Annual Report 2022
Table of contents Introducon from the CEO ................................ 03 Highlights ........................................................... 06 Agilyx at a glance ............................................... 07 Investment case ................................................. 09 Highlights Who we are ........................................................ 12 Our market ......................................................... 13 Our strategy ....................................................... 18 Our business model ........................................... 24 Performance measurement............................... 26 2022 performance ............................................. 27 Sustainability & circular economy ..................... 31 Scope and other disclosures .............................. 44 Stakeholder engagement ................................... 45 SDG mapping ..................................................... 48 Risk management .............................................. 49 Strategic Report Chair’s introducon ........................................... 55 The Board & Management Team ...................... 59 Corporate Governance Report .......................... 64 Audit Commiee report .................................... 73 ESG Commiee report ....................................... 74 Compensaon Commiee report .................... 75 Governance Audit report ....................................................... 77 Financial statements .......................................... 82 Notes to accounts .............................................. 87 Glossary.............................................................. 121 2022 Performance 2022 AGILYX ANNUAL REPORT 1
highlights
Dear Stakeholder, While we saw the plascs industry connue to grow on pace with expectaons in 2022, we also saw an increasing global push—through regulators, businesses, investors, consumers and NGOs—to find soluons to address the massive plascs and climate change crisis we face. There have been many posive movements, including the ghtening of government regulaons favoring plasc recycling, with the EU and U.K. introducing taxes on non-recycled plasc waste and packaging, and a call for significant recycling infrastructure grants in the U.S. However, this was balanced by global economic uncertainty as we emerged from the pandemic, a global energy crisis as a result of the war in Ukraine, and supply chain disrupons and inflaon that have affected all industries. While this has impacted the pace of change, it has not dampened the convicon around the need to address this issue, and remains shared by many in the wider industry. Our year in brief We achieved a number of milestones across the business as we connue to make progress on our mission to solve the challenge of plasc waste. Agilyx connues to make great progress. Early in the year, we entered construcon of our first polystyrene conversion unit for Toyo Styrene in Japan. The plant will convert post-use polystyrene into a styrene monomer which can then be converted back into high value polystyrene products, which bear a significantly lower carbon footprint than similar products made with virgin monomer. This was an excing achievement for the teams involved and a milestone in the development of circular plasc pathways. Together with Technip Energies, we jointly launched TruStyrenyx™, an all-in-one soluon for the chemical recycling of polystyrene. Through a combinaon of Agilyx conversion and Technip Energies’ purificaon technology, this first-of-its-kind soluon can produce a recycled styrene monomer with exceponally high purity. Styrene monomer is used to make numerous plascs and other polymers. The partnership has subsequently signed its first MOU with Kumho Petrochemical, and we are hopeful that this will lead to licensing and construcon. Cyclyx, our feedstock management joint venture, connues to grow as other businesses join our mission. This year, we welcomed 11 new members, including Dow and Velcro, and launched the 10 to 90 ® mission brand. The 10 to 90 ® iniave aims to increase recycling of post- use plascs from around 10% to 90% by building new supply chains for hard to recycle plascs. Change isn’t always as simple as it sounds. True change comes through commitment and cooperaon, and that is exactly what Introducon from the CEO HIGHLIGHTS 2022 AGILYX ANNUAL REPORT 3
the 10 to 90 ® mission strives to do, building relaonships to facilitate the teamwork needed between businesses, communies and individuals to make it happen. In October, we announced the development of a first-of-its kind plasc waste sorng and processing facility with ExxonMobil and LyondellBasell. The new facility addresses a crical missing link in the plasc waste supply chain by connecng community recycling programs to new and more advanced recycling technologies that have the potenal to take a much wider variety of plasc materials. It will be unique among plasc recovery facilies, producing feedstock for both mechanical and advanced recycling. This is the first step towards Cyclyx’s goal of processing more than 650,000 metric tons of waste plasc per year by 2026. In September we achieved another important milestone when we uplisted onto the main stock exchange of the Oslo Børs, almost two years since we first became a listed Company. This excing step was confirmaon of the quality of our business model, technology and internal processes and is also the result of successful operaonal and commercial development. Finally, we delivered a strong financial performance in 2022 as we begin to accelerate our growth. Revenue was up 237% and we delivered an eight-fold increase in gross profit. The net loss widened following increased investment, parcularly in Cyclyx ahead of CCC development, and due to costs associated with the uplisng. Looking aſter our people The health, safety and wellbeing of our people remains a key priority and we are connuously looking at ways we can improve. We take safety very seriously and during the year we launched a refreshed approach to health and safety at our Portland plant. This included seng and reaching goals of having no process safety incidents and execung flawless environmental compliance. We also delivered a substanal reducon in our OSHA recordable incident rate this year, with only one recordable incident. These operaonal achievements, combined with our solid financial results, posion us well to realize the opportunies ahead. I want to thank our employees, partners and wider stakeholders for their energy in embracing the mission, their resilience in coping with changing market condions and their adaptability in evolving our business. I am excited by the opportunies the future holds and proud to be a part of such a pioneering business. Tim Stedman “Change isn’t always as simple as it sounds. True change comes through commitment and cooperaon.” – Tim Stedman, Agilyx CEO 4 HIGHLIGHTS: INTRODUCTION FROM THE CEO
Performance highlights Highlights Agilyx at a glance To use innovave technology for good and help solve the problem of plasc waste To be a leading technology provider enabling the circular economy for plasc To focus on “waste to product” pathways and support “waste to intermediate” pathways where others are willing to invest. Leverage partnerships to enable a unique end-to-end offering across the value chain; and provision of feedstock innovaons via Cyclyx OUR PURPOSE OUR VISION OUR STRATEGY 2021 2022 Deferred revenue $5.9M $5.9M $1.4M Revenue $16.5M $16.5M $4.9M Period end net cash $13.7M $13.7M $19.6M Gross Margin $0.6M $0.6M $0.1M 6 HIGHLIGHTS
Our reach OFFICE | PLANT Portland, Oregon U.S. AGILYX HEADQUARTERS Portsmouth, New Hampshire U.S. CYCLYX OFFICE Portsmouth, New Hampshire U.S. EUROPEAN PRESENCE Oslo, Norway Zurich, Switzerland Copenhagen, Denmark London, United Kingdom Cyclyx Cyclyx is designed as an industry consorum comprised of partners across the value chain. This consorum approach allows Cyclyx to partner with businesses, brands, waste service providers and municipalies to serve as a connector between large volumes of plasc waste that are currently not being recycled, to create innovave supply chain soluons. Cyclyx is 75% owned by Agilyx, 25% owned by ExxonMobil. $9.2M REVENUE Agilyx at a glance HIGHLIGHTS REVENUE $7.2M Agilyx Agilyx is a leader in the advanced recycling of difficult-to-recycle post-use plasc streams. With Agilyx’s advanced recycling technology and intelligent feedstock management system, mixed plasc waste can be converted to new virgin-equivalent plascs, as well as chemical products and fuels – creang the opportunity for circularity. 2022 AGILYX ANNUAL REPORT 7
Significant market opportunity Esmated $150 billion plasc recycling market by 2030 1 Helping to solve a global environmental challenge in plasc waste Growing demand for plasc 1 Integrated offering across the value chain 2 Leading player in offering and end-to-end soluon Cyclyx waste sourcing and processing, capable of serving the enre plasc recycling market Two molecular recycling product pathways enabling a circular economy for polystyrene and PMMA Demonstraon plant operang in Oregon; first customer plant in construcon Conversion technology partnerships with Technip Energies, Mitsubishi Chemical and Americas Styrenics (AmSty) Cyclyx is 75/25 JV with Agilyx and ExxonMobil; significant interest through consorum Commercially validated technology with blue chip partners 3 Technology licensing scaling up with Technip partnership Significant customer interest in Cyclyx Circularity Centers (CCCs) for feedstock $200-300 million revenue target in 2025/6 Ready to realize growth ambions 4 Investment case HIGHLIGHTS 1. Company esmates using McKinsey and Presedence Research data 2022 AGILYX ANNUAL REPORT 9
The uplisng to the main exchange of the Oslo Børs, which came almost exactly two years aſter the Company was first listed on Euronext Growth in Oslo, is an important milestone. Taking the step up to a regulated market is not only confirmaon of the quality of our business model, technology and internal processes, it is also the result of successful operaonal and commercial development. In September 2022, Agilyx had its first day of trading on the main exchange of the Oslo Børs, following an uplisng from Euronext Growth Oslo. Photo: Chris Fey / NTB
strategic report
