Board is authorised to issue shares through share option schemes up to a total nominal value of NOK
264,653, equal to 6,616,322 shares. In 2023, 48,330 shares were issued in order to fulfil the obligation to
provide shares following the exercise of share options. As at 31 December, 5,579,066 share options (equal
to 8.4 per cent of shares outstanding) were outstanding, all at a weighted average strike price of NOK 11.30
per share.
Corporate actions/events
Date
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
Follow-on purchase order received for an Augmented Reality (AR) case
19.12.2023
purchase order received related to Mini2p application
07.12.2023
New Design-Win and Initial Mass Production Purchase Order Received for High End
Mixed Reality Head-Mounted Device
27.11.2023
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
27.09.2023
Purchase order received related to Mini2p application
25.09.2023
Annual Report 2023
Page 11
Extraordinary General Meeting – Guidelines remuneration leading personnel
14.09.2023
Meizu today announced availability dates of their new flagship smartphone Meizu 20
Infinity using TLens®
26.05.2023
Share capital increase registered - raising gross proceeds of NOK 135 million in a Rights
Issue
10.05.2023
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
Contemplated underwritten rights issue – notice of extraordinary general meeting
20.03.2023
Design-win award and PO received for smartphone
24.01.2023
Dividends and dividend policy
poLight is focused on developing and commercialising its technology and intends to retain any future
earnings in the foreseeable future to finance development activities, operations and business growth. The
company has not previously distributed any dividends to its shareholders and does not expect to do so in the
foreseeable future. Any future decision to pay a dividend will depend on the company's financial position,
operating profit and capital requirements.
Analyst coverage
poLight does not currently have analyst coverage. Any changes will be updated on the company’s website
www.polight.com.
Financial calendar 2024
Date
Event
22 May 2024
Annual General Meeting
4 June 2024
Quarterly Report – Q1 2024
15 August 2024
Half-yearly Report 2024
31 October 2024
Quarterly Report – Q3 2024
18 February 2025
Quarterly Report – Q4 2024
Further information can be found on the company’s website www.polight.com and at www.newsweb.no.
poLight’s IR policy can be found at www.polight.com.
Annual Report 2023
Page 12
BOARD OF DIRECTORS’ REPORT
Overall progress in 2023 has been encouraging. poLight´s TLens
Ò
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.
Customer-wins status per April 2024
Corporate events in 2023
On 11 April 2023, an extraordinary general meeting approved a fully underwritten rights issue to raise gross
proceeds of NOK 135 million.
At the company’s AGM on 24 May 2023, Grethe Viksaas was re-elected as Chair of the Board for a further
two years. At the same time Svenn-Tore Larsen and Thomas Görling were re-elected as members of the Board
for another two-year period. The AGM also appointed Thomas S. Wrede-Holm as chair and member of the
company’s Nomination Committee for a further two years.
On 14 September 2023, an extraordinary general meeting approved updated guidelines for salaries and other
remuneration for the company's senior officers.
Magic Leap 2
Enterprise AR
World-facing Camera
Max Pro
Smartwatch
UC W20
HD Webcam
EX 30
2D Barcode
Scan Engine
X30M-E
Machine Vision:
Direct Park Mark Reader
Mi Bunny 4 Pro
Smartwatch
MV-ID2016M-16T
Smart Code Reader
Barcode reader
– assembly line
MEIZU 20 INFINITY
Selfie Camera
2MP Multi-Focus
MIPI Module
LEION Pro
Enterprise AR
World-facing Camera
AW300DP
AW550
Barcode Terminals
High End MR HMD
World-facing Camera
Unnamed
Customer
+ X25E, X26-E, ICW74ES
4
2
2
Mini2P
2-photon
miniscope
Mini2P
Turnkey
Solution
Annual Report 2023
Page 13
Manufacturing and operations
poLight works primarily with two categories of subcontractors – a MEMS/wafer supplier (ST Microelectronics
(ST) in Italy) and assembly partners. While ST produces the wafers/actuators, assembly partners assemble
the complete product. The polymer (i.e. lens material) is produced at poLight’s headquarters.
With regard to assembly and testing, the focus in 2023 has been on relocating all activity to the Philippines,
yield-improvement, improved final test setup and securing supplies for existing and new customer projects.
Product development
Important improvement projects relating to the performance and reliability of existing products (TLens
Ò
)
continued during the year. With regard to new products/functionality, the main emphasis has been on
TWedge
Ò
, a potential new product that enables wobulation, a method for improving resolution in AR
projection display solutions. Technical samples have been delivered to selected customers. Customer
interactions so far indicate that this may become an important product. The final decision to start a product
development project is still pending. At the end of the year, poLight initiated new development projects to
enable more cost-effective implementation of TLens® in compact camera modules, as well as solutions for
use in the back camera structure in the smartphone market.
Market
poLight is actively engaged in several market areas. This includes consumer applications, such as
smartphones, augmented/mixed reality (AR/MR), laptops and accessories, as well as a broad range of
professional applications, such as enterprise AR/MR and barcode/machine vision. In addition, the automotive
and scientific/healthcare markets are being explored, although this is not being given a high priority at
present.
Market sentiment is currently challenging. Despite this, however, interest in poLight´s solutions has been
confirmed through engagement with customers on various applications, which are expected to gradually
develop into a diversified revenue base for poLight.
Consumer market
During the year, the focus was on augmented/mixed reality (AR/MR) and smartphone applications. Other
applications, such as laptops, webcams, smart-home devices, wearables, etc., are also being explored.
The consumer market in general, and the smartphone market in particular, remains challenging. This,
combined with the fact that poLight´s current solution is best suited for selfie cameras, which have a lower
priority and budget compared to the main camera, is currently impacting our ability to achieve new
smartphone design-wins. Nevertheless, poLight continues to be persistent and has embarked on several
development projects to broaden the company’s offering to cover broader application areas.
In the consumer market, poLight has at reporting Q4-2023 achieved four design-wins and was involved in
two ongoing PoC projects, with three PoCs in the planning stage. In addition, the company had achieved one
design-in and was engaged in seven ongoing PoCs (three for TWedge®) related to consumer-related AR/MR
products.
Annual Report 2023
Page 14
Augmented reality (AR) market
TLens
Ò
is being considered/tested by several important AR/MR market players. The TLens® technology’s low
power-consumption, no gravity sensitivity, temperature stabilisation (often referred to as athermalisation),
high speed and compactness stand out as key technical benefits.
The AR market segment continued to develop positively for poLight during the year. TLens® is used/planned
for use in both world-facing cameras and displays. At the date of reporting Q4-2023 the company’s
technology was being used in three AR/MR enterprise products already on the market. These are the Magic
Leap 2, LEION Pro from LLVision, and a high-end, mixed-reality head-mounted device. In addition, five design-
ins had been confirmed. One related to a consumer AR application, one was MR related, and three concerned
enterprise AR. One of the three enterprise AR cases will most likely not be launched in the market due to soft
demand, and is currently only used for sampling to selected customers. Eight PoCs were ongoing, seven of
which target consumer applications, while 17 PoCs are in the planning stage (11 for consumer applications).
A potential TWedge® product is included in the numbers given above for ongoing PoCs (4 of 8) and planned
PoCs (7 of 17).
The AR/MR market is entering a very important phase and poLight expects to see several companies releasing
new products in the coming years. All but one of the current design-in cases relate to the low volume
enterprise market. The consumer-related design-in case will take some years before it is ready for potential
market release. Volumes in the next few years are therefore expected to be relatively low. However, building
a position through these cases, and maturing consumer-related PoC activities, will bring the company into
AR/MR high volume applications as the markets mature. In the longer term, therefore, the AR/MR segment
has the potential to become a key market for the company.
Barcode/Machine Vision/Industrial
It will take time to develop this market and will require entry into some broader application areas.
At the date of reporting Q4-2023, the company had achieved seven design-wins (11 barcode/machine vision
products from six different companies, and one design-win from Thorlab) and one design-in (barcode) and
was also involved in 13 ongoing PoCs, 11 of which are for barcode/machine vision applications.
Healthcare
The company is continuing to support selected opportunities in the healthcare market segment. The
cooperation poLight has developed with the Kavli Institute at the Norwegian University of Science and
Technology (NTNU), and the contribution the company has made to the development of the Mini2P
microscope
2
have led to several similar projects. In addition to engaging directly with research labs, the
company is supplying lenses to three commercial companies that plan to sell microscopes to research labs
around the world. See press releases dated 25 September and 7 December 2023, as well as 21 February 2024.
In addition to this, poLight is engaged in commercial endoscope cases. However, for the short/medium term,
the company does not foresee any commercial breakthrough for this application, as the trend is still to use
low-resolution sensors, with no clear need for autofocus in currently available platforms, while for some
cases very high optical power is needed.
2
An open-source miniature 2-photon microscope brain explorer for fast high-resolution calcium imaging in freely-moving mice
Annual Report 2023
Page 15
At the date of reporting Q4-2023, the company was engaged in one design-win (Kavli, Mini2P), three design-
ins (all Mini2P related), and 14 ongoing PoCs, of which 10 relate to Mini2P.
Automotive
At the date of reporting the Q4-2023, the company was engaged in three PoCs, while five others are in the
planning stage. Going forward, this market segment may have need for autofocus technology, and TLens® is
one of the solutions being explored. The market is potentially significant but will most likely require a new
revision of TLens®, which will take some years to develop and qualify.
Sustainability
poLight complies with the Norwegian Transparency Act and aims to comply the EU’s Corporate Sustainability
Reporting Directive (CSRD) within 2027 for the 2026 report. For further details, please see the chapter on
ESG (Environment, Social and Governance) later this annual report.
Organisation
poLight ASA and its subsidiaries had 22 full-time employees at the close of 2023, compared to 23 full-time
and one part-time employee in 2022. In addition, 17 consultants were engaged on long-term contracts,
compared with 12 in 2022. The employees and consultants were located in nine different countries and
represented 13 different nationalities. Women made up 26 per cent of the workforce in 2023, compared with
25 per cent in 2022. poLight is committed to being a healthy workplace, which provides equal opportunities
for development to all employees, irrespective of gender, ethnicity or other characteristics.
poLight is committed to the health, safety and welfare of its employees and their families, as well as its
customers. Sickness absence came to 0.9 per cent in 2023, compared with 1.1 per cent in 2022. Sickness
absence remains well below the Norwegian national average of approximately 6.8 per cent (2022: 6.8 per
cent). No work-related accidents caused personal injuries or material damage in 2023.
Promising pipeline as of Q4-2023
Planning PoC
Ongoing PoC
Completed PoCDesign-
in
Design-win
3 (9)2 (3)38 (37)0 (0)4 (4)
Consumer
17 (14)8 (11)16 (13)5 (5)3 (2)
Augmented/Mixed Reality
8 (7)13 (12)32 (30)1 (1)7 (5)
Industrial
12 (11)17 (20)9 (5)3 (2)1 (1)
Other (medical,
automotive)
40 (41)40 (46)95 (85)9 (8)15 (12)
Number in ( ) represents last quarter
Annual Report 2023
Page 16
Liability insurance
Members of poLight ASA’s board and management are covered by Directors and Officers (D&O) liability
insurance provided by AIG. The insurance also includes poLight’s subsidiaries. The Board considers the
coverage to be reasonable.
Financial performance, poLight Group
The Group’s consolidated revenue in 2023 totalled NOK 22.5 million, compared with NOK 13.4 million in
2022. NOK 20.1 million (2022: NOK 10.0 million) reflects sales of TLens® and ASICs for commercial use and
sample deliveries, and NOK 2.4 million (2022: 3.3 million) reflects revenue from non-recurring engineering
(NRE) relating to customer development projects. Geographically, NOK 11.8 million of the revenue relates to
customers in Asia, NOK 6.0 million to customers in America and NOK 4.7 million to those in Europe.
Cost of sales totalled NOK 10.3 million in 2022, compared with NOK 4.8 million in 2022, mainly due to
increased sales and increased obsolescence provision of NOK 1.4 million (NOK 0.3 million).
R&D expenses, net of government grants, amounted to NOK 34.6 million, up from NOK 32.9 million in 2022.
Increased internal resources contributed to the increased expenditure. However, the most significant
contributor was a reduction in government grants (see Note 14 Government grants for details). No
development expenditures have been capitalised in the past two years. Expensed R&D costs include R&D
management, patents, improvements of the existing TLens®, feasibility studies on new concepts, and costs
related to integration of TLens® in new customer applications/products.
Sales and marketing expenses totalled NOK 17.7 million, up from NOK 13.1 million in 2022, mainly due to
increased sales activities. Operational/supply chain expenses totalled NOK 16.7 million, up from NOK 9.2
million in 2022, due in part to increased internal resource usage relating to the development of production
management system.
Administrative expenses totalled NOK 22.0 million, up from NOK 12.1 million in 2022. Increased share option
expenses contributed to the increased administrative expenses compared with 2022 (see Note 5.3 Employee
benefits expense for details).
Depreciation and amortisation amounted to NOK 9.7 million, down from NOK 10.4 million in 2022.
The Group made an operating loss of NOK 88.5 million in 2023, compared with an operating loss of NOK 69.1
million in 2022.
Net financial items in 2023 totalled NOK 3.2 million, up from NOK 1.5 million in 2022. This is attributable
primarily to interest on bank deposits. The tax expense in 2023 came to NOK 0.2 million, the same as the
year before.
The Group made a net loss of NOK 85.5 million in 2023, compared with a net loss of NOK 67.9 million in 2022.
This represents a loss in 2023 of NOK 1.40 per share on a fully-diluted basis, compared with a loss of NOK
1.31 per share in 2022.
Financial position
As at 31 December 2023, total assets came to NOK 223.4 million, compared with NOK 178.2 million at year-
end 2022. Total equity came to NOK 199.5 million, compared with NOK 150.7 million at year-end 2022.
Annual Report 2023
Page 17
Intangible assets amounted to NOK 17.6 million as at 31 December 2023, compared with NOK 24.9 million at
the close of 2022, reflecting amortisation over the year.
During the year, inventories increased by NOK 24.5 million to NOK 70.1 million at the close of 2023, compared
with NOK 45.6 at year-end 2022. The increase in inventories mainly relates to wafers from ST
Microelectronics. Increased stocks of components with long lead-times (e.g. wafers) will improve readiness
for potential volume customers.
Trade and other receivables totalled NOK 8.2 million, compared with NOK 8.4 million in 2022, of which
recognised government grants accounted for NOK 2.1 million (NOK 4.6 million in 2022).
As at 31 December 2023, the company had cash and cash equivalents of NOK 114.8 million, compared with
NOK 84.2 million at the close of 2022. The rights issue in the second quarter 2023 generated NOK 125.8
million in net proceeds.
Long-term liabilities totalled NOK 2.0 million at year-end 2023, compared with NOK 3.0 million in 2022. These
relate to the lease of the company’s headquarters in Horten, which was signed in the second quarter 2021.
Total current liabilities at year-end 2023 came to NOK 21.9 million (NOK 24.6 million in 2022).
Cash flow
Net cash flow used in operating activities totalled NOK 94.6 million in 2023, compared with NOK 63.6 million
in 2022. The main differences between net cash flow from operations and net loss is due to the inventory
build-up of NOK 24.5 million and the share option expense of NOK 8.1 million.
Net cash flow used in investing activities totalled NOK 0 million in 2023, compared with NOK 9.2 million used
in 2022.
Net cash flow used in financing activities totalled NOK 125.0 million in 2023. The positive cash flow from
financing activities reflects the net proceeds of NOK 125.8 million raised in connection with the rights issues
undertaken.
Financial performance, parent company
In 2023, the parent company generated NOK 22.5 million in revenue, compared with NOK 13.4 million the
year before. Gross profit came to NOK 8.5 million (2022: 6.2 million). It made an operating loss of NOK 91.2
million in 2023, after total operating expenses of NOK 103.3 million. In 2022, the parent company made a
loss of NOK 71.3 million, after total operating expenses of NOK 79.8 million.
Operating expenses in 2023 include employee expenses (including consultants engaged on long-term
contracts) of NOK 58.2 million, compared with NOK 36.6 million in the preceding year. The parent company
had on average of 31 employees and consultants in 2023, compared with 26 in 2022. In 2023, other operating
expenses amounted to NOK 36.6 million, compared with NOK 33.9 million in 2022. (See Note 3 Specification
of operating expenses by nature).
poLight ASA made a net loss of NOK 84.9 million in 2023, compared with a net loss of NOK 68.6 million in
2022.
