2024 ANNUAL REPORT Turning plasc waste into value
Table of Contents HIGHLIGHTS 4 CEO Letter 5 Agilyx at a Glance 6 Investment Case STRATEGIC REPORT 9 Who We Are 10 Our Market 13 Our Strategy 17 Business Model 19 Performance Measurement 20 Sustainability & ESG ESG REPORT 22 Sustainability & Circular Economy 23 Circular/Environmental 23 Climate 24 Societal 25 Our Employees 27 Scope and Other Disclosures 28 Stakeholder Engagement 30 Sustainable Development Goals Mapping 31 Risk Management GOVERNANCE 37 Chair’s Introduction 38 Board & Management Committee 40 Corporate Governance Report 43 Audit Committee Report 44 ESG Committee Report 45 Compensation Committee 2024 PERFORMANCE 48 Audit Report 51 Financial Statements 57 Notes to Accounts Annual Report 2024 2
Annual Report 2024 3 Annual Report 2024 HIGHLIGHTS 3
Introduction from the CEO Dear Stakeholder, 2024 was a transformative year for Agilyx. In June, we made a significant strategic shift from being primarily a developer of proprietary catalyst-free depolymerization technology to an investment holding company. Our focus is to maximize the potential of waste plastic feedstock management and custom formulations through Cyclyx, and of advanced polystyrene recycling technology with Styrenyx. This new direction aligns with our commitment to enable plastic circularity on a global and commercial scale while accelerating the shift to a low-carbon economy. For more than 20 years, Agilyx has been at the forefront of advanced recycling, pioneering technologies that have reshaped the industry. With 22 patents and a series of industry firsts, we have developed an unparalleled understanding of post-use plastic chemistry, contamination impacts, and the complexities of diverse waste streams. CYCLYX CUSTOMIZED FEEDSTOCK: THE CORNERSTONE OF RECYCLING Recognizing feedstock availability's critical role in the recycling effort, our renewed focus centers on Cyclyx, our joint venture with ExxonMobil (25%) and LyondellBasell (25%) dedicated to increasing the recyclability of plastic waste by custom formulating it into valuable feedstock for new products. Through our extensive experience in waste characterization and handling contamination, we have developed an unmatched ability to optimize feedstock streams for diverse advanced and mechanical recycling technologies. This expertise positions us to address the critical industry bottleneck: the consistent supply of high- quality recycled plastic feedstock. Cyclyx is an essential bridge between waste producers and recyclers, ensuring that plastic waste is collected and inputs tailored to industrial needs. STYRENYX ADVANCED RECYCLING: RECOVERING THE VALUE OF PLASTIC Styrenyx, our proprietary depolymerization process enables polystyrene to be recycled repeatedly, reducing reliance on virgin resources and significantly lowering carbon footprints. THE YEAR IN BRIEF This year, Cyclyx continued to progress development of the Cyclyx Circularity Centers. The final investment decision for the second center, to be located in the Dallas-Fort Worth area, was taken in late 2024, marking a major milestone in the expansion of recycling infrastructure. Like the first center in Houston, this center is designed to process plastic waste into custom feedstock for recycling. Together with ExxonMobil and LyondellBasell, Agilyx invested $135 million in its development, with Agilyx’s $67.5 million pro-rata stake fully financed through equity and green bond transactions. Together, both Circularity Centers will have the capacity to produce an estimated 300,000 metric tons of feedstock annually, further strengthening our role in the circular plastics economy. We are also excited to have achieved the start of operations at Toyo Styrene's (a member of the Denka group) facility in Japan. This facility showcases the latest generation of Styrenyx technology, highlighting our progress in scaling solutions for the circular economy. The learnings and successes from the Regenyx project, our five-year joint venture with Americas Styrenics (AmSty), played a critical role in demonstrating that advanced recycling of polystyrene is both feasible and essential to this global shift. While Regenyx has concluded, its impact continues to resonate, providing a strong foundation for the development of future facilities like Toyo Styrene's. Financially, we have reinforced our position through strategic capital raises, including a $40 million equity private placement in August and a $50 million senior secured green bond in November. Together, the raises provide the necessary resources to support the development of Cyclyx's second Circularity Center and other corporate initiatives. Finally, we are very pleased to have launched our latest initiative, Plastyx—a 60/40 joint venture between Agilyx ASA and Circular Resources SARL. Plastyx is establishing sourcing supply chains in Europe to supply advanced recycling feedstocks to a wide range of customers, including working in close partnership with Cyclyx to support its inbound plastic demand. LOOKING AHEAD Our goal is clear: bridge the gap between waste producers and advanced recyclers, ensuring a steady supply of high-quality, process-ready feedstock. By supplying feedstock derived from post-use plastic and developing and marketing innovative, advanced recycling technology, we are driving meaningful change in the industry. With a strong and growing opportunity to deliver additional post-use plastic processing centers, Agilyx is poised to redefine the future of plastic recycling. As we embark on this new chapter, I want to thank our shareholders, partners, and employees for their continued support. Together, we are using technology for good, building a circular economy for plastics by turning waste into value. Ranjeet Bhatia Chief Executive Officer Annual Report 2024 4
$1.0M $5.9M $0.0 M $0.6M $8.5M $18.1M Mission Use innovative technology for good and help solve the problem of plastic waste. Agilyx is revolutionizing the recycling landscape by providing solutions across the value chain to address the global plastic waste challenge. In June, we transitioned to a holding company, a strategic move designed to maximize the impact of our feedstock management and plastic waste conversion initiatives. This shift reinforces our commitment to advancing plastic circularity worldwide and accelerating the transition to a low-carbon economy. Locations 2024 NUMBERS 2023 2024 Agilyx at a Glance REVENUE $1.0M GROSS MARGIN $0.0M PERIOD END NET CASH $18.1M 1 Agilyx Headquarters Styrenyx™ Operaons Cyclyx Circularity Centers $270 million invested in Cyclyx and its Circularity Centers in Houston and Dallas-Fort Worth Read more on page 7 360,000 metric tons of recycling capacity under construcon Up To 86% carbon footprint reducon in styrene manufacturing with Agilyx's Styrenyx technology Read more on page 23 1 Excluding $40.2M of restricted cash proceeds from the bond, which is restricted for capital contribuons to Cyclyx Annual Report 2024 5
FIRST MOVER IN A DYNAMIC MARKET STRATEGIC PARTNER VALIDATION CLEAR PATH TO CASH FLOW GENERATION SUBSTANTIAL CAPITAL MARKETS SUPPORT Given the complexity of plastics, and the difficulty of sourcing post-use plastics, feedstock availability remains a major obstacle in the industry. Currently, there is a 60% supply-demand imbalance between plastic waste feedstock availability and the rapidly growing advanced recycling capacity. Over the coming years, this imbalance will create a feedstock market equal to the volume produced by hundreds of Circularity Centers. Investments in advanced recycling are projected to reach an estimated $40 billion in 2030 1 , presenting significant opportunities for innovation, growth, and profit. ExxonMobil and LyondellBasell investment and offtake for both Cyclyx Circularity Centers demonstrates confidence in execution capability, scalability of the technology, and availability of long-term offtake agreements. With the development of the first Cyclyx Circularity Center and the final investment decision for the second center, Agilyx is unlocking significant potential for scaling operations and driving sustainable value. Once operational, these Circularity Centers will generate $15.5 million annual flow directly to Agilyx. Agilyx has completed multiple, successful equity and bond placings in the Oslo Market over several years, with long-time shareholders underpinning the business. Why Invest in Agilyx? Agilyx is a publicly traded, technology-agnostic leader in the plastic recycling sector, trusted by blue-chip partners. We present a strong, diversified-exposure investment opportunity in the advanced recycling industry with funded projects that promote future growth and present a clear path to profitability. To learn more, watch Agilyx CEO Ranjeet Bhatia discuss our progress and future plans in a Finansavisen interview. 1 Company esmates using McKinsey and Precedence Research data Investment Case Annual Report 2024 6
Reaching Financial Investment Decision for a second Cyclyx Circularity Center In 2024, we made significant strides toward expanding recycling infrastructure by reaching final investment decision (FID) for the second Cyclyx Circularity Center. Like the first Circularity Center, this facility is designed to process a wide array of plastic waste, including types #1-7 and non-numbered plastics, transforming them into custom feedstock suitable for both mechanical and advanced recycling processes. The development of the second Circularity Center is a collaborative effort among Agilyx, ExxonMobil, and LyondellBasell. Together, we have committed an investment of $135 million to fund its construction and operations. Agilyx’s $67.5 million contribution, fully financed through recent equity and green bond transactions, reflects its 50% stake in Cyclyx. Once operational, the center is expected to produce approximately 150,000 metric tons of plastic waste feedstock annually for customers using mechanical and advanced recycling technologies. Strategically located in the Dallas-Fort Worth area of Texas, this center is anticipated to commence operations in 2026. It is estimated to create approximately 100 jobs in the area. By adhering to stringent ISCC PLUS certification standards, Cyclyx ensures that the feedstock produced meets the highest environmental and social standards, supporting the broader goal of increasing plastic recycling rates and fostering a circular economy. Revolutionizing Recycling: Inside the Circularity Center Cyclyx's Circularity Centers are designed to maximize plastic recycling by capturing and redirecting most types of plastic waste, including films and flexibles that are typically excluded from curbside recycling. These facilities serve as essential feedstock hubs, transforming mixed plastic waste into valuable feedstock that can be used across various processes, including both mechanical and advanced recycling. By expanding access to recycled plastics, these centers will play a critical role in advancing a more circular economy. Investment Case FIRST-OF-ITS-KIND PLASTIC SORTING AND PROCESSING FACILITY Accepts a wide range of our plastics Chemically characterizes and manages plastics using proprietary technology Tailors sortation and custom formulates feedstock for advanced and mechanical markets Meets feedstock specification and volume needs Annual Report 2024 7 COLLECTION CHANNELS RESIDENTIAL COMMERCIAL INDUSTRIAL Powered by proprietary technology encapsulating an extensive database cataloging the complexity of post-use plastics, chemical characterization and management, and state-of-the-art sortation and processing to create custom formulations.
Annual Report 2024 8 Annual Report 2024 STRATEGIC REPORT 8
Who We Are Plastic waste is one of the most pressing global environmental challenges of our time. For more than 20 years, Agilyx has been dedicated to developing and harnessing technology to address this issue and drive meaningful change. Through these innovative platforms, Cyclyx and Styrenyx, Agilyx delivers solutions that bridge the gap between plastic waste and recycled materials, fostering the development of a circular economy for plastics. By focusing on both feedstock management and recycling technology, Agilyx ensures plastic waste is efficiently collected, processed, and recycled into valuable resources. Cyclyx specializes in providing tailored feedstock solutions to source and process difficult-to-recycle plastics. Styrenyx offers advanced recycling technology that transforms plastic waste into high-quality recycled material. One of Agilyx's partnerships, TruStyrenx, combines Styrenyx's depolymerization and Technip Energies’ purification technologies for the advanced recycling of polystyrene. Together, these platforms form a comprehensive approach to addressing the plastic waste crisis, setting Agilyx apart as a leader in the transition toward sustainable plastic management. Post-use plasc to feedstock innovator Through the Cyclyx Circularity Centers, the company custom formulates feedstock to meet the specificaons of mechanical and advanced recyclers. Addionally, Cyclyx’s collecon channels and partnerships can capture a wide range of plascs, including those that are typically excluded from curbside recycling. 50% owned Joint Venture with ExxonMobil (25%) and LyondellBasell (25%) Pioneer in advanced recycling Styrenyx is Agilyx's proprietary advanced recycling technology, available through a capital light licensing model. Through depolymerizaon, polystyrene waste is broken down to its virgin- equivalent building blocks for reuse in high-quality products. 100% owned Two Cyclyx industrial scale facilies in construcon with 360,000 metric tons of post-use plasc processing capacity, with a total capital cost of USD 270m 22 patents granted, patent porolio acve in North America, the Middle East, Mexico, and Asia Oslo Stock Exchange lisng since September 2022. $300 million market capitalizaon 1 1 As of 3 March 2025 Annual Report 2024 9
GLOBAL, CUMULATIVE PLASTIC PRODUCTION VS. END-OF-LIFE OUTCOMES The world faces a massive challenge solving the crisis of plastic waste. Each year, approximately 350 million tonnes of plastic waste are generated globally and less than 9% is recycled 1 . The balance of 320 million tonnes of post-use plastic has limited value in the current recycling value chain. THE CHALLENGE OF PLASTIC With seven different primary types of plastic (see page 11), and countless combinations of additives and contaminants, the plastic waste stream is incredibly complex and thus poses a significant challenge for recyclers. Each recycling technology needs a specific feedstock profile to operate efficiently and produce specific recycled plastic resins. Agilyx is uniquely positioned to provide innovative solutions that address this urgent issue while unlocking untapped potential. This presents an enormous opportunity for Cyclyx to capture and transform plastics into valuable feedstock for advanced and mechanical recyclers, diverting even challenging waste streams into the highest-value pathway. With Styrenyx, #6 plastics, usually not accepted curbside, can be recycled into new, virgin-equivalent building blocks for new products. Our Market THE SCALE OF THE PROBLEM 2 : 450 years is the esmated me it takes for a single plasc bole to decompose in landfills. 1.3 billion plasc boles are used each day across the world. 75-199 million tons of plasc currently pollute our oceans; this number grows by 8 million pieces of plasc daily. 36% of all plasc is used for packaging, 85% of it ends up in landfills. 1,2 World recycling facts for 2022: Plasc, paper and more | World Economic Forum Source: OurWorldinData.org Annual Report 2024 10
THE 7 DIFFERENT TYPES OF PLASTIC OTHER COMMON NAMES DEMAND USES PET Polyethylene-terephthalate 24% • Clear beverage bottles • Seatbelts • Apparel HDPE High-density polyethylene 14% • Milk/shampoo bottles • Pipes (opaque) PVC Polyvinyl chloride 14% • Oil/cleansing products • Cling wrap • Water pipes LDPE Low-density polyethylene 17% • Plastic bags • Film inside packaging • Toys PP Polypropylene 23% • Straws • Food containers • Auto parts PS Polystyrene 6% • Disposable cups • Protective packaging • Cutlery Other Other N/A • Baby bottles • Car parts • Exterior lighting fixtures Our Market 1 2 3 4 5 6 7 Annual Report 2024 11
MEETING THE DEMAND FOR ADVANCED FEEDSTOCK The demand for recycled plastics is growing rapidly, driven by strong sustainability commitments by companies, increased consumer environmental awareness, and tightening regulations. Companies are pledging to reduce their environmental impact, while governments and policymakers push for increased use of recycled materials. However, the ability to scale recycling hinges on access to suitable plastic waste feedstock at affordable prices. • Over the past three years, the premium paid for recycled plastic compared with virgin material has been in excess of $1,500 per MT 2 AGILYX’S ROLE IN SHAPING THE FUTURE Cyclyx’s innovative feedstock solutions and Agilyx’s advanced recycling technology enable a new era of plastic management. By valorizing, or recovering value from plastic waste, Agilyx promotes circularity and supports companies meet their sustainability goals. We are converting waste into value and making it a cornerstone of a circular economy. The objective of creating a sustainable future for plastics drives everything we do, making Agilyx a leader in addressing one of the most pressing challenges of our time. 1 Scaling plascs circularity (McKinsey August 2023) 2 McKinsey | Beyond the bole: Soluons for recycling challenging plascs (November2022) 3 Normalized oil and ulizaon, Brent price is $80 per barrel, with global ulizaon of 85%. Source: IHS Markit; Oil Price Informaon Service, McKinsey analysis Our Market 2017 0 3,000 Emergence of outsized margins USD per metric ton 3 1,500 2,500 1,000 2,000 500 2018 2019 2021 2020 2022 2023 ADVANCED RECYCLING MARGIN 2017-2023 1 Annual Report 2024 12
Our Strategy Solving the plastic waste challenge requires collaboration, innovation and a multifaceted approach. Agilyx is uniquely positioned to play a pivotal role in this transition through its model combining feedstock expertise through Cyclyx and conversion capabilities via Styrenyx. Recognizing the critical importance of feedstock availability in scaling recycling processes, and the opportunity to leverage the extensive database of thousands of chemical characterizations, built over years, Agilyx has made a strategic shift to an investment holding company to prioritize the rapid growth of Cyclyx. Cyclyx continues to enhance its proprietary technology, addressing the single largest barrier to the scaling of advanced recycling: access to post-use plastic, custom formulated feedstock that meets advanced recycling specifications. With demand for high-grade recycled plastics surging and advanced recycling capacity projected to more than 20 percent year- over-year through 2030 1 , Cyclyx's unique offering and substantial lead, position it as a critical player in this rapidly expanding market. By aligning our focus with Cyclyx’s growth, Agilyx is leveraging its expertise and resources to drive innovation where it matters most. This strategic approach enables us to deliver a cohesive, scalable solution that bridges the gap between waste and value, fostering the development of a circular economy for plastics while meeting the growing demand for sustainable solutions. Waste to feedstock Feedstock to product TRANSPORTING TO OFFTAKERS FORMULATING CUSTOM FEEDSTOCKS FOR CUSTOMERS PRE-PROCESSING FEEDSTOCK United States Europe and USING PLASTIC PRODUCTS CONSUMERS PRODUCING RECYCLED RESIN AGILYX CUSTOMER WIDE SOURCING AND COLLECTION PURIFYING PROCESS CHARACTERIZING WASTE PLASTICS ADVANCED RECYCLING TECHNOLOGY MANUFACTURING USING RECYCLED MATERIAL AGILYX CUSTOMER THIRD PARTIES This infographic is for illustrative purposes only and does not represent a fixed or continous process. While Agilyx provides solutions across the plastic value chain, these solutions do not always interact directly or result in a specific end product. The pathways illustrated here showcase potential applications of our technologies and partnerships in enabling plastic circularity. 1 Advanced recycling: Opportunies for growth | McKinsey Annual Report 2024 13
Our Strategy OFFERING SOLUTIONS ACROSS THE VALUE CHAIN Our approach is built around four essential steps: Source, Process, Convert, and Purify. This approach creates a pathway from waste to high-value products and enables us to create scalable and sustainable solutions for the circular economy. PURIFY Purification ensures that recycled materials achieve virgin-quality standards, enabling their use in demanding applications like food-grade and medical packaging. The TruStyrenyx solution, in partnership with Technip Energies, achieves 99.8%+ purified styrene monomer, setting a new industry standard. PROCESS Using data from a proprietary chemical characterization database, categorized waste is transformed into custom feedstocks. Each feedstock recipe is designed to meet specific advanced or mechanical recycling process needs, enhancing scalability and efficiency. CONVERT Polystyrene waste is converted into a styrene monomer using Styrenyx proprietary depolymerization technology. The recovered styrene monomer can be used to make high quality polystyrene products with a reduced carbon footprint compared to those made with virgin sources. SOURCE Through strategic partnerships, Cyclyx sources residential, commercial, and industrial plastic waste directly, and categorizes materials based on their chemical composition. By developing tailored supply chains for their customers, Cyclyx ensures that even challenging waste streams are utilized effectively. CUSTOMIZED FEEDSTOCK (CYCLYX) Cyclyx, our ISCC-PLUS certified joint venture, is the foundation of feedstock innovation. Using a proprietary chemical characterization database, plastic is characterized and processed into custom formulated feedstocks tailored to meet the needs of advanced and mechanical recyclers. ADVANCED RECYCLING TECHNOLOGY (STYRENYX) Agilyx depolymerization technology via TruStyrenyx leverages this proven pathway: • Polystyrene (PS) to Styrene Monomer (SM) Annual Report 2024 14
SPOTLIGHT ON CYCLYX • Joint venture with industry-leading partners ExxonMobil and LyondellBasell • Enabler in value chain to help solve the plastic waste problem • Cyclyx and its operations have received and maintain ISCC PLUS certification • FID reached on the second Circularity Center in Dallas-Fort Worth • Together, both Circularity Centers will have the capacity to produce an estimated 300,000 metric tons of feedstock annually • Custom feeds to meet customer specifications • Collection channels and partnerships capture wide range of plastics, including films and flexibles that are typically excluded from curbside recycling Our Strategy CUSTOMIZED FEEDSTOCK Plastic recycling is a key economic driver and a good way to save natural resources. Recycling protects the environment by reducing the need to create new materials and decreasing the amount of plastics that end up in landfills. Today's 10% 1 plastic recycling rate is not sustainable. Cyclyx's purpose is simple: to increase the recyclability of all post-use plastics. By working with partners to source, collect, and pre-process large volumes of post-consumer, commercial, and industrial plastic waste based on exact technical specifications, Cyclyx redirects more plastic into recycling. This new model aims to boost plastic circularity and break the cycle that has kept recycling from reaching its full potential. Utilizing its extensive database and leading plastic waste analysis capabilities, Cyclyx offers tailored solutions that help companies striving to achieve their sustainability objectives. 1 US Environmental Protecon Agency and OECD Global Plascs Outlook Database Annual Report 2024 15