A leading technology provider enabling the circular economy for plasc At Agilyx, we recognize that big problems require big soluons: our mission is to use innovave technology for good and help solve the problem of plasc waste. We are confident we can succeed in transforming the way the world views recycling. With our team of experts commied to change, we are working to enable plasc circularity on a global and commercial scale by converng valuable material back into its original building blocks for reuse. We have two go-to-market enes: Agilyx, that provides advanced recycling technology and crical equipment in combinaon with other partners who provide targeted purificaon capabilies; and Cyclyx, a consorum to improve post-use plasc sourcing with a goal of driving recycling rates from around 10% to 90%. Through a combinaon of technical experse, operang know-how and proven technology, we can turn post-use plascs back into their original chemical components for connued use. By increasing the circularity of plasc and keeping it out of landfills, we aim to play a vital role in accelerang the shiſt to a low-carbon, circular economy. Data based on U.S. market Who we are STRATEGIC REPORT Mechanical recyclate Specific plascs [e.g. Polystyrene (PS)] Clean/high polyolefin material Previously “unrecyclable” MWP Mixed waste plasc (MWP) Exisng waste plasc (MRF Residuals) NEW WASTE PLASTIC DIVERSION PROGRAMS Retail Residual Corporate Residenal Mechanical recyclers + Majority of chemical recyclers requiring higher quality feedstock At scale and designed to opmize output for chemical recycling Drive step change in availability of waste plasc 85-90% of waste plasc 10-15% of waste plasc Integraon provides basis for Agilyx technology advantage MWP system customers PS or other system customers Agilyx and Cyclyx: Integrated Recycling Soluon 12 STRATEGIC REPORT: WHO WE ARE
Plasc is ubiquitous. It has highly aracve aributes, such as weight, flexibility, transparency and durability which, combined with low cost, make it difficult to replace. Since its development in the 1950s, the cumulave global producon of plasc is 9.5 billion tons 1 and it is used across many different sectors, most frequently in packaging. Today, while rates vary by country, globally only 9% 2 of plasc is recycled with 49% 2 going to landfills. Current recycling systems have not been set up, or economically incenvized, to process the diversity and volume of plasc waste. As a result, only certain types of plasc are accepted, and recycling is limited. Not only has this contributed to an enormous plasc waste problem that impacts the environment, but it also destroys economic value. Plasc waste is a global challenge Plasc waste is a global challenge and a huge opportunity and a huge opportunity PLASTIC USE BY END SECTOR DESTINATION OF PLASTIC WASTE 7% 14% 1% 36% 16% 10% 4% 12% Building & Construcon Electrical / Electronic Packaging Industrial Machinery Texles Transportaon Consumer & Instuonal Products Other Sectors 9% 49% 22% 19% Recycled Landfilled Mismanaged and Uncollected Lier Incinerated Our market STRATEGIC REPORT Sources: 1. Our World in Data 2. OECD 2022 AGILYX ANNUAL REPORT 13
The soluon to this problem requires a change to the status The soluon to this problem requires a change to the status quo: society must reduce, reuse and recycle plasc waste to quo: society must reduce, reuse and recycle plasc waste to address the challenge. address the challenge. There are three key factors that we see driving demand for recycled plasc going forward: Source: McKinsey Demand for recycling and circularity Growing resource scarcity means that resources and materials need to be used responsibly. The established “take-make-waste” linear economy has been opmized for efficiency and profitability but at the expense of the natural environment. This is driving interest and investment in circular economic models as consumers demand more sustainable offerings. The circular economy model reimagines the way that products are designed, made, sold, repaired and recycled in order to preserve the economic value indefinitely, while protecng the environment. Forecast Global Annual Polymer Demand 0 100 200 300 400 500 600 700 800 MILLION TONNES 2020 ~350 2030 ~500 2050 ~700 Growth in plasc producon Demand for recycling and circularity Capital investment and regulaon Growth in plasc producon Populaon growth and increasing prosperity are expected to increase demand for food, buildings, household and personal products, electronics, clothing and much more—and all of these industries use plascs in their products and packaging. Demand for polymers, the precursor to plasc, is expected to double between 2020 and 2050, growing from around 350 million tons per year in 2020 to around 500 million tons per year in 2030. Virgin Mechanically Recycled Advanced Recycled 2022 AGILYX ANNUAL REPORT 15
Major brand owners such as PepsiCo, Unilever and L’Oreal have made commitments that between 25% and 50% of their packaging will be recycled by 2025. However, the latest progress report from the Ellen Macarthur Foundaon suggests that these targets are unlikely to be met, reinforcing the urgency for accelerated acon. McKinsey expects that the recycling market for plascs will grow quickly as the value chain materializes, and companies are able to reduce costs through scale-efficiency and standardizaon, and that advanced recycling technology has the potenal for more than 20% year-over-year growth through 2030. Linear economy Circular economy Raw material Design Producon Retail Use & reuse Responsible collecon & management Recycle Raw materials Waste to landfill Extract 1 Supply 2 Design and Manufacture 3 Consume 4 Dispose 5 16 STRATEGIC REPORT: OUR MARKET
Capital investment and regulaon Over the past 10 years there has been a significant increase in investor focus on the sustainability credenals of companies. Environment, Social and Governance factors now have more influence on investment decisions, with ESG-mandated assets expected to make up half of professionally managed assets globally by 2024. 3 Even more significantly, there has been a marked shiſt in government policy across Europe and North America to encourage plasc recycling and facilitate change. The EU has mandated that 50% of plasc packaging must be recycled by 2025, with a €800/tonne tax on non-recycled plasc. In the U.K. there is a £200/tonne tax on all plasc packaging with less than 30% recycled content, while in the United States the Infrastructure Investment and Jobs Act provided $275 million for the Solid Waste Infrastructure for Recycling program. Waste plasc is an enormous untapped above-ground hydrocarbon source. We esmate that by 2030, the advanced recycling market for plasc polymers will be worth over $50 billion 4 globally, with a further $100 billion 4 market in mechanical recycling. This is a significant market opportunity for Agilyx. The advanced recycling sector is diverse and rapidly evolving but is uniquely posioned to upcycle lower quality plascs to high-quality outputs that maintain economic value and reduce the need for fossil fuel extracon. Sources: 3. Deloie 4. Company esmates using McKinsey and Presedence Research data ESTIMATED PLASTIC RECYCLING MARKET IN 2030 $150 BILLION A significant market A significant market opportunity for Agilyx opportunity for Agilyx 2022 AGILYX ANNUAL REPORT 17
There is no single sector, technology or approach that can solve the plasc waste problem alone. At Agilyx, we are one part of the cohesive soluon required for the world to transion to a circular economy. This is an emerging industry, and the landscape is generally split between players with waste feedstock experse and players with conversion capabilies. Our integrated model offers both. Building on our 18 years of experience, our strategy is to focus on key areas that will posion us to become the pre-eminent technology provider enabling the circular economy of plasc. Our ambion is to be a leading technology provider Our ambion is to be a leading technology provider enabling the circular economy of plasc. enabling the circular economy of plasc. Feedstock to product Custom feeds to meet customer specificaons End user Feedstock Chemical conversion Process into new plascs Final product Waste Novel sourcing & aggregaon methods Characterize & qualify waste plasc to meet customer specificaon/s Custom feedstock processing Deliver to chosen recycling technology Waste to feedstock Our strategy STRATEGIC REPORT 18 STRATEGIC REPORT: OUR STRATEGY
Fully integrated across the value chain There are four key steps needed to deliver chemical and molecular recycled plasc. Waste to Feedstock Cyclyx, our ISCC+ cerfied waste sourcing and processing business, is unique. It was founded upon our chemical conversion database, which characterizes waste plascs according to their chemical composion. This enables the development of custom feedstock recipes based on the needs of customer conversion processes and can support both chemical, molecular and mechanical plasc recycling. 1. Source: Through direct relaonships with waste producers, and through our consumer 10to90 recycling program, Cyclyx sources and categorizes plasc waste according to its chemical components. We build new supply chains for our customers and leverage arficial intelligence to opmize logiscs and minimize the environmental impact of waste movements. 2. Process: Leveraging our chemical conversion database, which is built on over 18 years of development, we can custom blend waste plasc into feedstock tailored to a customer’s individual conversion process requirements. This will be done at our custom designed Cyclyx Circularity Centers (CCC), the first of which is in development. We currently use contract processing to do this for our customers. 2022 AGILYX ANNUAL REPORT 19
Feedstock to Product Agilyx technology recycles waste plasc using three conversion pathways: Polystyrene to styrene circularity Polymethyl methacrylate (PMMA) circularity Mixed plascs to chemicals and refinery feeds, which includes circularity back to polyolefins MOLECULAR RECYCLING CHEMICAL RECYCLING 3. Convert: Our connuous process converts plasc waste at a high heat in the absence of oxygen (pyrolysis). The output depends on the waste input; polystyrene can be converted back to a styrene monomer, while mixed waste plasc is turned into a synthec crude oil which can be further refined like virgin fossil fuel. 4. Purify: The addional purificaon step enables the converted product to be treated as a virgin plasc source and thus used in both food and medical grade applicaons. It also allows the use of more challenging waste, which increases the scope for sourcing material, both in terms of cost and availability, for example allowing us to use currently non-recyclable insulaon foams from the construcon industry. TruStyrenyx, our partnership with Technip Energies, brings together Agilyx conversion technology and Technip Energies’ purificaon technology to convert polystyrene to styrene monomer. We believe we are the only player in the market with all four capabilies. Connued investment to develop our conversion technology, as well as building up the feedstock management system, including the conversion database, is the basis for a sustainable compeve advantage. 20 STRATEGIC REPORT: OUR STRATEGY