Annual Report 2023
Page 18
The Board proposes that NOK 76.8 million be transferred from the share premium and NOK 8.1 million from
retained earnings. The Board does not propose payment of a dividend for 2023.
Share capital
As at 31 December 2023, poLight ASA had a share capital of NOK 2.6 million, consisting of 66,211,548 shares,
with a nominal value of NOK 0.04 each.
poLight employees have been granted options to subscribe for shares under share options schemes. The
Board is authorised to issue shares – in share option schemes – up to a total nominal value of NOK 264,653
(6,616,322 shares at a nominal value of NOK 0.04). As at 31 December 2023, 5,579,066 share options (equal
to 8.4 per cent of shares outstanding) have been granted, all at a weighted average strike price of NOK 11.30
per share with a range from NOK 3.78 to NOK 22.80. 2,270,000 share options were granted during the year
at a weighted average strike price of NOK 12.5 per share. Of these 800,000 share options were cancelled and
replaced, that had a weighted average strike price of NOK 22.4 per share. 3,498,122 share options where
exercisable at 31 December.
Risks and risk management
poLight’s risk management is based on the principle that risk assessment is an integral part of all business
activities. Reference is also made to the ESG risk assessment described in the enclosed ESG Report. As a
technology company with global operations, poLight is exposed to risk factors of a financial and operational
nature, which may affect business activities and the company’s financial position. poLight’s Board places a
high priority on managing risk and has established routines and policies to limit overall risk exposure.
Market risk: poLight develops highly innovative autofocus lenses for consumer and industrial products. The
markets for these products are undergoing rapid technological changes. poLight’s future success will depend
on the company’s ability to meet changing industry demands, develop new technologies that address
prospective customers’ increasingly sophisticated requirements (e.g. aperture size, optical power, size, non-
lead content etc.), and ensure high-quality and cost-effective mass production.
IPR-related risk: To protect its intellectual property rights (IPR), poLight relies on a combination of patents,
copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions. IPR
constitutes one of poLight’s key assets and poLight actively seeks to protect its products and technologies in
the markets and geographic regions in which it operates, and elsewhere as deemed relevant. In its use of
IPR, poLight faces several risks. For example, third parties may illegally copy or utilise poLight’s IPR, third
parties may (with or without merit) claim that poLight’s use of IPR infringes the IPR of that third party, or the
IPR of others may limit poLight’s freedom to operate.
Foreign exchange risk: poLight is subject to certain financial risks associated with currency and interest rates.
While the company has had limited revenue so far, it does incur costs in various currencies. No single large
currency risk that could have a significant impact on the company’s net profit has been identified. Proceeds
from share issues are kept in NOK. poLight has not entered into any hedging agreements.
Liquidity risk: poLight currently operates at a loss. For the next 12 months, the Group's principal source of
liquidity will still be cash generated from financing, equity and debt, in addition to net cash flows generated
from sales. 18
th
April 2024 the company held an extraordinary general meeting that approved to carry out an
underwritten rights issue with gross proceeds of up to NOK 160 million, of which subscription of shares for
NOK 130 million will be underwritten. The underwriting agreements of NOK 130 million are unconditional
Annual Report 2023
Page 19
and irrevocable. All the conditions for the obligations of the underwriters have been met. The company may
in the future seek to raise further capital to finance R&D activities and expansion plans.
Corporate governance
poLight aims to comply with the Code of Practice for Corporate Governance published by the Norwegian
Corporate Governance Board (NUES). A separate section of this annual report provides further details of the
poLight Group’s corporate governance.
Going concern
The risk related to current tensions between China and Taiwan mentioned in previous quarterly reports has
been resolved by relocating all assembly and test activity from Taiwan to the Philippines.
poLight does not have any operations, customers or direct suppliers in Russia or Ukraine. The war in Ukraine
has therefore not had any direct consequences of significance for the Group’s operations, other than the
general impact of the war on the global situation.
For the next 12 months, the Group's principal source of liquidity will still be cash generated from financing,
equity and/or debt, in addition to net cash flows generated from sales. Management and the Board of
Directors are continuously evaluating the Group’s liquidity requirements and management is dependent on
raising additional financing in order to be able to finance their planned operations and R&D activities over
the next 12 months from the release of this report. 18
th
April 2024 the company held an extraordinary
general meeting that approved to carry out an underwritten rights issue with gross proceeds of up to NOK
160 million, of which subscription of shares for NOK 130 million will be underwritten. The underwriting
agreements of NOK 130 million are unconditional and irrevocable. All the conditions for the obligations of
the underwriters have been met.
Accordingly, these consolidated financial statements have been prepared under the assumption that both
the Group and the parent company are going concerns, and management confirms that this is an appropriate
assumption.
Outlook
Design-wins in all defined key market segment, including smartphone and AR/MR, form an excellent platform
for future company success.
To prepare for future design-wins in the smartphone market, the company has launched several initiatives
to facilitate integration of TLens® in compact camera modules and to enable use cases also within the back-
camera structure.
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.
Looking forward, another potential high-volume market is the automotive sector. poLight is currently
engaging with key players in this market to better understand the opportunities and challenges involved. It
has not yet been decided whether this is a market poLight will actively address. What seems clear is that both
Annual Report 2023
Page 20
potential demand and the availability of relevant products that meet specifications are several years ahead
of us. The same applies to the healthcare market. Automotive and healthcare are still markets under
observation and are not high on poLight’s list of priorities.
poLight continues to strengthen its organisation to enable it to address all the above-mentioned
opportunities and challenges in a professional and robust manner.
According to current plans, the Group’s cash deposits will fund activities through the fourth quarter of 2024.
Thereafter, additional capital will be required to continue poLight’s planned commercialisation of its TLens
Ò
technology. The company has planned accordingly. 18
th
April 2024 the company held an extraordinary
general meeting that approved to carry out an underwritten rights issue with gross proceeds of up to NOK
160 million, of which subscription of shares for NOK 130 million will be underwritten. The underwriting
agreements of NOK 130 million are unconditional and irrevocable. All the conditions for the obligations of
the underwriters have been met.
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
Annual Report 2023
Page 21
STATEMENT BY THE BOARD OF DIRECTORS AND THE CEO
We confirm that, to the best of our knowledge, the consolidated financial statements for 2023 have been
prepared in accordance with IFRS® Accounting Standards, as adopted by the EU, as well as additional
disclosure requirements set out in the Norwegian Accounting Act; and that the financial statements for the
parent company for 2023 have been prepared in accordance with the Norwegian Accounting Act and
generally accepted accounting practice in Norway; and that the information presented in the financial
statements provides a true and fair view of the parent company and the Group’s assets, liabilities, financial
position and results for the period as a whole; and that the Board of Directors’ report provides a true and fair
view of the development, performance and financial position of the parent company and the Group, and
includes a description of the material risks that the Board of Directors, at the time of writing this report,
considers could have a significant impact on the financial performance of the Group.
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
Annual Report 2023
Page 22
ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG) REPORT
1. Introduction
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.
2. Sustainability
poLight aims to be a responsible company with regard to working conditions, human rights, the environment
and anti-corruption. The company promotes a healthy, safe and fair working environment in accordance with
applicable laws and regulations, including the UN Global Compact. poLight has established a code of conduct
as an initial step in developing formal guidelines, principles, procedures and standards related to corporate
social responsibility. poLight is not regulated by any environmental permits or regulatory mandates.
Sustainability Statement
We create sustainable technology
We are committed to creating cutting-edge technology for a sustainable world, and doing so in a sustainable
way. We will offer innovative products that remain highly efficient throughout their service life.
We prioritise people
People are our biggest asset. We work proactively to ensure employee health, respect, safety and wellbeing,
while maintaining a diverse and inclusive corporate culture that establishes optimum conditions for the
sustainable commitment of our employees. We believe diversity enables innovation and stakeholder
engagement, and supports growth.
We protect the planet
We are committed to protecting the environment by mitigating the impact of our activities and minimising
our carbon footprint, thereby ensuring that our products and services can be delivered with minimal
environmental impact. All of our operations, processes, business practices and entire value chain are firmly
rooted in sustainability principles. We are committed to achieving carbon neutrality and reducing all
greenhouse gas emissions in our operations, while also striving for zero waste.
We generate long-term value for all stakeholders
We believe we have an important role to play in the effort to create a sustainable future and that we are
stronger if we act collectively. We are committed to collaborating with suppliers who share our values and
Annual Report 2023
Page 23
to working locally to improve the social, economic and environmental wellbeing of the communities in which
we operate.
3. ESG risk assessment
In recent years, management has carried out an annual ESG (environmental, social and governance)
assessment, which has been subjected to evaluation by poLight ASA’s Board of Directors. A risk assessment
tool developed by Investinor (poLight’s largest shareholder) has been used for this purpose. Investinor has
significantly improved the tool, with support from external ESG competence, for the 2023 assessment. In
mid-2023 poLight embarked on a project to use this tool to carry out a double materiality assessment, at the
prompting and with the assistance of Investinor. Several meetings were held with Investinor and external
ESG competence, while several internal working sessions were conducted on this topic.
An ESG double materiality assessment has been carried out. This identified the following strategic and
compliance focus areas:
1. More environmentally friendly components
ESG and environmental considerations have been implemented in the procedures for selecting suppliers,
components and process solutions. For example, poLight aims to adopt lead-free piezo when this
becomes available in the future.
2. Business ethics
poLight’s anti-corruption efforts have a high priority. Business associates must comply with poLight’s
code of conduct, which expresses a zero tolerance for all forms of corruption.
3. Supplier working conditions and labour rights
Since the company is fabless and relies on several subcontractors around the world, poLight must
monitor these companies and ensure they provide decent working conditions to their employees.
4. Environmental
poLight is still in an early phase of its commercial development, with consequently low production volumes.
For this reason, the environmental impact of its products is, at the present time, not considered to be
significant. However, we do focus on environmental aspects in our production processes and have conducted
projects to study the use of more environmentally friendly materials in the TLens
Ò
.
With wafers manufactured in Europe and assembly and final test operations in the Philippines, some
transport-related environmental impact is unavoidable. With one TLens® weighing approx. 6 milligrams, the
environment impact of their transportation is nevertheless limited, even at high volume. Since poLight
operates globally and has customers in Europe, Asia and the USA, business travel is currently the largest
contributor to the company’s carbon footprint. Video conferences are therefore frequently used, both to
reduce poLight’s environmental impact and boost operational efficiency.
As mentioned in the Sustainability Statement, poLight is committed to protecting the environment. All
business decisions are made with this in mind.
5. Social
poLight believes in the strength of diversity and has employees and consultants in eight different countries.
As a technology company, poLight focuses on attracting and retaining employees, since these represent an
important resource for the Group.
Annual Report 2023
Page 24
poLight’s code of conduct states that: “poLight expects dedicated employees, who treat others with respect
and maintain open communications. There shall be no discrimination or harassment on the grounds of age,
gender, disability, race, sexual orientation, ethnic origin, religion or political affiliation. poLight shall be an
attractive workplace with an inclusive working environment. poLight expects its employees to not act in ways
that could harm the poLight brand. When we are working in cultures other than our own, we treat everyone
– individuals as well as organisations – with respect, and act in accordance with national laws and regulations.
We also pay attention to local etiquette and values in the countries where we are working. In meetings with
contacts outside poLight, we behave with professionalism and courtesy. poLight supports and respects
internationally recognised human rights, including those set out in the International Labour Organization’s
conventions. The company respects the right to freedom of association and opposes any form of
child labour, forced labour or discrimination, and requests all representatives and suppliers to abide by the
same principles. All employees, partners, etc., are made aware of these guidelines.”
To ensure the above:
• poLight conducts quarterly management reviews, which address all parts of the value chain with
respect to risks and opportunities,
• all managers carry out quarterly MUST (mutual understanding and special topics) meetings,
• annual appraisals are performed,
• the CEO holds one-to-one meetings with all employees to take the temperature of the entire
organisation,
• during the annual poLight seminar, the CEO highlights the importance of the code of conduct and
ESG in general.
The company’s whistleblowing procedure is described in the code of conduct.
Organisation
poLight ASA and its subsidiaries had 22 full-time employees at the close of 2023, compared to 23 full-time
and one part-time employees in 2022. In addition, 17 consultants were engaged on long-term contracts,
compared with 12 in 2022. The employees and consultants were located in nine different countries and
represented 13 different nationalities. Women made up 26 per cent of the workforce, compared with 25 per
cent in 2022. poLight is committed to being a healthy workplace, which provides equal opportunities for
development to all employees, irrespective of gender, ethnicity or other characteristics.
poLight is committed to the health, safety and welfare of its employees and their families, as well as its
customers. Sickness absence came to 0.9 per cent in 2023, compared with 1.1 per cent in 2022. Sickness
absence remains well below the Norwegian national average of approximately 6.8 per cent. No work-related
accidents caused personal injuries or material damage in 2023.
6. Governance
poLight considers good corporate governance to be a prerequisite for value creation and credibility, as well
as for attracting investors and accessing capital on favourable terms. See the Corporate Governance Report
for further details.
7. Norwegian Transparency Act
The Norwegian Transparency Act went into effect on 1 July 2022. The Act requires companies to uphold
human rights and ensure decent working conditions in their operations and supply chains.
Annual Report 2023
Page 25
poLight has embedded responsible business conduct in its code of conduct, which was last updated on 9
January 2023. As a standard practice when entering into new business agreements, our business associates
are asked to commit to the code’s provisions. poLight’s code of conduct is available at
www.polight.com/Investors/Corporate Governance/Code of Conduct.
A risk assessment regarding human rights and decent working conditions has been performed by poLight. All
direct Tier 1 suppliers are required to identify, assess, address and report on social impacts and risks. When
conducting supply chain audits, specific actions have been standardised with respect to human rights and
decent working conditions. In its risk assessments, poLight focuses on the following issues, among others:
• Health, safety and hygiene
• Working hours
• Waste and pollution
These issues are also addressed when approving new Tier 1 suppliers.
A separate transparency report will be published no later than 30 June 2024. The report will be available on
poLight’s web site at: www.poLight.com/investors/corporate-governance/Transparency.
8. ESG reporting
The company is aware of the increasing demanding for sustainability-related information from stakeholders
and regulators. The company’s focus and effort on this area have therefore increased during 2023. ESG
competence has been provided by Investinor, with support from external ESG competence, and a double
materiality assessment has been carried out. Frequent working sessions with key personnel across the
organisation have been conducted. Efforts have got underway to formalise the structure of carbon reporting
in order to demonstrate the commitments made.
In February 2023, the previous Audit Charter was updated to also include sustainability reporting. ESG
reporting has therefore become a subject for discussion at Audit and Sustainability Committee meetings.
Annual Report 2023
Page 26
CORPORATE GOVERNANCE REPORT
1. Governance principles and objectives
poLight ASA (“poLight” or the “company”) seeks to create sustained shareholder value and pays due respect
to the company’s various stakeholders. These include its shareholders, employees, business partners, society
in general and the public authorities. poLight is committed to maintaining a high standard of corporate
governance and has established principles and guidelines that define the roles and relationship between the
shareholders, the Board of Directors (the “Board”) and the company’s executive management
(“management”).
poLight is incorporated and registered in Norway and subject to Norwegian law. The company’s shares are
listed on the Oslo Stock Exchange. As an issuer of shares, the company must comply with rules applicable to
companies listed on the Oslo Stock Exchange and rules applicable to public limited companies in general.
The company observes the Norwegian Code of Practice for Corporate Governance, issued by the Norwegian
Corporate Governance Board (the “Code of Practice”). The Code of Practice is available at www.nues.no.
Application of the Code of Practice is based on the “comply or explain” principle, which stipulates that any
deviations from the code, should be explained. poLight seeks to follow the Code of Practice, and any deviation
will be explained in the corporate governance report included in its annual report. poLight’s corporate
governance policy is available on its website, www.polight.com, in accordance with the company’s IR policy.
The principles and implementation of corporate governance are subject to annual review by the company’s
Board of Directors. The corporate governance policy was last reviewed and approved 15 June 2023.
2. Business
The operations of the company comply with the business objective set forth in its Articles of Association,
which reads as follows:
“The company’s purpose is to develop and deliver optical components and all naturally related activities,
including ownership of shares and other securities in other companies.”