Our Strategy SPOTLIGHT ON STYRENYX: AGILYX'S ADVANCED RECYCLING TECHNOLOGY • 20+ years of development • 22 patents • 8th generation of technology • Lower carbon process • Electrified reactor powered by a renewable energy source further reduces carbon impact • Robust feedstock capability including: waste PS, GPPS, EPS, XPS, HIPS, ABS, AS & SAN • Commercially proven plant operational in Japan • Industry-leading partners • Styrenyx PS depolymerization technology is easily adaptable to PMMA and mixed plastic ADVANCED RECYCLING TECHNOLOGY Styrenyx, Agilyx’s proprietary PS depolymerization technology, is redefining the possibilities for plastic recycling, particularly in the growing polystyrene market, valued at $34.5 billion and projected to exceed $56.5 billion by 2033. 1 Our focus on closed-loop recycling minimizes the carbon footprint of recycled plastic by breaking down polystyrene into its molecular components, enabling it to be recycled into pure, high-quality plastic repeatedly without degradation, advancing the circular economy, and driving a reduction in CO 2 emissions by 40% (as estimated by Toyo). The styrene monomer produced by Styrenyx technology is versatile and suitable for a wide range of end markets, diverts polystyrene from landfills and reduces the demand for fossil-based materials in the production of new plastic products. This process not only reduces waste but also saves significant time, money and emissions compared to production methods based on virgin fossil fuels. Unlike other technologies, Styrenyx operates without catalysts, allowing us to process a broader range of contaminated and distressed polystyrene feedstocks, without incineration. By processing waste that traditional methods cannot, we can increase recycling rates and enable more plastic to be reclaimed and reused in high-value applications. In collaboration with Technip Energies, we’ve developed TruStyrenyx™, an end-to-end solution that combines Styrenyx depolymerization technology via pyrolysis with Technip Energies’ purification expertise, yielding a recycled styrene monomer of exceptionally high purity, making it suitable for food-grade and medical applications. TruStyrenyx™ exemplifies our commitment to innovation, delivering high-value recycled materials while minimizing environmental impact. 1 Fact.MR Annual Report 2024 16
Business Model Agilyx generates revenue from royalties and offtake margins on Cyclyx feedstock sales. • As a joint venture with ExxonMobil and LyondellBasell, Cyclyx benefits from the strong backing of industry leaders, with Agilyx retaining a 50% ownership stake and a significant share of its growth potential. CREATING VALUE ACROSS THE BUSINESS Agilyx’s business model is designed to create value along the plastic recycling process, leveraging innovative technologies, proprietary insights, and strategic partnerships to generate diverse and sustainable revenue streams. Styrenyx, Agilyx’s advanced PS recycling platform powered by its proprietary depolymerization technology, creates value by helping build and operate efficient recycling facilities: • Customers can purchase engineering design packages or fully designed systems, including licensing fees for Agilyx’s technology. • Revenue is also generated through the fabrication and supply of specialized core equipment for facility construction. • Once operational, volume-driven royalties are earned based on production outputs, ensuring a steady revenue stream. • Additional value comes from commissioning services, including operational training, spare parts supply, and ongoing support for facility operations and maintenance. ASSET-LIGHT CONVERSION BUSINESS MODEL After more than 20 years developing technology to include multiple conversion pathways, our focus is an asset-light business model, monetizing the years of development through a combination of licensing, project development, and provision of the critical core equipment. 2024 CYCLYX ACHIEVEMENTS: Achieved FID on the second Circularity Center in Dallas-Fort Worth. Read more on page 7. 2024 AGILYX ACHIEVEMENTS: First commercial facility is operational for Toyo Styrene, powered by Styrenyx. Read more on page 18. Annual Report 2024 17
Business Model ADVANCING POLYSTYRENE RECYCLING IN JAPAN In 2024, Agilyx achieved a milestone in its mission to revolutionize plastic recycling through a collaborative project with Toyo Styrene (a member of the Denka Group). Together, the construction of Japan’s largest advanced polystyrene recycling facility in Chiba Prefecture was completed. The state-of-the-art facility is designed to convert post- use polystyrene into styrene monomer, which will then be purified by Toyo Styrene. The resulting styrene monomer will serve as the foundation for high-value, food-grade quality polystyrene products, produced at a lower carbon footprint compared to virgin monomers derived from fossil fuels. Agilyx’s role extended beyond technology provision; it also involved designing, specifying, procuring, fabricating, and assembling the facility’s core equipment modules in the U.S. The project teams collaborated closely during factory acceptance testing at the fabrication site before shipping the modules to Japan. Once on-site, the equipment was reassembled and integrated into the existing plant at Toyo Styrene’s manufacturing facility, with Agilyx providing operator training. This milestone underscores the strength of Agilyx’s innovative technology and execution capabilities, as well as its ability to collaborate effectively with global partners. As the largest advanced polystyrene recycling facility in Japan, the project sets a new benchmark for sustainable recycling. By enabling the production of recycled polystyrene with a significantly lower carbon footprint, it represents a pivotal step toward creating a circular economy for plastics. END USER NEW PRODUCT STYRENE MONOMER ADVANCED RECYCLING POLYSTYRENE FEEDSTOCK POLYSTYRENE WASTE 40% reducon in CO₂ emissions possible with this innovative approach, compared to traditional incineration (as estimated by Toyo Styrene) Annual Report 2024 18
$1.0M $5.9M $0.0 M $0.6M $8.5M $18.1M FINANCIAL KPIS NON-FINANCIAL KPIS 2023 2024 REVENUE $1.0 M GROSS MARGIN $0.0M PERIOD END NET CASH $18.1M 1 Performance Measurement 1 Excluding $40.2M of restricted cash proceeds from the bond, which is restricted for capital contribuons to Cyclyx Scope 1: 212.6 tonnes CO₂t Scope 2: 6.6 tonnes CO₂t FY2024 GHG EMISSIONS Annual Report 2024 19
Sustainability & ESG Agilyx remains steadfast in our efforts to solve the problem of plastic waste and support the transition to a circular economy. Through our patented technologies, we deliver innovative solutions that transform the traditional linear economy into a circular one, supporting the global shift toward a sustainable, low-carbon future. APPROACH AND METHODOLOGY We recognize the importance of fully engaging with our stakeholders on sustainability and environmental initiatives. This year, our sustainability reporting process was guided by the following key activities: • Conducted a thorough review of our business alignment with the United Nations Sustainable Development Goals (SDGs). • Conducted a GHG study to measure our operations’ carbon emissions and impact on the environment. • Utilized the Global Reporting Initiative (GRI) as a reference to inform our report development process. • Maintained regular communication between leadership and the ESG Committee of the Board to review and report on progress in key areas including: sustainability trends, climate and environment, workforce development, talent management, diversity and inclusion, ethics, employee safety, and company culture. Annual Report 2024 20
Annual Report 2024 21 Annual Report 2024 ESG REPORT 21
Sustainability & Circular Economy ENVIRONMENTAL (E): SOCIAL (S): GOVERNANCE (G): • Climate change • Plastic waste • Circular economy • Green job creation • Pollution from operations • Water • Labor and human rights • Talent development • Diversity, equity, and inclusion • Financial performance • Responsible procurement • Governance and ethics • Transparency and disclosure • Responsible procurement MATERIALITY ASSESSMENT In line with evolving best practices in sustainability and ESG reporting, Agilyx has transitioned from a materiality matrix to a comprehensive list of Material Topics, categorized under Environmental (E), Social (S), and Governance (G) pillars. This approach aligns with the European Sustainability Reporting Standards (ESRS) and the principle of double materiality, which considers both the impact of sustainability factors on the company and the company’s impact on society and the environment. Our stakeholders and our engagement activities with stakeholders are listed on pages 29-30. Annual Report 2024 22
Sustainability & Circular Economy Circular/Environmental This year, Agilyx secured a USD 50 million green bond to partially finance its 50% capital contribution to the second Cyclyx Circularity Center and obtained a Second-Party Opinion (the “SPO”) from S&P Global Ratings (S&P) to confirm the transparency of this Green Finance Framework and its alignment with the ICMA Green Bond Principles and LMA/ LSTA Green Loan Principles. Under the Shades of Green Assessment, S&P awarded Agilyx's Green Finance Framework shade “Medium Green” as pertains activities that represent significant steps towards a low- carbon, climate-resilient future. Please visit our website for further details. We are dedicated to driving the transition to a more circular economy while reducing the environmental impact of our operations. AGILYX’S STYRENYX TECHNOLOGY REDUCES STYRENE CARBON FOOTPRINT A recent study commissioned by Agilyx and conducted by Sphera Solutions, Inc. compares the carbon footprint of styrene produced using Styrenyx technology to conventional fossil-based production. Up to 86% lower carbon footprint for styrene produced using Styrenyx technology (depending on energy source) Processing 18,000 metric tons powered by grid electricity could reduce the equivalent of ~15,000 metric tons of CO 2 comparable to removing ~3,500 gasoline cars off the road for a year or the amount of CO 2 sequestered by 245,000 tree seedlings over a decade (US EPA, 2024) These results are currently undergoing independent critical review and will be available in Q2 2025. Climate Advanced recycling plays an important role in the transition to a low-carbon economy by making plastics more circular, producing high-quality materials with lower greenhouse gas (GHG) emissions, and providing low-carbon fuel alternatives. Our greatest impact on climate and the environment comes from achieving our recycling goal. At the same time, we recognize the need to balance this progress with responsible operations— minimizing our carbon footprint and conducting business in a way that reduces harm to the planet. CLIMATE OBJECTIVES We are committed to collaborating with our customers and licensees to measure and understand the carbon footprint of our technology as new projects are developed and brought online. We continue to refine our approach to quantifying our GHG footprint as we expand capacity and establish internal processes that ensure our emissions inventory is comprehensive, consistent, transparent, and accurate. Agilyx reports Scope 1 and 2 GHG emissions. ENVIRONMENTAL PERFORMANCE At the core of our business is the mission to remove plastic waste from the environment and transform it into valuable new materials. Our depolymerization technology enables the recovery of valuable materials and manufactures coveted sustainable feedstock. The primary product of the process are monomers used in recycled plastic production, as well as valuable byproducts such as BTX predominant aromatics and PyOil feedstock for additional recycled content production. In addition to these products, the depolymerization process produces a predominantly solid carbon byproduct and minimally emits carbon dioxide and water vapor. Annual Report 2024 23
2024 Greenhouse Gas Emissions Agilyx partnered with ALL4 LLC to prepare its 2024 greenhouse gas (GHG) emissions inventory in accordance with the GHG Protocol Corporate Accounting and Reporting Standard and Scope 2 Guidance. The report quantifies Scope 1 (direct) and Scope 2 (indirect) emissions for the calendar year 2024 across Agilyx’s operational facilities in Oregon and New Hampshire. In 2024, Agilyx’s total Scope 1 emissions, primarily from natural gas combustion used in heating and operations, amounted to 212.56 metric tons of CO₂ equivalent (MTCO₂e). These emissions were calculated using U.S. EPA emissions factors and reflect Agilyx’s direct control over its facilities, including partial accounting of emissions at shared sites with Regenyx. Scope 2 emissions from purchased electricity were calculated using both location-based and market-based methods. Location-based Scope 2 emissions totaled 5.93 MTCO₂e, while market-based emissions were slightly higher at 6.60 MTCO₂e. These reflect Agilyx’s electricity usage across its facilities, with emissions factors sourced from EPA eGRID and utility disclosure labels. This transparent accounting supports Agilyx’s commitment to climate responsibility and provides a critical benchmark for future emissions reduction initiatives. Agilyx 2024 greenhouse gas emissions inventory by ALL4 LLC AGILYX CY 2024 GHG EMISSIONS INVENTORY (TONNES CO 2 E) Scope Activity Type 2024 Scope 1 Natural Gas Combustion 212.56 Total Scope 1 Emissions 212.56 Scope 2 Purchased Electricity – Location Based 5.93 Purchased Electricity – Market Based 6.6 Annual Report 2024 24
Chris Faulkner, Ph.D CHIEF TECHNOLOGY OFFICER (CTO) BUILDING ACADEMIC PARTNERSHIPS: SEMINARS AT VANDERBILT UNIVERSITY In the 2024 academic year, Chris Faulkner delivered two seminars at Vanderbilt University, focusing on advanced recycling and plastic recycling solutions. The goal was to educate and inform undergraduate students, as well as faculty and staff, about waste plastic and recycling solutions, while also raising awareness of Agilyx. These presentations are part of our broader initiative to build stronger ties with academic institutions, and we look forward to further expanding our network. Sustainability & Circular Economy JAMES RECYCLING MILWAUKIE ENVIRONMENTAL Societal We recognize that meaningful collaboration is key to understanding diverse perspectives across the industry. By expanding our partnerships with a wide range of stakeholders, we aim to foster a more inclusive work environment and drive impactful change. As part of our commitment to addressing the global plastic waste crisis, we are working to establish partnerships with institutions, government authorities, NGOs, and industry associations to help develop practical, scalable solutions. We are also dedicated to advancing gender equity across our organization. As of December 31, 2024, women comprised 50% of our Board (exceeding the 40% required by the Gender Balance Regulation for Norwegian private limited liability companies) and 20% of our executive team. SUPPORTING LOCAL RECYCLING AND NONPROFITS We collaborate with diverse communities, NGO partners, government officials, and local organizations to drive meaningful change. Throughout 2024, we continued our efforts to raise awareness and expand recycling initiatives by partnering with and engaging the following local partners: COMMUNITY ENGAGEMENT AND EDUCATION Through community engagement and education, we are able to foster a deeper understanding of our company, values, and mission while strengthening support for our recycling goals. Although we do not yet have a formal policy or program dedicated to increasing education and awareness around advanced recycling, we actively support initiatives when opportunities arise and are committed to expanding these efforts. Annual Report 2024 25
Sustainability & Circular Economy Be safe Safety first and always. Be collaborative Be inclusive and work together in delivering quality solutions. Be innovative Use our entrepreneurial passion to drive continuous improvement in our mission to end plastic waste and protect our environment. Be responsible Be accountable for doing the right thing in the right way, acting with integrity and treating others with respect. AGILYX IN ACTION Aije Ashton, Project Coordinator and Office Manager, exemplifies what it means to “Be Responsible.” Her leadership ensured a seamless transition into our new office space in Tigard, OR. Aije’s passion for our mission earned her the well-deserved title of Responsibility Leader in 2024. “I couldn’t be more thankful to have ended up with a team that looks after each other and is so driven to make a difference. I am excited to see how my team will contribute to raising recycling rates and future projects.” Aije Ashton PROJECT COORDINATOR AND OFFICE MANAGER These four values are at the core of how we work, connect, and contribute to meaningful change. Our people live these values daily, helping us advance our mission. Our Employees Our people are the driving force behind our mission to help solve the global plastic waste crisis. With a team of talented innovators, we are developing and using cutting-edge technology to create meaningful change. We remain committed to fostering a diverse, inclusive, and equitable workplace that empowers our employees to succeed and thrive. With a team of 26 dedicated professionals, we strive to cultivate an environment that encourages collaboration, innovation, and personal growth. As an equal opportunity employer, we are committed to providing fair and transparent hiring, training, and career development opportunities. We uphold a culture of non-discrimination, ensuring that every individual regardless of race, class, gender, sexuality, religion, or nationality has the opportunity to contribute, develop, and succeed within our organization. In 2024, we relocated to a new office space in the Portland area, and in 2025, we will open the state-of-the-art Agilyx Research Center (the ARC). These facilities will drive increased productivity, efficiency, and collaboration, while enhancing our capabilities and the services we offer. MISSION, VISION, AND VALUES Since launching our Mission, Vision, and Values program in 2023, we’ve embraced these guiding principles as part of our collective identity. Annual Report 2024 26
Sustainability & Circular Economy 38.4% 25-34 YRS. 23.0% 35-44 YRS. 21.9% 45-55 YRS. 11.5% >55 YRS. 57.7% MALE 42.3% FEMALE GENDER DISTRIBUTION PER JOB LEVEL EEO Group Description Total # # Female % Female # Male % Male Execs & Senior Level Mgrs. 6 1 17% 5 83% Engineers 3 1 33% 2 66% First/Mid-level Mgrs. 5 2 40% 3 60% Professionals 9 5 56% 4 44% Technicians 1 1 100% 0 0% Administrative Support 1 1 100% 0 0% Total/Average 26 11 42% 15 58% GENDER PAY COMPARISON EEO Group Description Execs & Senior Level Mgrs. Female earnings average -23% than male earnings Engineers Female earnings average -16% than male earnings First/Mid-level Mgrs. Female earnings average -33% than male earnings Professionals Female earnings average -36% than male earnings Technicians Female earnings average -27% than male earnings WORKFORCE SNAPSHOT WORKFORCE BY AGE WORKFORCE BY GENDER FULL-TIME TOTAL EMPLOYEES NEW HIRES EMPLOYEES LEFT AGILYX TOTAL EMPLOYEES 26 6 49 26 24 U.S. 2 EUROPE Data is as of December 31, 2024 We recognize the existing gender pay disparities within our organization, which are partly due to a gender imbalance in certain technical roles such as engineering. We are committed to conducting a comprehensive compensation review and taking corrective action to ensure equity and fairness across all roles, while also working to improve gender representation in historically male-dominated functions. Annual Report 2024 27
Scope & Other Disclosures POLICIES AND INSURANCE This sustainability report highlights Agilyx’s wholly- owned operations, focusing on sustainability progress and opportunities throughout 2024. Unless otherwise noted, all quantitative data reflects the period from January 1, 2024, to December 31, 2024. Our corporate governance policies form the foundation for responsible business management, ensuring financial integrity and sustainable performance. These policies are integral to our ESG program and apply to all Agilyx entities and employees worldwide. As part of our commitment to strong corporate governance, we regularly review and update our policies to align with best practices. In 2024, we made revisions to ensure our codes and policies remain relevant and effective. All employees are expected to understand these guidelines and report any concerns or potential violations to Human Resources or a member of management. The latest versions of our codes and policies are available on www.agilyx.com. INSURANCE Agilyx and its subsidiaries maintain insurance coverage for both the company and its directors and officers. This insurance provides protection against financial loss and covers defense costs arising from allegations of fiduciary duty breaches or dishonest acts by directors, officers, and employees. Annual Report 2024 28
Stakeholder Engagement The long-term success of our initiatives relies on meaningful engagement with both internal and external stakeholders. To ensure alignment with our strategic priorities, we maintain an open and ongoing dialogue that informs our efforts. In 2024, Agilyx actively engaged with the following stakeholders: STAKEHOLDER GROUP DESCRIPTION 2024 METHODS OF ENGAGEMENT KEY TOPICS Employees Our people are driven by our mission, vision and core values. Read more on page 26. Internal communications, company meetings, internal events We focus on business strategy, financial performance, sustainability, career development, and human resources. Local communities We are committed to being a valued community partner by fostering strong relationships with local small businesses and maintaining an open, transparent presence in the neighborhoods surrounding our facilities. Local partnerships, charitable contributions, social media Our local communities are focused on volunteering, community involvement, and proactive communications. Value chain partners Companies across the chemical and plastics industries, waste management and recycling sectors, transportation industry, joint ventures, and packaging supply chains turn to Agilyx for proof-of-concept in advanced recycling technology. They rely on us to introduce innovative business models and accelerate the scale-up of advanced recycling solutions to commercial volumes. In-person and virtual meetings, emails, phone calls, conferences, facility tours, and audits to drive business development, joint projects, and commercial initiatives As plastic producers face growing pressure to deliver products with higher recycled content, our partners are particularly focused on the effectiveness, reliability, and efficiency of Agilyx’s technology. They seek opportunities to scale-up rapidly, expand capacity, and leverage our innovative solutions to create new advanced recycling pathways for a broader range of plastics. Government, regulatory bodies, and municipalities We prioritize regulatory compliance and actively work to shape policy related to advanced recycling through participation at local, state, and national levels. Direct outreach via events and conferences, in-person meetings, written correspondence, regulatory filings, facility tours, audits and inspections Through our ownership in Cyclyx, we are actively involved in the Houston Recycling Collaboration, a public-private partnership in the United States committed to significantly increasing Houston's post-use plastics collection rate and helping establish the city as a circular hub for mechanical and advanced recycling. Annual Report 2024 29
Stakeholder Engagement STAKEHOLDER GROUP DESCRIPTION 2024 METHODS OF ENGAGEMENT KEY TOPICS Industry and trade associations We are active members of associations that represent advanced recycling companies in the U.S. and Europe. Memberships in the American Chemistry Council, the Association of Plastics Recyclers, and Chemical Recycling Europe Our membership in these associations helps raise awareness of the benefits of advanced recycling. Through active engagement, we are strengthening support for advanced recycling technology and expanding our network of industry allies. Shareholders and investment community Our investor relations program is designed to provide financial market participants with clear, transparent, and comprehensive information about the Group’s performance and market position, ensuring informed decision-making. In-person and virtual meetings, regular investor conference calls, webinars, and investor disclosures, including those on Oslo Børs NewsWeb and the IR section of our website Our IR team manages inquiries and ensures timely responses to information requests. In 2024, our management team conducted dozens of meetings across the U.S. and Europe, engaging with both existing and prospective investors. In line with our disclosure policy, all investor communications are accessible on our website. Non-governmental organizations (NGOs) and institutions We collaborate with NGOs, including environmental advocates, academic and technical institutes, foundations, and research organizations with interests in the circular economy. Industry trade associations via meetings, conferences, educational events, and collaboration projects We interact with institutions such as universities and federal research agencies, contributing expertise and guidance relevant to their advanced recycling research. We track key publications and studies by NGOs and institutions. Annual Report 2024 30