Waste-to-product offering To minimize the carbon footprint of recycled plasc, where possible it is preferable to create a “closed loop” whereby a parcular type of plasc, such as polystyrene, is broken down into its component molecules so that it can easily be reformed as pure plasc again. These waste-to- product pathways require waste plasc that is of predominantly one type and saves considerable me, money and emissions in the conversion process back to a virgin equivalent product. There are three pathways to recycle plasc. Mechanical recycling has the fewest steps and so is preferable where appropriate, but has limitaons in applicaon. Molecular recycling, or waste-to-product, has the next fewest steps and has the advantage of having a direct line of sight from waste coming into a single unit and a pure, virgin equivalent product being produced from that same unit. Finally, more general chemical recycling can be used where mixed waste plasc streams are present. However, while the waste coming in may require less processing, the oil produced must go through further refining steps in order to produce virgin plasc again. Chemical and molecular recycling come under the banner of advanced recycling. Our strategy has been to focus on the waste-to- product pathways for polystyrene and PMMA. While these plascs have smaller markets, there is much less compeon and the market opportunity is sll enormous – in 2017, the global market for polystyrene alone was over $35 billion. 1 Our TruStyrenyx™ partnership with Technip Energies purifies the styrene we produce into virgin equivalent styrene monomer. Styrene monomer produced from this process can then be converted back into high value products, which bear a significantly lower carbon footprint than similar products made with virgin fossil fuel styrene monomer. Like many of our competors, we are also able to convert mixed waste plasc. However, we differ because we don’t require a catalyst in our process as many others do and therefore are able to take more distressed plasc waste, removing us from direct compeon. With this addional capability, we esmate that we are able to convert 60% of plascs on the market. More broadly, our strategy to address the mixed waste plasc market has been through Cyclyx, our waste to feedstock business. Cyclyx offers its services to any chemical conversion technology, providing other industry parcipants with mixed waste plasc that meets their specific requirements. We can convert an esmated 60% of plascs on the market. Sources: 1. Esmate based on IHS Markit data 2022 AGILYX ANNUAL REPORT 21
High-purity polymers (e.g., PS, PET, PMMA) Conversion through pyrolysis and dissoluon MONOMER MOLECULAR RECYCLING “Waste to Product” Produces high quality monomers for closed loop; faster and less emissions; more waste sorng required POLYMER PRODUCTION Mixed Plasc (e.g., PE, PP, etc.) Conversion through pyrolysis and gasificaon CHEMICAL RECYCLING “Waste to Intermediate” Potenal for less waste sorng required depending on technology; increased me, cost & emissions REFINING & CHEMICAL PRODUCTION END OF LIFE COLLECTION & SORTING Recovered Plascs (Separated & Washed) Waste to Feedstock PLASTICS POLYMER MECHANICAL RECYCLING Currently the most economic process financially and environmentally; difficult to produce high quality for F&B or medicine, not all resins can be mechanically recycled and quality degrades with each recycle FORMULATION & COMPOUNDING PRODUCTION 22 STRATEGIC REPORT: OUR STRATEGY
1. Esmate based on IHS Markit data Asset-light conversion business model The early stage of our development followed the classic build-own-operate approach that many others in this space are now following. With the development of the technology to include mulple conversion pathways, we shiſted to an asset-light business model focused on monezing the years of development in both conversion technology and feedstock insight through a combinaon of licensing, project development and provision of the crical core equipment. In the current macroeconomic environment, some customers are less willing to make upfront capital commitments, so we are exploring other ways to progress facilies. In the current macroeconomic environment, some customers are less willing to make upfront capital commitments, so we are exploring other ways to progress facilies. This includes working with our customers to find alternave funding sources to bring together a package that enables the customer to have an oake agreement. We have a strong and diversified project pipeline: Capacity in the pipeline >1200 kt Project in construcon 1 Pilot plant in operaon 1 High-priority projects in the pipeline 29 2022 AGILYX ANNUAL REPORT 23
What we do We source and process waste plasc so that it can be recycled. Our conversion technology, combined with purificaon technology provided by our partners, enables us to create closed loop styrene and MMA, and converts mixed waste plasc into an oil ready for refining. Why we do it Our purpose is to enable the recycling of all plasc waste, reducing its impact on the natural environment and the need for virgin fossil fuels, thereby enabling a circular economy for plasc. For more informaon, please see page 7. Enabling a Revoluon in Plasc Recycling Our business model STRATEGIC REPORT 24 STRATEGIC REPORT: BUSINESS MODEL
Creang value Inputs 18 years of development 20 patents Robust, connuous process Electrified system to run on renewable energy No catalyst required, allowing more contaminated waste Mulple pathways including polystyrene, PMMA and mixed waste plasc 8 th generaon of technology Chemical composion of plasc waste database Portland plant in operaon since 2018 Industry leading partners Operaons across North America, Europe and Asia: See page 7 for more informaon Cyclyx Our waste sourcing and processing business earns a fee for every tonne of plasc that passes through a facility that uses our technology and insight. We also earn revenue through our consorum membership program and through waste analyses for customers. A royalty is paid to Agilyx for the use of its intellectual property. Cyclyx is a joint venture with ExxonMobil in which Agilyx owns 75%. Revenue: $9.2 million Employees: 46 Processed output: 7.6 kta 2025 Ambion 650 to 900kt p.a. of processed volume 3+mt p.a. longer term ambion Revenue: $7.2 million Employees: 71 Tonnes in construcon: 3.3 kta 2025 Ambion 165kt p.a. of plant capacity in operaon 495-660kt p.a. in development/ construcon Agilyx Conversion Technology In some cases, customers pay for upfront design and development, while in other cases we sell a fully designed package. At this point, a license is purchased. Once construcon is agreed upon, we are paid for equipment purchases. Our conversion technology then generates a volume driven royalty once the facility is operang and we also ancipate ongoing repair and maintenance revenue. 2022 AGILYX ANNUAL REPORT 25
Financial KPIs 1.1 2022 2021 3.7 Performance measurement STRATEGIC REPORT Non-financial KPIs Total recordable incident rate Volume in construcon (kta) 3.3 AGILYX 0 3.3 Processed output (kta) 7.6 CYCLYX 2.4 7.6 Revenue Deferred revenue Gross Margin Period end net cash $16.5M $5.9M $0.6M $13.7M $16.5M $13.7M $5.9M $1.4M $4.9M $19.6M $0.6M $0.1M 2021 2022 26 STRATEGIC REPORT: PERFORMANCE MEASUREMENT
2022 performance STRATEGIC REPORT Group Trading Performance Group revenue increased to $16.5m (FY21: $4.9m), with increases in revenue at both Agilyx and Cyclyx. Agilyx revenue rose to $7.2m (FY21: $2.9m) driven by construcon of our polystyrene project in Japan with Toyo Styrene. Cyclyx revenue saw a significant increase to $9.2m (FY21: $1.9m) as volumes more than tripled, and we saw connued interest in the consorum and 10 to 90 programs. The gross margin increased to $573k (FY21: $63k) as the business begins to ramp up. Overhead costs increased significantly in the year driven by investment in the business and costs associated with the conversion to IFRS and uplisng to the main Oslo Bors. Investment included the development of the eighth generaon of our core conversion technology as well as growing the Cyclyx organizaon to ensure that we have the right capabilies to design and deliver Circularity Centers. The Group delivered a net loss of $23.4m (FY21: $15.6m), with a resulng diluted loss per share of $0.28 (FY21: $0.19). During the year, the operang cash oulow was $15.3m and the investment cash oulow was $3.5m, both in line with the prior year. We saw a significant increase in cash from financing, with a net $13.4m inflow from the September capital raising and a further $1.0m from ExxonMobil into Cyclyx. The resulng net cash oulow was $5.9m (FY21: $19.3m). As of December 31, 2022, the Group’s net cash posion was $13.7m (FY21: $19.6m). During the year we paid down our outstanding borrowings and there are no outstanding debts on the balance sheet. 2022 AGILYX ANNUAL REPORT 27
Outlook Our operaonal achievements combined with our solid financial results last year, posion us well to realize the opportunies ahead. Cash collecon in the first quarter was strong and our unaudited net cash posion at March 31, 2023 was $12.0m. We are making good progress on our target of two technology licenses this year, albeit the macroeconomic backdrop is making customer decision-making slower. Our TruStyrenyx partnership is beginning to yield tangible results, with INEOS Styroluon progressing development of the first large-scale plant. Discussions are underway with Kumho about a license and we are connuing to work with Shell on the European TruStyrenyx project associated with the private placement ahead of the uplisng as well as other projects. We have also entered into a strategic collaboraon with BioBTX to explore the producon of renewable aromac chemicals (benzene, toluene,xylene: BTX) using our pyrolysis technology. We expect Cyclyx to connue to grow volume and introduce further 10 to 90 takeback programs, building on the momentum from the Houston pilot program. Engineering on the first Cyclyx Circularity Center is at an advanced stage and we ancipate moving into construcon in the second half of the year.
At the end of 2022, we announced our first Cyclyx 10 to 90 ® takeback program with the Houston Recycling Collaboraon in Houston, Texas, U.S., expanding the materials accepted for recycling to include nearly all plascs. In its first weekend alone, the program collected more than 1.8 tons of plasc waste. This is an important step in increasing the supply of plasc waste that will feed into our Cyclyx Circularity Center, a first-of-its-kind plasc processing facility in Houston. We look forward to launching addional takeback programs in other neighborhoods, schools and retailers throughout the Houston area in the coming months.