The Board of Directors has established goals, strategies and a risk profile for the company within the
definition of its business objective which are described in the Annual Report. These are subject to annual
review by the Board.
poLight has adopted a set of ethical guidelines (code of conduct) which represents the foundation of poLight’s
corporate culture. The guidelines define the core principles and ethical standards for the company’s
operations, and the integration of stakeholder considerations and how these relate to the value creation by
the company. The code of conduct applies to the members of the Board, all employees and representatives
of poLight as well as direct business partners such as agents or re-sellers. The code is available at
www.polight.com.
Annual Report 2023
Page 27
3. Equity and dividends
Capital adequacy
As at 31 December 2023, poLight's consolidated equity totalled NOK 199.5 million, which is equivalent to
89% of total assets. Liabilities were mainly trade payables and other payables. The Board of Directors is
responsible for ensuring that poLight is adequately capitalised relative to the company’s goals, strategy and
risk profile.
Dividend policy
poLight has not previously distributed any dividends to its shareholders and does not expect to pay any
dividend in the foreseeable future. The company is focused on developing and commercialising its technology
and intends to retain any future earnings to finance development activities, operations and business growth.
Any future decision to pay a dividend will depend on the company's financial position, operating profit and
capital requirements.
Authorisations to the Board of Directors
On 24 May 2023, the annual general meeting (AGM) granted the Board of Directors an authorisation to issue
new shares to holders of share options in poLight who exercise their rights to subscribe for new shares. The
authorisation to issue new shares at a nominal value of NOK 0.04 each, up to the share capital equivalent of
NOK 264,653, is valid until the date of the 2024 AGM, or 30 June 2024 at the latest. As at 31 December 2023,
shares equal to a share capital of NOK 1,933 have been issued under this authorisation.
The AGM on 24 May 2023 granted the Board a general authorisation to issue shares and to increase the share
capital by a maximum of NOK 529,306. The authorisation is valid until the 2024 AGM, or 30 June 2024 at the
latest. As at 31 December 2023, no shares have been issued under this authorisation.
The AGM also granted the Board an authorisation to buy back shares equal to a share capital of NOK 264,653.
The authorisation is valid until the 2024 AGM, or 30 June 2024 at the latest. The authorisation had not been
utilised as at 31 December 2023.
4. Equal treatment of shareholders and transactions with related parties
Pre-emption rights to subscribe
In the event of an increase in share capital, the Board shall propose that existing shareholders be granted
pre-emptive rights. If the Board decides to waive the pre-emptive rights of existing shareholders pursuant to
an authorisation granted to it by a general meeting of shareholders, the reason therefor shall be publicly
disclosed in a stock exchange announcement.
Trading in treasury shares
Any trading undertaken by the company in its own shares shall be carried out through the stock exchange,
and always at prevailing market prices. If there is limited liquidity in the company’s shares, other ways shall
be considered to ensure that all shareholders are treated equally. There has been no trading in treasury
shares after the IPO in 2018.
Approval of agreements with shareholders and related parties
In the event of not immaterial transactions between the company and its shareholders, a shareholder’s
parent company, members of the Board, executive personnel or close associates of any such party, the Board
shall arrange for an independent third-party valuation. There were no transactions with close non-group
Annual Report 2023
Page 28
related parties in 2023. For further details see Note 18 Related parties to the financial statements in the
Annual Report.
5. Shares and negotiability
poLight ASA has one class of shares and each share carries equal rights, including the right to participate in
general meetings. All shareholders shall be treated equally, unless there is just cause for treating them
differently. The company’s shares are freely negotiable.
6. General meetings
The general meeting of shareholders is the company’s highest decision-making body. The Board shall ensure
that the general meeting is an effective forum for communication between the shareholders and the Board,
and enable as many shareholders as possible to exercise their rights through their attendance. Extraordinary
general meetings (EGM) may be called by the Board at any time, or by shareholders representing at least 5%
of the shares.
Notification
The Board will ensure that proposed resolutions and any supporting material shall be sufficiently detailed
and comprehensive to enable shareholders to understand and form an opinion on all matters to be
considered at the general meeting.
Registration and proxies
Deadlines for shareholders to give notice of their attendance at the general meeting shall be set as close to
the date of the general meeting as practically possible. Shareholders who cannot attend the general meeting
may vote by proxy on each individual matter.
Agenda and execution
The agenda for the general meeting is set by the Board. The agenda shall include detailed information on the
resolutions to be considered, as well as the Nomination Committee’s recommendations. The shareholders
attending may vote to determine who will chair the general meeting.
The Board and the general meeting’s chair shall ensure that the shareholders are able to vote separately on
each candidate nominated for election.
Representatives of the Board and the Nomination Committee’s chair shall be present at general meetings.
Although general meetings will normally be chaired by the Board’s chair, the Board must also ensure that the
general meeting can appoint an independent chairperson.
In 2023, poLight held its AGM on 24 May.
7. Nomination Committee
Composition
The company shall have a nomination committee consisting of two to three members, see section 7 of its
Articles of Association. The general meeting elects the Nomination Committee’s members and chair, and
determines their remuneration.
As at 31 December 2023, the Nomination Committee elected by the AGM, consisted of the following three
members:
Annual Report 2023
Page 29
• Thomas Wrede Holm (Investinor) as chair, elected until annual general meeting of 2025,
• Jan Erik Hæreid (independent), elected until annual general meeting of 2024 and
• Anne E. H. Worsøe (independent), elected until annual general meeting of 2024.
None of the Nomination Committee’s members are members of the Board or executive management. The
majority of the Nomination Committee’s members are deemed to be independent of the company’s Board
and executive management.
In an extraordinary general meeting held 15 January 2024 the following members were elected:
• Jan-Erik Hæreid, chair and member with an election period up to the ordinary general meeting in
2025,
• Anne E. H. Worsøe, member with an election period up to the ordinary general meeting in 2025, and
• Egil Garberg (Investinor), member with an election period up to the ordinary general meeting in 2025.
None of the Nomination Committee’s members are members of the Board or executive management all the
members are deemed to be independent of the company’s Board and executive management.
Tasks
The Nomination Committee is responsible for recommending candidates for election to the Board and the
Board’s chair, and the remuneration payable to members of the Board and its sub-committees. It also
recommends candidates for election to the Nomination Committee itself. The objectives, responsibilities
and functions of the committees are detailed in the company’s “Guidelines for the Nomination
Committee”.
All shareholders are entitled to nominate candidates for election to the Board of poLight ASA. Nominations
are submitted by sending an e-mail to the Nomination Committee’s chair at the following address:
je@alliance.vc. Nominations must be received well in advance to be considered for election at poLight’s
AGM. All proposals should include information about the candidate, grounds for consideration and contact
details for the person nominating the candidate concerned.
8. The Board of Directors – composition and independence
According to the company’s Articles of Association, the Board of Directors shall consist of up to five members.
At 31 December 2023, the Board consisted of the following five members: Grethe Viksaas (Chair), Ann-Tove
Kongsnes (Deputy chair), Thomas Görling and Svenn-Tore Larsen. In an extraordinary general meeting held
15 January 2024 Jean-Christophe Eloy and Marianne Bøe were elected as new members of the Board, both
with election periods until the ordinary general meeting in 2025. Deputy Chair Ann-Tove Kongsnes resigned
from the Board.
The Board’s chair has been elected by the general meeting. Members of the Board are elected for a term of
up to two years at a time and may be re-elected. poLight’s annual report and website provide details of board
members’ background and expertise.
All members of the Board are considered independent of executive management and material business
associates. Further, all members of the new board are independent of the company’s major shareholder(s).
The Board of Directors does not include executive personnel.
Annual Report 2023
Page 30
Name
Role
Considered
independent
Served
since
Served to/
Term expires
Participation
at Board
Meetings 2023
Shares in poLight
31 December
(direct/ indirect)
Grethe Viksaas
Chair
Yes
June 2018
AGM 2023
86%
Ann-Tove
Kongsnes
Deputy
chair
No
December
2011
Served to
January 2024
100%
8,899,290 (1)
Thomas Görling
Board
member
No
May 2021
AGM 2023
100%
Juha Alakarhu
Board
member
Yes
May 2019
Served to
May 2023
100%
Svenn-Tore
Larsen
Board
member
Yes
May 2019
AGM 2023
57%
1) Ann-Tove Kongsnes is Investment Director and Head of International Affairs at Investinor AS. Investinor Direkte AS held 8.9
million shares in poLight ASA at 31 December 2023
Members of the Board of Directors are encouraged to own shares in the company.
9. The work of the Board of Directors
The Board of Directors’ tasks
The Board of Directors is elected by the shareholders to oversee executive management, and to make sure
that the long-term interests of shareholders and other stakeholders are properly served. The Board has
ultimate responsibility for management and the company’s activities in general. Its main responsibilities
include the company’s organisation and planning, and the control and supervision of its operations.
The Board shall also ensure that the organisation of the company’s accounting and cash management is
compliant and under satisfactory control. The Board adopts an annual plan for its work, with particular
emphasis on objectives, strategy and implementation.
Instructions to the Board of Directors
The Board has issued instructions for its own work, as well as for the CEO, to allocate duties and
responsibilities between the CEO and the Board of Directors. The instructions are based on applicable laws
and well-established practices. The current instructions were last amended by the Board in April 2015.
Members of the Board of Directors and the company’s executive management shall notify the Board in the
event of any material direct or indirect interest in a transaction entered into by the company.
The Board’s instructions state that, in situations when its chair cannot, or should not, lead the work of the
Board, the longest-serving director shall chair the Board, until an interim chairperson has been elected by
and from among the directors present.
Audit and Sustainability Committee
The Audit and Sustainability Committee supports the Board with respect to the assessment and control of
financial risk, financial and sustainability reporting, auditing and control, and prepares discussions and
resolutions for board meetings. The Audit and Sustainability Committee does not make decisions on behalf
of the Board, and the establishment of the committee does not alter the Board’s legal responsibilities or
tasks. In addition, under the whistleblower procedure, complaints from employees and other concerned
Annual Report 2023
Page 31
parties are received and followed up by the Audit and Sustainability Committee. The Chief Financial Officer
participates in the meetings. The committee meet quarterly as a minimum but may meet more frequently if
deemed advisable. One meeting per year is held with the auditor without the Chief Financial Officer or any
other members of the Group Management and administration being present.
The Audit and Sustainability Committee held six meetings in 2023 and was in regular contact with the
company’s auditor regarding audits of the statutory accounts. The committee also assesses and monitors the
auditor’s independence, including non-audit services provided by the auditor.
The committee makes recommendations to the Board with respect to;
• the Company’s financial statements, accounting and financial reporting processes and financial
statement audits
• the Company’s compliance with legal and regulatory requirements
• the Company’s independent auditors’ qualifications, independence and performance
The tasks and rules of procedure of the Audit Committee are further regulated in the Audit and Sustainability
Committee Charter.
The Audit and Sustainability Committee shall consist of at least two members of the Board. The committee
shall in total have the expertise that, based on the company’s organisation and operations, is necessary to
carry out its tasks. At least one of the members of the committee is to be independent of the operations and
have accounting or auditing qualifications. The Board shall appoint one member of the committee to be its
chair.
As at 31 December 2023, the Audit and Sustainability Committee consisted of the following two members:
Ann-Tove Kongsnes (leader) and Grethe Viksaas. In a board meeting held 16 January 2024 was Ann-Tove
Kongsnes replaced by Marianne Bøe as the new leader.
Remuneration Committee
The Board of Directors has established a remuneration committee which assists and facilitates decision-
making related to the remuneration of executive personnel. The purpose of the Remuneration Committee is
to ensure thorough and independent preparation of matters relating to compensation to the executive
personnel. The Remuneration Committee puts forth a recommendation for the Board of Directors’ guidelines
for remuneration to senior executives in accordance with section 6-16a of the Norwegian Public Limited
Liability Companies Act.
The Remuneration Committee shall consist of at least two members of the Board of Directors. The
Remuneration Committee’s members and chair are appointed for a term of two years. All members must be
independent of the company’s executive management.
As at 31 December 2023, the Remuneration Committee consisted of the following members: Grethe Viksaas
and Thomas Görling.
Evaluation of the Board
The Board evaluates its performance and expertise annually.
Annual Report 2023
Page 32
10. Risk management and internal control
The Board places a high priority on managing risk, and has established routines and policies to limit overall
risk exposure. The rules and guidelines take into account the extent and nature of the company’s activities
and the integration of stakeholder considerations in the company’s value creation through its corporate
values, ethical guidelines and corporate social responsibility policies.
The Board conducts an annual review of the company’s most important areas of risk exposure and its internal
control arrangements.
poLight’s risk management is based on the principle that risk assessment is an integral part of all business
activities. As a technology company with global operations, poLight is exposed to various risk factors of a
financial and operational nature, which may affect business activities and the company’s financial position.
Management reports monthly to the Board of Directors on key operational developments, including project
risk assessments, and on financial performance. In addition, quarterly financial reports are prepared and
distributed to the financial market, in accordance with the Oslo Stock Exchange’s requirements.
Detailed information on the company’s operational and financial risks are included in the Annual Report.
11. Remuneration of the Board of Directors
The remuneration payable to board members is decided by the AGM, based on the Nomination Committee’s
recommendation. The remuneration paid shall reflect the Board of Directors’ responsibilities, competence,
time involved, and the complexity of the business.
The remuneration of the Board of Directors shall not be performance-based and shall not contain option
elements. Members of board sub-committees shall be compensated separately. The company shall not
provide loans to board members. Detailed information on the remuneration of board members is specified
in Note 18 to the consolidated financial statements.
Members of the Board of Directors and/or companies with which they are associated should not take on
specific assignments for the company in addition to their directorships. Should they do so, however, this must
be disclosed to the full Board. The remuneration for such additional duties must be approved by the Board
of Directors.
12. Remuneration of executive management
The Board of Directors prepares guidelines for the remuneration of the company’s executive management.
These guidelines are communicated annually to the Annual General Meeting. A separate remuneration
report will be published on poLight's website as a part of the notification of the Annual General Meeting.
The remuneration paid to members of executive management consists of a fixed salary in combination with
certain benefits in kind and a performance-based bonus, in addition to participation in a share option
scheme. See Note 5.2 Employee benefits expense, in the consolidated financial statements for further details.
Performance-related remuneration of executive personnel in the form of share options, bonus programmes,
or the like, shall be linked to value creation for the shareholders or the company’s earnings performance over
time.
Annual Report 2023
Page 33
13. Information and communications
The Board places great emphasis on open, honest and timely dialogue with shareholders, potential investors,
analysts and other participants of the capital markets. The primary purpose of poLight’s external information
activities, is to provide the financial markets with sufficient information to accurately appraise the company’s
shares. Such information shall be presented factually and soberly, and shall be issued using methods and
channels that ensure simultaneous, fair and wide distribution. All information is published in English, which
is poLight’s corporate language.
The company’s primary channels for communication are its interim reports, the annual report and associated
financial statements. poLight also issues other notices to shareholders when appropriate. All reports and
notices are issued and distributed in accordance with the Oslo Stock Exchange’s rules and practices, and are
made available on the company’s website, and at www.newsweb.no.
poLight has adopted an investor relations policy and guidelines for the company’s contact with shareholders
other than through general meetings. The CEO and the CFO are responsible for communicating with
shareholders, the stock exchange, analysts and the media. The general meeting provides a forum for
shareholders to raise issues with the Board. The Board of Directors will review and evaluate the content of
the IR policy at least annually.
14. Takeovers
General
In the event of a takeover bid, the Board of Directors and the company’s executive management each have
an individual responsibility to ensure that the company’s shareholders are treated equally, and that the
company’s activities are not unnecessarily interrupted. The Board has a special responsibility to ensure that
the shareholders have sufficient information and time to form an informed opinion about the offer.
The Board has established guiding principles for how it will act in the event of a takeover bid. These are
available at www.polight.com.
If an offer is made for the company’s shares, the Board shall issue a statement evaluating the offer, and make
a recommendation as to whether, in the Board’s opinion, the shareholders should or should not accept the
offer. If the Board finds itself unable to give a recommendation to shareholders on whether or not to accept
the offer, it should explain the reasons for this. The Board of Director’s statement on a takeover bid shall
make it clear whether the views expressed are unanimous, and if this is not the case, it shall explain the
reasons why specific members of the Board do not endorse the statement.