#9 Industry, Innovation, and Infrastructure Through investment in innovative recycling solutions and infrastructure, Agilyx is working to make post-use plastic management systems more circular as the value of plastic is recovered over and over again. #12 Responsible Consumption and Production Agilyx directly supports reducing waste generation through prevention, reduction, recycling and reuse. #11 Sustainable Cities and Communities Agilyx JV Cyclyx engages with waste management authorities and municipalities, advocating for greater investment in recycling infrastructure. #13 Climate Action Advanced technologies like Styrenyx reduce society’s reliance on fossil fuels and support the transition to a lower carbon future. Plastics made from recycled feedstock have a lower greenhouse gas footprint than traditional plastics made from belowground fossil sources, such as oil and natural gas. #8 Decent Work and Economic Growth Through our initiatives and joint ventures, Agilyx supports valuable “green jobs” that are helping shape a better future for our economy and our world. Sustainable Development Goals Mapping Agilyx continues to align with the United Nations Sustainable Development Goals (SDGs), using them as a framework to drive meaningful action toward a more sustainable, low-carbon future. The following five SDGs are most directly connected to Agilyx’s mission, value chain, and stakeholders: Agilyx has identified two additional SDGs that our value chain partners support through the adoption of Agilyx technology, enabling more circular and sustainable pathways: #14 Life Below Water Diverting plastic waste from landfills and to Cyclyx feedstock processing facilities contributes to this goal by reducing plastic pollution in our oceans and waterways. #15 Life On Land Agilyx is enabling efforts to reduce plastic pollution on land by creating pathways to divert plastic waste away from landfills and into Cyclyx Circularity Centers, promoting a circular economy with lower CO 2 emissions. Annual Report 2024 31
Risk Management As a global company, Agilyx is exposed to a range of risks that could impact our strategic and financial objectives. Our risk management framework is designed to proactively identify, assess, and mitigate these risks, ensuring resilience and long- term success. We recognize the importance of managing both financial and non-financial risks while maintaining a balanced approach to innovation and growth. Our leadership fosters a culture that encourages employees to pursue strategic opportunities within the Board’s defined risk parameters. Operating in a relatively new and evolving industry, Agilyx faces inherent risks related to the introduction and scaling of advanced recycling technology. While management remains committed to identifying and mitigating these operational challenges, we acknowledge that certain risks may still materially impact the Group’s performance and financial results. Annual Report 2024 32
Risk Management RISK IMPACT MITIGATION Strategic Strategy Strategic misalignment or failure to adapt to market conditions could have significant financial and reputational consequences. As we evolve into an investment holding model, the ability to identify and capitalize on high-potential opportunities is critical. The Board conducts an annual strategic review, supplemented by regular discussions to assess industry trends and investment opportunities. Decisions are supported by data-driven insights and external expertise where needed, ensuring disciplined capital allocation and portfolio optimization. Operational Health and safety Our business involves the handling, storage, and processing of potentially hazardous materials, including volatile solvents and chemicals. Failure to manage these operations effectively could lead to serious incidents, including injury, illness, or even loss of life, impacting our employees, contractors, and surrounding communities. Additionally, safety-related incidents could disrupt operations, lead to regulatory penalties, and harm our reputation. Health and safety remain paramount at Agilyx. We maintain rigorous safety program and policies at our Portland, OR facility and our other locations. Our health and safety policy, reinforced by standard operating procedures at our facility in Portland, Oregon, includes a “stop-work” protocol. We maintain tracking and reporting of all OSHA recordable injuries and provide regular training to our people. By fostering a culture of continuous improvement and risk awareness, we strive for zero process safety incidents. Safety is the top priority objective of Cyclyx's two Circularity Center projects and Cyclyx´s executive team has established and enforced a safety-first culture. Technology Our competitive advantage relies on proprietary technology and processes, particularly in advanced recycling. Unauthorized replication of our innovations could erode our market position, while challenges in scaling or adapting technology to new environments may cause delays and financial setbacks. To safeguard intellectual property, we continuously expand patent protections and actively monitor potential infringements. Engineering oversight during project development mitigates operational risks, enhancing implementation success. Annual Report 2024 33
Risk Management RISK IMPACT MITIGATION Operational Operations The Group’s success relies on the ability of customers and partners to develop, complete, and operate complex technical projects and processing equipment. It also depends on the expertise of Agilyx’s team, as well as the contributions of independent contractors, engineering service providers, and equipment suppliers of various scales. Any disruption or failure within this operational supply chain could significantly impact our ability to function effectively, potentially leading to financial setbacks for the Group. To mitigate these risks, we maintain close collaboration with Cyclyx and other key stakeholders to ensure operational stability and project execution excellence. Governance structures, performance monitoring, and contingency planning are embedded in our partnerships to enhance resilience. Talent The Group’s ability to execute its strategy relies on attracting, retaining, and developing top talent. We understand the importance of attracting the right people, establishing them in their roles and managing their development. Failure to do so could result in loss of productivity and intellectual capital, increased recruitment costs, and lower staff morale. To address this risk, we have refined our recruitment and talent development strategies, benchmarking compensation structures and expanding leadership development programs. We conduct benchmarking of remuneration and benefits to help attract and retain our talent and have long-term incentive plans in place. Digital risk With increasing digitalization, cybersecurity risks remain a concern. A cybersecurity incident could compromise sensitive data, disrupt business operations, or result in financial losses and reputational damage. AI presents both opportunities and risks, particularly in cybersecurity, regulatory compliance, operational reliability, and workforce adaptation. AI could introduce vulnerabilities, including biased outputs, data privacy concerns, and regulatory scrutiny. We continue to strengthen IT security through third-party cybersecurity solutions, including advanced threat detection, firewalls, and malware protection. Regular employee training and simulated attack exercises ensure awareness and readiness. We actively monitor AI developments to stay ahead of evolving governance frameworks. Agilyx participates in industry associations and engages with leading companies in our value chain, and will explore how AI can help improve our business operations in the future. Annual Report 2024 34
Risk Management RISK IMPACT MITIGATION Operational Climate change and supply chain disruptions Extreme weather events, pandemics, and geopolitical tensions could disrupt operations and delay project execution, leading to increased costs. Supply chain fragility, particularly for specialized equipment, may impact Cyclyx’s ability to deliver the Circularity Centers on time. To mitigate these risks, Agilyx and Cyclyx have diversified supplier networks and secured alternative logistics solutions. Continuous monitoring of global developments allows for proactive responses to emerging threats. Financial Financial Agilyx transitioned into an investment holding company, and financial risks remain a key focus. Insufficient liquidity or an inability to secure capital under favorable terms could impact our ability to support strategic initiatives, including investments in feedstock management and waste conversion. Changes in market conditions, investor sentiment, or interest rates could further influence funding availability. Additionally, with the issuance of green bonds to finance the second Cyclyx Circularity Center, the Group must ensure timely debt servicing and strict adherence to financial covenants. We proactively manage liquidity through disciplined financial planning, scenario modeling, and close monitoring of projected capital requirements. The Group maintains flexibility by exploring diversified funding sources, including private placements, debt financing, and strategic partnerships. Additionally, we have established a rigorous framework for debt servicing and covenant compliance, ensuring sufficient cash flow allocation to meet our financial obligations. A strengthened financial strategy, coupled with active portfolio management, ensures resilience in evolving market conditions. Regulatory Regulation Agilyx operates in a highly regulated environment, subject to corporate tax policies, trade regulations, and evolving environmental laws. While global momentum toward circular economy policies aligns with our mission, any restrictive legislative changes—such as limitations on advanced recycling facilities or revised definitions of recycled content—could pose challenges. Regulatory uncertainty, particularly in key markets, remains a material risk. We engage proactively with policymakers, regulators, and industry trade associations in the U.S. and EU to advocate for mechanical and advanced recycling policies and circular economy initiatives. The Group closely monitors regulatory developments, ensuring that we remain ahead of legislative shifts while aligning our business strategy with policy trends. Annual Report 2024 35
Risk Management RISK IMPACT MITIGATION Regulatory Geopolitical Shifts in environmental and climate policies in the U.S. could impact the regulatory landscape for recycling and circular economy initiatives. Additional regulations on extended producer responsibility, reduced incentives for mechanical or advanced recycling may affect industry growth and investor confidence. Trade policies, including the imposition of tariffs on imported materials and equipment, could lead to cost overruns in the development of Cyclyx Circularity Centers. Most equipment and materials for these facilities are sourced domestically, but any tariffs on specialized components could increase capital expenditures. Agilyx and Cyclyx projects are not dependent on government subsidies, reducing direct exposure to policy changes. The group closely tracks political developments and adjusts its business strategy accordingly. Our diversification across regulatory jurisdictions further mitigates risk. We work closely with suppliers and contractors to anticipate and mitigate cost pressures. Where possible, we prioritize U.S.-based procurement and explore alternative sourcing strategies to reduce exposure to trade policy shifts. Annual Report 2024 36
GOVERNANCE 37 Annual Report 2024 37
Chair’s Introduction We believe strong corporate governance is the foundation of financial integrity, sustainable growth, and long-term value creation. The Board, supported by dedicated committees, upholds a governance structure aligned with the Norwegian Code of Practice for Corporate Governance. Through clear policies and transparent decision-making, the Board has led the Company through another successful year. However, we recognize that continuous improvement is essential, particularly as a growing company. We remain committed to evolving our governance practices to support our strategy and deliver value for all stakeholders. A Board, fully compliant with the Norwegian Public Companies Act, was elected at the 2024 Annual General Meeting. For more information about our Board members, see page 40. OUR APPROACH TO CORPORATE GOVERNANCE Our approach to governance reflects our commitment to accountability and transparency. Agilyx has adopted a corporate governance regime aligned with the Norwegian Corporate Governance Code and maintains a robust structure comprised of the Board of Directors, executive management, and committees. The following three committees each have a chair: Audit, Compensation and ESG. In addition, pursuant to the Articles of Association, our Nomination Committee proposes candidates for Board and committee positions and, in collaboration with the Compensation Committee, recommends remuneration for directors and committee members. “I am honored to return as Chair of the Board and look forward to supporting Agilyx and our team in achieving our goals. With the diverse expertise of our Board, we are well-equipped to guide management in advancing our strategy and growing the business.” Peter Norris CHAIR OF THE BOARD Annual Report 2024 38
Board & Management Team Our Board PETER NORRIS | CHAIR OF THE BOARD Norris is Chairman of Virgin Group Holdings Limited with more than 45 years of experience in investment banking and business management. Previous professional and Board experience includes: Barings, Goldman Sachs, Quayle Munro Holdings Plc. STEEN JAKOBSEN | CHAIR, COMPENSATION COMMITTEE With over 25 years of experience in the financial industry, Mr. Jakobsen has gained expertise in proprietary trading, FX and options trading. Previous professional and Board experience includes: Swiss Bank Corp, Citibank, Chase Manhattan, UBS, Christiania (now Saxo Bank) CAROLYN CLARKE | CHAIR, AUDIT COMMITTEE Clarke is a chartered accountant and member of the Council of the Chartered Institute of Internal Auditors. She spent 20 years in a variety of leadership roles and has experience in audit, risk, and control. Previous professional and Board experience includes: PwC, Centrica plc, Brave Consultancy, Care International U.K., Starling Bank CATHERINE C. KEENAN | CHAIR, ESG COMMITTEE An executive with more than 30 years of experience in the chemical and plastics industry, Keenan has deep experience in strategy development, government and public affairs, sustainability, crisis management, stakeholder engagement, branding, and reputation management. Previous professional and Board experience includes: Trinseo, Dow Inc., Catherine C. Keenan LLC Annual Report 2024 39
Board & Management Team Our Management Team RANJEET BHATIA | CEO Bhatia has been an active shareholder in Agilyx since leading Saffron Hill Ventures' investment in the company’s first institutional funding round in 2009, serving on Agilyx’s Board before his appointment as CEO. While managing Saffron Hill Ventures, he led investments across various industries, including bio-pesticides, sustainable textiles, e-commerce, and software. He currently serves on the Boards of Coyuchi Inc., Saffron Hill Ventures Ltd., and Cyclyx International LLC. Previous professional and Board experience includes: Loot Ltd., Lord Jacob Rothschild’s venture capital group, Booz-Allen & Hamilton, Dyncor CHRIS FAULKNER | CHIEF TECHNOLOGY OFFICER (CTO) Dr. Faulkner brings over 20 years of technical and organizational expertise on the engineering, process, analytics and administrative fronts to deliver products and operating assets. Previous professional experience includes: The Mosaic Company, ClearEdge Power BERTRAND LAROCHE | CHIEF FINANCIAL OFFICER (CFO) Laroche joined Agilyx in December 2023 to lead corporate development and became CFO in August 2024. He oversees financial strategy, corporate growth, and assists with management of Agilyx investment in Cyclyx while engaging with capital markets to drive sustainable growth. Previous professional and Board experience includes: BNP Paribas Principal Investment Group, sustainable building materials startup JESSICA FLETCHER | VICE PRESIDENT OF ENGINEERING AND PROJECT MANAGEMENT With more than 24 years of engineering and project management experience, Fletcher has played a key role in developing Agilyx’s project management and execution program, leading numerous client projects from feasibility to commissioning. Previous professional experience includes: Lead process engineer for large capital projects in chemical and pharmaceutical facilities. Annual Report 2024 40
Corporate Governance Report The Board believes that strong corporate governance is essential for generating shareholder value and ensuring effective internal controls and management structures. 1. Implementation and reporting of corporate governance • Corporate governance covers the systems, processes, and controls implemented to protect our shareholders and other stakeholders such as our people, suppliers, and customers. All our codes and policies, as approved by the Board of Directors or the General Meeting (as the case may be), are available on our website. • Agilyx has adopted the Corporate Governance Code, and therefore, this section of the report follows the Code of Practice, including the comply or explain provision. 2. Business • Agilyx is a pioneer in the advanced recycling of plastic and is committed to helping solve the global challenge of plastic waste. For more information on our business, the market, and our strategy, please see the strategic report on page 8. The Board evaluates the Group’s strategy and risk profiles on an annual basis. 3. Equity and dividends • The Board’s authorizations to increase share capital and to buy back shares are limited to specific purposes and are granted up to the next general meeting and no later than June 30, 2025. At the 2024 Annual General Meeting, authorization was granted to issue 19,137,200 shares, providing flexibility to raise further capital to fund future growth for the business. During the year, the business issued 14,000,000 new ordinary shares as part of a private placement, raising the equivalent of $40 million in new capital. • In addition, at the same General Meeting, authorization was also granted to purchase the Company’s own shares up to an aggregate nominal value of NOK 191,372, for the purposes of optimizing the share capital structure as consideration for business acquisition and up to an aggregate nominal value of NOK 75,000 in connection with options. In addition, at the same General Meeting, authorization was also granted to purchase the Company’s own shares up to an aggregate nominal value of NOK 191,372, for the purposes of optimizing the share capital structure as consideration for business acquisition, and up to an aggregate nominal value of NOK 75,000 to settle options. 4. Equal treatment of shareholders • Agilyx has only one class of shares, and each share entitles the holder to one vote. All transactions involving company shares are conducted at market price, in accordance with best stock exchange practices in Norway. Related party transactions are covered by our Code of Ethics and Business Conduct, which also applies to Board members and is available on our website. • There were no material transactions between the Company and related parties during 2024. 5. Shares and negotiability • The shares of Agilyx ASA are listed on the main exchange of the Oslo Børs and are freely tradeable. 6. General meetings • Shareholders primarily exercise their rights at the Company’s general meetings. To encourage broad participation, we aim to make these meetings an effective forum for shareholders to engage, express their views, and contribute to key decisions. • As per our Articles of Association, notice of the General Meeting is made by written notification to all shareholders with a known address. Additionally, all relevant documents are available on our website and can be requested to be received by mail. All shareholders are entitled to attend general meetings, vote, and be represented by proxy. Shareholders may also draft resolutions for items to be included on the agenda. Shareholders who wish to participate in general meetings are asked to notify the Company at least two working days prior to the meeting. In accordance with best practice, votes for the appointment of Directors are cast separately for each candidate. • In accordance with Norwegian law, during 2024, the Board was comprised of at least 40% female directors. For further information please see page 27. 7. Nomination Committee • In accordance with the Corporate Governance Code, the Company has a Nomination Committee which was elected at the 2024 General Meeting. The Committee consists of two members: Tor A. Svelland and Pieter Taselaar. Both members of the Committee are independent of the Board and the Group’s executive management. • The role of the Nomination Committee is to provide proposals on the election of shareholder-elected Board members and their remuneration and to propose members for the Nomination Committee. The Nomination Committee charter is available on our website. Annual Report 2024 41
Corporate Governance Report 8. Board of Directors: composition and independence • According to the Company’s articles of association, the Company shall have a Board consisting of a minimum of two and a maximum of eight members, elected by shareholders. The Chair of the Board is elected by the general meeting based on a proposal from the Nomination Committee. Board members are elected for a period of two years at a time and, to ensure continuity, not all seats come up for election in the same year. • During 2024, the Board consisted of four members, all elected by the general meeting, and none of whom are members of executive management. All Board members are considered independent of the Group’s executive management and material business partners. This commitment is balanced against the continuity of the Board, which is reviewed regularly. • Shareholdings of Board members are listed in Note 16. The Board is of the opinion that it has sufficient expertise and capacity to perform its duties in a satisfactory manner. • In addition to the ordinary Board meetings, extraordinary Board meetings were convened as needed in relation to the strategy shift, the capital raise, and the second Cyclyx Circularity Center FID. EXPERIENCE OF THE BOARD Chemicals Waste Sustainability Finance Corporate governance Growth businesses Peter Norris X X X Catherine Keenan X X Carolyn Clarke X X X X Steen Jakobsen X TENURE OF DIRECTORS No. % 0-2 years 0 0% 2-5 years 2 50% 5+ years 2 50% BOARD ATTENDANCE IN ORDINARY MEETINGS IN 2024 Ordinary meetings attended % Peter Norris 6/6 100% Catherine Keenan 6/6 100% Carolyn Clarke 6/6 100% Steen Jakobsen 5/6 83% Annual Report 2024 42