30 STRATEGIC REPORT: SEGMENTAL REPORTING
Our Mission Simply stated, our mission is to help solve the problem of plasc waste. This mission and our core business align with two crical global environmental priories: addressing the plasc waste crisis and climate change. Our technologies provide soluons that will help shiſt our world from a linear to a circular economy, and transion to a low-carbon future. Working with our customers, we are creang fully circular models where plascs can be used and recycled again and again. Management approach and methodology We know our stakeholders expect full engagement by the Group on sustainability and environmental acvies and we connue to work toward a more robust ESG reporng program, with our CEO and the ESG Commiee driving change. To guide our sustainability reporng this year, we have: • Reviewed our business alignment against the United Naons Sustainable Development Goals (SDGs), which represent the world’s agenda for a more inclusive and sustainable world. • Reviewed our stakeholder groups, stakeholder analysis and materiality matrix to determine any adjustments needed for 2022. • Informed the report development process by the Global Reporng Iniave (GRI), although the report itself does not meet the requirements for a full GRI-aligned report. ο The Group is planning to implement a more comprehensive ESG data management system over the next 12 months, which will enable further ESG disclosures in future years’ reports. Sustainability & circular economy STRATEGIC REPORT 2022 AGILYX ANNUAL REPORT 31
In order to deliver on our mission, we have developed three core sustainability areas of focus, each of which has targets associated with it. The three areas are Circular/environmental; Climate; and Societal and further detail is provided on the following pages. Our success depends on understanding the issues that will influence our future strategic direcon while managing our impact on society and the world around us. We monitor business developments, risks and opportunies facing the Group, as well as changes in legislaon and the perspecves and needs of our stakeholders. Our material issues idenfy what maers most to our business and our stakeholders, providing guidance on what to priorize and enabling us to act accordingly. The materiality matrix was developed by analyzing the topics that are most important to our stakeholders and the Group and is reviewed on an annual basis. Materiality matrix Importance to stakeholders Climate change (E) Plasc waste (E) Circular economy (E) Employee health and safety (S) Energy efficiency (E) Governance and ethics (G) Talent development (S) Water (E) Polluon from operaons (E) Diversity, equity and inclusion (S) Financial performance (S) Responsible procurement (G) Labor and human rights (S) Green job creaon (E) Transparency and disclosure (G) Impact on Agilyx 32 STRATEGIC REPORT: SUSTAINABILITY & CIRCULAR ECONOMY
Circular/environmental We are commied to accelerang the transion to a more circular economy, while minimizing the environmental footprint of our processes. Goal • Deliver Agilyx technology for partners to build new commercial scale advanced recycling facilies that enable the conversion of at least 1,500 tons per day to post-use plasc annually by 2030. • Drive our long-term vision to increase the rate of plascs recycling from 10% to 90%. 2022 Progress • We remain on track to meet the goal for volume of new recycling facilies by 2030. During the year, we announced our partnership with Technip Energies to offer TruStyrenyx, molecular recycling for styrene, and have seen significant interest in the product, including a Memorandum of Understanding with Kumho Petrochemical. • Cyclyx is on track to exceed its goal for volumes of plasc waste diverted from landfill and redirected to recycling. Forecast demand from exisng customers exceeds 6.5 million tons per year, versus the target of 3 million tons per year by 2030. • Please see page 3 for a review of business achievements in the year. 2022 AGILYX ANNUAL REPORT 33
Climate Advanced recycling can play a key role in the transion to a low- carbon economy by making more plascs circular, producing high quality plascs with a lower greenhouse gas (GHG) and providing low-carbon fuels. Goal • Develop and publish a climate change strategy for Agilyx by year end 2022 that: ο Idenfies and discloses future impact (including both opportunies and risks) of climate change on the Company. ο Idenfies strategies and acons to migate climate-related impacts of Agilyx technology, including quanfying and disclosing GHG footprint and energy efficiency of our advanced recycling processes. ο Idenfies strategies and acons to support transion to a low carbon economy. 2022 Progress • During the year, we developed our climate change objecves, which are published on our website. The most significant impact we can have on the climate and environment is in driving business growth and diverng plasc waste into recycling. It is also important to acknowledge that in delivering on our strategy, we need to be mindful of our carbon footprint and conduct our business in a way that minimizes harm to the planet. • Due to changes in the team during the year, we did not make as much progress as we had ancipated with regards to the impact of climate change or measuring and disclosing our GHG footprint. We did conduct a screening life cycle analysis, the results of which were consistent with other industry studies. All these areas remain a focus for the business in 2023. The most significant impact we can have on the climate and environment is in driving business growth and diverng plasc waste into recycling 34 STRATEGIC REPORT: SUSTAINABILITY & CIRCULAR ECONOMY
Enabling customers’ net-zero ambions Working towards net zero Evaluang our technology Throughout 2022, we remained dedicated to reducing Throughout 2022, we remained dedicated to reducing our environmental impact: our environmental impact: A recent study conducted by City College of New York Grove School of Engineering concluded that advanced recycling helps avoid climate impacts, reduces demand for energy resources, and offers key tools for expanding the circular economy. The report concluded that advanced recycling can reduce the need for fossil fuel resources by up to 97% compared to landfilling. In order to ensure we are connuously improving our product offering, we undertook a screening life cycle analysis (LCA) during the year, the results of which are consistent with other LCAs on advanced recycling. Our patented technology soluons can play a fundamental role in reducing our customers’ environmental impact, oſten supporng business model change and enabling climate or net-zero ambions. We connue to refine our business pracces in the following areas of our climate roadmap: Connuous, measurable improvement in carbon reducon potenal TECHNOLOGY DESIGN Assist in life cycle analysis/carbon footprint analysis of licensed plants LICENSING Joint carbon management programs with customers and value chain ENGINEERING 2022 AGILYX ANNUAL REPORT 35
Agilyx climate objecves At Agilyx, sustainability has always been at the heart of our mission. We constantly take steps to evaluate the environmental impact of our daily operaons to ensure we do no harm. Work to quanfy our GHG footprint has connued more slowly than planned due to people changes, but we hope to complete the inial analysis during 2023. We will connue to build capacity and define our internal processes to ensure inventory is relevant, complete, consistent, transparent and accurate. Agilyx does not currently report its Scope 1 or Scope 2 GHG emissions but will do so in the future as we work towards verificaon. Environmental performance The Group is in the process of implemenng appropriate reporng systems to beer capture data that accurately demonstrates our environmental impact. During the year, we esmate that our GHG emissions based on the energy consumpon of our operaons in Portland, Oregon, U.S. and our offices in Portsmouth, New Hampshire, U.S. were 573 t/CO 2 , an increase of 2% over 2021. The increase was driven by greater acvity in Cyclyx. This is not a complete picture of the Group’s GHG emissions. The nature of our business is to take a waste product, plasc, out of the environment where it is causing damage, and extract value while giving it a new life. Thus, we consider that our overall impact on the environment is posive. The process of pyrolysis of waste plasc does produce by- products alongside the pyrolysis oil we are seeking. These include a solid, a liquid and a gas and we are exploring ways to migate the impact of these products and reduce their producon. During the year, we implemented improvements to the stormwater treatment system at our Portland facility to ensure any pollutants remain below the limits of our industrial stormwater discharge permit. 36 STRATEGIC REPORT: SUSTAINABILITY & CIRCULAR ECONOMY
Societal Collaboraon is essenal in understanding different perspecves and developing sustainable soluons. We’re working to expand our collaboraons to create a more inclusive work environment. Goal • Collaboraons ο Establish five new collaboraons with instuons, government authories, NGOs, and associaons by 2025, to help bring praccal soluons to address the global plasc waste crisis (vs baseline of 2019). • Gender equity ο Ensure that at least 50% of new appointees to the Board of Directors are women during 2021-2023. ο Achieve representaon of women on Board of Directors to 33% by 2025. ο Achieve representaon of women on execuve team to 33% by 2025. 2022 Progress • In early 2022 we announced our collaboraon with Sustainable Medicines Partnership, a not- for-profit private-public collaboraon execung projects to make the use of medicines more sustainable and less wasteful. Through Cyclyx we also made considerable strides in engaging local government authories and the general public with the 10 to 90 program. • During the year, three new Board members were appointed, of which one was female. Currently, women comprise 43% of the Board and 32% of the execuve team, both up significantly from last year. Currently women comprise 43% of the Board and 32% of the execuve team 2022 AGILYX ANNUAL REPORT 37
Supporng local recycling and nonprofits Agilyx engages with diverse community and NGO partners, including local organizaons in Oregon, to raise awareness and expand plasc recycling. With our joint venture, Regenyx, we offer a free, 24-hour public drop box where community members can drop off polystyrene for recycling. We also work with neighborhood groups, businesses and schools to provide recycling educaon and promote local recycling collecon events. Agilyx connues to provide internships for local college students to learn new trades and potenally work toward joining the Group. This year, we welcomed Western Washington University’s Polymer Materials Engineering students at our facility in Oregon. Students met with the Agilyx team for a tour and to learn more about advanced recycling and our unique technology soluons. In 2022, Agilyx engaged with the following local recycling groups and nonprofits organizaons: Academy of the Arts and Academics Arbor Lodge Neighborhood Associaon Girl Scout Troop 12811 James Neighborhood Recycling Kenton Neighborhood Associaon Kindred Homestead Supply Oregon Metro Overlook Neighborhood Associaon Ridwell Sunset High School Climate Change Club 38 STRATEGIC REPORT: SUSTAINABILITY & CIRCULAR ECONOMY