The Board shall consider whether to arrange a valuation from an independent expert. If any member of the
Board, or close associates of such member, or anyone who has recently held such a position but has ceased
to do so, is either the bidder or has a particular personal interest in the bid, the Board shall arrange an
independent valuation. This shall also apply if the bidder is a major shareholder. Any such valuation should
either be enclosed with the Board’s statement or reproduced or referred to in the statement.
15. Auditor
The company’s external auditor is KPMG. Each year, the Audit and Sustainability Committee ensures that it
receives a presentation of the auditor’s plan for its annual audit of the company. Additionally, the Audit and
Sustainability Committee requires the auditor to participate in committee meetings where any of the
following is on the agenda: the annual financial statements, accounting principles, assessment of any
Annual Report 2023
Page 34
important accounting estimates and matters of importance on which there has been disagreement between
the auditor and the company’s management.
At least once a year, the Audit and Sustainability Committee and the auditor will jointly review the company’s
internal control procedures, including identification of weaknesses and proposals for improvement. The
auditor also at least once a year meets with the committee without the presence of the CEO and CFO.
The remuneration paid to the auditor is approved by shareholders at the AGM. The Audit and Sustainability
Committee will provide the AGM with a breakdown of the fee paid for audit work and fees paid for other
services, if any.
Annual Report 2023
Page 35
GROUP FINANCIAL STATEMENTS
Consolidated statement of income for the year ended 31 December
(in NOK 000)
Note
2023
2022
Sale of goods
4
Rendering of services
Revenue
Cost of sales
5.1
Gross profit
Research and development expenses
5.4
-34 616
-32 907
Sales and marketing expenses
5.5
-17 712
-13 122
Operational / supply chain expenses
5.6
-16 684
-9 179
Administrative expenses
5.7
-21 971
-12 068
Depreciation, amortisation and net impairment losses
8,9,11
-9 670
-10 400
Operating profit / loss (-)
-88 492
-69 140
Finance income
5.9
Finance costs
5.9
-1 295
-753
Net financial items
Profit / loss (-) before tax
-85 269
-67 644
Income tax expense
6
-220
-242
Profit / loss (-) for the year
-85 489
-67 886
Attributable to:
Equity holders of the parent
-85 489
-67 886
Non-controlling interests
Earnings per share:
Basic, attributable to ordinary equity holders of the parent (NOK)
7
-1.40
-1.31
Diluted, attributable to ordinary equity holders of the parent (NOK)
7
-1.40
-1.31
Annual Report 2023
Page 36
Consolidated statement of comprehensive income for the year ended 31 December
(in NOK 000)
Note
2023
2022
Profit / loss (-) for the year
-85 489
-67 886
Other comprehensive income
Exchange differences on translation of foreign operations
Income tax effect
Net other comprehensive income to be reclassified to profit or loss in subsequent
periods
Total comprehensive income for the year, net of tax
-85 338
-67 791
Attributable to:
Equity holders of the parent
-85 338
-67 791
Non-controlling interests
Annual Report 2023
Page 37
Consolidated statement of financial position as at 31 December
(in NOK 000)
Note
2023
2022
ASSETS
Property, plant and equipment
8
Intangible assets
9
Right-of-use assets
11
Total non-current assets
Inventories
12
Trade and other receivables
13.1,14
Prepayments
Cash and cash equivalents
15
Total current assets
Total assets
EQUITY AND LIABILITIES
Share capital
16
Share premium
16
Translation reserve
Retained earnings
Total equity
Lease liabilities
11
Total non-current liabilities
Trade and other payables
13.2
Current lease liabilities
11
Provisions
17
Total current liabilities
Total liabilities
Total equity and liabilities
Annual Report 2023
Page 38
Consolidated statement of changes in equity for the year ended 31 December
Attributable to equity holders of the parent
(in NOK 000)
Note
Share
capital
Share
premium
Retained
earnings
Translation
reserve
Total
As at 1 January 2022
Profit / loss (-) for the year
-67 886
-67 886
Other comprehensive income
Total comprehensive income
-67 886
-67 791
Share options exercised
16
Equity-settled share-based payments
5.2
Allocation to retained earnings
-63 788
At 31 December 2022
Profit / loss (-) for the year
-85 489
-85 489
Other comprehensive income
Total comprehensive income
-85 489
-85 338
Issue of ordinary shares
16
Share options exercised
16
Transaction costs
16
-22 702
-22 702
Equity-settled share-based payments
5.2
Allocation to retained earnings
-76 796
At 31 December 2023
Annual Report 2023
Page 39
Consolidated statement of cash flows for the year ended 31 December
(in NOK 000)
Note
2023
2022
Operating activities
Profit / loss (-) before tax
-85 269
-67 644
Adjustments for:
Depreciation and impairment of property, plant and equipment and right-of-
use assets
8
Amortisation and impairment of intangible assets
9
Net finance income
5.9
-3 223
-1 496
Equity-settled share-based payments
5.3
Gain on disposal of property, plant and equipment
-14
Other non-cash items
-807
-430
Changes in unrealised net foreign exchange rate differences/fluctuations
-18
Changes in working capital:
Increase (-) in trade and other receivables and prepayments
-2 374
Increase (-) in inventories
12
-24 512
-28 741
Increase (+) in trade and other payables
-2 723
Changes in provisions and government grants
17,14
Interest received
5.9
Interest paid
5.9
-259
-330
Income tax paid
-220
-242
Net cash flows used in operating activities
-94 631
-63 600
Investing activities
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
8, 9
-387
-9 202
Net cash flows used in investing activities
-9 202
Financing activities
Proceeds from issuance of ordinary shares
16
Proceeds from exercise of share options
16
Transaction costs on issuance of shares
16
-22 702
Payment of lease liabilities
11
-1 089
-964
Net cash flows from / (used in) financing activities
-710
Net increase in cash and cash equivalents
-73 513
Effect of exchange rate changes on cash and cash equivalents
-49
Cash and cash equivalents at 1 January
15
Cash and cash equivalents at 31 December
15
Annual Report 2023
Page 40
Notes to the Consolidated Financial statements
1 Corporate information
registered office is Innlaget 5, N-3185 Skoppum, Norway .
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 is based in Horten, Norway,
with employees in Finland, France, UK, US, China, Taiwan, and the Philippines. For more information, please visit
https://www.polight.com.
Information on the Group and related parties are presented in Note 18 Related parties.
The consolidated financial statements of poLight ASA and its subsidiaries (collectively, poLight or the Group) for the year ended 31
December 2023 were authorised for issue in accordance with a resolution of the Board of Directors on 24 April 2024, to be approved
by the annual general meeting on 22 May 2024.
2 Material accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with IFRS® Accounting Standards adopted by
the EU.
The consolidated financial statements have been prepared on a historical cost basis. The consolidated financial statements are
presented in Norwegian kroner (NOK), and all values are rounded off to the nearest thousand (NOK 000), unless otherwise indicated.
2.2 Basis of consolidation
The consolidated financial statements comprise the financial statements of poLight ASA and its subsidiaries.
2.3 Summary of material accounting policies
The following are the material accounting policies applied by the Group in preparing its consolidated financial statements:
Revenue from contracts with customers
The group has two revenue streams:
• Sales of TLenses and related driver ASICs.
The Group recognizes revenue from sale of TLenses and other components at the point in time when the control of goods is
transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in
exchange for those goods. Revenue is generally recognised on delivery of the goods.
• Non-recurring engineering (“NRE”) services related to customer development projects.
In certain cases, when the counterparty to the contract is a customer or a potential customer, the Group will engage in
customer development projects financed by the customer. In general, income is recognised when the project is finalised
according to the contract and the customer can obtain the benefits from the project. Revenue may be recognised over time
when one of the following criteria are met:
Annual Report 2023
Page 41
• Customer consumes benefits as the Group performs the service
• Customer controls benefits as the Group performs the service
Earned revenue for the period is earned revenue at the reporting date, less earned revenue in prior periods. If the project is
ongoing, income will be recognized continuously in accordance with the agreement, based on actual deliveries.
The Group has for the periods presented limited sales and revenues. Further information on revenue recognition or disclosures
according to IFRS 15 is consequently not relevant for these financial statements.
Foreign currencies
The Group’s consolidated financial statements are presented in Norwegian kroner (NOK), which is also the parent company’s
functional currency. For each entity, the Group determines the functional currency, and items included in the financial statements of
each entity are measured using that functional currency. The Group uses the direct method of consolidation, and on disposal of a
foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.
Differences arising on settlement or translation of monetary items are recognised in profit or loss.
On consolidation, the assets and liabilities of foreign operations are translated into NOK at the rate of exchange prevailing at the
reporting date, and the statement of profit or loss are translated at average monthly exchange rates. The exchange differences arising
on the translation are recognised in OCI. Exchange differences arising from the translation of net investment in subsidiaries and
borrowings are included in OCI. At December 31, 2023 an intercompany subordinated loan to poLight France SAS of EUR 2,650,000 /
NOK 29,787,325 (2022: EUR 2,750,000 / NOK 28,912,950) was regarded as a part of the net investment in poLight France SAS.
Government grants
Government grants are recognised when there is reasonable assurance that the grant will be received, and that all attached
conditions will be complied with. When the grant relates to an expense item, it is deducted from the related expense on a systematic
basis over the periods that the costs, which it is intended to compensate, are expensed. Where the grant relates to an asset, it reduces
the carrying amount of the asset. The grant is then recognised as income over the useful life of the depreciable asset, by way of a
reduced depreciation charge.
Taxes
Current income tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively
enacted at the reporting date in the countries where the Group operates and generates taxable income.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations
are subject to interpretation, and it establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities, and their
carrying amounts, for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised for: all deductible temporary differences: the carry forward of unused tax credits and unused tax
losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax
assets are reassessed at each reporting date, and are recognised, to the extent that it has become probable that future taxable profits
will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected
Annual Report 2023
Page 42
to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the end of the reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised
in correlation to the underlying transaction, either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against
current income tax liabilities, and the deferred taxes relate to the same taxable entity and the same taxation authority.
Property, plant and equipment
Office/lab upgrades and equipment are stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if
any. Such cost includes the cost of replacing parts of the facility upgrades and equipment. Repair and maintenance costs are
recognised in the profit or loss as incurred. Refer to Significant accounting judgements, estimates and assumptions (Note 3).
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
• Leased building: The duration of the lease agreement
• Equipment: 3 to 5 years
An item of office/lab upgrade and equipment is derecognised upon disposal, or when no future economic benefits are expected from
its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of office/lab upgrade and equipment are reviewed at each financial
year end, and adjusted prospectively, if appropriate.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value
assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the
underlying assets.
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any
remeasurement of lease liabilities.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the
assets, as follows:
• Office & lab lease, headquarter
The right-of-use assets are also subject to an impairment assessment.
In calculating the present value of the fixed lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable.
The Group applies the short-term lease recognition exemption to its short-term leases of office leases in Finland and China (i.e., those
leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also
applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease
payments on short-term leases and leases of low value assets are recognised as expense on a straight-line basis over the lease term.
Intangible assets
Intangible assets acquired separately, are measured on initial recognition at cost. Following initial recognition, intangible assets are
carried at cost less accumulated amortisation and accumulated impairment losses, if any. Internally generated intangible assets,
excluding capitalised development costs, are not capitalised, and expenditure is recognised in the statement of profit or loss when it
is incurred.
Annual Report 2023
Page 43
The useful lives of intangible assets are assessed as either finite or indefinite.
Development costs
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset
when the Group can demonstrate:
• The technical feasibility of completing the intangible asset, so that it will be available for use or sale
• Its intention to complete and its ability to use or sell the asset
• How the asset will generate future economic benefits
• The availability of resources to complete the asset
• The ability to measure reliably the expenditure during development
Expenses related to the development of the TLens® technology platform were recognised as an intangible asset with effect from
2015. The development project ended in 2019 when the initial mass production line was qualified. Since then, R&D resources have
been devoted primarily to improvement projects and helping customers to integrate TLens® into their products. Related costs have
therefore not been recognised as an intangible asset.
The company has also engaged in research/concept studies related to potential new products. However, as they have not met the
definition given above, they have not been defined as an intangible asset. This relates, for example, to the TWedge® – a potential
product for the enhancement of AR/MR display solutions.
Software license
Licences for the use of intellectual property are granted for periods ranging between three and five years, depending on the specific
licence.
A summary of the policies applied to the Group’s intangible assets is as follows:
Software licence
Development costs
Useful lives
Finite (3-5 years)
Finite (3-7 years)
Amortisation method used
Amortised on a straight- line basis
over the lives of the licences
Amortised on a straight- line basis over
the period of expected consumption of
future economic benefits from the
related project
Internally generated or acquired
Acquired
Internally generated
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity, and a financial liability or equity instrument of
another entity.
i) Financial assets
The Group´s financial assets are trade receivables, government grant receivables, accruals and cash.
Trade receivables are measured at the transaction price determined under IFRS 15 Revenue from contracts with customers. The
other financial assets are measured initially at fair value plus transaction costs.
Subsequently the assets are measured at amortised cost. Gains and losses are recognised in profit or loss when the asset is
derecognised, modified or impaired.
ii) Financial liabilities
Financial liabilities are recognised initially at net of directly attributable transaction costs and subsequently measured at amortised
cost.
Annual Report 2023
Page 44
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Impairment of financial assets
For trade receivables and contract assets, the Group applies a simplified approach in calculating expected credit losses (ECLs).
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each
reporting date.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Inventories
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition, are accounted for as follows:
Components:
• Purchase cost on a first-in, first-out basis
Finished goods and work in progress:
• Cost of direct materials and services from subcontractors
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs to sell. When determining the net realisable value, the Group assesses the provision for obsolescence. Customers’
demand and age are parameters that are considered when assessing this provision.
Impairment of non-financial assets
Disclosures relating to impairment of non-financial assets are summarised in the following notes:
• Disclosures of significant judgements and estimation uncertainty Note 3
• Property, plant and equipment Note 8
• Intangible assets Note 9
• Research and development costs Note 10
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or
when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable
amount is the higher of an asset’s or Cash-Generating Unit (CGU)’s fair value less costs of disposal and its value in use. The recoverable
amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets, or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is
considered impaired, and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value, using a discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of
disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model
is used.
Value in use impairment calculation is based on detailed budgets and forecasts and with use of scenario analyses. These budgets and
forecast calculations are generally covering a period of five years. A long-term growth rate is calculated and applied to project future
cash flows after the fifth year.
Impairment losses are recognised in the consolidated statement of comprehensive income.
Cash and short-term deposits
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand, and short-term deposits
with a maturity of three months or less, which are subject to an insignificant risk of changes in value.
Annual Report 2023
Page 45
For the purpose of the consolidated statement cash flows, cash and cash equivalents consist of cash and short-term deposits as
defined above, as they are considered an integral part of the Group’s cash management.
Provisions
The Group’s terms and conditions agreed with the customers contains a warranty clause. A general provision to meet potential claims
under the clause have been recognised (Note 17 Provisions).
Pensions and other post-employment benefits
The Group operates one defined contribution plan. Contributions are recognised in the statement of income in the period in which
the contribution amounts are earned by the employee.
Share option plans
Employees (including senior executives) of the Group have received remuneration in the form of share options in poLight ASA (equity-
settled transactions). The fair value of share options that are granted has been calculated using the Black-Scholes option pricing
model. The basis for the valuation comprises several factors that affect the calculated fair value of granted share options like the
share price at the date of the grant, exercise price (strike), the likelihood of holding the share options to expiry date, risk-free interest
rate and the volatility that is deemed based on historic volatility of the poLight share.
The cost of equity-settled transactions is recognised in employee benefits expense (Note 5.3 Employee benefits expense), together
with a corresponding increase in equity (other equity) over the period in which the service and, where applicable, the performance
conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date
until the vesting date, reflects the extent to which the vesting period has expired, and the Group’s best estimate of the number of
equity instruments that will ultimately vest. The share options expense recognised in the income statement includes accrued
employer’s national insurance contribution (“NICs”) expenses that are calculated based on the number of vested share options and
a proportion of share options under vesting multiplied by the difference between market price and exercise price at the end for the
period. The NICs is accounted for as a cash settled element with a liability recognised in the consolidated statement of financial
position. The expense in the consolidated statement of income for a period, represents the movement in cumulative expense
recognised as at the beginning and end of that period.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share
(further details are given in Note 7).