Corporate Governance Report 9. The work of the Board of Directors • The overall management of the Company is vested in the Board and management. In accordance with Norwegian law, the Board is responsible for supervising the general and day-to-day management of the Company’s business, ensuring proper organization, preparing plans and budgets, maintaining adequate controls over activities, accounts, and asset management, and conducting investigations necessary to fulfill its duties. Further information regarding the Board’s duties and rules of procedure is available on our website. • The Board has established subcommittees for Audit, ESG, and Compensation. These Committees are considered to be independent from management. • The Board conducts regular evaluation of the Board and management in accordance with best practices. 10. Risk management and internal control • The quality of the Company’s risk management and internal control systems, including ESG risks, is considered strategically important by the Board and management. These systems and controls form an integrated part of management’s decision-making processes and are central elements in the organization of the Company and the development of its routines. Further information on material risks and mitigation measures can be found on page 32. 11. Remuneration of the Board of Directors • The Nomination Committee proposes the remuneration for members of the Board, which is then approved by shareholders at the general meeting. The remuneration reflects the Board’s responsibility, expertise, time, commitment, and the complexity of the Company’s activities. The Board’s remuneration is not linked to Company performance. Please see Note 5 for the remuneration details. • The Corporate Governance Code also recommends that companies should not grant share options to members of its Board. In 2024, no share options were granted to the Board. 12. Salary and other remuneration for executive personnel • The Company’s Board determines the principles applicable to the policy for management compensation. The Board is directly responsible for determining the CEO’s salary and other benefits. Salary and other employment terms for management are competitive to ensure that we can attract and retain skilled leaders. Remuneration will vary in accordance with local conditions and is based on factors such as position, expertise, experience, conduct, and performance. The Remuneration Policy and Remuneration Report are available on our website. • The Board has appointed a Compensation Committee to monitor decisions on matters regarding remunerations, terms and conditions for management. The Charter of the Compensation Committee is available on our website. 13. Information and communications • The Company publishes its financial calendar every year, highlighting the dates on which it will announce its Annual Report, the half-year results, and hold its general meeting. • All financial reports and disclosures ensure shareholders, investors, and other stakeholders have equal access to accurate, clear, and timely information. 14. Take-overs • Agilyx’s guidelines and practices are in line with the Corporate Governance Code. 15. Auditor • The independent auditor is elected by the General Meeting and is responsible for auditing the Group accounts. The independent auditor attends the meetings of the Audit Committee and presents a plan for each year’s audit. The auditor also meets with the Board of Directors at least once each year without the presence of Agilyx senior management. 16. Going Concern • In accordance with the Accounting Act § 3-3a, we confirm that the financial statements have been prepared under the assumption of going concern. This assumption is based on profit and cash budgeted for 2024 and strategic forecasts for the year 2025. Annual Report 2024 43
Audit Committee Report The Audit Committee is composed of three members: Carolyn Clarke (Chair), Catherine Keenan, and Peter Norris. PURPOSE AND RESPONSIBILITIES The Audit Committee supports the Board by overseeing key areas of financial and risk management, including: • The integrity of the accounting and financial reporting process and statements. • The integrity of the system of risk management and internal control. • The external statutory audit process, including auditor independence and performance, and consideration of the process for monitoring compliance with laws and regulations. • The Code of Conduct. • The Committee has the authority to investigate any matter it deems necessary and may retain external legal, accounting, or advisory experts as needed. “Ensuring financial integrity through strong internal controls and risk management is at the core of our work.” Carolyn Clarke AUDIT COMMITTEE CHAIR AUDIT COMMITTEE ATTENDANCE IN 2024 Meetings attended % Carolyn Clarke 2/2 100% Catherine Keenan 2/2 100% Peter Norris 2/2 100% Annual Report 2024 44
ESG Committee Report The ESG Committee is composed of two members: Catherine Keenan (Chair) and Carolyn Clarke. PURPOSE AND RESPONSIBILITIES The Environmental, Social, and Governance (ESG) Committee supports the Board in overseeing and advancing the Company’s ESG initiatives. Its key responsibilities include: • Establishing, implementing, and executing ESG policies and programs. • Overseeing key areas such as safety, environmental impact, sustainability, and corporate responsibility. In 2025, the ESG Committee will be renamed the Sustainability Committee to reflect our enhanced commitment to sustainability. “The ESG Committee is dedicated to integrating sustainability, corporate responsibility, and governance into our operations. Our focus is on meaningful action that drives long-term value for our stakeholders and the environment.” Catherine Keenan ESG COMMITTEE CHAIR AUDIT COMMITTEE ATTENDANCE IN 2024 Meetings attended % Carolyn Clarke 3/3 100% Catherine Keenan 3/3 100% Annual Report 2024 45
Compensation Committee The Compensation Committee is composed of two members: Steen Jakobsen (Chair) and Catherine Keenan, with other directors invited to participate as needed. PURPOSE AND RESPONSIBILITIES The Compensation Committee supports the Board in overseeing executive compensation and remuneration policies. Its key responsibilities include: • Establishing, implementing, and executing the Company’s compensation policies and programs for the Board and Management. • Reviewing and endorsing Management’s recommendations on the Group’s remuneration framework. • The Group’s Remuneration Report, in compliance with Section 6-16a of the Public Limited Companies Act, is available on our website. “Our focus is on maintaining a fair, transparent, and effective compensation framework that aligns with the Group’s strategic goals.” Steen Jakobsen COMPENSATION COMMITTEE CHAIR AUDIT COMMITTEE ATTENDANCE IN 2024 Meetings attended % Steen Jakobsen 2/2 100% Catherine Keenan 2/2 100% Annual Report 2024 46
2024 PERFORMANCE 47 Annual Report 2024 47
Audit Report RSM Norge AS Ruseløkkveien 30, 0251 Oslo Pb 1312 Vika, 0112 Oslo Org.nr: 982 316 588 MVA T +47 23 11 42 00 F +47 23 11 42 01 www.rsmnorge.no --- To the General Meeting of Agilyx ASA Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Agilyx ASA showing a loss of USD 3 251 488 in the financial statements of the parent company and a loss of USD 22 039 472 in the financial statements of the group. The financial statements comprise: • the financial statements of the parent company Agilyx ASA (the Company), which comprise the balance sheet as at 31 December 2024, the income statement, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, and • the consolidated financial statements of Agilyx ASA and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2024, the income statement, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information. Independent Auditor’s Report In our opinion • the financial statements comply with applicable statutory requirements, • the financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU, and • the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Audit Committee. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. We have been the auditor of Agilyx ASA for 6 years from the election by the general meeting of the shareholders on 22 November 2019 for the accounting year 2019. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Annual Report 2024 48
Audit Report Key Audit Matters How our audit addressed the Key Audit Matters Investment in associate On 31 December 2024, the carrying amount of Investment in associate in the Group’s financial statement was USD 126 733 thousand, equal to approximately 66% of total assets. Investment in associate are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher value in use and fair value less costs to sell), the asset is written down accordingly. On 31 December 2024, management’s impairment assessment indicated that there were no indicators of impairment to the investment in associate. We focused on the carrying amount of Investment in associate because these assets constitute a significant share of the Group’s total assets, and because calculation of the recoverable amount requires application of significant judgement by management. Refer to note 17 to the consolidated financial statements for further information on investment in associate. We requested and reviewed management’s impairment assessment related to investment in associate and evaluated whether the assessment was performed according to IAS 28, Investment in associates and joint ventures and IAS 36, Impairment of assets. Our review focused on identifying if there was any evidence of impairment related to the investment in Cyclyx International, LLC. Based on our review of the information presented to us by management, we found that the assessment of impairment indicators was reasonable and consistent with our understanding of the business and industry. Lastly, we evaluated the information provided in note 17 to the consolidated financial statements and found it to be adequate and appropriate. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appear to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report • is consistent with the financial statements and • contains the information required by applicable statutory requirements. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. For further description of Auditor’s Responsibilities for the Audit of the Financial Statements reference is made to: https://revisorforeningen.no/revisjonsberetninger Annual Report 2024 49
Audit Report Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects, the financial statements included in the annual report have been prepared in compliance with ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial information”. The standard requires us to plan and perform procedures to obtain reasonable assurance about whether the financial statements included in the annual report have been prepared in compliance with the ESEF Regulation. Auditor’s Responsibilities As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging of the consolidated financial statements and assess management’s use of judgement. Our procedures include reconciliation of the iXBRL tagged data with the audited financial statements in human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Oslo, 23 April 2025 RSM Norge AS Lars Løyning State Authorised Public Accountant Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary. Report on Other Legal and Regulatory Requirements Report on Compliance with Requirement on European Single Electronic Format (ESEF) As part of the audit of the financial statements of Agilyx ASA, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the annual report, with the file name "XXXXXXXX-2024-12-31-en", have been prepared, in all material respects, in compliance with with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of the consolidated financial statements. In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF regulation. Opinion Management’s Responsibilities RSM Norge AS (company number 982316588), RSM Advokatfirma AS (company number 914095573), RSM Norge Kompetanse AS (company number 925107492). RSM Advokatfirma AS and RSM Norge Kompetanse AS are affiliates of RSM Norge AS. RSM Norge AS is a member of the RSM Network and trades as RSM. RSM is the trading name used by the members of the RSM Network. Each member of the RSM Network is an independent assurance, tax and consulting firm each of which practices in its own right. The RSM network is not itself a separate legal entity of any description in any jurisdiction. RSM Norge AS Annual Report 2024 50
Financial Statements (Amounts in USD) Agilyx ASA Parent and Consolidated Statement of Comprehensive Income For the Period Ended December 31 Parent Group 2023 2024 Note Operating revenue and operating expenses 2023 2024 - - 3 Revenues 5,894,701 1,009,813 - - 4 Cost of goods and services 5,298,421 976,786 - - Gross margin 596,280 33,027 - - Research costs 3,102,798 2,275,351 - - Sales and marketing 1,424,622 566,606 1,735,873 1,341,673 General and administrative 11,829,284 7,654,120 1,735,873 1,341,673 4, 5 Total operating expenses 16,356,704 10,496,077 (1,735,873) (1,341,673) Operating loss (15,760,424) (10,463,050) Financial income and financial expenses - - 17 Share of loss of equity accounted associates (1,973,061) (8,769,502) - - 9 Impairment of investment in associate (2,023,078) (49,382) - - Write-down of Regenyx receivable - (664,400) 3,009,983 (1,798,901) 14 Fair value gain on financial instruments 3,009,983 (1,798,901) - (94,523) Interest expense (207,663) (72,897) 107,045 4,416 Other financial income 132,203 6,961 (224,548) (20,807) Other financial expense (334,552) (228,301) 2,892,480 (1,909,815) Net financial items (1,396,168) (11,576,422) 1,156,607 (3,251,488) Loss before tax (17,156,592) (22,039,472) - - Income tax expense - - 1,156,607 (3,251,488) Loss from continuing operations (17,156,592) (22,039,472) Ranjeet Bhaa CEO Catherine C. Keenan Board Member Peter Norris Chairman Carolyn Clarke Board Member Steen Jakobsen Board Member Directors' Responsibility Statement The Board of Directors and the Chief Executive Officer have reviewed and approved the Board of Directors’ report, which incorporates the strategic and governance reports, and the consolidated and separate annual financial statements for Agilyx ASA as of 31 December 2024 (Annual Report 2024). The consolidated financial statements have been prepared in accordance with IFRS and IFRIC as adopted by the EU and applicable additional disclosure requirements in the Norwegian Accounting Act. To the best of our knowledge: • The consolidated and separate annual financial statements for 2024 have been prepared in accordance with applicable financial reporting standards; • The consolidated and separate annual financial statements give a true and fair view of the assets, liabilities, financial position and profit as a whole as of 31 December 2024 for the Group and the Company; • The Board of Directors’ report includes a fair review of the development and performance of the business and the financial position of the Group and the Company; • The Board of Directors’ report includes a fair review of the principal risks and uncertainties the Group and the Company face. In accordance with the Accounting Act § 2-2, we confirm that the financial statements have been prepared under the assumption of going concern. This assumption is based on profit forecasts for the year 2025 and the Group’s long-term strategic forecasts. The Group’s economic and financial position is sound. Oslo, Norway • April 23, 2025 Annual Report 2024 51
Agilyx ASA Parent and Consolidated Balance Sheet Balance Sheet as of December 31 Parent ASSETS Group 2023 2024 Note Non-current assets 2023 2024 - - 6 Intangible assets 3,586,680 2,673,802 - - 7 Property, plant and equipment 1,336,219 851,571 - - 8 Right of use asset 284,111 924,809 71,438,516 104,296,147 17 Shares in subsidiaries - - - - 17 Investment in associate 113,002,939 126,733,437 - - Other non-current assets 35,802 53,784 71,438,516 104,296,147 Total non-current assets 118,245,751 131,237,403 Current assets - - 10, 17 Accounts receivable 588,878 590,377 - - 11 Inventory - 4,811 - - Deferred project costs 2,165,727 2,451,619 6,939 6,939 Prepaid expenses and other current assets 772,997 174,169 - 40,188,255 Restricted cash - 40,188,255 5,958,889 17,227,016 Cash and cash equivalents 8,527,632 18,135,934 5,965,828 57,422,210 Total current assets 12,055,234 61,545,165 77,404,344 161,718,357 Total assets 130,300,985 192,782,568 Liabilities and stockholders’ equity Equity 162,269 188,851 16 Share capital 162,269 188,851 73,239,523 111,001,329 Share premium 73,239,523 111,001,329 9,432,289 9,414,920 Additional paid-in capital 9,432,289 9,414,920 82,834,081 120,605,100 Total paid-in equity 82,834,081 120,605,100 (13,131,846) (16,383,334) Retained earnings 41,349,154 19,309,683 - - Foreign currency translation reserve (223,858) (112,118) - - Non-controlling interest - - 69,702,235 104,221,766 Total equity 123,959,377 139,802,665 Agilyx ASA Parent and Consolidated Statement of Comprehensive Income (CONT.) For the Period Ended December 31 Parent Group 2023 2024 Note Operating revenue and operating expenses 2023 2024 Discontinued operation - - 23 Profit from discontinued operation, net of tax 113,279,186 - 1,156,607 (3,251,488) Profit (loss) for the period 96,122,594 (22,039,472) - - Other comprehensive income – items that will or may be reclassified to profit or (loss) – foreign currency translation (122,747) 111,740 1,156,607 (3,251,488) Total comprehensive profit (loss) for the period 95,999,847 (21,927,732) Profit (loss) for the period attributable to: Equity holders of the parent 97,473,988 (22,039,472) Non-controlling interest (1,351,394) - 96,122,594 (22,039,472) Total comprehensive profit (loss) for the period attributable to: Equity holders of the parent 97,351,241 (21,927,732) Non-controlling interest (1,351,394) - 95,999,847 (21,927,732) Earnings per share – from continuing operations 22 Earnings per share, basic and diluted (0.20) (0.22) Earnings per share – from continuing and discontinued operations 22 Earnings per share, basic and diluted 1.12 (0.22) The comparative information has been restated due to the deconsolidation of Cyclyx following a loss of control. See Note 23. Annual Report 2024 52
Agilyx ASA Parent and Consolidated Balance Sheet (CONT.) as of December 31 Parent Group 2023 2024 Note 2023 2024 Liabilities Non-current liabilities - - 8 Long-term lease liability 60,441 676,027 - 45,002,264 19 Bond payable, net of discount - 45,002,264 3,293,206 5,092,107 14 Warrant liability 3,293,206 5,092,107 3,293,206 50,094,371 Total non-current Liabilities 3,353,647 50,770,398 Current liabilities 403 376 12 Accounts payable 1,830,507 207,796 78,413 894,168 13 Accrued expenses and other current liabilities 924,937 1,685,185 4,330,087 6,507,676 17 Payables to group companies - - - - 20 Contract liability - 170,268 - - 8 Current portion lease liability 232,517 146,256 4,408,903 7,402,220 Total current liabilities 2,987,961 2,209,505 7,702,109 57,496,591 Total liabilities 6,341,608 52,979,903 77,404,344 161,718,357 Total liabilities and stockholders equity 130,300,985 192,782,568 Agilyx ASA Parent and Consolidated Statements of Cash Flows Statements of Cash Flows For the Period Ended December 31 Parent Group 2023 2024 Note 2023 2024 1,156,607 (3,251,488) Profit (loss) for the period 96,122,594 (22,039,472) - - 6, 7 Depreciation and amortisation 674,000 515,913 - - 8 Amortisation on ROU assets 270,003 260,653 - - Asset impairment - 1,042,545 - - Share of loss of equity accounted associates 1,973,061 8,769,502 - - 9 Impairment of investment in Regenyx 2,023,078 49,382 - - Write-down of Regenyx receivable - 664,400 - - Stock based compensation 840,794 (17,369) - - 23 Gain on on loss of control of subsidiary (118,214,262) - (3,009,983) 1,798,901 14 Fair value (gain) loss on financial instruments (3,009,983) 1,798,901 - 699,185 Interest expense 224,748 795,174 Changes in: - - 10 Accounts receivable (1,871,350) (665,897) - - 11 Inventory (1,330,849) (4,811) 1,800,068 2,431,094 12, 13 Accounts payable and accrued liabilities 14,118,076 (1,424,684) - - 20 Contract liability (2,590,228) 170,268 - - Prepaid expenses and other assets (584,413) 449,710 - - Deferred project costs (2,165,727) (285,892) - 22,324 Other timing differences (122,747) (47,348) (53,308) 1,700,016 Net cash from operations (13,643,205) (9,969,025) (18,400,000) (32,857,631) Cash contribution from parent to subsidiaries - - - - 23 Net cash outflow on loss of control of subsidiary (1,647,145) - - - 9 Regenyx investment funding (2,023,078) (49,382) - - Cyclyx investment funding - (22,500,000) - - 7 Purchases of property and equipment (8,005,440) (45,925) (18,400,000) (32,857,631) Net cash from investments (11,675,663) (22,595,307) Ranjeet Bhaa CEO Catherine C. Keenan Board Member Peter Norris Chairman Carolyn Clarke Board Member Steen Jakobsen Board Member Oslo, Norway • April 23, 2025 Annual Report 2024 53
Agilyx ASA Parent and Consolidated Statements of Cash Flows (CONT.) For the Period Ended December 31 Parent Group 2023 2024 Note 2023 2024 20,413,135 39,072,787 Proceeds from capital increases 20,413,135 39,072,787 (1,008,761) (1,304,926) Costs related to capital increases (1,008,761) (1,304,926) - - Capital contribution from non-controlling interest in Cyclyx 1,250,000 - - (40,188,255) 19 Restricted cash - (40,188,255) - 47,480,834 Proceeds from bond issuance, net 5,000,000 47,480,834 - (2,634,698) Costs related to the bond - (2,634,698) - - Repayment of bond (5,000,000) - - - Proceeds from invester loan 6,000,000 - - - Repayment of invester loan (6,000,000) - - - 8 Principal paid on lease liabilities (254,445) (219,857) - - 8 Interest paid on lease liabilities (51,031) (33,252) - - 19 Interest paid on borrowings (173,717) - 19,404,374 42,425,742 Net cash from financing 20,175,181 42,172,633 951,066 11,268,127 Net (decrease) increase in cash and cash equivalents (5,143,687) 9,608,302 5,007,823 5,958,889 Cash and cash equivalents at beginning of the period 13,671,319 8,527,632 5,958,889 17,227,016 Cash and cash equivalents at end of the period 8,527,632 18,135,934 Annual Report 2024 54
Consolidated Statement of Changes in Equity Note Group Group equity Share capital Share premium Additional paid-in capital Retained earnings Foreign currency translation Total attributable to equity holders of the parent Non-controlling interest Total Balance, December 31, 2022 143,040 53,854,378 8,591,495 (56,124,834) (101,111) 6,362,698 696,640 7,059,608 Proceeds from private placement, net 18,768 19,147,696 - - - 19,166,464 - 19,166,464 Proceeds from exercise of stock options and warrants 461 237,449 - - - 237,910 - 237,910 Loss of control of subsidiary 23 - - - - - - (595,246) (595,246) Payment made from non-controlling interest in Cyclyx Int. LLC - - - - - - 1,250,000 1,250,000 Equity settled share based payment 5 - - 840,794 - - 840,794 - 840,794 Other comprehensive loss - - - - (122,747) (122,747) - (122,747) Net result for the year - - - 97,473,988 - 97,473,988 (1,351,394) 96,122,594 Balance, December 31, 2023 162,269 73,239,523 9,432,289 41,349,154 (223,858) 123,959,107 - 123,959,377 Proceeds from private placement, net 26,582 37,761,806 - - - 37,788,388 - 37,788,388 Loss of control of subsidiary 23 - - - - - - - - Equity settled share based payment 5 - - (17,369) - - (17,369) - (17,369) Other comprehensive income - - - - 111,740 111,740 - 111,740 Net result for the year - - - (22,039,472) - (22,039,472) - (22,039,472) Balance, December 31, 2024 188,851 111,001,329 9,414,920 19,309,683 (112,118) 139,802,395 - 139,802,665 Annual Report 2024 55
Consolidated Statement of Changes in Equity (CONT.) Note Parent Parent equity Share capital Share premium Additional paid-in capital Retained earnings Total Balance, December 31, 2022 143,040 53,854,378 8,591,495 (14,288,453) 48,300,460 Proceeds from private placement, net 18,768 19,147,696 - - 19,166,464 Proceeds from exercise of stock options and warrants 461 237,449 - - 237,910 Equity settled share based payment 5 - - 840,794 - 840,794 Net result for the year - - - 1,156,607 1,156,607 Balance, December 31, 2023 162,269 73,239,523 9,432,289 (13,131,846) 69,702,235 Proceeds from private placement, net 26,582 37,761,806 - - 37,788,388 Proceeds from exercise of stock options and warrants - - - - - Equity settled share based payment 5 - - (17,369) - (17,369) Net result for the year - - - (3,251,488) (3,251,488) Balance, December 31, 2024 188,851 111,001,329 9,414,920 (16,383,334) 104,221,766 Annual Report 2024 56
Note 1: Material Accounting Policies
Agilyx
ASA
is a
Norwegian company
, located in Oslo,
Norway
and the parent and ulmate public company in the Agilyx
Group.