Workforce development At Agilyx, we are connuing to grow and diversify our workforce year aſter year. Our team of more than 100 employees all share one common goal: to change the way the world recycles. We are commied to making a difference and driving this mission forward. We value the people who make our mission possible, and we are commied to creang a posive workplace environment for all our people. Agilyx is commied to the principles of diversity, equity and inclusion. The Group is an equal opportunity employer and provides equal access to training and career development regardless of gender, religion, beliefs or naonality, and is commied to non-discriminaon in all recruing and employment pracces. TOTAL NUMBER OF EMPLOYEES NUMBER OF NEW HIRES (2022) NUMBER OF LEAVERS PERCENTAGE GROWTH (YOY) 117 58 AVG. # WEEKS OF PARENTAL LEAVE Federal U.S. Law, FMLA, requires a min. of 12-weeks of parental leave be provided (some states, countries, etc. may require more). 12 39 20.6 % Female % Male Board of Directors 43 57 Senior Leadership 36 64 Execuve Mgt 32 68 Mgt./Supervision 32 68 Overall Workforce 33 67 LOCATION OF EMPLOYEES 109 U.S. 8 Int’l (Europe) Male Female WORKFORCE BY AGE 17.2% <25 Years of Age 23.9% 25-34 20.9% 35-44 16.4% 45-55 21.6% >55 *All data as of 12/31/22, including all domesc and internaonal employees TOTAL GENDER BALANCE WITHIN COMPANY TEMPORARY STAFF GENDER PART-TIME GENDER 40 STRATEGIC REPORT: SUSTAINABILITY & CIRCULAR ECONOMY
Notes Job levels were established by using the guidance provided by the U.S. Dept. of Labor based EEOC Job Codes for stascal data tracking and measurement for U.S. employers. Agilyx does not have any involuntary Part-me employees, but used our Voluntary Part-me numbers to monitor and track this requirement. This is the first year of tracking these numbers using our current HRIS system and data collecon method and will act as our baseline for future reporng. Administrave Support Workers Female earnings average + 15% than male earnings Exec/Senior Level Officials & Mgrs. Female earnings average - 13% than male earnings First/Mid-Level Officials & Mgrs. Female earnings average + 5% than male earnings Operaves Female earnings average + 5% than male earnings Professionals Female earnings average - 32% than male earnings Technicians Female earnings average + 8% than male earnings Total Enterprise Wage Difference Female earnings average - 18% than male earnings Gender Distribuon per job level Total number Percent of workforce Number of female Percent of female Number of male Percent of male Administrave Support Workers 6 5% 5 83% 1 17% Exec/Senior Level Officials & Mgrs. 21 18% 5 24% 16 76% First/Mid-Level Officials & Mgrs. 33 28% 11 33% 22 67% Operaves 17 15% 1 6% 16 94% Professionals 38 33% 15 40% 23 61% Technicians 2 2% 1 50% 1 50% Part-me Employees 3 3% 2 67% 1 33% $15,447,117 TOTAL SALARY COST Gender Pay Gap 2022 AGILYX ANNUAL REPORT 41
Employee health & safety Employee health, safety and wellbeing is of utmost importance to us and therefore we promote a safe and healthy working environment. Our people deserve to return home at the end of the workday, healthy and unharmed. All plant operaons personnel are required to complete safety training upon hiring and on a regular basis, and every employee is required to follow safety protocols and policies. Employees are required to immediately report any unsafe situaons or conduct to their manager or Human Resources, and the EHS Manager. During 2022, we significantly sharpened our focus on occupaonal health and safety across the Agilyx Group and in parcular at our operaons in Portland, Oregon, U.S., where we rolled out a number of programs designed to heighten safety awareness and strengthen our safety-first culture. As a result, we saw a significant decrease in the number of recordable injuries and achieved our lowest recordable incident rate since 2018, as shown in the chart below. In 2022, our goals and objecves were as follows: • No recordable injuries or illnesses • No process safety incidents • Flawless environmental compliance 42 STRATEGIC REPORT: SUSTAINABILITY & CIRCULAR ECONOMY
There was one OSHA-recordable incident in 2022: a slip/trip/fall injury at Cyclyx. The employee fully recovered with no lasng effects from the injury. There were no recordable injuries or illnesses, environmental incidents or process safety incidents for Agilyx/Regenyx in 2022. As we operate across geographies, our sick leave policies are aligned to local working regulaons. As the majority of our people are employed in the United States, recording of sick leave is included with other types of leave, such as vacaon and medical appointments. During 2022, we recorded 1,468 days of leave across the business, or 5.5% of total hours worked. We are implemenng changes to improve the quality of our illness absence data and expect to have more accurate informaon to report in future years. OSHA Total Recordable Incident Rate (TRIR) 0 1 2 3 4 5 6 7 2019 2020 2021 2022 OSHA recordable rate Modern Slavery We apply high employment standards across our business, complying with the relevant employment, health and safety and human rights laws to ensure that our workforce is safe. We expect our suppliers to adopt a similar approach in relaon to their workers. Our Code of Supplier Conduct sets out the minimum standards that we require from them, including workers’ fundamental rights on working condions, standards of pay and freedom of associaon. The full policy is available on our website. In accordance with the Norwegian Transparency Act, which comes into force in June 2023, we are updang our Modern Slavery Statement. The act requires companies to conduct due diligence on their supply chain and act to cease or migate any adverse impacts found. Using a materiality approach, we have assessed our suppliers against the OECD risk criteria based on geographic locaon and industry, and are engaging with those suppliers which could present a higher risk of modern slavery. We have also created a commiee to review any supplier deviaons and are updang our policies accordingly. We expect to publish our revised statement in line with the requirement. 2022 AGILYX ANNUAL REPORT 43
This sustainability report covers Agilyx’s wholly owned operaons, as well as the majority owned Cyclyx. This report includes reference to Agilyx employees who are assigned to support Regenyx, our 50-50 joint venture with Americas Styrenics, as well as employees of Cyclyx. The report also includes some references to our Portland, Oregon facility, which encompasses operaons and assets wholly owned by Agilyx, majority owned by Cyclyx, and owned by Regenyx. This sustainability report does not include environmental or other disclosures for the Regenyx joint venture, except where specifically noted. This sustainability report focuses on sustainability progress and opportunies during 2022: quantave data covers January 1, 2022 to December 31, 2022 unless otherwise noted. ESG Policies Our corporate governance policies are our foundaon for financial integrity and sustainable performance, and crucial to our ESG program. Our up-to-date codes and policies can be found on our website. These policies apply to all Agilyx enes and employees globally. We consistently review our policies as good corporate pracce. In 2022, we made relevant updates to all of our current codes and policies. All employees are expected to be familiar with these policies and to report any concerns or policy violaons to Human Resources or a member of management. Insurance Agilyx and its subsidiaries have insurance in place that covers the Directors and Officers, as well as the corporaon. The insurance covers defense costs and direct financial loss suffered by the Insured resulng from allegaons of breaches of fiduciary duty and dishonest acts by Directors, Officers and employees of the Company. Scope and other disclosures STRATEGIC REPORT 44 STRATEGIC REPORT: SCOPE AND OTHER DISCLOSURES
Listening to, collaborang with and understanding our stakeholders is crucial to the success of our business. While developing and building our sustainability program, we engage with a broad range of stakeholder groups. Employees Our employees are driven by our mission to change the way the world recycles. 2022 Engagement: We engaged with our employees through internal communicaons, company meengs and events. Local communies We strive to be a good community partner in the neighborhoods near our facilies by partnering with local small businesses and demonstrang openness. 2022 Engagement: We engaged through our drop-off services, community events, partnerships with local organizaons, charitable contribuons and social media Value chain partners Agilyx provides proof-of-concept for advanced recycling technology to bring innovave business models to the marketplace to rapidly scale up to commercial volumes for chemical and plascs companies, waste management and recycling companies, transport companies, joint venture partners, converters/packaging companies and brand owners. 2022 Engagement: We engaged with our value chain partners for business development, joint projects and commercial acvies through in-person and virtual meengs, emails, phone calls, conferences, facility tours and audits. Plasc producers are under connued pressure to provide their customers and brand owners with products that contain more recycled content. Our value chain partners are most interested in the effecveness, reliability and efficiency of Agilyx advanced recycling technology, the opportunity to scale up and expand capacity rapidly and our ability to innovate and apply our technology to create advanced recycling pathways for more types of plascs. Stakeholder engagement STRATEGIC REPORT 2022 AGILYX ANNUAL REPORT 45
Government, regulatory bodies and municipalies We are commied to regulatory compliance, parcipang in policymaking related to advanced recycling and proacvely engaging with the municipalies in which we operate, interacng with local, state and naonal government officials, advocang for advanced recycling. 2022 Engagement: We engaged with regulatory bodies through direct outreach via events and conferences, in-person meengs, wrien correspondence, regulatory filings, facility tours, audits and inspecons. Through our engagement with Cyclyx, we are parcipang in the Houston Recycling Collaboraon, a collaboraon between government, industry and the community to increase Houston’s recycling rate and establish the city as a leader for mechanical and advanced recycling processes. Industry and trade associaons We are acve members of associaons that represent advanced recycling companies in the U.S. and in Europe. Shareholders and investment community Our investor relaons program helps ensure that all parcipants in the financial markets have access to transparent and complete informaon about the Group’s performance and market posion. 2022 Engagement: We engaged through our membership in organizaons including the American Chemistry Council, the Associaon of Plascs Recyclers, and Chemical Recycling Europe. These associaons work relessly to grow awareness of the benefits of advanced recycling technologies, building broader support for advanced recycling technology through a network of allies. 2022 Engagement: We engaged with our investors through in-person and virtual meengs, regular investor conference calls, webinars, and investor disclosures, including those on Oslo Børs NewsWeb and the IR secon of our website. We have an IR team that receives and responds to requests for informaon. In accordance with our disclosure policy, our investor communicaons are available on our website. During the year, management held over 50 meengs across the U.S. and Europe with exisng and prospecve investors. 46 STRATEGIC REPORT: STAKEHOLDER ENGAGEMENT
Non-governmental organizaons (NGOs) and instuons NGOs include environmental advocates, academic and technical instutes, foundaons and research organizaons with interests in the circular economy. 2022 Engagement: We engaged with NGOs and instuons directly and through industry trade associaons, via meengs, conferences, educaonal events and collaboraon projects. We interact with instuons such as universies and federal research labs by providing informaon and contribung technical data relevant to their advanced recycling research. We track key publicaons and studies by NGOs and instuons. 2022 AGILYX ANNUAL REPORT 47