3 Significant accounting judgements and key sources of estimation uncertainty
3.1 Significant judgements in applying the Group’s accounting policies
The following summarizes the most significant judgements used in preparing the consolidated financial statements.
Share option plans
Estimating fair value for share option plans transactions requires determination of the most appropriate valuation model, which
depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the
valuation model, including the expected life of the share option, volatility and dividend yield, and assumptions about the inputs.
For determining the fair value of equity-settled transactions with employees at the grant date, the Group uses the Black-Scholes
option pricing model. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed
in Note 5.3 Employee benefits expense.
Development costs
Initial capitalisation of costs is based on management’s assessment that technological and economic feasibility is likely, usually when
a product development project has reached a defined milestone, according to an established project management model. Cost of
material used in manufacturing line until status of “mass production” is achieved is recognised as development costs to the extent
Annual Report 2023
Page 46
that it is not sellable parts. In determining the amounts to be capitalised, management makes assumptions regarding the expected
future cash generation of the project, discount rates to be applied, and the expected period of benefits.
Impairment of non-financial assets
The management has evaluated that the group as a whole is one cash generating unit (CGU) for impairment testing, see note 10.
Judgements are required to determine if impairment indicators are present. During 2023, no impairment indicators have been
identified, and no impairment test has been performed. As the group as a whole is one CGU, the market capitalisation based on the
company’s share price is both one of the impairment indicators and basis for estimating fair value less cost of sales if an impairment
test should be performed. See Note 10 Development costs for further details. See also note 3.2. below.
3.2 Key sources of estimation uncertainty – significant accounting estimates
The preparation of poLight’s consolidated financial statements requires the use of accounting estimates. These estimates affect the
reported amounts of assets, liabilities, income and expenses, and the accompanying disclosures. Accounting estimates and
assumptions, which are continuously reviewed, are based on historical experience and various other factors that are believed to be
reasonable and appropriate under the circumstances. Uncertainty about these estimates and assumptions could result in outcomes
that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The following summarizes the most significant estimates used in preparing the consolidated financial statements.
Provision for obsolescence
When estimating net realisable value of the inventory the Group assesses the provision for obsolescence. Customers’ demand,
expected sales prices obtainable in the market and age are parameters that are considered when assessing this provision. Customers’
demand for each product and each variant of the products are determined based on feedback from customers using the TLens® in
released products as well as completed and ongoing PoC’s. Specifically, poLight has made provision on most of the first generation
of the TLenses as it most likely is not addressable to the smart phone market or other mass market products as was intended originally
when the wafers were produced. In addition, a general provision has been made for aging of wafers. As there have been limited sales
volumes to date, the provisions made are subject to significant estimation uncertainty.
The provision is disclosed in Note 12 Inventories.
Impairment of non-financial assets
As described in note 3.1 and note 10 Development costs, the Group has not performed an impairment test during 2023, among other
things with reference to its market capitalisation. The market capitalisation at 31 December 2023 materially exceeded the carrying
amount of equity. The share price has in the first quarter of 2024 declined materially, especially following the announcement of the
preferential rights issue to be carried out, but market capitalisation at the end of the first quarter 2024 was still above the carrying
amount of equity at 31 December 2023. If the market capitalisation should decline below the carrying amount of equity, or other
impairment indicators are present, the Group would have to perform an impairment test, which could result in an impairment charge
being recognised.
4 Segment information
The Group has only one operating segment – the TLens® technology platform, consistent with the reporting to the CEO and the
Board.
poLight’s product TLens® may be used in devices such as smartphones, wearables, barcode, machine vision systems and various
medical equipment. poLight's TLens® enables better system performance and new user experiences due to benefits such as extremely
fast focus, small footprint, no magnetic interference, low power consumption and constant field of view.
Annual Report 2023
Page 47
Geographical distribution
Revenue
(in NOK 000)
2023
2022
America
5 990
2 198
Asia
11 818
6 222
Europe
4 702
4 943
Total
22 511
13 363
Geographical distribution
Right-of-use assets
Machinery & equipment
Development costs
(in NOK 000)
2023
2022
2023
2022
2023
2022
Norway
2 915
3 871
1 947
2 689
17 580
24 855
France
0
0
9
21
0
0
Finland
0
0
61
50
0
0
Taiwan
0
0
30
1 490
0
0
The Philippines
0
0
7 176
6 461
0
0
China
0
0
16
36
0
0
Total
2 915
3 871
9 239
10 748
17 580
24 855
All patents and most of the economic IP (intellectual property) is owned by parent company based in Norway. A sales office has been
established in China, with a parent holding company in Hong Kong.
5 Other income/expenses
5.1 Specification of Cost of Sales
(in NOK 000)
Note
2023
2022
Wafer and assembly production cost, outsourced
7 556
4 490
Customer customisations, employee expense
5.3
248
0
Final testing, employee expense
5.3
871
0
Depreciation of final testing equipment
8
264
0
Change in inventory obsolescence provision
12
1 410
336
Total Cost of Sales
10 349
4 826
5.2 Specification of operating expenses by nature
(in NOK 000)
Note
2023
2022
Employee benefits expense
1)
5.3
68 725
45 614
Depreciation and amortisation
9 670
10 400
Other operating expenses
22 258
21 663
Total operating expenses
100 653
77 676
1) Including consultants engaged on long-term contracts
Annual Report 2023
Page 48
5.3 Employee benefits expense
(in NOK 000)
2023
2022
Included in Research and development expenses:
Wages and salaries
10 616
10 533
Consultants engaged on long-term contracts
10 108
8 540
Social security costs
2 087
1 935
Pension costs
516
554
Other benefits and social costs
363
422
Share based compensation costs
2 053
893
Grants
-495
-802
Included in Sales and marketing expenses:
Wages and salaries
5 054
3 354
Consultants engaged on long-term contracts
6 297
3 292
Social security costs
993
616
Pension costs
246
176
Other benefits and social costs
173
135
Share based compensation costs
1 976
1 883
Included in Operational / supply chain expenses:
Wages and salaries
2 141
1 679
Consultants engaged on long-term contracts
6 194
3 574
Social security costs
421
308
Pension costs
104
88
Other benefits and social costs
73
67
Share based compensation costs
2 188
466
Included in Administrative expenses:
Wages and salaries
10 631
8 770
Consultants engaged on long-term contract
238
80
Social security costs
2 090
1 611
Pension costs
516
461
Other benefits and social costs
363
352
Share based compensation costs
3 779
-3 375
Total employee benefits expense
68 725
45 614
Average number of man-years, employees
23
23
Average number of man-years, total
38
35
Bonus program
All employees are included in a cash bonus programme, with identical bonus criteria for all employees except the CEO. The bonus is
calculated based on fixed salary, with maximum (for the period 2022-2023) 50% for the CEO, 30% for the other members of the
Executive Management Team, 20% for department managers and 10% for other employees. With effect from 2024 the maximum
bonus is 80% for the CEO, 40% for the other members of the Executive Management Team, 20% for department managers and 10%
for other employees. The bonus costs are included in “Wages and salaries” and “Consultants engaged on long-term contracts”.
Annual Report 2023
Page 49
Pensions
poLight ASA (the Group’s Norwegian company) is subject to the requirements of the Mandatory Occupational Pensions Act, and the
company’s pension scheme follows the requirements of the Act. As the subsidiaries in France, Finland and China are not subject to
mandatory pension schemes in addition to the national insurance schemes, no pension scheme has been established there.
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 and 2023, 7% of the salary between 0G (1G=NOK 118,620) and 7.1G, and 15% of the salary between 7.1G and 12G
was calculated. The period’s contributions are recognised in the Consolidated statement of income.
(in NOK 000)
2023
2022
Defined contribution plan
1 299
1 195
Social security tax
183
168
Total pension cost
1 483
1 363
Share option plans (equity-settled)
Share options in the parent company are granted to all employees. The exercise price of the share options is equal to, or higher than,
the market price of the underlying shares on the date of grant. The company have two programs.
Program 1: The share options in each agreement are vested over 3 years, and exercisable with 1/36 each month over 3 years,
at the expiry of each calendar month, starting at the date of grant. The company is liable for corporate taxes including National
Insurance up to 20%.
Program 2: The share options in each agreement are vested over 3 years, and exercisable when fully vested. The employee
covers all corporate taxes including National Insurance.
Both programs are conditional on the employee’s continued employment in poLight.
The share options can be exercised up to two years after the three-year vesting period. 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.
Share option expense
(in NOK 000)
2023
2022
Share based compensation costs
8 101
4 821
Employer’s national insurance contribution
1 894
-4 953
Recognised as employee benefits expense
9 996
-133
The share options expense includes accrued employer’s national insurance contribution expenses that are calculated based on the
number of vested share options and a proportion of share options under vesting multiplied by the difference between market price
and exercise price at the end for the period.
The board is authorised to issue additional shares - in share option scheme - up to total par value of NOK 264,653 (6,616,322 shares
at par value of NOK 0.04).
Annual Report 2023
Page 50
Outstanding share options at December 31, 2023
Year
granted
Average Exercise
price (NOK)
Outstanding no.
of share options
Exercisable no.
of share options
Remaining
contractual life
(years)
Total expensed
(in NOK 000)
Remaining
estimated expense
(in NOK 000)
2018
10.00
1 602 710
1 602 710
1.49
8 588
0
2019
3.78
185 545
185 545
0.47
375
0
2019
5.40
231 655
231 655
0.47
303
0
2019
6.75
323 460
323 460
0.47
262
0
2020
14.98
948 335
948 335
1.67
6 482
0
2021
22.80
17 361
17 361
0.33
7 332
1 402
2022
21.00
0
0
0
1 110
525
2023
21.26
1 470 000
117 500
4.70
1 667
5 879
2023
12.82
800 000
71 556
4.75
685
1 405
Total
5 579 066
3 498 122
26 804
9 211
The terms of the stock options imply that exercise windows for exercising 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 1.6 million 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. Fair value of the extended date of exercise was measured using the Black-Scholes option
pricing model. The fair value was measured to NOK 2.4 million being the difference between i) Fair value of the original scheme
measured at the time of change of expiry date and ii) Fair value of updated scheme measured at time of change of expiry date. Since
the share options was all vested at the date of the extension all the expense has been recognised in 2023.
The board also offered a replacement share option agreement (after cancellation) to those how got share options at strike 22.80
(2021) and 21.00 (2022). 800,000 share options were cancelled and replaced with a new share option agreement at strike 12.82. The
fair value of the new share options was measured to NOK 2.1 million net after reduction of the fair value of the cancelled share
options.
Reconciliation of outstanding share options
2023
2022
Number of
share options
WAEP
Number of
share options
WAEP
Outstanding at 1 January
4 238 646
12.9
4 045 865
12.4
Granted during the year
2 270 000
12.5
220 000
21.0
Forfeited during the year
-65 556
22.1
0
Cancelled during the year
-800 000
22.4
0
Exercised during the year
-48 330
5.9
-27 221
9.4
Expired during the year
-15 693
14.9
0
Outstanding at 31 December
5 579 066
11.3
4 238 646
12.9
In % of outstanding shares
8.43 %
8.16 %
Exercisable at 31 December
3 498 122
10.6
3 275 312
10.6
Annual Report 2023
Page 51
The weighted average exercise price (WAEP) for the share options exercised during 2022 was NOK 5.9 (2022: NOK 9.4), and the
average market price at the exercise dates was NOK 12.27 (2022: NOK 25.1).
The weighted average exercise price for the share options outstanding as at 31 December 2023, was NOK 11.3 (2022: NOK 12.9) with
a range from NOK 3.78 to NOK 22.80. The weighted average remaining contractual life for the share options outstanding as at 31
December 2023 was 2.69 years (2022: 2.01 years).
At the end of the year, the weighted average exercise price was NOK 10.6 (2022: NOK 10.6) on exercisable options.
In the case of an offeror becomes the owner of at least 9/10 of the issued shares of poLight, all of the unvested share options becomes
immediately vested.
Share option valuation
The fair value of the options granted in 2023 has been calculated to NOK 7.5 million excluding social security expenses (2022: NOK
1.8 million), by using the Black-Scholes option pricing model.
The basis for the valuation comprises several factors that affect the calculated fair value of granted options. The assumptions used
in the calculation was:
2023
2022
Program 1
Program 2
Program 1
Program 2
Price at grant date
NOK 12.15
NOK 12.15
NOK 20.05
NOK 20.05
Exercise price
NOK 12.15
NOK 12.15
NOK 21
NOK 21
Maximum
1)
option life
5 years
5 years
5 years
5 years
Assumed option life
2)
2.5 years
4 years
2.5 years
4 years
Risk-free interest rate
4.1%
4.1%
3.26%
3.26%
Volatility
60 %
60 %
60 %
60 %
Fair value per share option
NOK 4.8
NOK 6.0
NOK 7.5
NOK 9.5
1) 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.
2) The option life reflects the vesting time plus one year.
Expected vesting is estimated based on employee turnover, and volatility is deemed based on historic volatility.
Sensitivity analysis
The fair value of the share options granted in 2023 of NOK 7.5 million was determined based on an assumption of a volatility of 60%.
At a volatility of 80%, holding other assumptions constants, would have increased the fair value with NOK 1.9 million over the vesting
period. A decrease in the assumed lifetime of the share options with 1 year, would have decreased the fair value with NOK 1.4 million
over the vesting period.
Annual Report 2023
Page 52
5.4 Research and development expenses
(in NOK 000)
2023
2022
Employee benefits expense (incl. consultants)
25 743
22 878
Other operating expenses
10 990
14 922
Government grants
-2 117
-4 892
Capitalized
0
0
Total Research and development expenses
34 616
32 907
Research and development costs that are not eligible for capitalisation have been expensed in the period incurred and are recognised
as Research and development expenses.
R&D costs that are expensed, includes R&D management, patents, improvements of the TLens (see Note 14 Government grants),
feasibility study of new concepts, software license and costs related to integration of TLens in new customer applications/products.
None of the activities were eligible for capitalisation during 2023 and 2022 since these have so far been in an early phase from an
R&D point of view.
5.5 Sales and marketing expenses
(in NOK 000)
2023
2022
Employee benefits expense (incl. consultants)
14 739
9 457
Other operating expenses
2 973
3 666
Total Sales and marketing expenses
17 712
13 122
5.6 Operational/supply chain expenses
(in NOK 000)
2023
2022
Employee benefits expense (incl. consultants)
11 121
6 182
Other operating expenses
5 563
2 997
Total Operational / supply chain expenses
16 684
9 179
5.7 Administrative expenses
(in NOK 000)
2023
2022
Employee benefits expense
17 617
7 900
Other operating expenses
4 347
4 168
Total Administrative expenses
21 964
12 068
Annual Report 2023
Page 53
5.8 Auditor's remuneration
(in NOK 000)
2023
2022
Audit fee
1 528
798
Audit related fee
309
34
Tax fee
66
30
Other service fee
128
68
Total Auditor's remuneration
(excluding VAT)
2 031
930
5.9 Financial items
(in NOK 000)
2023
2022
Interest income
4 518
2 249
Finance income
4 518
2 249
(in NOK 000)
2023
2022
Net foreign exchange losses
1 020
385
Interest expense on lease liabilities
259
330
Finance expenses
16
38
Finance cost
1 295
753
6 Income tax
The significant components of income tax expense are:
(in NOK 000)
2023
2022
Consolidated statement of profit or loss
Current income tax expense
220
242
Deferred tax:
Relating to origination and reversal of temporary differences
0
0
Income tax expense reported in the statement of profit or loss
220
242
A reconciliation between tax expense and the product of accounting profit multiplied by Norway’s domestic tax rate is as follows:
(in NOK 000)
2023
2022
Calculated income tax at statutory rate of 22%
-18 759
-14 882
Government grants exempt from tax
-466
-1 015
Tax effect of permanent differences
1)
2 053
-41
Change in unrecognised deferred tax assets
14 162
16 280
Change in tax rate
3 314
0
Effect of different tax rates compared with Norwegian tax rate
43
-71
Foreign currency effects
14
-28
Adjustments previous year
-142
0
Income tax expense
220
242
Effective tax rate
0.3 %
0.4 %
1) Includes tax effect of share option expense, see Note 5.3 Employee benefits expense.