The Agilyx Group headquarters are located in
Portsmouth, New Hampshire and Tigard, Oregon (USA).
Agilyx ASA was incorporated on November
22, 2019 as a shelf
company and there was no acvity in 2019. Agilyx ASA became the parent of the Agilyx Group through a reorganizaon in early January 2020. The Group was reorganized such that the shareholders of Agilyx Corporaon contributed their shares in Agilyx Corporaon for shares in Agilyx ASA resulng in Agilyx Corporaon becoming a 100% owned subsidiary of Agilyx ASA. The transacon was accounted for as an inverse acquision using connuity on Agilyx Corporaon book values in the consolidated Group statements. However, the underlying business of the Agilyx Group has been in existence since 2004.
The Agilyx Group has developed comprehensive systems, proven technologies and a unique chemistry knowledge base to give post-use plascs new purpose. We have the proprietary technology for idenfying, managing and preprocessing waste into feedstock. Our integrated soluons can take waste polymers and produce discrete monomers that can be fully recycled back into virgin-equivalent products. Agilyx is commied to using innovave technology for good and helping solve the immense global problem of plasc waste.
These financial statements have been prepared in accordance with IFRS Accounng Standards as issued by the Internaonal Accounng Standards Board as adopted by the European Union (collecvely IFRS Accounng Standards).
The US Dollar is the presentaon currency of the Agilyx Group. All foreign operaons use local currency as their funconal currency.
The consolidated financial statements have been prepared on a historical cost basis, except for warrants, which have been measured at fair value (see Note 14).
The parent accounts are separate financial statements prepared in accordance with IFRS Accounng Standards.
The consolidated financial statements of the Agilyx Group for the fiscal year 2024 were approved by the Board of Directors on April 23, 2025.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Agilyx ASA and its subsidiaries Agilyx Corporaon, Agilyx GmbH and Agilyx ApS. The cost price of shares and partnership units are eliminated against the equity in the underlying companies. Agilyx Corporaon held a 50% interest in Regenyx LLP, which has been accounted for under the equity method, unl it was dissolved in December 2024. In October 2023, the Group lost control of Cyclyx which resulted in the investment no longer being consolidated. Agilyx Corporaon now holds a 50% interest in Cyclyx Internaonal, LLC accounted for under the equity method. See Note 23 for more informaon.
I. SUBSIDIARIES Subsidiaries are enes controlled by Agilyx Group. Control is achieved when Agilyx Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, Agilyx Group controls an investee if, and only if, it has: • Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee • Exposure, or rights, to variable returns from its involvement with the investee • The ability to use its power over the investee to affect its returns Generally, there is a presumpon that a majority of vong rights results in control. To support this presumpon and when Agilyx Group has less than a majority of the vong or similar rights of an investee, Agilyx Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: • The contractual arrangement(s) with the other vote holders of the investee • Rights arising from other contractual arrangements • Agilyx Group’s voting rights and potential voting rights Agilyx Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidaon of a subsidiary begins when Agilyx Group obtains control over the subsidiary and ceases when Agilyx Group loses control of the subsidiary. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences unl
Notes Annual Report 2024 57
the date on which control ceases. All intra-group assets and liabilies, equity, income, expenses and cash flows relang to transacons between members of Agilyx Group are eliminated in full on consolidaon.
II. NON-CONTROLLING INTERESTS Non-controlling interests (NCI) are present ownership interests and entles its holders to a proporonate share of the enty’s net assets in the event of liquidaon. Enes have a choice, on a transacon by transacon basis, to inially recognize any NCI at either acquision date fair value or, at the present ownership instruments’ proporonate share in the recognized amounts of the acquiree’s idenfiable net assets. Agilyx Group has elected the laer approach to measure NCI inially at their proporonate share of the acquiree’s idenfiable net assets at the date of acquision. The total comprehensive income of non-wholly owned subsidiaries is aributed to owners of the parent and to the non-controlling interests in proporon to their relave ownership interests.
III. LOSS OF CONTROL When Agilyx Group loses control over a subsidiary, it derecognizes the assets and liabilies of the subsidiary, and any NCI and other components of equity. Any resulng gain or loss is recognized in profit or loss. Any interest retained in the former subsidiary is measured at fair value when the control is lost. See Note 23 for addional commentary on the loss of control of Cyclyx during 2023.
IV. INVESTMENTS IN ASSOCIATES Associates are those enes where Agilyx Group has significant influence (but not control or joint control) over the financial and operang policy decisions of balance sheet at cost, including transacon costs. Subsequently, interests in associates are accounted for using the equity method, where Agilyx Group’s share of post-acquision, post-tax profits and losses and other comprehensive income is recognized in the consolidated statement of profit and loss (except for losses in excess of the carrying amount of Agilyx Group’s interest in associate, unless there is an obligaon to make good those losses). Profits and losses arising on transacons between Agilyx Group and its associates are recognized only to the extent of unrelated investors’ interests in the associate. The investor’s share in the associate’s profits and losses resulng from these transacons is eliminated against the carrying value of the associate. Any premium paid for an associate above the fair value of Agilyx Group’s share of the idenfiable assets, liabilies and conngent liabilies acquired is capitalized and included in the carrying amount of the associate. Where there is objecve evidence that the investment in an associate has been impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.
DISCONTINUED OPERATIONS A disconnued operaon is a component of Agilyx Group’s business that has been disposed of by sale or other means (including loss of control), and that represents one of the following: • a separate major line of business, • a geographical area of operations, or • is a subsidiary acquired exclusively with a view to resale. Disconnued operaons are presented in the consolidated income statement as a single line which comprises the post-tax profit or loss of the disconnued operaon along with the post- tax gain or loss recognized on the re-measurement to fair value less costs to sell or on disposal of the assets or disposal groups constung disconnued operaons. When an operaon is classified as a disconnued operaon, the comparave income statement is re-presented as if the operaon had been disconnued from the start of the comparave year.
REVENUE Performance Obligaons and ming of revenue recognion Agilyx Group’s revenues can be divided into three main streams, as analyzed numerically in Note 3: PROJECT DEVELOPMENT Revenues related to project developments are recognized over the contract period using percentage of compleon as the method for measuring the revenue. This is because the projects created have no alternave use for Agilyx Group and the contracts require payment to be received for the me and effort
Note 1 Cont. Annual Report 2024 58
spent by the group on progressing the contracts in the event of the customer canceling the contract prior to compleon for any reason other than the group’s failure to perform its obligaons under the contract. On parally complete design contracts, Agilyx Group recognizes revenue based on stage of compleon of the project which is esmated by comparing the number of hours actually spent on the project with the total number of hours expected to complete the project (i.e. an input based method). This is considered a faithful depicon of the transfer of services as the contracts are inially priced on the basis of ancipated hours to complete the projects and therefore also represents the amount to which the group would be entled based on its performance to date. LICENSE, MEMBERSHIP AND ROYALTY FEES License revenues are recognized when the license is delivered and the rights are transferred to the buyer. The rights relate to Agilyx Group’s patented conversion technology which helps customers to take feedstock and turn it into a product. Once the rights are transferred to the buyer, Agilyx Group usually has a present right to payment and retains none of the significant risks and rewards of the goods in queson. SALES OF GOODS Revenues from the sale of goods are recognized at the point in me of the delivery, when control of the goods and risk of ownership has transferred to the customer. There is limited judgement needed in idenfying the point control passes: once physical delivery of the products to the agreed locaon has occurred, the Agilyx Group no longer has physical possession, usually will have a present right to payment and retains none of the significant risks and rewards of the goods in queson. DETERMINING THE TRANSACTION PRICE Agilyx Group’s revenue is derived from fixed price contracts and therefore the amount of revenue to be earned from each contract is determined by reference to those fixed prices. There are no revenue contracts with significant financing components. ALLOCATING AMOUNTS TO PERFORMANCE OBLIGATIONS For sales contracts there is a fixed unit price for each product sold. Therefore, there is no judgement involved in allocang the contract price to each unit ordered. Where a customer orders more than one product line, Agilyx Group is able to determine the split of the total contract price between each product line by reference to each product’s standalone selling prices (all product lines are capable of being, and are, sold separately). Agilyx Group’s contracts are for the delivery of goods within the next 12 months for which the praccal expedient in paragraph 121(a) of IFRS 15 applies, related to the presentaon of remaining performance obligaons.
RESEARCH AND DEVELOPMENT EXPENSES Expenditure on internally developed product or technology is capitalized if it can be demonstrated that: • It is technically feasible to develop the product for it to be sold • Adequate resources are available to complete the development • There is an intention to complete and sell the product • The Group is able to sell the product • Sale of the product will generate future economic benefits, and • Expenditure on the project can be measured reliably. Capitalized development costs are amorzed over the periods Agilyx Group expects to benefit from selling the products developed. No projects have met this criteria for any of the periods presented. Development expenditure not sasfying the above criteria and expenditure on the research phase of internal projects are recognized in the consolidated income statement as incurred.
INCOME TAX CURRENT INCOME TAX Current income tax assets and liabilies are measured at the amount expected to be recovered from or paid to the taxaon authories. The tax rates and tax laws used to compute the amount are those that are enacted or substanvely enacted at the reporng date in the countries where the Agilyx Group operates and generates taxable income.
DEFERRED TAXATION Deferred tax assets and liabilies are recognized where the carrying amount of an asset or liability in the consolidated balance sheet differs from its tax base, except for differences arising on: • The initial recognition of goodwill • The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit, and
Note 1 Cont. Annual Report 2024 59
• Investments in subsidiaries and joint arrangements where Agilyx Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognion of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be ulized. The amount of the asset or liability is determined using tax rates that have been enacted or substanvely enacted by the reporng date and are expected to apply when the deferred tax liabilies/(assets) are seled/(recovered). Deferred tax assets and liabilies are offset when Agilyx Group has a legally enforceable right to offset current tax assets and liabilies and the deferred tax assets and liabilies relate to taxes levied by the same tax authority on either: • The same taxable group company, or • Different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
STOCK-BASED COMPENSATION The Company accounts for stock-based compensaon in accordance with IFRS 2 – Share-based payment. The grant-date fair value of equity-seled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesng period of the awards, using the accelerated method. The amount recognized as an expense, commences on the first of the month following the date of the grant and is adjusted to reflect the number of awards for which the related service condions are expected to be met, such that the amount ulmately recognized is based on the number of awards that meet the related service condions at the vesng date.
FOREIGN CURRENCY TRANSLATION Certain transacons of the Company and its subsidiaries are denominated in currencies other than their funconal currency. Foreign currency exchange gains and losses generated from the selement and remeasurement of these transacons are recognized in earnings and presented within “Other financial income” in the Company’s Income Statement.
CLASSIFICATION OF ASSETS AND LIABILITIES Assets intended for permanent ownership or use in the business are classified as non-current assets. Other assets are classified as current assets. Receivables due within one year are classified as current assets. The classificaon of current and non-current liabilies is based on the contractual terms of the underlying agreements.
FINANCIAL INSTRUMENTS
FINANCIAL ASSETS Agilyx Group categorizes all of its financial assets as amorzed cost, due to the nature and purpose of the assets. These assets arise principally from the provision of goods and services to customers (e.g. accounts receivables), but also incorporate other types of financial assets where the objecve is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest (principally cash and cash equivalents). They are inially recognized at fair value plus transacon costs that are directly aributable to their acquision or issue, and are subsequently carried at amorzed cost using the effecve interest rate method, less provision for impairment, as required. Impairment provisions for current and non-current trade receivables are recognized based on the simplified approach within IFRS 9 see note 10 for further commentary on the applicaon of this. Agilyx Group’s financial assets measured at amorzed cost comprise accounts receivables, restricted cash and cash and cash equivalents in the consolidated balance sheet.
FINANCIAL LIABILITIES Agilyx Group classifies its financial liabilies into one of two categories, depending on the purpose for which the liability was acquired.
FAIR VALUE THROUGH PROFIT OR LOSS This category comprises warrants and subscripon rights which are derivave financial instruments. They are carried in the consolidated balance sheet at fair value with changes in fair value recognized in the consolidated profit and loss. Other than these derivave financial instruments, the Group does not have any liabilies held for trading nor has it designated any financial liabilies as being at fair value through profit or loss.
OTHER FINANCIAL LIABILITIES – MEASURED AT AMORTIZED COST Other financial liabilies include bond payable, accounts payable, payables to Group companies and lease liabilies. These are inially recognized at fair value net of any transacon costs directly aributable to the issue of the instrument.
Note 1 Cont. Annual Report 2024 60
Any interest bearing liabilies are subsequently measured at amorzed cost using the effecve interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial posion. Accounts payables and other short-term monetary liabilies, are inially recognized at fair value and subsequently carried at amorzed cost using the effecve interest method.
INTANGIBLE ASSETS Intangible assets that are acquired separately are recognized at historical cost. Intangible assets acquired in a business combinaon are recognized at historical cost when the criteria for balance sheet recognion have been met. Intangible assets with a limited economic life are amorzed on a systemac basis, based on the useful economic life as described in Note 6. Intangible assets are wrien down to the recoverable amount if the expected economic benefits do not exceed the carrying amount and any remaining development costs.
PROPERTY, PLANT AND EQUIPMENT Fixed assets are recorded in the balance sheet at acquision cost, less accumulated depreciaon and any impairment losses. Depreciaon is made from the me assets are put into regular operaons and is calculated on straight line basis over the esmated economic asset lifeme. Depreciaon rates are set out in Note 7. This period’s depreciaon is charged to this year’s operang expenses in the income statement.
SUBSIDIARIES Investments in subsidiaries are valued at cost in the separate financial statements. The investments are valued at cost less any impairment losses. Impairment losses are reversed if the reason for the impairment loss disappears in a later period.