The following SDGs are most directly relevant to Agilyx’s mission, value chain and stakeholders: Agilyx has also idenfied two addional SDGs that are contributed to by value chain partners enabled by Agilyx technology to create more circular pathways: Agilyx follows and maps the United Naons Sustainable Agilyx follows and maps the United Naons Sustainable Development Goals (SDGs) as the blueprint for taking Development Goals (SDGs) as the blueprint for taking meaningful acon for a more sustainable, low-carbon meaningful acon for a more sustainable, low-carbon future for all. future for all. SDG mapping STRATEGIC REPORT 48 STRATEGIC REPORT: SDG MAPPING
As a global leader in advanced recycling, Agilyx is exposed to As a global leader in advanced recycling, Agilyx is exposed to a variety of risks, which must be managed to minimize any a variety of risks, which must be managed to minimize any negave impact on strategic or financial ambions. negave impact on strategic or financial ambions. The Group recognizes the importance of idenfying and acvely managing the financial and non- financial risks facing the business. We want our people to feel empowered to take advantage of aracve opportunies in line with our strategic ambions, but to do so within the risk appete set by the Board. Agilyx is a growing company in a relavely new industry, and there are many risks associated with introducing and scaling new technology to a new applicaon. Although we are confident that management is focused on idenfying and managing these operaonal risks to the best of their ability, there can be no guarantees that such risks will not materially impact the performance or the financial results of the Group. Risk management STRATEGIC REPORT
Health & safety Financial Our business involves storing, processing, handling and disposing of waste and potenally hazardous materials, including volale solvents and chemicals. This acvity could cause an incident that results in serious illness, injury or death to our people and third pares if not managed correctly. As an early-stage company, the key financial risk the Group faces is a lack of liquidity. The Group may fail to raise capital on acceptable terms, or not do it at all, and this could result in material adverse impacts to the financial posion of the Company. Health and safety is a key focus area for senior leadership, and management meengs include performance updates, with acons in place to ensure workplace health and safety. We have a Group health and safety policy, which is reinforced by standard operang procedures at our facility in Portland, Oregon, U.S., including a “stop-work” protocol. We maintain tracking and reporng of all OSHA recordable injuries and provide regular training to our employees. Our goal is for zero process safety incidents. The Group monitors its projected cash requirements and forecasts cash flows carefully to ensure that there is sufficient capital for the planned acvies. This enables early warning of the need to source addional funds to facilitate growth, and then appropriate acon is taken. The Group will, if necessary, aempt to raise capital through private placements, debt or other financing, partnerships, and strategic alliances or from other sources. Risk and impact Risk migaon Risks 50 STRATEGIC REPORT: RISK MANAGEMENT
Technology Regulaon The Group has developed proprietary technology and processes on which the business is dependent. Should others appropriate or copy our technology, it could damage the Group’s compeve posion and may be difficult or costly to defend. As an early-stage company, our technology is sll relavely new to the market. There is a risk that as the technology is deployed in new environments and at different scales, there could be teething problems in its operaon. This could cause delays to projects and damage to reputaon, both of which could have an adverse financial impact on the Group. The Group’s business model is impacted by corporaon tax, trade and environmental laws and regulaons in the regions, countries and connents where Agilyx and its clients, or potenal clients, operate. It is our belief that policymakers globally will connue introducing laws and regulaons that support the development of a circular economy, including for plasc waste, which is aligned with Agilyx’s mission. At the same me, the introducon of any laws and regulaons that would restrict the construcon or operaon of advanced recycling facilies or restrict the free transportaon and supply of waste plasc could have a negave effect on the Group’s operaons. We register new technology and processes as they are developed with the appropriate protecon. The Group undertakes market monitoring to ensure that infringements are not occurring. Engineering support and experse is factored into the construcon and commissioning phases of projects to ensure that any potenal issues are idenfied early and appropriate soluons are implemented. The Group parcipates in industry trade associaons in the U.S. and EU, which are acvely monitoring policy developments and advocang for policies that will promote the growth of the advanced recycling sector. Our government affairs funcon also tracks policy changes and works with trade associaons or other partners where appropriate to help advocate on the Group’s behalf. Risk and impact Risk migaon 2022 AGILYX ANNUAL REPORT 51
Operaons People The Group is dependent on the ability of customers and partners to complete and operate complex technical projects and processing equipment. The Group relies on the experse of employees as well as independent contractors, engineering services and equipment suppliers large and small. Should we suffer a failure within the operang supply chain, it could have a significant impact on our ability to operate and this in turn could have an adverse financial impact on the Group. There is a risk for the Group if they fail to aract, retain and develop key personnel. Our business is dependent on our highly skilled people. The high-quality technical capability and innovave nature of our people is a compeve advantage that we wish to retain and nurture. We are keenly aware of the need to aract the right people, establish them in their roles and manage their development. Failure to do so could result in loss of producvity and intellectual capital, increased recruitment costs and lower staff morale. The Group works closely with mulple business partners and affiliates to monitor performance and to set guidelines for successful operaon. To minimize talent management risk, we recruited a new VP Human Resources in 2022, who has focused on implemenng improved policies and standardized procedures around recruitment, talent management and development plans. We conduct benchmarking of remuneraon and benefits to help aract and retain our talent and have long-term incenve plans in place. We plan to formalize our strong culture and values during 2023, given the growth in employees in recent years, and expect to introduce staff feedback surveys to complement the informal feedback channels we have in place. Risk and impact Risk migaon 52 STRATEGIC REPORT: RISK MANAGEMENT
Strategy Cyber Security There is a risk that the Group could pursue an inappropriate strategy, which could have a material adverse financial impact on the Group. The Group is dependent on the Board and management’s ability to accurately align strategy to market developments and trends, and to priorize the correct allocaon of capital and Human Resources. Data management and the potenal for cyberaacks are an increasing risk for all businesses. A cyber security incident may be caused by an external aack, internal aack or user error. Such an incident may lead to the loss of commercially sensive data, a loss of data integrity within our systems or the loss of financial assets through fraud. As a result, we could suffer reputaonal damage, revenue loss and financial penales. Strategy is reviewed at least annually by the Board with robust challenge and discussion. As maers arise, ad hoc Board meengs are held and opons are debated between the Board and Senior Management. Informaon and data are provided to facilitate these conversaons and where appropriate, external input is sought. In recent years, we have enhanced our IT provision, and we leverage third party security technologies including anvirus and malware soſtware and firewalls. The Group provides regular user training and tesng through simulated aacks. Risk and impact Risk migaon 2022 AGILYX ANNUAL REPORT 53
governance
The Board has connued to strengthen our corporate governance credenals throughout 2022 by promong integrity, valuing diversity and being responsive to the views of stakeholders. As a small and fast-evolving business, there is always more that we can do. Both I and the Board recognize the value of good corporate governance to long-term sustainable business success. Board changes On October 24, 2022, we announced my appointment as the new Chair of the Board, replacing Peter Norris, who remains a member of the Board. I’d like to take the opportunity to thank Peter for the highly professional way in which he has conducted the chairmanship, as well as the hand over to me. We are grateful to have Peter remaining on the Board. With my industrial and chemical industry experience, from listed in addion to private ownership structures, I look forward to supporng Tim and the wider management to achieve our growth ambions. Since taking on the Chair role, I have endeavored to meet people from across the business and I have also begun engaging with our external stakeholders. We also announced Steen Jakobsen and Martha Crawford as new members of the Board during the year, and we are excited to welcome them to the team. Martha brings extensive execuve experience in the chemicals, engineering and consumer goods industries, while Steen brings considerable financial market experse. With these changes, we have a very capable and experienced Board to support management in driving a fast and successful development of our businesses. Our approach to corporate governance Agilyx has adopted and implemented a corporate governance regime that is aligned with the Norwegian Code of Pracce for Corporate Governance, dated 14 October 2021 (the “Corporate Governance Code”) and is commied to the principles of good corporate governance, with a governance structure consisng of a Board of Directors, Commiees and execuve management. The following three Board Commiees each have a chair: Audit, Compensaon and ESG. In addion, pursuant to the arcles of associaon, we have a Nominaon Commiee, the purpose of which is to propose nominees for elecon to the Board, its chair and suggest (in cooperaon with the Compensaon Commiee) the remuneraon for the Board and Commiee members. Chair’s introducon GOVERNANCE 2022 AGILYX ANNUAL REPORT 55
Please see page 64 for further detail. 1. Implementaon and reporng on corporate governance Compliant 2. Business Compliant 3. Equity & dividends Compliant 4. Equal treatment of shareholders Compliant 5. Shares & negoability Compliant 6. General meengs Compliant 7. Nominaon Commiee Compliant 8. Board of Directors: composion & independence Compliant 9. The work of the Board of Directors Compliant 10. Risk management and internal control Compliant 11. Remuneraon of the Board of Directors Partly compliant 12. Salary and other remuneraon for execuve personnel Compliant 13. Informaon and communicaons Compliant 14. Take-overs Compliant 15. Auditor Compliant “I am delighted to have joined Agilyx at such an excing me. We are operang in a field I believe in, where we will strive to contribute to the cause of circular economy at scale and at the same me, sasfy our stakeholders with aracve returns. I am commied to ensuring high standards of corporate governance as a means to achieve our ambious goals.” - Jan Secher, Agilyx Chair Issues covered by the Corporate Governance Code 56 GOVERNANCE: CHAIR’S INTRODUCTION