Annual Report 2023
Page 54
Movements in deferred tax balances
Balance at 31 December
2023
(in NOK 000)
Net balance at
1 January
Recognised in
profit or loss
Recognised in
OCI
Net
Deferred tax
assets
Deferred tax
liabilities
Property, plant and equipment
4
-91
0
-87
-87
0
Intangible assets
5 166
-135
0
5 031
5 031
0
Inventories
2 978
310
0
3 288
3 288
0
Group loan
-1 387
0
-445
-1 833
0
-1 833
Provisions
220
0
0
220
220
0
Tax losses carried forward
162 522
19 580
0
182 101
182 101
0
Tax assets (liabilities) before
set-off
169 502
19 664
-445
188 720
190 553
-1 833
Set-off of tax
0
-1 833
1 833
Unrecognised deferred tax
assets
-169 502
-19 664
445
-188 720
-188 720
Net tax assets (liabilities)
0
0
0
0
0
0
Balance at 31 December
2022
(in NOK 000)
Net balance
at 1 January
Recognised
in profit or
loss
Recognised
in OCI
Net
Deferred tax
assets
Deferred tax
liabilities
Property, plant and equipment
427
-423
0
4
4
0
Intangible assets
5 301
-135
0
5 166
5 166
0
Inventories
2 903
74
0
2 978
2 978
0
Group loan
-1 070
0
-318
-1 387
0
-1 387
Provisions
110
110
0
220
220
0
Tax losses carried forward
145 452
17 070
0
162 522
162 522
0
Tax assets (liabilities) before set-
off
153 123
16 696
-318
169 502
170 889
-1 387
Set-off of tax
0
-1 387
1 387
Unrecognised deferred tax assets
-153 123
-16 696
318
-169 502
-169 502
Net tax assets (liabilities)
0
0
0
0
0
0
Since the Group is still in an early commercialisation phase with significant losses, no deferred tax assets have been recognized.
Total unrecognised deferred tax assets net, relate to
(in NOK 000)
2023
2022
Norway (no expiry date)
184 398
162 193
France (no expiry date)
4 322
7 309
Total unrecognised deferred tax assets
188 720
169 502
7 Earnings per share
Basic earnings per share (EPS) is calculated by dividing the profit or loss for the year attributable to ordinary equity holders of the
parent, by the weighted average number of shares outstanding during the year.
The following table reflects the income and share data used in the basic and diluted EPS computations:
Annual Report 2023
Page 55
2023
2022
Weighted average number of ordinary shares for basic EPS
61 045 873
51 939 025
Effect of dilution:
Share options in-the-money (average)
2 883 370
3 073 867
Anti-dilutive for the periods presented
-2 883 370
-3 073 867
Weighted average number of shares adjusted for the effect of dilution
61 045 873
51 939 025
Fully vested and Exercisable share options have no dilution effect on EPS computations, because this would have decreased loss per
share.
There have been no other transactions involving ordinary shares, or potential ordinary shares, between the reporting date and the
date of authorisation of these financial statements.
(in NOK)
2023
2022
Profit / loss (-) attributable to ordinary equity holders of the parent
-85 489
-67 886
Earnings per share for income attributable to equity holders of poLight:
Basic
-1.40
-1.31
Diluted
-1.40
-1.31
8 Property, plant and equipment
(in NOK 000)
Building
Equipment
Total
Cost at 1 January 2022
1 126
12 861
13 987
Additions
106
9 096
9 202
Foreign currency translation effect
0
124
124
Cost at 31 December 2022
1 232
22 081
23 313
Accumulated depreciation and impairment losses at 1 January 2022
-113
-11 518
-11 631
Depreciation
-236
-482
-717
Impairment losses
0
-94
-94
Effect of changes in foreign exchange
0
-122
-122
Accumulated depreciation and impairment losses at 31 December 2022
-348
-12 217
-12 565
Net book value at 31 December 2022
884
9 864
10 748
Annual Report 2023
Page 56
(in NOK 000)
Building
Equipment
Total
Cost at 1 January 2023
1 232
22 081
23 313
Additions
16
371
387
Disposals at cost
0
-472
-472
Foreign currency translation effect
0
144
144
Cost at 31 December 2023
1 248
22 123
23 371
Accumulated depreciation and impairment losses at 1 January 2023
-348
-12 217
-12 565
Depreciation
-249
-1 303
-1 552
Impairment losses
0
0
0
Accumulated depreciation and impairment losses disposals
0
94
94
Effect of changes in foreign exchange
0
-108
-108
Accumulated depreciation and impairment losses at 31 December 2023
-598
-13 533
-14 131
Net book value at 31 December 2023
650
8 590
9 240
Estimated useful lives (years)
1)
3-7
1) Modifications and upgrades in leased premises are depreciated over the leasing period that is estimated to 5 years (including an
option to extend the lease with 2 years).
9 Intangible assets
(in NOK 000)
Development costs
and TLens patents
Software
license
Total
Cost at 1 January 2022
78 184
181
78 365
Cost at 31 December 2022
78 184
181
78 365
Accumulated amortisation and impairment losses at 1 January 2022
-44 807
-181
-44 988
Amortisation
-8 522
0
-8 522
Accumulated amortisation and impairment losses at 31 December
2022
-53 329
-181
-53 511
Net book value at 31 December 2022
24 855
0
24 855
Annual Report 2023
Page 57
(in NOK 000)
Development costs
and TLens patents
Software
license
Total
Cost at 1 January 2023
78 184
181
78 365
Cost at 31 December 2023
78 184
181
78 365
Accumulated amortisation and impairment losses at 1 January 2023
-53 329
-181
-53 511
Amortisation
-7 275
0
-7 275
Accumulated amortisation and impairment losses at 31 December
2023
-60 604
-181
-60 785
Net book value at 31 December 2023
17 580
0
17 580
Intangible assets with finite useful lives, are amortised systematically over their estimated useful lives, ranging between 3 and 7 years.
In 2008/2009, poLight acquired the core patents of the TLens® technology for NOK 5 million. The patents were granted in 10 different
countries in 2006. poLight has since invested substantial resources in research and product development of the TLens®.
poLight started amortising capitalised development costs for TLens Silver and the related ASIC driver in the second quarter of 2019
as they became ready for commercial shipments. The useful lives are deemed to be 7 years which correlates with the remaining
number of years of the first patent.
Research and development costs that are not eligible for capitalisation have been expensed in the period incurred and are recognised
in Research and development expenses net of government grants received.
10 Development costs
The part of poLight’s IP (intellectual property) that is recognised as an intangible asset, is the fundamental TLens® technology, which
can become a component in smartphones, wearables, augmented reality and various medical equipment, as well as a wide range of
industrial applications, such as barcode readers and machine vision/sensor applications.
(in NOK 000)
Carrying amount
before
impairment
Carrying amount
after impairment
Accumulated net
impairment loss
CGU: TLens® technology platform
At 31 December 2022
43 135
24 855
18 280
At 31 December 2023
35 860
17 580
18 280
The TLens® technology platform is poLight’s major asset. In January 2020, the first product using TLens Silver was launched within
the consumer market segment. A smartwatch phone for children, with a main camera with an advanced autofocus (AF) function
delivered by poLight. Since then, additional 14 design-wins have been achieved. Additional three in consumer products, one web cam
a second smartwatch and in January 2023 the first design-win in smartphone. poLight has also achieve several design wins in industrial
products like barcode, augmented reality (AR) and medical.
The company has one major asset, the TLens® technology platform and the management has evaluated that the group as a whole is
one CGU for impairment testing. The remaining carrying value of development costs are NOK 17.6 million and are related to TLens®
technology platform, that includes the ASIC driver. Indicators of impairment of the TLens ® technology platform have been reviewed,
and none identified.
TLens® Platinum, that is a larger version of the TLens® is still under development. Engineering samples have been produced and have
already been tested by some potential customers. However, activity to prepare TLens® Platinum for mass production has been put
on hold until the product is closer to the anticipated market breakthrough. In December 2019 a management assessment was made
Annual Report 2023
Page 58
and an impairment charge of NOK 18.3 million was recognised related to this product, reducing the carrying amount to NOK 0. This
variant of the TLens®, is still on the technological road map, and is planned to be continued when the product has sufficient customer
commitment.
In addition, management has evaluated that the equity value of the company is an indication of the fair value of the CGU. The
company’s shares are listed on Oslo Stock exchange, and fair value is estimated based on the observed share price. The fair value
measurement is categorized within level 2 of the fair value hierarchy in accordance with IFRS 13. It is considerable headroom between
the carrying value and the fair value less cost of disposal.
11 Lease agreements
poLight has entered into leases with regards to premises and office equipment used in its operations. In Norway, the company leases
lab facilities, including a clean room, and offices are leased in Norway, Finland and China. The premises in Norway comprises 852
square meters. The contract expires in July 2024 with an option to extend the lease agreement with additional 2 years. The option is
assumed to be utilised determining the lease period, increasing the lease assets and liabilities.
The office lease terms in Finland and China are terminable by both lessee and lessor with twelve months’ notice or less. The leases
of office equipment are with low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition
exemptions for these leases.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
Building
(in NOK 000)
2023
2022
At 1 January
3 871
4 778
Additions
152
159
Depreciation expense
-1 108
-1 066
At 31 December
2 915
3 871
Set out below are the carrying amounts of lease liabilities and the movements during the period:
(in NOK 000)
2023
2022
At 1 January
4 070
4 876
Additions
152
159
Termination of contract
0
0
Interest expense
259
330
Payments
-1 348
-1 295
At 31 December
3 133
4 070
Current, < 1 year
1 182
1 100
Non-current
1 951
2 970
The maturity analysis of lease liabilities are disclosed in Note 13.2 Financial liabilities.
Annual Report 2023
Page 59
The following are the amounts recognised in profit or loss:
(in NOK 000)
2023
2022
Depreciation expense of right-of-use assets
1 108
1 066
Interest expense on lease liabilities
259
330
Expense relating to short-term leases (included in research and development expenses)
529
407
Expense relating to short-term leases (included in sales and marketing expenses)
89
769
Expense relating to leases of low-value assets (included in administrative expenses)
42
46
Total amount recognised in profit or loss
2 026
2 617
The Group had total cash outflows for leases of NOK 2 007 in 2023 (2022: NOK 2 516). The Group also had non-cash additions to
right-of-use assets and lease liabilities of NOK 152 in 2023 (2022: NOK 159). The addition is attributable to the yearly adjustment in
lease payment for the company’s headquarters in Horten.
12 Inventories
(in NOK 000)
2023
2022
Components; mainly wafers (at cost)
78 837
50 143
Finished goods; lenses and driver ASICs (at cost)
6 195
8 968
Obsolescence provision (expensed as cost of sales)
-14 944
-13 534
Total inventories at the lower of cost and net realisable value
70 089
45 577
During 2023, NOK 1.4 million (2022: NOK 0.3 million) was recognised as an obsolescence expense for inventories carried at net
realisable value. This is recognised in cost of sales (Note 5.1 Cost of Sales).
13 Financial assets and financial liabilities
13.1 Financial assets
(in NOK 000)
2023
2022
Financial assets at amortised cost:
Trade receivables
4 265
3 026
Grants recognised, not received
2 117
4 614
Other receivables
1 813
747
Total financial assets
8 194
8 386
Total current
8 194
8 386
Total non-current
0
0
Trade receivables are non-interest bearing and generally on 30-day terms.
Annual Report 2023
Page 60
13.2 Financial liabilities
(in NOK 000)
2023
2022
Financial liabilities at amortised cost, other than interest-bearing loans and
borrowings:
Trade payables
5 893
10 612
Other payables
8 025
7 923
Accrued employer’s NICs on share option plan (note 5.3)
5 839
3 945
Provisions
1 000
1 000
Total
20 757
23 480
Total current
20 757
23 480
Total non-current
0
0
For all the financial liabilities the carry amounts represent a reasonable approximation of fair value.
Terms and conditions of the above financial liabilities
• Trade payables are non-interest bearing, and are settled on 15–45 day terms
• Other payables are non-interest bearing, and have an average term of 2.6 months
• Accrued employer’s NICs on exercisable share options with remaining contractual life of 2.69 years as at 31 December
2023. See Note 5.3 Employee benefits expense for additional information.
13.3 Financial instruments risk management objectives and policies
poLight’s principal financial assets include trade and other receivables, and cash. poLight’s principal financial liabilities comprise trade
and other payables, lease liabilities and provisions.
poLight is exposed to foreign currency risk, credit risk and liquidity risk. The Executive Management oversees the management of
these risks.
Foreign currency risk
Trade receivables, trade payables and inventory; poLight’s contracts with the suppliers of the actuator and the assembly of the
TLens®, are denominated in USD. Foreign currency risk will be mitigated by entering sales contracts in USD or using hedging
instruments. The group had not entered into any hedging instruments as at 31 December 2023.
Research and development (“R&D”); a significant part of the R&D expenses is in foreign currency. Services from subsidiaries are
invoiced in EUR and development programs at manufacturing partners are invoiced in USD. These activities have not been hedged
by entering into forward exchange rate contracts or other as of today.
Since the monetary assets and liabilities in foreign currency, as at 31. December mainly consists of trade payables and receivables
which are naturally hedged for the most part, any change in exchange rates will not have a material impact on the profit before tax,
nor the equity.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. poLight is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing
activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Historically, no bad debt has been recognised and since the trade receivables, post balance sheet date, have been paid in full, no
provision has been made.
Annual Report 2023
Page 61
Credit quality of a customer is assessed based on D&B’s credit rating scorecard and are regularly monitored. As at 31 December 2023,
most of other receivables consisted of government grants with low credit risk.
As at 31 December, the ageing analysis of the receivables is as follows:
Not past
due
Past due
(in NOK 000)
Total
< 30 days
30–60 days
61–90 days
91–120 days
> 120 days
2023
8 194
7 675
479
39
0
0
0
2022
8 386
6 512
1 874
0
0
0
0
Credit risk from balances with banks are mitigated using 5 different Norwegian banks with a deposit limit of NOK 40 million each.
Credit quality is assessed and regularly monitored.
Liquidity risk and Capital Management
The Group monitors its risk of a shortage of funds using 5 years forecasting model. At year-end, poLight had cash deposits of NOK
114.8 million. According to current plans, the Group’s cash deposits will fund activities through the fourth quarter of 2024. Thereafter,
additional capital will be required to continue poLight’s planned commercialisation of its TLens® technology.
The maturity analysis below shows the remaining contractual maturity of financial liability. The analysis shows contractual
undiscounted cash-flows (i.e., includes interest), and thus differs from the amounts recognised in the statement of financial position.
(in NOK 000)
< 3 months
3 to 12
months
1 to 5 years
> 5 years
Total
As at 31. December 2023
Lease liabilities
342
1 025
2 049
0
3 416
Trade and payables
17 774
1 983
0
0
19 757
18 116
3 008
2 049
0
23 173
(in NOK 000)
< 3 months
3 to 12
months
1 to 5 years
> 5 years
Total
As at 31. December 2022
Lease liabilities
346
1 015
3 232
0
4 593
Trade and other payables
20 679
1 801
0
0
22 480
Total
21 025
2 816
3 232
0
27 073
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital
ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust
the capital structure, the Group may issue new shares and/or debt. 18
th
April 2024 the company held an extraordinary general
meeting that approved to carry out an underwritten rights issue with gross proceeds of up to NOK 160 million, of which subscription
of shares for NOK 130 million will be underwritten. The underwriting agreements of NOK 130 million are unconditional and
irrevocable. All the conditions for the obligations of the underwriters have been met.
Annual Report 2023
Page 62
The Group monitors cash monthly towards 5-year budgets and forecasts.
(in NOK 000)
2023
2022
Trade and other payables
20 757
23 480
Less: cash and short-term deposits
-114 788
-84 249
Net debt
-94 031
-60 769
The Group's capital structure is primarily based on deposits.
14 Government grants
(in NOK 000)
2023
2022
Receivable at 1 January
4 614
7 280
Received during the year
-4 614
-7 558
Grants recognised as reduction of research and development expenses in the consolidated
statement of income
2 117
4 892
Receivable at 31 December
2 117
4 614
The group have received grants for development of next generation optical components based on TLens® technology and analyses
and testing activities to understand better relations between micro failure in optical components and mechanical, physical and
electric testing. The group has in addition received Tax Refund grants related to project for application reference design enabled by
poLight technology, autofocus lens and ASIC projects.