LEASES IDENTIFYING LEASES Agilyx Group accounts for a contract, or a poron of a contract, as a lease when it conveys the right to use an asset for a period of me in exchange for consideraon. Leases are those contracts that sasfy the following criteria: (a) There is an idenfied asset; (b) Agilyx Group obtains substanally all the economic benefits from use of the asset; and (c) Agilyx Group has the right to direct use of the asset. Agilyx Group considers whether the supplier has substanve substuon rights. If the supplier does have those rights, the contract is not idenfied as giving rise to a lease. In determining whether Agilyx Group obtains substanally all the economic benefits from use of the asset, Agilyx Group considers only the economic benefits that arise use of the asset, not those incidental to legal ownership or other potenal benefits. In determining whether Agilyx Group has the right to direct use of the asset, Agilyx Group considers whether it directs how and for what purpose the asset is used throughout the period of use. If there are no significant decisions to be made because they are pre-determined due to the nature of the asset, Agilyx Group considers whether it was involved in the design of the asset in a way that predetermines how and for what purpose the asset will be used throughout the period of use. If the contract or poron of a contract does not sasfy these criteria, the Group applies other applicable IFRSs rather than IFRS 16. INITIAL MEASUREMENT All leases are accounted for by recognizing a right-of-use asset and a lease liability except for: • Leases of low value assets; and • Leases with a duration of 12 months or less. Lease liabilies are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the group’s incremental borrowing rate on commencement of the lease is used. The incremental borrowing rate is determined with reference to the current external borrowing rates of Agilyx Group, adjusted so as to arrive at the rate of interest that Agilyx Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. On inial recognion, the carrying value of the lease liability also includes: • amounts expected to be payable under any residual value guarantee; • the exercise price of any purchase option granted in favor of the group if it is reasonable certain to assess that option; • any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. Right of use assets are inially measured at the amount of the lease liability, reduced for any lease incenves received, and increased for:
Note 1 Cont. Annual Report 2024 61
• lease payments made at or before commencement of the lease; • initial direct costs incurred; and • the amount of any provision recognized where the group is contractually required to dismantle, remove or restore the leased asset. SUBSEQUENT MEASUREMENT Subsequent to inial measurement lease liabilies increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right- of-use assets are amorzed on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.
IMPAIRMENT OF NON-FINANCIAL ASSETS Agilyx Group non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is wrien down accordingly. See Note 9, for specific analysis performed on the investment in Regenyx. Where it is not possible to esmate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately idenfiable cash flows; its cash generang units (‘CGUs’). Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognized in other comprehensive income.
RECEIVABLES Trade receivables and other receivables are recognized at amorzed cost, less any provision for expected credit losses of receivables. See Note 10 for further informaon on how Agilyx Group applies the simplified model for expected credit losses, as permied by IFRS 9.
CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash, bank deposits and other monetary instruments with a maturity of less than three months at the date of purchase.
RESTRICTED CASH Restricted cash represents cash proceeds from the bond, which are held in an escrow account. The cash is restricted for capital contribuons to Cyclyx, as the enty builds its second circularity center (see Note 19 for further informaon). The cash is expected to be contributed to Cyclyx during 2025 and 2026.
INVENTORIES Inventories are inially recognized at cost, and subsequently at the lower of cost and net realizable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present locaon and condion. First in first out is used to determine the cost of ordinarily interchangeable items.
INDEPENDENT SUBSCRIPTION RIGHTS – DERIVATIVE LIABILITY Agilyx has granted warrants in connecon with various debt and equity issuances that were exercisable into ordinary shares. In connecon to the share exchange that was completed January 7, 2020, these warrants were replaced with subscripon rights where Agilyx ASA issued 36,925 (3,692,500 aſter share split 1:100) subscripon rights exercisable by noce to the Board of Directors. Upon exercise, a cash contribuon of $100 ($1 aſter share split) shall be paid for the warrants under the 2017 plan in Agilyx Corporaon, and $0.01 (0.00 aſter share split) for all other warrants. The subscripon rights were issued by an extraordinary general meeng held August 27, 2020. The warrant agreements include a cashless exercise opon, which introduces variability into the number of shares that could be issued. The instruments therefore fails the fixed for fixed requirement in IAS 32 and is classified as a derivave liability. The instruments meets the definion of a derivave because their values change in response to a specified financial instrument price (Agilyx Group stock price), they required no inial net investment and they will be seled at a future date. Such derivave financial instruments are inially recognized at fair value on the date on which a derivave contract is entered into and are subsequently remeasured at fair value. See Note 14 for addional informaon on these instruments and the valuaon approach.
CASH FLOW The cash flow statement is prepared according to the indirect method.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparaon of audited consolidated financial statements in conformity with IFRS Accounng Standards require management to make certain esmates and judgements about the future that affect the applicaon of Agilyx Group’s accounng policies and the reported amounts of assets, liabilies, incomes and expenses.
Note 1 Cont. Annual Report 2024 62
Esmates and judgements are connually evaluated based on historical experience and other factors, including expectaons of future events that are believed to be reasonable under the circumstances. Although the Company regularly assesses these esmates, actual results could differ from those esmates. Changes in esmates are recorded in the period in which they occur and become known.
I. JUDGMENTS: • Equity accounting: whether the Agilyx Group has significant influence over equity accounted investees (Notes 9 and 17); • Consolidation: Whether the Agilyx Group has control over an investee, and whether control has been lost (Notes 17 and
23)
.
II. ESTIMATES: • Estimating the amounts due for the initial funding period provision related to the Regenyx investment (Note 9); • Assumptions and estimates related to the impairment of the investment in Regenyx, including future cash flows (Note 9); • Recording accounts receivable, and consideration of any potential allowance for expected credit losses (Note 10); • Useful lives aributed to property plant and equipment and intangible assets (Notes 6 and 7); • Revenue recognized in accordance with the stage of compleon method (see accounng policy above and Note 3); • Stock-based compensaon expense (Note 15); • Warrant and stock subscripon rights, valuaon assumpons (Note 14); • Assumpons and esmates related to the fair value of the Agilyx Group’s interest in Cyclyx following the loss of control (Notes 17 and 23); • Assumpons related to the inial recognion of leases and the subsequent accounng for these agreements, including incremental borrowing rates and determinaon of lease term applied when compung lease liabilies (see Leases accounng policy above and Note 8). • Assumpon related to the fair value of Cyclyx on the date that Agilyx lost control – this is the inial basis for the carrying amount of the equity method investment in Cyclyx, effecve aſter October 25, 2023.
FAIR VALUE MEASUREMENT Warrant and stock subscripon rights and the stock compensaon expenses, all require measurement at, and/or disclosure of, fair value. The fair value measurement of Agilyx Group’s financial and non- financial assets and liabilies ulizes market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorized into different levels based on how observable the inputs used in the valuaon technique ulized are (the ‘fair value hierarchy’): • Level 1: Quoted prices in active markets for identical items (unadjusted) • Level 2: Observable direct or indirect inputs other than Level 1 inputs • Level 3: Unobservable inputs (i.e. not derived from market data). The classificaon of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognized in the period they occur. Please refer to the applicable notes as referenced above, for addional informaon on the fair value measurements applied within these financial statements.
NEW STANDARDS INTERPRETATIONS AND AMENDMENTS ADOPTED JANUARY 1, 2024 The following amendments are effecve for the period beginning January 1, 2024: • Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7); • Lease Liability in a Sale and Leaseback (Amendments to IFRS 16); • Classification of Liabilities as Current or Non-Current (Amendments to IAS 1); and • Non-current Liabilities with Covenants (Amendments to IAS 1). These amendments had no impact on the year-end financial statements of Agilyx Group.
Note 1 Cont. Annual Report 2024 63
NEW STANDARDS INTERPRETATIONS AND AMENDMENTS NOT YET EFFECTIVE There are a number of standards, amendments to standards, and interpretaons which have been issued by the IASB that are effecve in future accounng periods that Agilyx Group has decided not to adopt early. The following amendments are effecve for the period beginning January 1, 2025: • IAS 21, The Effects of Changes in Foreign Exchange Rates (Amendment – Lack of Exchangeability). The following amendments are effecve for the period beginning January 1, 2026: • Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7); and • Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) The following amendments are effecve for the period beginning January 1, 2027: • IFRS 18 Presentation and Disclosure in Financial Statements; and • IFRS 19 Subsidiaries without Public Accountability: Disclosures Agilyx Group is currently assessing the impact of these new accounng standards and amendments. Except for IFRS 18, Agilyx Group does not expect any other standards issued by the IASB, but not yet effecve, to have a material impact on Agilyx Group. IFRS 18 Presentaon and Disclosure in Financial Statements, which was issued by the IASB in April 2024, supersedes IAS 1 and will result in major consequenal amendments to IFRS Accounng Standards including IAS 8 Basis of Preparaon of Financial Statements (renamed from Accounng Policies, Changes in Accounng Esmates and Errors). Even though IFRS 18 will not have any effect on the recognion and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentaon and disclosure of certain items. These changes include categorizaon and sub-totals in the statement of profit or loss, aggregaon/ disaggregaon and labelling of informaon, and disclosure of management-defined performance measures.
Note 1 Cont. Annual Report 2024 64
Note 2: Segment information The Agilyx Group comprises two reportable segments which account for 100% of the Agilyx Group’s revenues: a) Agilyx – This segment licenses its patented conversion technology and sells its patented equipment to industry players, whether they are exisng strategic companies or newer entrepreneurial enterprises, to help them take feedstock and turn it into a product. We provide our partners with valuable know-how and robust technology that allows them to become part of the circular economy. Assets are located in both New Hampshire and Oregon, USA. b) Cyclyx – This segment is focused on sourcing the appropriate feedstock for the conversion technology used by the customer. Cyclyx is posioned as an industry-wide soluon, serving the global market, and is agnosc as to the underlying conversion technology. Cyclyx´s primary inial assets are located in Texas. FACTORS THAT MANAGEMENT USED TO IDENTIFY THE REPORTABLE SEGMENTS Both of these segments meet the quantave thresholds to be a reportable segment. Management has concluded that these segments should be reported separately on the basis that: • Both segments are separate legal entities (see also Note 17), that offer differing products and services. • They are managed separately and each have their own Chief Executive Officer and board of directors. • They are managed separately because each business requires different technology and marketing strategies. • Both prepare discrete financial information for the board and Chief Operating Decision Makers (CODM) to use in making decisions about resource allocation and assess performance. • The Chief Operating Decision Maker of the consolidated Agilyx Group, is the Chief Executive Officer, Ranjeet Bhatia. He is on the board of both segments and therefore reviews the results of the operating segments and uses that information to make decisions which affect the resources allocated to each segment individually, as well as on a consolidated basis. MEASUREMENT OF OPERATING SEGMENT PROFIT OR LOSS, ASSETS AND LIABILITIES Segmental performance is measured in accordance with IFRS Accounng Standards. Operang segments are presented using the management approach, where the informaon presented is on the same basis as the internal reports provided to the CODM. The segmental financial informaon below includes the full annual results of the associate, Cyclyx, which connues to be a reportable operang segment as defined within IFRS 8, despite the loss of control in 2023 as explained in Note 23. In order to reconcile the totals below to the financial statements, certain adjustments have been included in the table to reflect the fact that Cyclyx is no longer consolidated. Segment assets exclude tax assets and assets used primarily for corporate purposes. Segment liabilies exclude tax, defined benefit and warranty related liabilies. Loans and borrowings are not allocated as these are deemed to serve a group funcon.
Annual Report 2024 65
Measurement of Operating Segment Profit or Loss, Assets, and Liabilities
2023 2024 Cyclyx Agilyx Adjustments to remove Cyclyx Total Cyclyx Agilyx Adjustments to remove Cyclyx Total Profit and loss Revenues from external customers 10,297,592 5,894,701 (10,297,592) 5,894,701 11,234,108 1,009,813 (11,234,108) 1,009,813 Depreciation and amortization 1,786,908 643,465 (1,786,908) 643,465 1,034,487 776,566 (1,034,487) 776,566 Segment loss (9,273,199) (15,760,424) 9,273,199 (15,760,424) (19,778,219) (10,463,050) 19,778,219 (10,463,050) Impairment of investment in Regenyx (2,023,078) (49,382) Write-down of Regenyx receivable - (664,400) Share of loss of equity accounted associates (1,973,061) (8,769,502) Fair value gain (loss) on warrant agreements 3,009,983 (1,798,901) Interest expense (207,663) (72,897) Other financial expense, net (202,349) (221,340) Group net loss before tax and discontinued operations (17,156,592) (22,039,472)
Balance sheet Non-current asset additions 34,023,291 8,005,440 (34,023,291) 8,005,440 42,041,636 45,925 (42,041,636) 45,925 Reportable segment assets 76,502,783 17,298,046 (76,502,783) 17,298,046 197,243,585 66,049,131 (197,243,585) 66,049,131 Investment in associate - 113,002,939 - 113,002,939 - 126,733,436 - 126,733,437 Total group assets 130,300,985 192,782,568 Reportable segment liabilities 6,411,760 3,048,402 (6,411,760) 3,048,402 38,558,567 47,887,796
(38,558,567
)
47,887,796 Derivative financial liabilities 3,293,206 5,092,107 Total group liabilities 6,341,608 52,979,903 Cash flow Net cash from operations (10,024,906) (13,643,205) 10,024,906 (13,643,205) (5,968,354) (9,969,025) 5,968,354 (9,969,025) Net cash from investments (8,399,868) (11,675,663) 8,399,868 (11,675,663) (40,215,492) (22,595,307) 40,215,492 (22,595,307) Net cash from financing 74,925,039 20,175,181 (74,925,039) 20,175,181 105,619,746 42,172,633 (105,619,746) 42,172,633 Revenue by geography – Revenue by geography is included in Note 3. The Cyclyx segment revenue is primarily derived from the US. Non-current assets by geography – All non-current assets reside in the US.
The Group has the following major customers, which each accounted for at least 10% of revenues in 2024 or 2023: Major Customers 2023 2024 Segment Customer A 8,439,553 9,904,066 Cyclyx Customer B 4,920,455 994,813 Agilyx Customer C 637,951 - Agilyx
Note 2 Cont. Annual Report 2024 66
Note 3: Geographical distribution of revenues
Note 4: Operating expenses by nature Agilyx presents the operating expenses by function in the profit and loss statement. Below is the total operating expenses presented by nature. The parent company's operating expenses included fees related to its function as parent. Operating Expenses by Nature Group Parent Operating expenses classified by nature 2023 2024 2023 2024 Raw materials and consumables 14,523 80,364 - - Salaries and related costs (Note 5) 9,652,153 5,623,708 342,179 459,781 Depreciation and amortization 944,003 1,148,624 - - Professional fees 9,122,832 2,972,844 1,367,416 852,046 Insurance 511,730 401,227 - - Office expenses 1,044,346 1,036,607 - - Travel 220,695 208,579 - - Other operating expenses 144,843 910 26,278 29,846 Total expenses 21,655,125 11,472,863 1,735,873 1,341,673
Geographical Distribution of Revenues Group Location/category 2023 2024 Europe 674,551 - USA 206,195 15,000 APAC 5,013,955 994,813 Total sales by customers location 5,894,701 1,009,813
Product category Project development 518,626 105,297 Services 630,223 872,749 License, membership and royalty fees 206,203 - Sale of goods 4,539,649 31,767 Total sales by category 5,894,701 1,009,813
No sales was recognized in the parent company, Agilyx ASA, in 2023 and 2024.
Annual Report 2024 67
Salary and Social Costs Group Parent 2023 2024 2023 2024 Salaries 6,193,606 4,567,992 347,398 391,135 Social security and payroll tax costs 1,408,692 424,192 13,491 47,343 Equity-settled share based compensation (Note 15) 840,794 (17,369) - - Pension costs 167,339 11,938 (18,710) 21,303 Benefits and other expenses 1,041,722 636,955 - - Total salaries 9,652,153 5,623,708 342,179 459,781 Number of average full time employees 66 50 1 2 Parent related salaries and benefits are cross-charged to Agilyx Corp as those costs are deemed to benefit those operations. Agilyx ASA is required to provide an occupational pension scheme pursuant to the Act relating to Mandatory Occupational Pensions. The company's pension scheme complies with the requirements under that law. Agilyx GmbH, Switzerland has a mandatory pension arrangement for all employees through a state run system. The arrangements is defined as contribution plan. Agilyx has no pension arrangements in any of its other entities. This is in line with the corresponding local legislation of it's operations. For 2023 and 2024 there were: a) No employer contributions paid to defined benefit pension plans for Senior Officers and Members of the Executive Board; and b) No loans or security given to Senior Officers and Members of the Executive Board, by the Company.
Senior Officers and Members of the Executive Board Remuneration – 2024 Salary Other short-term benefits Pensions Share based compensation Total Ranjeet Bhatia, Group CEO 150,000 - - - 150,000 Bertrand Laroche, CFO 122,500 6,570 1,875 61,415 192,360 Chris Faulkner, CTO 263,528 62,404 6,976 74,793 407,701 Jessica Fletcher, VP of Engineering 207,000 40,251 6,696 26,847 280,794 Alex de Geofroy, VP of Information Technology 214,240 55,011 5,399 17,334 291,984 Russell Main, CEO and CFO (former)* 179,695 59,380 1,925 (23,089) 217,911 Mark Barranco, SVP Engineering & Education* 184,762 144,009 5,543 (29,566) 304,748 Louise Byrant, SVP Investor Relations* 45,539 76,783 8,865 (44,273) 86,914 Marie Conrad, VP Business Development* 81,731 30,831 3,255 (12,175) 103,642 Carsten Larsen, CCO* 75,346 121,900 21,619 (264,531) (45,666) Stephen Hamlet, VP of Human Resources* 128,934 122,791 4,786 (16,686) 239,825 2,230,213
Note 5: Salary and social costs
*Terminated in 2024
Annual Report 2024 68
Remuneration to Auditor Group Parent 2023 2024 2023 2024 Audit fees 123,384 139,139 58,484 83,164 Confirmation services 9,413 2,649 5,113 2,174 Tax services 3,000 - - - Other non-audit services 25,800 - - - Total fees 161,597 141,788 63,597 85,338 Audit fees to the parent auditor include VAT.
Senior Officers and Members of the Executive Board Remuneration – 2023 Salary Other short-term benefits Pensions Share based compensation Total Timothy Stedman, Group CEO 455,079 208,898 41,673 (92,222) 613,428 Chris Faulkner, CTO 255,852 45,549 6,759 59,864 368,024 Russell Main, CFO 278,100 160,135 9,024 41,281 488,540 Mark Barranco, SVP Engineering & Education 283,662 41,242 8,461 84,799 418,164 Louise Byrant, SVP Investor Relations 236,894 65,281 30,837 56,723 389,735 Isabel Charlotte Hacker, General Council 346,132 125,264 36,246 (51,108) 456,534 Carsten Larsen, CCO 319,155 54,714 31,600 182,350 587,819 Stephen Hamlet, VP of Human Resources 197,950 39,760 6,502 22,285 266,497 Kate Ringier, VP Communications & Government Affairs 206,917 61,688 22,935 (34,255) 257,285 3,846,026 The CEO at the time received his salary from Agilyx GmbH, Switzerland, and had a severance agreement whereby he would receive 100% pay for 6 months for termination by the Company without cause.