Key discussions and decisions in the year The full Board has responsibility in nominang the acvies related to the Board. During 2022, the Board held six scheduled meengs. At each scheduled meeng, the Board received updates from the CEO on the key issues affecng the business, the CFO on the performance of the business and the Commiee Chairs on maers discussed at the Commiee meengs. In addion, each year the Board approves a topic wheel that covers key focus areas for each meeng. Across the course of the year, this will include strategy and risk, alongside capital requirements for growth, Board and execuve management evaluaon, governance, budgeng and review of financial reporng materials. Key priories and discussions in 2022 included: Uplisng to the main Oslo Bors Throughout the first half of the year, the Board considered the advantages and disadvantages of pursuing an uplisng to the main Oslo Bors. Having decided pursue the uplisng, me was spent understanding the implicaons and supporng management through the process. Capital raise As a growth company operang in a new market, the Board constantly monitors the strategy of the Group. In 2022, it became apparent that the speed with which to get projects through to their final investment decision could be accelerated if Agilyx took a more direct role in the development phase and then sold the final package, as opposed to working with the customer through the process. In September 2022, addional funds were raised as part of a private placement to support the business and its strategy. Future development of Cyclyx During the year, a number of discussions were held to beer understand the future development opons for Cyclyx and how these might be achieved. The Board discussed the development of the first Cyclyx Circularity Center and how this could be funded, including an agreement with ExxonMobil and LyondellBasell to relaon thereto. Approving the 2023 budget The Board reviewed and provided construcve challenge to the 2023 budget, before approving it. Key areas of focus for 2023 are expected to be: • Future development of Cyclyx, including Cyclyx Circularity Centers • Capital requirements for growth • Board evaluaon 57
Carolyn is a chartered accountant and member of the council of the Chartered Instute 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 Internaonal U.K., Starling Bank Carolyn Clarke | Chair, Audit Commiee Jan brings deep chemical industry execuve experience and significant public company experience, having served as the CEO of Swedish specialty chemical company Perstorp Group and CEO of Clariant (SWX: CLN). Previous professional and Board experience includes: Perstorp Group, Clariant, Elekta, ABB, European Chemical Industry Council Jan Secher | Chair of the Board Ranjeet has had a long-term interest in environmental technology and policy and evaluang technology venture opportunies. Previous professional and Board experience includes: Saffron Hill Ventures, Brilliant Holdings Ltd., Faceware Technologies, Inc., Coyuchi, Optasia Medical, Image Metrics, Marrone Bio Innovaons Ranjeet Bhaa | Board Member The Board & Management Team GOVERNANCE 59
Martha has extensive execuve experience commercializing R&D as well as experse in both ESG and waste industry businesses. Previous professional and Board experience includes: Suez, Areva, L’Oreal’s Research and Innovaon Group and OECD’s Environmental Performance and Informaon Division, Macquarie Infrastructure, lecturer at Harvard Business School Martha Crawford | Chair, Compensaon Commiee Peter is Chairman of Virgin Group Holdings Limited with more than 37 years of experience in investment banking and business management. Previous professional and Board experience includes: Barings, Goldman Sachs, Quayle Munro Holdings Plc Peter Norris | Board Member Steen serves as the Chief Investment Officer of Saxo Bank, where he focuses on delivering asset allocaon strategies and analysis of the overall macroeconomic and polical landscape. Previous professional and Board experience includes: Swiss Bank Corp, Cibank, Chase Manhaan, UBS, Chrisania (now Nordea) Steen Jakobsen | Board Member An execuve with 32 years of experience in the Chemical and Plascs industry, Catherine has deep experience in strategy development, government and public affairs, sustainability, crisis management, stakeholder engagement, branding and reputaon management. Previous professional and Board experience includes: Trinseo , Dow Inc., Catherine C. Keenan LLC Catherine C. Keenan | Chair, ESG Commiee 60 GOVERNANCE: THE BOARD & MANAGEMENT TEAM
Tim has nearly 30 years of experience in the chemical industry covering plascs, elastomers and basic chemicals and has held a variety of posions in the industry. Previous professional and Board experience includes: Trinseo, Americas Styrenics, ExxonMobil, Petrochemicals Europe, Europe Petrochemical Associaon, Internaonal Council of Chemical Associaons Russ brings over 25 years of execuve finance and operaonal experience with a track record of opmizing finance, operaons, technology and profitability within highly complex global environments. Previous professional experience includes: Adobe Systems Inc., Tyco Internaonal Timothy Stedman |Chief Execuve Officer (CEO) Russell Main | Chief Financial Officer (CFO) Chris brings over 15 years of technical and organizaonal experse on the engineering, process, analycs and administrave fronts to deliver products and operang assets. Previous professional experience includes: The Mosaic Company, ClearEdge Power Chris Faulkner | Chief Technology Officer (CTO) Our Management Team 2022 AGILYX ANNUAL REPORT 61
Isabel has over 25 years of legal experse in business, corporate, commercial, and M&A law, covering plascs and chemicals, manufacturing and consumer goods. Previous professional experience includes: Trinseo, Yum! Brands, General Mills Internaonal, Freshfields, Clifford Chance Mark brings over 30 years of petrochemical industry experience in a variety of technical and business roles spanning basic chemical products to polymers and derivaves. Mark also serves as General Manager of Regenyx. Previous professional experience includes: ExxonMobil Chemical Company, Commissioned Submarine Warfare Officer in the U.S. Navy Isabel Charloe Hacker | General Counsel Mark Barranco | Senior VP of Engineering and Execuon Carsten brings more than 25 years of industrial experse, with experience developing new business models and growth strategies that moneze the plascs waste recycling streams for EMEA and APAC. Previous professional experience includes: Dow Inc. Carsten Larsen | Chief Commercial Officer (CCO) 62 GOVERNANCE: THE BOARD & MANAGEMENT TEAM
Louise joined in November 2022 and brings a wealth of strategic investor relaons and financial markets experience to Agilyx and is responsible for the organizaon’s investor relaons strategy and sustainability iniaves. Previous professional experience includes: Aggreko, Thomas Cook Group, Ci, PwC Louise Bryant | Senior VP of Investor Relaons & Sustainability Joe has more than 25 years of operaonal, financial, and strategic experience in industrial, environmental and energy innovaon and infrastructure development. Joe has been CEO of Cyclyx since its incepon in January 2021. Prior to this, Joe served as the CEO and Director of Agilyx. Previous professional and Board experience includes: Waste Management, Biogreen360, Inc. Joe Vaillancourt | CEO of Cyclyx Internaonal, LLC With over 20 years of diverse HR Leadership and hands-on HR operaons experience, Stephen possesses a strong background in developing and leading Human Resources in manufacturing, technology and other industries. Stephen joined Agilyx in August 2022. Previous professional experience includes: NeuroLogica/Samsung Medicine, Crane Currency, BE Aerospace, Waste Management/Wheelabrator Stephen Hamlet | VP of Human Resources Kate brings over 20 years of strategic communicaons experse, including crisis communicaons, media relaons, branding, message creaon, as well as speechwring and change management experience. In addion to her oversight for communicaons and government affairs at Agilyx, Kate serves on the Board of Chemical Recycling Europe (CRE). Previous professional experience includes: Trinseo, Viacom, Philip Morris Companies, Gibbs & Soell Kate Ringier | VP of Communicaon & Government Affairs 2022 AGILYX ANNUAL REPORT 63
The Board works to ensure that we have good internal The Board works to ensure that we have good internal control mechanisms and management structures in place, control mechanisms and management structures in place, believing that good corporate governance is a prerequisite for believing that good corporate governance is a prerequisite for generang shareholder value. generang shareholder value. Implementaon and reporng of corporate governance Corporate governance covers the systems, processes and controls that have been implemented to protect our shareholders and other stakeholders such as employees, suppliers, and customers. All our codes and policies, as approved by the Board of Directors or the General Meeng (as the case may be), are available on our website. Agilyx has adopted the Corporate Governance Code, and therefore, this secon of the report follows the Code of Pracce, including the comply or explain provision. Business Agilyx is a pioneer in the advanced recycling of plasc to help solve the global challenge of plasc waste. For more informaon on our business, the market and our strategy, please see the strategic report starng on page 11. The Board of Directors evaluates the Group’s strategy and risk profiles on an annual basis. Equity and dividends The Board’s authorizaons to increase share capital and to buy back shares are limited to specific purposes and are granted up to the next general meeng and no later than 30 June 2023. Authorizaon was given at the 2022 general meeng for the right to grant up to 15,506,580 shares, providing the flexibility to raise further capital to fund future growth for the business. In addion, at the same general meeng, authorizaon was also granted to purchase the Company’s own shares for the purposes of opmizing the share capital structure, as consideraon for business acquision and to sele opons. 1 2 3 Corporate Governance Report GOVERNANCE 64 GOVERNANCE: CORPORATE GOVERNANCE REPORT
Equal treatment of shareholders Agilyx has only one class of shares and each share entles the holder to one vote. All transacons in own shares are performed on the market at market price, in accordance with good stock exchange pracce in Norway. Related party transacons 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 transacons between the Company and related pares during 2022. Shares and negoability The shares of Agilyx ASA are listed on the main exchange of the Oslo Børs and are freely tradeable. 4 5 General meengs Shareholder interests are primarily exercised at the Company’s general meengs. Our aim is that as many shareholders as possible are given the opportunity to parcipate in general meengs and as such general meengs are organized so as to ensure that they represent an effecve forum for the Company’s shareholders to express their views. As outlined in our Arcles of Associaon, noce of the General Meeng is made by wrien noficaon to all shareholders with a known address. In addion, the relevant documents are made available on our website, and those shareholders who wish for documents to be mailed to them are able to request us to do so. All shareholders in the Company are entled to aend or be presented by proxy and vote at general meengs of the Company and to table draſt resoluons for items to be included on the agenda for a general meeng. Shareholders who wish to parcipate at general meengs are asked to nofy the Company at least five days before the meeng. In accordance with best pracce, votes for the appointment of Directors are cast separately for each candidate. In accordance with Norwegian law, the Board is comprised of at least 40% female directors. For further informaon please page 40. 6 2022 AGILYX ANNUAL REPORT 65