(in NOK 000)
2023
2022
Current
2 117
4 614
Non-current
0
0
Total
2 117
4 614
15 Cash and short-term deposits
(in NOK 000)
2023
2022
Cash at banks
113 602
82 936
Restricted cash, taxes withheld
1 186
1 313
Cash and short-term deposits
114 788
84 249
Cash at banks earns interest at floating rates based on daily bank deposit rates.
Annual Report 2023
Page 63
16 Issued capital and reserves
2023
2022
Ordinary shares
66 211 548
51 952 700
The shareholders are presented in Note 16 Share capital and shareholder information, in the financial statement of the parent
company, poLight ASA.
Shares issued and fully paid
Number of
shares
Issued capital
(in NOK 000)
At 1 January 2022 of NOK 0.20 each
10 385 096
2 077
Exercise of share options on 1 March 2022 each with a par value of NOK 0.20
777
0
Exercise of share options on 25 May 2022 each with a par value of NOK 0.20
4 667
1
Share split of 1:5 on 31 May 2022, par value of NOK 0.04
41 562 160
At 31 December 2022
51 952 700
2 078
Rights Issue on 10 May 2023 each with a par value of NOK 0.0.4
12 918 660
517
Underwriting commission related to the rights Issue on 10 May 2023 each with a par value of NOK
0.0.4
1 291 858
52
Exercise of share options on 18 September 2023 each with a par value of NOK 0.04
48 330
2
At 31 December 2023
66 211 548
2 649
(in NOK 000)
Share premium
At 1 January 2022
209 320
Exercise of share options on 1 March 2022 average of NOK 8.41
33
Exercise of share options on 25 March 2022 average of NOK 9.54
221
Allocated to retain earnings
-63 788
At 31 December 2022
145 785
Rights Issue on 10 May 2023 each with a par value of NOK 0.0.4
147 931
Decrease due to transaction costs for issued share capital
-22 702
Exercise of share options on 18 September 2023 each with a par value of NOK 0.04
285
Allocated to retain earnings
-76 796
At 31 December 2023
194 503
The board is authorised to increase the share capital issuing new shares up to a total nominal value of NOK 529,306 (13,232,644
shares at par value of NOK 0.04) that is approximately 20 per cent of shares outstanding, in addition to shares through share option
schemes.
Share option schemes
The board is authorised to issue shares through share option schemes up to a total nominal value of NOK 264,653 (6,616,322 shares
at par value of NOK 0.04), that is approximately 10 per cent of shares outstanding. The company’s share option schemes, with the
opportunity to subscribe for shares in poLight, have been offered all employees (Note 5.3 Employee benefits expense).
Annual Report 2023
Page 64
17 Provisions
(in NOK 000)
Warranty provision
Total
At 1 January 2022
500
500
New or increased provisions
500
500
At 31 December 2022
1 000
1 000
New or increased provisions
0
0
At 31 December 2023
1 000
1 000
Expected timing of cash flow
(in NOK 000)
Warranty
provision
Total
Current, < 1 year
1 000
1 000
Non-current
0
0
At 31 December 2023
1 000
1 000
Warranty provision
A general provision to meet potential claims under the warranty clause.
18 Related parties
The financial statements include the financial statements of the Group and the subsidiaries listed in the following table:
Name
Principal activities
Country of
incorporation
2023
2022
poLight ASA
R&D, Sales and
management
100 %
100 %
poLight France SAS
R&D
France
100 %
100 %
poLight Finland Oy
R&D
Finland
100 %
100 %
poLight Hong Kong Limited
Holding company
HK, China
100 %
100 %
poLight (Shenzhen) Technical
Service Company Limited
Sales
China
100 %
100 %
the largest shareholder was Investinor Direkte AS, with an ownership of 13.44%.
Transactions between group companies
Intercompany agreements are entered with all the subsidiaries in the Group. All sales in the subsidiaries are made with parent
company. All transactions are considered to be on an arm’s length basis.
(in NOK 000)
2023
2022
Purchases from subsidiaries
15 735
14 248
Annual Report 2023
Page 65
Subordinated loan
2023
2022
EUR 000
NOK 000
EUR 000
NOK 000
Subordinated loan agreement
2 650
29 787
2 750
28 913
A subordinated loan agreement was concluded on 29 December 2016, between poLight ASA and poLight France SAS. Only the part
that exceeds a prudent level, with regards to both equity and subordinated loan combined, shall be regarded as loan in respect to
interest accrual. For the financial year 2023, the entire principal is considered as equity, and not interest-bearing. Since the loan is
considered to be a part of the net investment in poLight France SAS, the currency translation effect is recognised in OCI. In the parent
company an impairment loss of NOK 27,487,325 related to the subordinated loan have been recognised, whereof NOK 374,375
recognised in 2023.
Transactions with other related parties
No transactions have been made with other related parties for the relevant financial years.
Compensation to management personnel and board of director’s
A separate remuneration report will be published on poLight's website as a part of the notification of the Annual General Meeting.
Management remuneration
In accordance with the Norwegian public Limited Companies Act §6-16 a, the board of directors prepares a separate statement
related to the determination of salary and other benefits for the corporate management. The statement shall be subject to an
advisory vote by the annual general meeting in accordance with §5-6 (3). The statement for 2023 will be submitted for approval in
the annual general meeting 22 May 2024 and will be available on poLight ASA’s website at the time the notice of the meeting is sent
to the shareholders.
The total remuneration to the management consists of fixed salary, bonus, benefits in-kind, share option program and pension
schemes. The fixed salary is subject to an annual evaluation, and any salary increases and other amendments to the employments
terms shall be based on a review by the CEO and the Board each year, taking into account trends in local labour markets, the results
achieved, and individual contributions to the development of the Company.
(in NOK 000)
Salaries
Bonus
Pension
costs
Other
benefits
Value
1)
share
options
Total 2023
Total 2022
Øyvind Isaksen - CEO
3 437
1 331
170
400
1 919
7 256
5 016
Pierre Craen - CTO
2)
2 413
351
0
0
398
3 162
2 660
Alf Henning Bekkevik - CFO
1 398
185
161
19
460
2 223
1 569
Marianne Sandal - COO
1 785
236
190
83
476
2 770
2 438
Total management team
9 034
2 104
520
502
3 252
15 412
11 683
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. No share options were exercised in 2023.
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.
Annual Report 2023
Page 66
If the company terminates the CEO’s employment, the CEO is entitled to nine months’ salary, in addition to a three months’ notice
period.
Below is an overview of poLight management's and board members' granted share options:
Opening
balance
Forfeited
options
Exercised
options
Granted
options
Ending
balance
Exercisable
options
Øyvind Isaksen - CEO
1 683 746
0
0
400 000
2 083 746
1 728 189
Pierre Craen - CTO
310 615
0
0
100 000
410 615
321 726
Alf Henning Bekkevik - CFO
251 115
0
0
100 000
351 115
262 226
Marianne Sandal - COO
358 615
0
0
100 000
458 615
369 726
Total management team
2 604 091
0
0
700 000
3 304 091
2 681 868
The exercise price on exercisable share options for the management’s balance at 31 December 2023 was NOK 10.17 per share in
average. No share options were exercised in 2023.
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 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
Total Board of Directors
1 399
1 413
1) Chair of the board from May 25, 2022
2) Chair of the board to May 25, 2022
3) Member to May 24, 2023
There are no loans from poLight to the management or members of the board.
Remuneration of the nomination committee
(in NOK 000)
2023
2022
Thomas S. Wrede-Holm - chair
40
40
Jan-Erik Hæreid
30
35
Anne E. H. Worsøe
30
35
Total
100
110
Annual Report 2023
Page 67
Remuneration of the audit and sustainability committee
(in NOK 000)
2023
2022
Ann-Tove Kongsnes
57
0
Grethe Viksaas
48
0
Total
105
0
Remuneration of the remuneration committee
(in NOK 000)
2023
2022
Ann-Tove Kongsnes
38
0
Grethe Viksaas
45
0
Thomas Görling
45
0
Total
128
0
19 Going Concern and events after the end of the reporting period
For the next 12 months, the Group's principal source of liquidity will still be cash generated from financing, equity and/or debt, in
addition to net cash flows generated from sales. Management and the Board of Directors are continuously evaluating the Group’s
liquidity requirements and management is dependent on raising additional financing in order to be able to finance their planned
operations and R&D activities over the next 12 months from the release of this report.
18
th
April 2024 the company held an extraordinary general meeting that approved to carry out an underwritten rights issue with
gross proceeds of up to NOK 160 million, of which subscription of shares for NOK 130 million will be underwritten. The net proceeds
from the rights issue will be used to strengthen the Company's liquidity into 2026, enabling significant advancements in
commercializing the Company's proprietary and patented tunable optics and thus facilitating:
• the elevation of customer engagement to secure pivotal design wins and foster strategic relationships with key market
players and thereby driving growth across multiple market segments;
• the broadening and enhancement of poLight's product offerings; and
• the continued improvement and maturation of poLight's supply chain to solidify its status as a reliable partner for
customers.
The underwriting agreements of NOK 130 million are unconditional and irrevocable. All the conditions for the obligations of the
underwriters have been met.
Accordingly, these consolidated financial statements have been prepared under the assumption that both the Group and the parent
company are going concerns.
No events have occurred after the end of the reporting period that requires disclosure except the underwritten rights issue
mentioned above.
20 Standards issued, but not yet effective
Issued new standards and amendments are either not applicable for the Group or are not considered to have a significant impact on
the financial statements.
Annual Report 2023
Page 68
POLIGHT ASA FINANCIAL STATEMENTS
Statement of income poLight ASA – for the year ended 31 December
(in NOK 000)
Note
2023
2022
Sale of goods
2
20 099
10 034
Rendering of services
2
2 412
3 328
Revenue
22 511
13 363
Cost of sales
13
10 349
4 826
Gross profit
12 162
8 536
Research and development expenses
-36 386
-34 547
Sales and marketing expenses
-18 438
-13 433
Operational / supply chain expenses
-16 684
-9 179
Administrative expenses
-23 318
-13 361
Depreciation, amortisation and net impairment losses
10,11
-8 506
-9 286
Operating profit / loss (-)
-91 170
-71 269
Net financial items
8
6 272
2 660
Profit / loss (-) before tax
-84 898
-68 609
Income tax expense
9
0
0
Profit / loss (-) for the year
-84 898
-68 609
Allocated to/from:
Share premium
17
-76 796
-63 788
Retained earnings
17
-8 101
-4 821
Profit / loss (-) for the year
-84 898
-68 609
Annual Report 2023
Page 69
Balance sheet poLight ASA – as at 31 December
(in NOK 000)
Note
2023
2022
ASSETS
Property, plant and equipment
10
9 154
10 641
Intangible assets
11
17 580
24 855
Investments in subsidiaries
12
320
320
Subordinated loan to subsidiaries
14,20
2 300
1 800
Total non-current assets
29 354
37 615
Inventories
13
70 089
45 577
Trade receivables
14
4 265
3 026
Other receivables
14
4 200
5 608
Cash and cash equivalents
15
110 568
78 808
Total current assets
189 121
133 019
Total assets
218 474
170 634
EQUITY AND LIABILITIES
Share capital
16,17
2 648
2 078
Share premium
17
194 503
145 785
Total equity
197 152
147 863
Trade payables
14
8 175
11 311
Public duties payable
7 907
6 021
Other payables
14
5 241
5 440
Total current liabilities
21 323
22 771
Total liabilities
21 323
22 771
Total equity and liabilities
218 474
170 634
Horten, 24 April 2024
THE BOARD OF DIRECTORS OF POLIGHT ASA
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
Annual Report 2023
Page 70
Statement of cash flows poLight ASA – for the year ended 31 December
(in NOK 000)
Note
2023
2022
Operating activities
Profit before tax
-84 898
-68 609
Gain on disposal of property, plant and equipment
-14
0
Depreciation, amortisation and net impairment losses
10,11
8 506
9 286
Depreciation of final testing equipment recognised as Cost of Sales
10
264
0
Changes in inventories, accounts receivables and accounts payable
-28 886
-22 883
Changes in other accruals
8 422
15 224
Net cash flows from / (used in) operating activities
-96 606
-66 982
Investing activities
Proceeds from sale of property, plant and equipment
392
0
Purchase of property, plant and equipment
10
-387
-9 124
Proceeds from group borrowings
14,20
1 150
0
Dividend from subsidiaries
8
1 125
0
Net cash flows from / (used in) investing activities
2 281
-9 124
Financing activities
Proceeds from Issue of ordinary shares
17
148 500
0
Proceeds from exercise of share options
17
287
254
Transaction costs on issue of shares
17
-22 702
0
Net cash flows from / (used in) financing activities
126 085
254
Net increase in cash and cash equivalents
31 759
-75 852
Cash and cash equivalents at 1 January
15
78 808
154 660
Cash and cash equivalents at 31 December
15
110 568
78 808
Annual Report 2023
Page 71
Notes to the Financial statement poLight ASA
1 Significant accounting policies
The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting
principles in Norway. The consolidated financial statements of the Group have been prepared in accordance with IFRS® Accounting
Standards. The Company’s accounting principles are similar to the accounting principles for the Group with the following exceptions;
▪ Leases (IFRS 16 in the consolidated financial statement). The company’s financial statements have been prepared without
recognition of the right-of use of premises and related lease liabilities.
▪ In the parent company the subsidiaries are valued as cost less any impairment losses and not consolidated.
Use of estimates
The management has used estimates and assumptions that have affected assets, liabilities, incomes, expenses and information about
potential liabilities in accordance with generally accepted accounting principles in Norway.
Foreign currency translation
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency
are translated into NOK, using the exchange rate applicable on the balance sheet date. Non-monetary items that are measured at
their historical price expressed in a foreign currency are translated into NOK, using the exchange rate applicable on the transaction
date. Non-monetary items that are measured at their fair value expressed in a foreign currency are translated at the exchange rate
applicable on the balance sheet date. Changes to exchange rates are recognised in the income statement as they occur during the
accounting period.
Revenue recognition
Revenues from the sale of goods are recognised in the income statement, once delivery has taken place and the risk and control has
been transferred.
Research and development
Development costs are capitalised, providing that a future economic benefit associated with development of the intangible asset
can be established and costs can be measured reliably. Otherwise, the costs are expensed as incurred. Capitalised development
cost is amortised straight-line over its useful life. Research costs are expensed as incurred.
Government grants
Government grants are recognised when there is reasonable assurance that the grant will be received, and that all attached
conditions will be complied with. When the grant relates to an expense item, it is deducted in the related expense on a systematic
basis over the periods that the costs it is intended to compensate, are expensed. Where the grant relates to an asset, it reduces the
carrying amount of the asset. The grant is then recognised as income over the useful life of the depreciable asset by way of a reduced
depreciation charge.
Income tax
The tax expense comprises tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between
the book value and tax value of assets and liabilities. Deferred tax is calculated as 22% of temporary differences and the tax effect of
tax losses carried forward. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets
will be utilized. Taxes payable and deferred taxes are recognised directly in equity, to the extent that they relate to equity
transactions.
Classification and valuation of balance sheet items
Current assets and short-term liabilities consist of receivables and payables due within one year, and items related to the operating
cycle. Other balance sheet items are classified as fixed assets/long-term liabilities.
Current assets are valued at the lower of cost and fair value. Short-term liabilities are recognised at nominal value.
Annual Report 2023
Page 72
Fixed assets are valued at cost, less depreciation and impairment losses. Long-term liabilities are recognised at nominal value.
Fixed assets
Property, plant and equipment is capitalised and depreciated straight-line over the estimated useful life. Significant fixed assets which
consist of substantial components with dissimilar economic life, have been unbundled; depreciation of each component is based on
the economic life of the component. Costs for maintenance are expensed as incurred, whereas costs for improving and upgrading
property, plant and equipment are added to the acquisition cost and depreciated with the related asset. If carrying value of a non-
current asset exceeds the estimated recoverable amount, the asset is written down to the recoverable amount. The recoverable
amount is the greater of the net realisable value and value in use. In assessing value in use, the discounted estimated future cash
flows from the asset are discounted.
Investments in subsidiaries
The investments in subsidiaries are valued as cost less any impairment losses. An impairment loss is recognised if the impairment is
not considered temporary, in accordance with generally accepted accounting principles. Impairment losses are reversed if the reason
for the impairment loss disappears in a later period.