Note 5 Cont. Annual Report 2024 69
Note 6: Intangible Assets Intangible Assets Intangible assets include the following contracts Licensed technology Exclusivity license Total (i) Cost Balance at January 1, 2023 3,575,000 1,188,378 4,763,378 Additions - - - Balance at December 31, 2023 3,575,000 1,188,378 4,763,378 Impairment charges - (1,188,378) (1,188,378) Balance at December 31, 2024 3,575,000 - 3,575,000 (ii) Accumulated amortization Balance at January 1, 2023 543,698 217,250 760,948 Amortization charge 178,750 237,000 415,750 Balance at December 31, 2023 722,448 454,250 1,176,698 Amortization charge 178,750 118,500 297,250 Impairment charge - (572,750) (572,750) Balance at December 31, 2024 901,198 - 901,198 (iii) Net book value Balance at December 31, 2023 2,852,552 734,128 3,586,680 Balance at December 31, 2024 2,673,802 - 2,673,802 Economic life 20 4 In December 2019, the Company entered into an agreement to purchase technology under a license contract. The purchase price of the technology was $3,575,000, and it is being amortized on a straight-line basis over the estimated life of the technology through December 2039. Amortization expense under the license agreement totaled $178,750 for the years ended 2023 and 2024. In December 2019, the Company entered into a Technology Transfer and License Agreement with another vendor to develop customized artificial intelligence models (“AI Models”) and products relating to feedstock management and operating assets optimization. Licenses for the models have been granted for 15 years with the first 4 years of exclusivity. Amortization of the contract will start when the deliveries under the contract is completed and in service. Amortization expense under the license agreement totaled $237,000 and $118,500 for the years ended 2023 and 2024, respectively. During June, management deemed this license agreement impaired given its unlikely use going forward and wrote off the residual balances. All amortization is charged through General and administrative expenses.
Note 7: Property, plant and equipment Costs Property, plant and equipment Leasehold improvements Machinery and equipment Total At cost January 1, 2023 1,102,342 1,127,337 2,229,679 Additions 7,767,784 237,656 8,005,440 Deconsolidation due to loss of control of subsidiary (7,953,544) (193,731) (8,147,275) At cost December 31, 2023 916,582 1,171,262 2,087,844 Additions 29,078 16,847 45,925 Impairment charge (311,910) - (311,910) At cost December 31, 2024 633,750 1,188,109 1,821,859 Depreciation Accumulated depreciation January 1, 2023 249,320 360,371 609,691 Depreciation for the year 46,761 211,489 258,250 Deconsolidation due to loss of control of subsidiary (30,960) (85,356) (116,316) Accumulated depreciation December 31, 2023 265,121 486,504 751,625 Depreciation for the year 45,904 172,759 218,663 Accumulated depreciation December 31, 2024 311,025 659,263 970,288 Net book value December 31, 2023 651,461 684,758 1,336,219 Net book value December 31, 2024 322,725 528,846 851,571 Economic life Contract period 3-20 years Machinery and equipment include computers, furniture, fixtures and other equipment. Leasehold improvements relates to the lease of facilities in the U.S. which expires in 2029. All tangible assets are depreciated on a straight line basis over the expected useful life.
In October 2023, the Group lost control of Cyclyx which resulted in the investment no longer being consolidated. As a result, the assets attributable to Cyclyx have been removed from the above reconciliation. See Note 23 for more information.
During 2024, the early termination of a lease brought about the wright-down of various leasehold improvements associated with the leased premises.
Annual Report 2024 70
Note 8: Right of use assets and lease liabilities Agilyx Group has one property lease in the scope of IFRS 16: This contract does not have variable lease payments. The property contract includes an extension option, which Agilyx Group management believes is likely to be exercised, thus only the initial lease term has been included. In October 2023, the Group lost control of Cyclyx which resulted in the investment no longer being consolidated. As a result the assets and liabilities attributable to Cyclyx have been removed from the below reconciliation. See Note 23 for more information. Right of Use Assets Right of use assets Property Computer equipment Total At January 1, 2023 664,429 44,419 708,848 Additions 69,679 - 69,679 Amortization (248,920) (21,083) (270,003) Deconsolidation due to loss of control of subsidiary (224,413) - (224,413) Disposal/termination of old lease - - - At December 31, 2023 260,775 23,336 284,111 Additions 1,016,358 - 1,016,358 Amortization (243,570) (17,083) (260,653) Disposal/termination of old lease (115,007) - (115,007) At December 31, 2024 918,556 6,253 924,809 Lease liability Lease liabilities at January 1, 2023 694,801 37,229 732,030 Additions 69,679 - 69,679 Lease payments (285,687) (19,789) (305,476) Interest expense 49,305 1,726 51,031 Deconsolidation due to loss of control of subsidiary (254,306) - (254,306) Disposal/termination of old lease - - - Lease liabilities at December 31, 2023 273,792 19,166 292,958 Additions 867,526 - 867,526 Lease payments (233,320) (19,789) (253,109) Interest expense 32,629 623 33,252 Disposal/termination of old lease (118,344) - (118,344) Lease liabilities at December 31, 2024 822,283 - 822,283 Useful Economic life 3-7 years 5 years
The following is a presentation of the undiscounted committed cash flows related to the remaining lease liabilities: 0-12 months Between 1-2 years Between 2-5 years 5+ years Total As at December 31, 2023 195,847 103,495 103,495 - 402,837 As at December 31, 2024 206,418 193,632 404,868 193,610 998,528
Annual Report 2024 71
Note 9: Investment in Regenyx Agilyx holds a 50% interest in Regenyx. Regenyx was formed in April 2019 and shares its operaon space with Agilyx and Cyclyx in Tigard, OR. Despite holding a 50% interest, Agilyx has assessed that it does not have control or joint control of Regenyx. This is driven by the other 50% shareholder controlling the purchases and sales of Regenyx, via various mechanisms within the operang agreements. Agilyx does have the power to parcipate in the financial and operang policy decisions of the investee, via its board posion. Agilyx has therefore determined that it has significant influence over Regenyx and its investment is therefore measured using the equity method as an investment in associate. In the period between April 2021 and April 2024 under certain condions Agilyx is subject to a contractual obligaon to purchase all of AmSty’s equity investment in Regenyx at the opon of AmSty (“put opon”). The purchase price is based on the fair market value of the membership units held by AmSty at the date of exercise. The strike price of the opon is fair value. Hence, the value of consideraon due upon exercise of the opon and the asset acquired (shares), would be equal and therefore no value has been aributed to this put opon. No events occurred that iniated the purchase of AmSty’s investment in Regenyx. In February 2024, the Company announced a decision had been made to close the plant and wind down operaons.
IMPAIRMENT OF INVESTMENT Agilyx Group is split into two CGU's for impairment analysis purposes, Agilyx and Cyclyx, which is in alignment with the segments disclosed in Note 2. Regenyx is part of the Agilyx reportable segment. Furthermore, the investment in Regenyx is separately assessed for impairment because it is able to generate cashflows that are largely independent of the cash inflows from other assets or groups of assets. For the investment in Regenyx, objecve evidence of impairment was noted, in accordance with the criteria in IAS 28, due to forecasted negave cash flows being generated by the enty, which would require capital contribuons from Agilyx and AmSty in order to support its connued operaon. Due to the projected negave cash flows and the unique nature of the underlying plant, it was determined that the recoverable amount was zero under both the value in use and fair value less cost to sell methodology therefore the investment in Regenyx has been fully impaired at January 1, 2021. As can be seen in the tables below, subsequent capital investments by Agilyx, led to impairments for both balance sheet periods presented on the basis that the recoverable amount using the value in use and fair value less cost to sell methodologies would lead to a fully wrien off investment. As of December 31, 2024, the Regenyx operaon has been dissolved.
Calculation of balance sheet value of investment in Regenyx Balance sheet value December 31, 2022 - Investment during 2022 – above initial estimated cash outflow 2,032,078 Impairment charge – fully impair balance (2,032,078) Balance sheet value December 31, 2023 - Investment during 2023 – above initial estimated cash outflow 49,382 Impairment charge – fully impair balance (49,382) Balance sheet value December 31, 2024 - Summarized financial information of Regenyx As at December 31 2023 2024 Current assets 554,479 102,586 Non-current assets 3,299,323 - Current liabilities 1,936,676 102,586 Net assets (100%) 1,917,126 - Period ended December 31 2023 2024 Revenues 1,140,347 585,073 Total and other comprehensive loss (4,805,079) (4,556,928)
Annual Report 2024 72
Note 10: Accounts receivable Accounts receivable Group Parent Receivables 2023 2024 2023 2024 Trade accounts receivable 89,359 230,161 - - Related party receivables 499,519 360,216 - - Total accounts receivable 588,878 590,377 - - The carrying amount of accounts receivable is measured at amortized cost, which approximates fair value.
Agilyx applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for all accounts receivables. To measure expected credit losses on a collective basis, accounts receivables are grouped based on similar credit risk and aging. The expected loss rates are based on Agilyx' s historical credit losses experienced over the period since adoption of IFRS. Historically, Agilyx does not have issues with collectability of its receivable balances. Due to this historical experience and the procedures which are applied to new customers, no allowance for expected credit losses has been booked. Given this context, the impact of any forward looking factors is not expected to adjust the conclusion that no allowance is required. The aging of the accounts receivable balances are displayed below. As of the issuance of this report, all but approximately $50k has been subsequently collected. Group 2023 2024 Non-overdue amounts - - 0-30 days past due - - 31-60 days past due - 5,781 60-90 days past due 260,741 12,666 Over 90 days past due 328,137 571,930 588,878 590,377
Note 11: Inventory Inventory Group Inventories consist of the following: 2023 2024 Raw materials - - Finished goods - 4,811 Total inventories - 4,811 In October 2023, the Group lost control of Cyclyx which resulted in the investment no longer being consolidated. As a result the assets attributable to Cyclyx, are not included in the 2023 balances above. See Note 23 for more information. There are no inventories carried by the parent.
In October 2023, the Group lost control of Cyclyx which resulted in the investment no longer being consolidated. As a result the assets attributable
to Cyclyx, are not included in the 2023 balances above. See Note 23 for more information
.
Annual Report 2024 73
Note 12: Accounts payable
Note 13: Accrued expenses and other current liabilities
Accounts Payable Group Parent 2023 2024 2023 2024 Accounts payable 1,830,507 207,796 403 376 Related party payables - - - - Total accounts payable 1,830,507 207,796 403 376 In October 2023, the Group lost control of Cyclyx which resulted in the investment no longer being consolidated. As a result the liabilities attributable to Cyclyx, are not included in the 2023 balances above. See Note 23 for more information.
Accrued expenses and other current liabilities Group Parent 2023 2024 2023 2024 Payroll and related accruals 924,937 1,001,298 78,413 210,281 Products and services - 683,887 683,887 Total accrued expenses and other current liabilities 924,937 1,685,185 78,413 894,168 In October 2023, the Group lost control of Cyclyx which resulted in the investment no longer being consolidated. As a result the liabilities attributable to Cyclyx, are not included in the 2023 balances above. See Note 23 for more information.
Annual Report 2024 74
WARRANTS AND SUBSCRIPTION RIGHTS Number of ordinary shares Exercise price per share – USD Expiration Ordinary share warrants converted to subscription rights 2,322,100 1.00 2025 Group and parent December 31, 2023 Group and parent December 31, 2024 Warrant liabilities 3,293,206 5,092,107
Group and parent December 31, 2023 Group and parent December 31, 2024 Expected term 7-Aug-25 7-Aug-25 Equity volatility 35 35 Risk free rate 4.45% 4.16% Equity value at expiration – 5% Equity value at expiration + 5% At December 31, 2023 (164,661) 164,660 At December 31, 2024 (254,605) 254,606
Reconciliation Warrant liability At January 1, 2023 6,303,189 Gain on warrant value – presented as fair value through profit and loss (3,009,983) At December 31, 2023 3,293,206 Loss on warrant value – presented as fair value through profit and loss 1,798,901 At December 31, 2024 5,092,107 Note 14: Warrants The Company has granted warrants in connection with various debt and equity issuances. The following table reflects the total of outstanding warrants as of December 31, 2024 that are exercisable into ordinary shares: The ordinary share warrants and subscription rights are the only financial instruments measured at fair value through the profit and loss. This treatment is required for the Warrants because the terms of the Warrant include a cash less exercise option, which triggers derivative treatment in accordance with IFRS 9. This is because their values change in response to a specified financial instrument price (Agilyx Group stock price), they required no initial net investment and they will be settled at a future date. All ordinary share warrants and subscription rights are measured using level 3 inputs on the fair value hierarchy. There were no transfers between the levels of the fair value hierarchy during any of the years presented.
The valuation of the Warrant liability was performed using the Black Scholes Model, the following inputs were significant in the computation of fair values at each reporting date: During 2022, the Board of Directors authorized an extension on all warrants now having an expiration date of August 7, 2025. As the outstanding warrants for Agilyx are well in the money as of the December 31, 2023, and 2024 reporting dates, the valuations performed determined that the preponderance of the amount, for each of the respective dates, was intrinsic value in nature. Hence there was very little time value associated with the estimate of value calculated. As a result of this relationship, the change in the value of the instruments is going to be more closely correlated with the change in the underlying equity price as opposed to a change in volatility. This determination was corroborated with the sensitivity calculations completed. During 2023 and 2024, no warrants were exercised. The sensitivity analysis of a reasonably possible change in one significant unobservable input, being the underlying equity value, holding other inputs constant would be:
The reconciliation of the opening and closing fair value balance of level 3 financial instruments is provided below (this is applicable for both the Group and Parent only financial statements):
Annual Report 2024 75
Note 15: Stock Option Plan Stock Options Stock Option Activity Number of shares Weighted average exercise price Weighted average contractual term (years) Aggregate intrinsic value Balance at January 1, 2023 12,289,216 $1.40 7.71 26,343,495 Shares authorized Options granted 140,000 3.41 Options exercised (631,249) 0.19 Options forfeited/expired (1,104,814) 1.92 Balance at December 31, 2023 10,693,153 $1.47 6.76 12,367,651 Shares authorized Options granted 1,320,000 2.95 Options exercised - - Options forfeited/expired (681,054) 2.98 Balance at December 31, 2024 11,332,099 $1.55 6.28 12,338,168 Options vested and expected to vest at December 31, 2024 11,332,099 $1.55 6.28 12,358,168 Options exercisable 9,594,555 $1.32 5.71 11,615,946 Equity Shares All employees Key management personnel 2023 2024 2023 2024 Equity-settled Option pricing model used Black-Scholes Black-Scholes Black-Scholes Black-Scholes Share price at grant date (weighted average) $1.13 $2.93 $1.20 $2.93 Exercise price (weighted average) $3.41 $2.95 $3.47 $2.95 Contractual life (weighted average) 10.99 11 11 11 Expected volatility (weighted average) 53% 33% 59% 33% Expected dividend growth rate 0% 0% 0% 0% Risk free interest rate (weighted average) 3.08% 3.21% 3.10% 3.21% The following information is relevant in the determination of the fair value of options granted during the year under the equity share based remuneration schemes operated by the Group. The 2020 plan became effective as of 4 June 2020. Prior to this date Agilyx Corp had implemented a 2009 Stock Incentive plan. The 2009 plan was considered null and void after the effective date of the 2020 plan, and the options were replaced with new options in the new plan. The result was a modification of the options granted to each relevant counterparty which resulted in accelerated vesting. The result was beneficial (i.e. a higher fair value) to the employees since the service conditions were shortened for each counterparty. The total value of the modified grants was $216,535. Management calculated the total compensation cost for each new tranche and will be recognizing the new compensation cost straight-lined over the new vesting periods. The plan has two vesting periods with the first of 4 years, with 25% vesting after 1 year & monthly vesting evenly thereafter and the second with 3 years, vesting 20%, 30% and 50% annually, respectively. All options are equity settled. Estimated volatility is calculated based on the historical volatility of similar entities whose share prices are publicly traded. The total number of shares that may be issued under this plan are 21,750,000 shares. If an option expires, terminates or is canceled, the unissued shares subject to that option shall again be available under the Plan. The options outstanding have a range of exercise prices from $0.06 to $3.89
Annual Report 2024 76
2024 Shareholders 2024 Saffron Hill Ventures 2 LP 42,562,365 38.8 % Morgan Stanley & Co. Int. Plc. 21,507,304 19.6 % UBS Switzerland AG 8,784,386 8.0 % Skandinaviska Enskilda Banken AB 8,248,686 7.5 % Six Sis AG 6,115,796 5.6 % Merrill Lynch 4,642,713 4.2 % J.P. Morgan SE 3,442,358 3.1 % Citibank 2,822,735 2.6 % Clearstream Banking S.A. 2,451,527 2.2 % MP Pension PK 1,802,678 1.6 % Goldman Sachs International 1,655,837 1.5 % UFI Capital AS 1,243,595 1.1 % Others 4,406,227 4.0 % Total 109,686,207 100.0 % 2023 Shareholders 2023 Saffron Hill Ventures 2 LP 39,762,365 41.6 % Morgan Stanley & Co. Int. Plc. 15,495,607 16.2 % Six Sis AG 5,856,701 6.1 % Citibank 4,352,366 4.5 % Merrill Lynch 4,269,815 4.5 % Clearstream Banking S.A. 3,789,140 4.0 % Skandinaviska Enskilda Banken AB 2,364,493 2.5 % BNP Paribas Securities Services 2,229,236 2.3 % The Bank of New York Mellon SA/NV 1,619,618 1.7 % MP Pension PK 1,435,709 1.5 % SEB CMU/SECFIN Pooled Account 1,216,224 1.3 % J.P. Morgan SE 1,202,031 1.3 % UFI AS 1,073,700 1.1 % Sundt AS 1,067,186 1.1 % UFI Capital AS 1,031,685 1.1 % Others 8,920,331 9.3 % Total 95,686,207 100.0 %
Note 16: Shareholders
Ordinary shares include 109,686,207 shares at par value NOK 0.02, all issued and fully paid
.
Shareholders as of December 31 and shares held by the CEO and board members Ordinary shares include 95,686,207 shares at par value NOK 0.02, all issued and fully paid. As at January 1, 2023 there were 84,529,958 Ordinary Shares. Within the statement of changes in equity the share capital column provides a reconciliation of the par value of the Ordinary shares during 2023 and 2024. The tables above present the year end balances in total, the movements can be computed using the share capital column and adjusting for the NOK exchange rate at the relevant transaction dates. There are no special rights or restrictions with regards the Ordinary shares, each is entitled to one vote and a proportional share any remaining assets in the event of a liquidation. The total number of authorized shares was 122,737,300 and 145,624,500 at December 31, 2023 and December 31, 2024, respectively. The difference between the authorized number of shares and those that are fully issued and paid relates to shares reserved by Agilyx Group to be issued under Stock Option contracts.
Annual Report 2024 77
The following describes the nature and purpose of each reserve within equity: Shareholders Reserve Description and purpose Share premium Amount subscribed for share capital in excess of nominal value, in the post inversion period Additional paid in capital Pre inversion amounts related to the exercise of stock options and post inversion transactions related to stock options and warrants.
Shares and Options Held by the CEO and Members of the Board of Direc
tors
Name Title Options and warrants granted Shares owned Note Ranjeet Bhatia CEO - 145,014 1. Steen Jakobsen Board member 75,000 - 2. Peter Norris Board member 100,000 174,955 3. Carolyn Clarke Board member 75,000 - 4. Catherine Keenan Board member 75,000 - 5. Notes 1. Mr. Bhatia is the CEO, represents Saffron Hill Ventures and controls 145,014 shares. 2. Mr. Jakobsen is a member of the board, represents Saxo Bank and was granted 75,000 options with an exercise price of $2.19. 3. Mr. Norris is a member of the board, represents Vigin Group Holdings Limited, controls 174,955 shares and was granted 75,000 options with an exercise price of $2.19 and has 25,000 warrants exercisable as ordinary shares having a calculated fair value of $2.58 per share. 4. Mrs. Clarke is a member of the board and was granted 75,000 options with an exercise price of $2.19. 5. Mrs. Keenan is a member of the board and was granted 75,000 options with an exercise
price of $2.19
.
Note 16 Cont. Annual Report 2024 78
Note 17: Shares in subsidiaries, associates and related party transactions Agilyx ASA has the following shares in subsidiaries as of December 31: Shares in Subsidiaries, Associates, and Related Party Transactions Subsidiary Office Share Voting rights Equity Book value – 2023 Book value – 2024 Agilyx Corp Portland, OR, USA 100% 100% - 71,275,511 104,133,142 Agilyx GmbH* Zurich, Switzerland 100% 100% - 163,005 163,005 Agilyx ApS* Stuckenbergs, Denmark 100% 100% - - - 71,438,516 104,296,147
RELATED PARTY TRANSACTIONS Group level – During 2024, Cyclyx had $9.7M of product sales to ExxonMobil (2023 $8.5M), a minority holder in Cyclyx. Related Party Transactions Related party receivable included in Note 10: 2023 2024 ExxonMobil 18,759 18,759 Regenyx, LLC 194,536 94,310 Cyclyx International, LLC 286,224 247,147 Related Party Transactions Specific parent related costs included: 2023 2024 Management charges from Agilyx GmbH 499,647 - Parent level – At December 31, 2024 the parent company, Agilyx ASA, has an intercompany payable of $5,328,875 to Agilyx Corp (December 31, 2023: $2,999,433) and $1,661,933 payable to Agilyx GmbH (December 31, 2023: $1,739,000) net of an intercompany receivable of $483,132 to Agilyx Corp (December 31, 2023: $408,346). These inter-group payables represent operating and management costs incurred and or paid at the subsidiary and subsequently recharged to the parent.
*In liquidation
Annual Report 2024 79
Note 17 Cont.: Subsidiary Information
Agilyx Corp — Agilyx Corp was formed in 2004 in Oregon, United States of America. Agilyx Corp became a subsidiary of Agilyx AS by way of a share inversion that took place on January, 2020. The share inversion effectively converted all the shares of Agilyx Corp into shares of Agilyx ASA. Agilyx GmbH — Agilyx GmbH was formed in August, 2020 in Zurich, Switzerland. The subsidiary was created to provide additional reach into European markets.
Cyclyx International, LLC — Cyclyx International, LLC is a partnership officially formed in the state of Delaware, United States of America on December, 2020. Since inception, Agilyx Group has owned 75% of the entity, with 25% owned by ExxonMobil Chemical Corporation (“EMCC”). The Partnership was formed to develop low cost pathways to recycle plastics. EMCC contributed operational funds of $8,000,000 while Agilyx Corp contributed technology and know-how that was not revalued due to consolidation within the group accounts. EMCC's cash contribution was recognized 75% to the equity holders of the parent and 25% to the non-controlling interest. In October 2023, Agilyx Group lost control of Cyclyx International, LLC (see Note 23 for more information). Following the loss of control, the Agilyx Group retained a significant influence in Cyclyx International, LLC and therefore began to equity-account for this investee as an associate from the date control was lost. The following tables summarize the financial information of Cyclyx International, LLC as included in its own financial statements prepared in accordance with IFRS Accounting Standards, adjusted for fair value adjustments at acquisition. The table also reconciles the summarized financial information to the carrying amount of the Group's interest in Cyclyx International, LLC. Additional information regarding the Cyclyx operation can be seen in Note 2.
Financial Summary (2023) As at December 31 2023 Ownership interest Associate (50%) Current assets 70,364,979 Non-current assets 156,956,776 Current liabilities 10,117,825 Non-current liabilities 24,617,068 Net assets (100%) 192,586,862 Group's share of net assets 96,293,431 50% of notional goodwill on the loss of control transaction 52,060,508 50% of non-dilutive equity contributions from members (35,351,000)
Carrying value at 12/31/23 113,002,939 For the period ended December 31 2023 Revenue 10,297,592 Total comprehensive loss (100%) (9,092,647) Total comprehensive loss attributable to NCI before loss of control (25%) (1,351,394) Total comprehensive loss attributable to equity holders of the parent before loss of control (75%) (3,924,656) Group's equity accounted share of result following loss of control (50%) (1,973,061) Group's share of total comprehensive loss (5,897,717) Financial Summary (2024) As at December 31 2024 Ownership interest Associate (50%) Current assets 126,949,190 Non-current assets 70,294,395 Current liabilities 17,183,677 Non-current liabilities 21,919,744 Net assets (100%) 158,140,164 Group's share of net assets 79,070,082 Carrying value at 12/31/23 113,002,939 Cash investments 22,500,000 Group's share of total comprehensive loss (8,769,502)
Carrying value at 12/31/24 126,733,437 For the period ended December 31 2024 Revenue 11,234,108 Total comprehensive loss (100%) (17,539,003) Group's share of total comprehensive loss (8,769,502)
Annual Report 2024 80
Note 18: Income taxes Components of the income tax expense There was no provision for income taxes recorded at both the group and parent level for the years ended December 31, 2023 and 2024, respectively. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Unrecognized net deferred tax assets totaled $67.2 million (2023: $60.0 million) and in Norway $3.4 million (2023: $1.5 million). As of December 31, 2024, net operating loss for federal income tax purposes in US of approximately $208.9 million, portions of which will begin expire in 2030. Total state net operating loss carryforward in US of approximately $163.2 million, which will begin to expire in 2031. Agilyx Corp also has federal credits for approximately $2.5 million, which will begin to expire in 2030 and state research credits of approximately $0.7 million whose expiration date is not determined. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change of ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. Such an analysis will be prepared before the utilization of the net operating losses and credits. Loss carried forward in Norway as of December 31, 2024, of approximately $15.4 million has no expiration date. Income Taxes Group Parent 2023 2024 2023 2024 Basis for income tax expense 96,122,594 (22,039,472) 1,156,607 (3,251,488) Discontinued operation (113,279,186) - - - Basis for income tax expense – from continuing operations Result before taxes (17,156,592) (22,039,472) 1,156,607 (3,251,488) Issue costs shares - - - - State benefit 16,485 1,450 - - Foreign expense - - - - Permanent differences (3,585,520) (4,996,159) (2,880,108) (1,798,848) Changes in temporary differences 399,468 4,540,676 - - Basis for payable taxes in the income statement – from continuing operations (20,326,159) (22,493,505) (1,723,501) (5,050,336) Deferred tax asset Loss carried forward 53,674,151 59,766,442 1,541,794 3,377,623 Research & other credits 3,271,123 3,266,491 - - Capitalized R&D 1,414,255 2,259,173 - - Other intangibles 693 73,766 - - Stock based compensation 301,184 323,153 - - Unrealized gain/loss 728,864 1,207,012 - - Lease liability 57,551 187,727 - - Investment in partnership 726,300 340,804 - - Total deferred tax assets 60,173,428 67,424,568 1,541,794 3,377,623 Deferred tax liabilities Fixed assets (56,413) (37,848) - - Prepayments (39,581) (9,012) - - Right of use assets (54,815) (211,134) - - Investment in partnership - - - - Total deferred tax liabilities (150,116) (257,994) - - Net deferred tax assets 60,023,312 67,166,574 1,541,794 3,377,623 Recognized deferred tax assets - - - - Statutory tax rate 21% 21% 22% 22% Tax rate 0% 0% 0% 0%
Annual Report 2024 81
Note 19: Bonds payable On November 11, 2024, Agilyx ASA entered into a $50 million senior secured green bond issue with a tenor of 3 years. The bond carries a fixed quarterly coupon at a rate of 13.5% per annum and will mature on November 29, 2027. The fair value of the bond at initial measurement was $49 million, representing a 2% discount which will be amortized over the term of the bond under the effective interest method. In connection with the bond issuance, directly attributable transaction costs of $4,134,420 were capitalized to the balance of the bond, and are being amortized over the term of the bond under the effective interest method. As of December 31, 2024, the balance on the bond was $45,002,264, with an accrued coupon payment of $562,500. The carrying value of the bond approximates fair value. The bond is subject to certain covenants which, if not met, would result in the bond becoming repayable on demand. The first covenant is that the company's liquidity shall not, at any time, be less than $6,750,000. The second covenant is that the ratio of Market Capitalization to Net Interest- Bearing Debt at any time shall not be less than 3.00:1. The Company is to comply with these covenants at all times, and such compliance to be measured on June 30 and December 31 each year. As at December 31, 2024, the Company was in compliance with both covenants. In accordance with the terms of the bond agreement, the proceeds from the bond are held in an escrow account which had a balance of $40,188,255 as of December 31, 2024 and is classified as restricted cash on the Statement of Financial Position. The bond is secured by (i) a pledge on the escrow account, (ii) a guarantee from Agilyx, (iii) a pledge over all shares issued in Agilyx, (iv) a pledge over all LLC membership interests in Cyclyx owned by Agilyx, (v) a first priority assignment of any intercompany loans granted to or by Agilyx, (vi) first priority charges over the bank accounts of Agilyx, (vii) assignment over all insurances of each Obligor, and (viii) security over the IP portfolio.
Note 20: Contract liability The Company’s Contract liability balances at December 31, 2023 and 2024 was $0 and $170,268, respectively. These balances represents billings in excess of revenue recognized on project related activities that are recognized on a percent complete basis and product shipments billed in advance. The Company has classified this amount as current as it expects to recognize the revenues over the next twelve months. An accounting roll forward for the periods presented are as follows: Contract Liability Balance as of January 1, 2023 5,945,535 Billings deferred 10,077,047 Revenue recognized (12,667,275) Cyclyx deconsolidation (3,355,307) Ending balance as of December 31, 2023 - Billings deferred 1,172,030 Revenue recognized (1,001,762) Ending balance as of December 31, 2024 170,268
Committed Payments on the
Bond for Year Ending December 31
Group Parent 2025 (6,750,000) (6,750,000) 2025 (6,750,000) (6,750,000) 2025 (56,750,000) (56,750,000) (70,250,000) (70,250,000)
In October 2023, the Group lost control of Cyclyx which resulted in the investment no longer being consolidated. As a result the labilities attributable to Cyclyx have been removed from the above reconciliation. See Note 23 for more information.
Annual Report 2024 82
Note 21: Financial Instruments – Risk Management Agilyx Group is exposed through its operations to the following financial risks: • Credit risk • Liquidity risk In common with all other businesses, Agilyx Group is exposed to risks that arise from its use of financial instruments. This note describes Agilyx Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. (i) Principal financial instruments, by category The principal financial instruments used by Agilyx Group are listed in the table below, all of which are measured at amortized cost, plus the Warrant/Subscription rights, which are measured at fair value through the profit and loss: (ii) Financial instruments not measured at fair value Financial instruments not measured at fair value includes all the instruments listed in the table above (except the warrants). Due to the short term nature of Accounts receivable, Accounts payable and the Payable to Group Companies, amounts, the amortized cost is considered to approximate fair value. The Bond payable and Lease liabilities both carry market rates of interest, for these amounts the amortized cost is also considered to approximate fair value, measured using level 1 of the fair value hierarchy. (iii) Financial instruments measured at fair value The only financial instruments measured at fair value through profit and loss are the Warrants and Subscription rights, described in more detail in Note 14. (iv) General objectives, policies and processes The Board has overall responsibility for the determination of Agilyx Group's risk management objectives and policies and, while retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Agilyx Group finance function. The Board receives monthly reports from the CFO and Corporate Controller through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. Principal Financial Instruments Group – as at Parent – as at December 31, 2023 December 31, 2024 December 31, 2023 December 31, 2024 Accounts receivable 588,878 590,377 - - Cash and cash equivalents 8,527,632 18,135,934 5,958,889 17,227,016 Total financial assets 9,116,510 18,726,311 5,958,889 17,227,016 Accounts payable 1,830,507 207,796 403 376 Payable to group companies - - 4,330,087 6,507,676 Lease liabilities 292,958 822,283 - - Financial liabilities at amortized cost 2,123,465 1,030,079 4,330,490 6,508,052 Warrant liability 3,293,206 5,092,107 3,293,206 5,092,107 Total financial liabilities 5,416,671 6,122,186 7,623,696 11,600,159
Annual Report 2024 83
Credit risk Credit risk is the risk of financial loss to Agilyx Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Agilyx Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices. As noted in Note 1, historically Agilyx does not have issues with collectability of its receivable balances. Due to this historical experience and the procedures which are applied to new customers, no allowance for expected credit losses has been booked. Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. Agilyx Group only deals with highly reputable banks and financial institutions. At times, Agilyx Group does hold funds with certain banks that are beyond federally insured levels, however, management regularly monitor the banking relationships to minimize any risk that may arise in this respect.
Liquidity risk Liquidity risk arises from Agilyx Group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that Agilyx Group will encounter difficulty in meeting its financial obligations as they fall due. The current policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 45 days. The Group also seeks to reduce liquidity risk by fixing interest rates (and hence cash flows) on its long-term borrowings. Note that since all long-term borrowings are at fixed rates, management do not consider there to be a significant interest rate risk. The Board regularly receives cash flow projections as well as information regarding cash balances. At the end of the financial year, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances. The budgets are set by management and agreed by the Board in advance, enabling the Agilyx Group's cash requirements to be anticipated.
The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:
Note 21 Cont.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below:
See note 8 for undiscounted contractual cash flow information in relation to the lease liabilities. Contractural Maturities (Group – As At) Group – as at As at December, 31 2023 Due between 0-12 months Due between 1-2 years Due after 2 years or more Total Accounts payable 1,830,507 - - 1,830,507 Payable to group companies - - - - 1,830,507 - - 1,830,507 As at December, 31 2024 Accounts payable 207,796 - - 207,796 Payable to group companies - - - - 207,796 - - 207,796 Contractural Maturities (Parent – As At) Parent – as at As at December, 31 2023 Due between 0-12 months Due between 1-2 years Due after 2 years or more Total Accounts payable 403 - - 403 Payable to Group Companies 4,330,087 - - 4,330,087 4,330,490 - - 4,330,490 As at December, 31 2024 Accounts payable 376 - - 376 Payable to Group Companies 6,507,676 - - 6,507,676
6,508,052 - - 6,508,052
Annual Report 2024 84
Note 21 Cont.:
Capital disclosures
Agilyx Group's managed capital includes equity and debt. The objectives for Agilyx Group when maintaining capital are: • to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and • to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. Agilyx Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares, or sell assets to reduce debt. Due to recent market uncertainty, the Group's strategy is to preserve a strong cash base and
ensure compliance with any covenants attached to the bank and borrowing facilit
ies.
Note 22: Earnings per share Net Loss Per Share – Net earnings per share is computed under the provisions of IAS 33, Earnings Per Share. Basic earnings per share is computed by dividing net earnings or loss by the weighted average number of common shares outstanding during the period. The following table sets forth the reconciliation of the numerator and denominator used in the computation of basic net earnings or loss per common share for the years ended December 31, 2024 and 2023: Since Agilyx Group incurred an operating loss from continuing operations in both periods, the outstanding warrants and stock options would have an anti-dilutive impact on the Earnings per Share calculation, therefore the Diluted Earnings per Share is equal to the Basic Earnings per share. Earnings Per Share Years Ended December 31 2023 2024 Continuing operations Discontinued operations Total Numerator Profit (loss) for the period attributable to common stockholders ($17,038,967) $ 114,512,955 $97,473,988 ($22,039,472) Denominator Weighted average shares outstanding – basic & diluted 87,075,194 87,075,194 87,075,194 100,742,879 Earnings per share Net earnings (loss) per common share – basic & diluted ($0.20) $1.32 $1.12 ($0.22)
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Note 23: Loss of control of Cyclyx and discontinued operations
i. Loss of control of Cyclyx In October 2023, the Agilyx Group's ownership interest in Cyclyx was diluted from 75% down to 50%. As part of the transaction, a Second Amended and Restated Limited Liability Company Agreement (the ““ Cycylx Operating Agreement””) was entered into by the three investors, Agilyx, Equistar and EMCC. Amongst other things, the Cycylx Operating Agreement implemented a super majority rule which requires agreement from greater than 75% of unit holders in order for a number of decisions which affect the relevant activities of Cyclyx. Therefore, as a result of the reduced ownership interest and the execution of the Cycylx Operating Agreement, Agilyx lost control of Cyclyx effective October 25, 2023. Subsequent to the loss of control, Cyclyx continues to meet the criteria to be disclosed as a reportable segment as outlined in Note 2. As part of the transaction, Agilyx contributed internally generated Intellectual Property to Cyclyx to facilitate the development of the first in a planned series of Cyclyx Circularity Centers. The gain upon contribution of that Intellectual Property is included within the Gain on loss of control calculation below. The gain/(loss) on loss of control of subsidiary was determined as follows, in accordance with IFRS 10 and is presented as part of the results of discontinued operations, as expanded upon within this note: Loss of Control of Cyclyx 2023 Cash consideration received for sale of equity units 5,024,000 Less: cash consideration paid as a capital contribution to Cyclyx (750,000) Add: carrying amount of NCI at the date of loss of control 595,246 Add: fair value of investment in associate retained 114,976,000 Add: gain on previously unrecognized intellectual property contributed to Cyclyx 124,200,000 Less: net assets disposed of: (125,830,984) Cash and cash equivalents (5,921,145) Accounts receivable (3,725,925) Inventory (3,017,975) Prepaid expenses and other current assets (233,111) Property, plant and equipment (8,030,959) Right of use asset (224,413) Intangible assets (124,200,000) Lease liability 254,306 Accounts payable 15,510,720 Accrued expenses and other current liabilities 402,212 Contract liability 3,355,307 Gain on loss of control of subsidiary 118,214,262
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Note 23 Cont.
ii. Cyclyx loss of control – discontinued operations presentation Upon loss of control, the Cyclyx entity which represents a separate major line of business, met the criteria for classification as a discontinued operation. The results of its operations for the year prior to loss of control have been presented as a single line in the Consolidated Income Statement. The comparable Consolidated Income Statement has been re-presented to show the discontinued operation separately from continuing operations. The post-tax loss from discontinued operations as presented on the consolidated Income Statement was determined as follows:
Note 24: Subsequent events The Company has no material subsequent events after the balance sheet date.
Results of Cyclyx (Discontinued Operations) For the period ended December 31 2023 Revenue 6,772,574 Expenses other than finance costs (11,679,514) Finance costs (28,136) Gain on loss of control of subsidiary 118,214,262 Profit (loss) from discontinued operation, net of tax 113,279,186 Profit (loss) from Cyclyx (discontinued operation) attributable to: Equity holders of the parent 114,512,955 Non-controlling interest (1,233,769) 113,279,186 Earnings per share – from Cyclyx (discontinued operations) Earnings per share, basic 1.32 Cash flows – from (used in) Cyclyx (discontinued operations) Net cash from (used in) operating activities (10,024,906) Net cash from (used in) investing activities (8,399,868) Net cash from (used in) financing activities 74,925,039 Net cash from (used in) discontinued operations 56,500,265
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