Dividends, group contributions and other distributions from subsidiaries are recognised in the same year as they are recognised in
the financial statement of the subsidiaries. If dividends/group contribution exceeds withheld profits after the acquisition date, the
excess amount represents repayment of invested capital, and the distribution will be deducted from the recorded value of the
acquisition in the balance sheet for the parent company.
Inventory
Inventories are recognised at the lowest of cost and net selling price. The net selling price is the estimated selling price in the case of
ordinary operations, minus the estimated completion, marketing and distribution costs. The cost is arrived at using the FIFO method,
and includes the costs incurred in acquiring the goods and the costs of bringing the goods to their current state and location.
Receivables
Accounts receivable and other current receivables are recorded in the balance sheet at nominal value less provisions for doubtful
accounts. Provisions for doubtful accounts are based on an individual assessment of the different receivables.
Cash flow statement
The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash, bank deposits and other
short-term, highly liquid investments with maturities of three months or less.
2 Revenue
(in NOK 000)
2023
2022
By business area
TLens®
22 511
13 363
Total
22 511
13 363
Geographical distribution
America
5 990
2 198
Asia
11 818
6 222
Europe
4 702
4 943
Total
22 511
13 363
Annual Report 2023
Page 73
3 Specification of operating expenses by nature
(in NOK 000)
Note
2023
2022
Employee benefits expense
1)
5,6
58 212
36 635
Depreciation, amortisation and net impairment losses
10,11
8 506
9 286
Other operating expenses
7,18
36 614
33 885
Total operating expenses
103 332
79 805
1) Including consultants engaged on long-term contract
4 Government grants
(in NOK 000)
2023
2022
At 1 January
4 614
7 280
Received during the year
-4 614
-7 558
Grants earned
2 117
4 892
At 31 December
2 117
4 614
poLight ASA has received grants for reimbursement of expenses related to technology and product development and customer
product design.
5 Employee benefits expense
(in NOK 000)
2023
2022
Wages and salaries
19 336
17 127
Consultants engaged on long-term contract
23 707
15 486
Social security costs
3 417
2 732
Pension costs (note 6)
1 381
1 280
Other benefits and social costs
869
945
Share based compensation costs
9 996
-133
Government grants
-495
-802
Total employee benefits expense
58 212
36 635
Average number of man-years, employees
14
14
Average number of man-years, total
29
26
All employees are included in a cash bonus programme, with identical bonus criteria for all employees except the CEO. The bonus is
calculated based on fixed salary, with maximum (for the period 2022-2023) 50% for the CEO, 30% for management, 20% for
department managers and 10% for other employees. With effect from 2024 the maximum bonus is 80% for the CEO, 40% for top
management, 20% for department managers and 10% for other employees.
All employees in the group are included in a share option programme. Details are presented in Note 5.3 Employee benefits expense,
in the consolidated financial statement.
Management and board member’s remuneration are presented in Note 18 Related parties, in the consolidated financial statement.
Annual Report 2023
Page 74
6 Pensions
PoLight ASA is subject to the requirements in the Mandatory Occupational Pensions Act, and the company’s pension scheme adheres
to the stipulations of the Act.
The pension scheme is based on a defined contribution plan, and the premium is calculated on the basis of the employee’s income.
In 2022 and 2023, 7% of the salary between 0G (1G=NOK 118,620) and 7.1G, and 15% of the salary between 7.1G and 12G was
calculated. At 31 December 2023, 14 members were covered by the plan.
(in NOK 000)
2023
2022
Defined contribution plan
1 299
1 195
Social security
183
168
Total pension cost
1 483
1 363
7 Auditor's remuneration
(in NOK 000)
2023
2022
Audit fee
1 501
748
Audit related fee
309
34
Tax fee
66
30
Other service fee
128
68
Total
(excluding VAT)
2 004
880
8 Financial items
Finance income
(in NOK 000)
2023
2022
Interest income from group companies *)
0
0
Other interest income
4 518
2 247
Currency gain on loan to group companies
2 024
1 444
Dividend subsidiaries
1 125
0
Other financial income (currency gain)
1 195
1 391
Total finance income
8 862
5 082
*) According to the subordinated loan (see Note 14 Intercompany balances with group companies) only the part that exceeds a
prudent level, both equity and subordinated loan combined, shall be regarded as loan in respect to interest accrual.
Finance expenses
(in NOK 000)
2023
2022
Other interest expenses
0
2
Impairment of group loan
374
644
Other financial expenses (currency loss)
2 215
1 776
Total finance expenses
2 589
2 422
Annual Report 2023
Page 75
9 Income tax
Income tax expense
(in NOK 000)
2023
2022
Current income tax
expense
0
0
Changes in deferred tax
0
0
Total income tax expense
0
0
Tax base calculation
(in NOK 000)
2023
2022
Profit before income tax
-84 898
-68 609
Permanent differences
9 333
-188
Transaction costs on issue of shares
-22 702
0
Government grants exempt from tax
-2 117
-4 614
Temporary differences
-1 265
-2 499
Adjustments previous year
-644
0
Tax base
-102 293
-75 910
Temporary differences:
(in NOK 000)
2023
2022
Inventories
14 944
13 534
Fixed assets
-394
18
Intangible assets
22 867
23 481
Group loan
19 157
20 806
Provisions
1 000
1 000
Tax losses carry forward
807 357
705 065
Net deferred tax assets/(liabilities)
864 931
763 903
22 % deferred tax asset/(liability)
190 285
168 059
Unrecognised deferred tax assets
-190 285
-168 059
Recognised net deferred tax assets
0
0
Reconciliation of nominal tax rate to effective tax rate:
(in NOK 000)
2023
Calculated income tax at statutory rate of 22%
-18 678
Tax effect of permanent differences
-2 941
Government grants exempt from tax
-466
Change in unrecognised deferred tax assets
22 226
Adjustments previous year
-142
Income tax expense
0
Effective tax rate
0 %
Annual Report 2023
Page 76
10 Property, plant and equipment
(in NOK 000)
Building
Equipment
Total
Cost at 1 January 2023
1 232
19 901
21 133
Additions
16
371
387
Disposals at cost
0
-472
-472
Cost at 31 December 2023
1 248
19 799
21 047
Accumulated depreciation
-598
-11 296
-11 893
Accumulated impairment losses
0
0
0
Accumulated depreciation and impairment losses at 31 December 2023
-598
-11 296
-11 893
Net book value at 31 December 2023
650
8 504
9 154
Impairment losses for the year
0
0
0
Depreciation of equipment recognised as Cost of Sales for the year
0
264
264
Depreciation for the year
249
982
1 231
Estimated useful lives (years)
Note 1)
3-7
1) Modifications and upgrades in leased premises are depreciated over the leasing period.
11 Intangible assets
(in NOK 000)
Development
costs and
TLens patents
Software
license
Total
Cost at 1 January 2023
78 184
110
78 294
Disposals
0
0
0
Additions
0
0
0
Cost at 31 December 2023
78 184
110
78 294
Accumulated amortisation
-42 324
-110
-42 434
Accumulated impairment losses
-18 280
0
-18 280
Accumulated amortisation and impairment losses at 31
December 2023
-60 604
-110
-60 714
Net book value at 31 December 2023
17 580
0
17 580
Amortisation for the year
7 275
0
7 275
Estimated useful lives (years)
3-7
3-7
Amortisation plan
Linear
Linear
In 2008/2009, poLight acquired the core patents of the TLens® technology for NOK 5 million. The patents were granted in 10 different
countries in 2006. poLight has since invested substantial resources in research and product development of the TLens®.
Annual Report 2023
Page 77
poLight started amortising capitalised development investments for TLens Silver and the related ASIC driver in the second quarter of
2019 as they became ready for commercial shipments. The useful lives are deemed to be 7 years which correlates with the remaining
number of years of the first patent.
Research and development costs that are not eligible for capitalisation have been expensed in the period incurred and are recognised
in Research and development expenses.
12 Investment in subsidiaries
Company
Date of
foundation
Location
Share
ownership
Voting
rights
poLight France SAS
19.08.2010
Lyon, France
100 %
100 %
poLight Finland Oy
15.09.2016
Tampere, Finland
100 %
100 %
poLight Hong Kong Limited
08.12.2016
HK, China
100 %
100 %
poLight (Shenzhen) Technical Service Company
Limited
24.04.2017
Shenzhen, China
100 %
100 %
Company
Share capital
Number of
shares
Book value
Equity
Net profit
2023
NOK 000
NOK 000
NOK 000
NOK 000
poLight France SAS
80
10 000
0
-22 357
700
poLight Finland Oy
23
100
23
1 450
817
poLight Hong Kong Limited
202
200 000
202
202
0
poLight (Shenzhen) Technical Service Company
Limited
246
200 000
94
1 745
-71
The entities in France and Finland provide R&D services to poLight ASA, Norway. In China a sales office is established with a parent
holding company in Hong Kong.
13 Inventories
(in NOK 000)
2023
2022
Work in progress (at cost)
78 837
50 143
Finished goods (at cost)
6 195
8 968
Obsolescence provision (expensed as cost of sales)
-14 944
-13 534
Total inventories at the lower of cost and net realisable value
70 089
45 577
During 2023, NOK 1.4 million (2022: NOK 0.3 million) was recognised as an obsolescence expense for inventories carried at net
realisable value. This is recognised in cost of sales.
Annual Report 2023
Page 78
14 Intercompany balances with group companies
Receivables
(in NOK 000)
2023
2022
Trade receivable
0
0
Other receivables
0
0
Total
0
0
Subordinated loan
(in NOK 000)
2023
2022
Non-current receivables
29 787
28 913
Impairment
-27 487
-27 113
Total
2 300
1 800
A subordinated loan agreement was concluded on 29 December 2016, replacing all intercompany balance. Because of limited activity
in France, a significant part of the loan has been subject to impairment.
Payables
(in NOK 000)
2023
2022
Trade payables
2 564
1 217
Other payables
0
0
Total
2 564
1 217
15 Cash and short-term deposits
(in NOK 000)
2023
2022
Cash at banks and on hand
109 382
77 496
Restricted cash, taxes withheld
1 186
1 313
Restricted cash, deposits
0
0
Cash and short-term deposits
110 568
78 808
Annual Report 2023
Page 79
16 Share capital and shareholder information
Number of
shares
Par value
Book value
NOK
NOK 000
Ordinary shares
66 211 548
0.04
2 648
Shareholders of poLight ASA at December 31, 2023
Ordinary
shares
Share-
holding
Voting rights
%
%
Investinor Direkte AS
8 899 290
13.4 %
13.4 %
Stiftelsen Industrifonden
5 244 125
7.9 %
7.9 %
Nordnet Livsforsikring AS
3 188 641
4.8 %
4.8 %
Nordnet Bank AB (nominee)
2 880 449
4.4 %
4.4 %
BNP Paribas (nominee)
1 984 988
3.0 %
3.0 %
VPF Nordea Avkastning
866 232
1.3 %
1.3 %
J.P. Morgan SE (nominee)
549 689
0.8 %
0.8 %
VPF Nordea Kapital
547 223
0.8 %
0.8 %
Erik Schellhorn
432 639
0.7 %
0.7 %
Trond Andersen
428 300
0.6 %
0.6 %
Danske Bank A/S (nominee)
408 843
0.6 %
0.6 %
VPF Nordea Norge Plus
407 537
0.6 %
0.6 %
Asbjørn John Buanes
386 425
0.6 %
0.6 %
Kjell Mossefin
383 963
0.6 %
0.6 %
Fjellstuens Eftf. AS
376 721
0.6 %
0.6 %
Stefan Sveen
375 500
0.6 %
0.6 %
Henrik Grytbak Hermansen
340 000
0.5 %
0.5 %
CB Helse AS
340 000
0.5 %
0.5 %
Saxo Bank A/S (nominee)
326 350
0.5 %
0.5 %
Wiseth Holding AS
326 000
0.5 %
0.5 %
Total number of shares owned by top 20 shareholders
28 692 915
43.3 %
43.3 %
Number of shares owned by other shareholders
37 518 633
56.7 %
56.7 %
Total number of shares
66 211 548
100.0 %
100.0 %
At 31 December 2023, Øyvind Isaksen, CEO, owned 124,280 shares (0.23%), through his company Oimacon AS.
17 Equity
(in NOK 000)
Share
capital
Share
premium
Retained
earnings
Total
Equity at 31 December 2022
2 078
145 785
0
147 863
Loss for the period
-84 898
-84 898
Issue of ordinary shares
568
147 931
0
148 500
Share options exercised
2
285
0
287
Transaction costs
-22 702
0
-22 702
Equity-settled share-based payment
8 101
8 101
Allocation to retained earnings
-76 796
76 796
0
Equity at 31 December 2023
2 648
194 503
0
197 151
Annual Report 2023
Page 80
18 Operating lease agreements
poLight ASA has entered into commercial leases on premises and office equipment. The premises (lab facilities and offices) comprise
1,080 square meters, and the contract is renewed annually, with twelve months’ notice.
Future minimum rentals payable under non-cancellable operating leases are as follows:
(in NOK 000)
2023
2022
Within one year
1 370
1 365
After one year but not more than five years
2 049
3 232
More than five years
0
0
Total
3 419
4 597
19 Provisions
(in NOK 000)
Warranty
provision
Total
At 1 January 2023
1 000
1 000
New or increased provisions
0
0
At 31 December 2023
1 000
1 000
Expected timing of cash flow
(in NOK 000)
Warranty
provision
Total
Current, < 1 year
1 000
1 000
Non-current
0
0
At 31 December 2023
1 000
1 000
Warranty provision
A general provision to meet potential claims under the warranty clause.
20 Related parties
poLight ASA is the ultimate parent. None of the shareholders of poLight ASA has control of the company. As of 31 December 2023,
the largest shareholder is Investinor Direkte AS, with an ownership of 13.4%.
Transactions between group companies
Intercompany agreements are entered with all the subsidiaries in the group. All sales in the subsidiaries are made with the parent
company. All transactions are considered to be on an arm’s length basis.
A subordinated loan agreement (balance 31.12.2023: EUR 2,650,000) was concluded on 29 December 2016, between poLight ASA
and poLight France SAS. Only the part that exceeds a prudent level, with regards both to equity and subordinated loan combined,
shall be regarded as loan in respect to interest accrual. For the financial year 2023, the entire principal is considered as equity, and
not interest-bearing.
Transactions with other related parties
No transactions were made with other related parties for the relevant financial years.
Annual Report 2023
Page 81
19 Going Concern and events after the end of the reporting period
For the next 12 months, the Group's principal source of liquidity will still be cash generated from financing, equity and/or debt, in
addition to net cash flows generated from sales. Management and the Board of Directors are continuously evaluating the Group’s
liquidity requirements and management is dependent on raising additional financing in order to be able to finance their planned
operations and R&D activities over the next 12 months from the release of this report.
18
th
April 2024 the company held an extraordinary general meeting that approved to carry out an underwritten rights issue with
gross proceeds of up to NOK 160 million, of which subscription of shares for NOK 130 million will be underwritten. The net proceeds
from the rights issue will be used to strengthen the Company's liquidity into 2026, enabling significant advancements in
commercializing the Company's proprietary and patented tunable optics and thus facilitating:
• the elevation of customer engagement to secure pivotal design wins and foster strategic relationships with key market
players and thereby driving growth across multiple market segments;
• the broadening and enhancement of poLight's product offerings; and
• the continued improvement and maturation of poLight's supply chain to solidify its status as a reliable partner for
customers.
The underwriting agreements of NOK 130 million are unconditional and irrevocable. All the conditions for the obligations of the
underwriters have been met.
Accordingly, these financial statements have been prepared under the assumption of going concern.
No events have occurred after the end of the reporting period that requires disclosure except the underwritten rights issue
mentioned above.
Annual Report 2023
Page 82
Annual Report 2023
Page 83
Annual Report 2023
Page 84
Annual Report 2023
Page 85
Annual Report 2023
Page 86
Annual Report 2023
Page 87
CONTACT DETAILS
Homepage www.polight.com
HQ address Innlaget 5, 3185 Skoppum, Norway
Investor relations contacts:
Dr Øyvind Isaksen CEO +47 90876398, oyvind.isaksen@polight.com
Alf Henning Bekkevik +47 91630514, alf.henning.bekkevik@polight.com
Annual Report 2023
Page 88
poLight ASA
Innlaget 5
NO-3185 Skoppum, Norway
E-mail: info@polight.com