William Caesar: non-execuve director unl 12 May 2022. Preben Rasch-Olsen: non-execuve director and member of the Audit Commiee unl 12 May 2022. Tim Stedman and Joe Vaillancourt: stepped down from the Board on 12 May 2022. Other Board directors who served during 2022 On May 12, 2022, Tim Stedman, CEO, and Joe Vallaincourt, CEO Cyclyx, stepped down from the Board. As a result, the Board is now enrely comprised of non-execuve directors. Execuve/non-execuve composion of the Board Nominaon Commiee In accordance with the Corporate Governance Code , the Company has a Nominaon Commiee that was elected at the general meeng. The Commiee consists of two members: Fredrik Sneve and Tor Svelland. Both members of the Commiee are independent of the Board and the Group’s execuve management; both are shareholders in the Company. The role of the Nominaon Commiee is to provide proposals on the elecon of shareholder-elected Board members and their remuneraon, and to propose members for the Nominaon Commiee. The Nominaon Commiee charter is available on our website. 7 Board of Directors: composion and independence According to the Company’s arcles of associaon, the Company shall have a Board consisng of a minimum of two and a maximum of eight members, elected by shareholders. The Chair of the Board is elected by the general meeng based on a proposal from the Nominaon Commiee. Board members are elected for a period of two years at a me, and in order to ensure connuity on the Board, not all seats come up for elecon in the same year. At present, the Board consists of seven members, all of whom are elected by the general meeng and none of which are members of execuve management. All Board members are considered independent of the Group’s execuve management and material business partners. One of the Board members, Ranjeet Bhaa, represents our largest shareholder; shareholdings of Board members are listed in Note 15. The Board is of the opinion that it has sufficient experse and capacity to perform its dues in a sasfactory manner. 8 66 GOVERNANCE: CORPORATE GOVERNANCE REPORT
Tenure of non-execuve directors Experience of the Board Number Percentage 0-2 years 4 57% 2-5 years 1 14% 5+ years 2 29% Chemicals Waste Sustainability Finance Corporate governance Growth businesses Jan Secher X X X X Peter Norris X X X Ranjeet Bhaa X X X X Catherine Keenan X X Carolyn Clarke X X X X Martha Crawford X X Steen Jakobsen X 2022 AGILYX ANNUAL REPORT 67
Board aendance in 2022 Independence The Board reviews the independence of its Non-execuve Directors on a regular basis. We are commied to ensuring that the Board comprises a majority of independent non-execuve Directors who objecvely challenge management, balanced against the connuity on the Board. Meengs aended Percentage Jan Secher 2/2 100% Peter Norris 6/6 100% Ranjeet Bhaa 6/6 100% Carolyn Clarke 6/6 100% Catherine Keenan 5/6 83% Martha Crawford 2/2 100% Steen Jakobsen 3/4 75% Tim Stedman 2/2 100% Joe Vaillancourt 2/2 100% William Caesar 2/2 100% Preben Rasch-Olsen 2/2 100% 68 GOVERNANCE: CORPORATE GOVERNANCE REPORT
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, among other things, supervising the general and day- to-day management of the Company’s business to ensure proper organizaon, preparing plans and budgets for its acvies, ensuring that the Company’s acvies, accounts and assets management are subject to adequate controls and undertaking invesgaons necessary to perform its dues. Further informaon regarding the Board’s dues and rules of procedure is available on our website. Management is responsible for the day-to-day management of the Company’s operaons in accordance with Norwegian law and instrucons set out by the Board of Directors. Among other responsibilies, the Company’s CEO is responsible for keeping the Company’s accounts in accordance with prevailing Norwegian legislaon and regulaons and for managing the Company’s assets in a responsible manner. The Board has appointed subcommiees for Audit, Compensaon and ESG. All these Commiees are considered to be independent from management. The Board conducts an annual evaluaon of the Board and management in accordance with best pracce. 9 2022 AGILYX ANNUAL REPORT 69
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 organizaon of the Company and the development of rounes. The Board and management team are responsible for establishing and maintaining adequate internal control over financial reporng, with the process for internal control being developed by the Chief Financial Officer and his team. Disnct roles, responsibilies and dues have been established with a clear delegaon of authority matrix. In November 2021, we upgraded our ERP system, which provides enhanced embedded systemac controls, and which is aligned to the delegaon of authority; we consider this to be the most significant migaon against financial statement risk. The Audit Commiee monitors financial reporng and its related controls, including the applicaon of accounng principles and informed judgements. The management team and the Audit Commiee meet with the external auditor present to discuss issues related to financial reporng, and the external auditors review the half-year results and fully audit the full-year numbers. The process is intended to provide reasonable assurance regarding the reliability of financial reporng and the preparaon of the Group’s Financial Statements for external reporng purposes in accordance with Internaonal Financial Reporng Standards and the Norwegian Accounng Act. Further informaon on what we consider our material risks and migang acons can be found on page 49. 10 Remuneraon of the Board of Directors The Nominaon Commiee propose the remuneraon for members of the Board and this is then approved by shareholders at the general meeng. The remuneraon reflects the Board’s responsibility, experse, me, commitment and the complexity of the Company’s acvies and is not linked to Company performance. Please see Note 4 for the remuneraon details. The Corporate Governance Code also recommends that companies should not grant share opons to members of its Board. The Nominaon Commiee has decided not to follow this recommendaon. The priority has been to recruit strong non-Norwegian candidates, and the Company was not able to do this solely on a cash basis. 11 70
Salary and other remuneraon for execuve personnel Informaon and communicaons Take-overs Auditor The Company’s Board determines the principles applicable to the policy for management compensaon. The Board is directly responsible for determining the CEO’s salary and other benefits. Salary and other employment terms for management are compeve to ensure that we can aract and retain skilled leaders. Remuneraon will vary in accordance with local condions, and is based on factors such as posion, experse, experience, conduct and performance. The remuneraon policy is available on our website. The Board has appointed a Compensaon Commiee to monitor decisions on maers regarding remuneraons, terms and condions for management. The Charter of the Compensaon Commiee is available on our website. The Company publishes its financial calendar every year, highlighng the dates on which it will announce its Annual Report and half year results and hold its general meeng. All financial reports and other informaon are prepared and disclosed in such a way as to ensure that shareholders, investors and other stakeholders are able to access correct, clear, current and relevant informaon equally. Agilyx’s guidelines and pracces are in line with the Corporate Governance Code. The independent auditor is elected by the General Meeng and is responsible for auding the Group accounts. The independent auditor aends the meengs of the Audit Commiee and presents a plan for each year’s audit. The independent auditor also meets with the Board of Directors at least once each year without the presence of Agilyx senior management. 12 13 14 15 72 GOVERNANCE: CORPORATE GOVERNANCE REPORT
Purpose and responsibilies: • The purpose of the Audit Commiee is to assist the Board of the Company with oversight of the integrity of the accounng and financial reporng 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 consideraon of the process for monitoring compliance with laws and regulaons and the code of conduct. • The Audit Commiee is empowered to study or invesgate any maer of concern that it deems appropriate. This Commiee shall have the authority to retain outside legal, accounng or other advisers for this or any other purpose, including the authority to approve the fees payable to these advisers and any other terms of retenon. The Company’s Audit Commiee consists of three directors: The Company’s Audit Commiee consists of three directors: Carolyn Clarke (chair), Ranjeet Bhaa and Steen Jakobson. Carolyn Clarke (chair), Ranjeet Bhaa and Steen Jakobson. “The role of the Audit Commiee is to ensure the integrity of the Group’s financial reporng and provide oversight of our systems for internal control and risk management.” – Carolyn Clarke, Audit Commiee Chair Audit Commiee aendance in 2022 Note: Steen Jakobsen was unable to aend the 2022 Audit Commiees due to prior commitments made before joining the Board. Meengs aended Percentage Carolyn Clarke 5/5 100% Ranjeet Bhaa 4/5 80% Steen Jakobsen 0/2 0% Jan Secher 1/1 100% Preben Rasch-Olsen 2/2 100% Audit Commiee report GOVERNANCE 2022 AGILYX ANNUAL REPORT 73
Purpose and responsibilies: • The purpose of the Environmental, Social and Governance (ESG) Commiee is to assist the Board of Directors in fulfilling its responsibilies for establishing, implemenng and execung its ESG policy and programs, including Safety, Environmental, Sustainability and Corporate Responsibility programs. The Company’s ESG Commiee consists of Catherine Keenan The Company’s ESG Commiee consists of Catherine Keenan (Chair), Ranjeet Bhaa and Carolyn Clarke. (Chair), Ranjeet Bhaa and Carolyn Clarke. “Our primary focus is on the Group’s policy and programs, including Safety, Environmental, Sustainability and Corporate Responsibility programs to ensure sustainable performance. We are evaluang trends affecng the Group, ESG progress and public reporng at least annually.” – Catherine Keenan, ESG Commiee Chair ESG Commiee aendance in 2022 Meengs aended Percentage Catherine Keenan 5/5 100% Carolyn Clarke 5/5 100% Ranjeet Bhaa 4/5 80% ESG Commiee report GOVERNANCE 74 GOVERNANCE: ESG COMMITTEE REPORT
The Compensaon Commiee consists of four directors: The Compensaon Commiee consists of four directors: Martha Crawford (chair), Carolyn Clarke, Catherine Keenan Martha Crawford (chair), Carolyn Clarke, Catherine Keenan and Peter Norris. and Peter Norris. Purpose and responsibilies • The Compensaon Commiee’s main dues are to assist the Board of the Company to carry out the responsibilies delegated by the Board relang to the review and determinaon of execuve compensaon, including establishing, implemenng and execung the Company’s compensaon policy and programs for the members of the Board and the Management. The Commiee also reviews and endorses recommendaons made by Management regarding the remuneraon framework for the Company and the Group members. • The Group’s remuneraon report, in line with secon 6-16a of the Public Limited Companies Act, is separately available on our website. “We work to determine appropriate remuneraon for Management and the Board.” – Martha Crawford, Compensaon Commiee Chair Compensaon Commiee aendance in 2022 Meengs aended Percentage Catherine Keenan 3/3 100% Peter Norris 3/3 100% Carolyn Clarke 3/3 100% Martha Crawford 1/1 100% Steen Jakobsen 1/1 100% Compensaon Commiee report GOVERNANCE 2022 AGILYX ANNUAL REPORT 75
2022 performance
Audit report 2022 PERFORMANCE RSM Norge AS Ruseløkkveien 30, 0251Oslo Pb 1312 Vika, 0112 Oslo Org.nr: 982 316 588 MVA T +47 23 1142 00 F +47 23 1142 01 www.rsmnorge.no To the General Meeting of Agilyx ASA Independent Auditor’s Report Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Agilyx ASA showing a loss of USD 787,412 in the financial statements of the parent company and a loss of USD 23,384,654 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 2022, 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 a summary of significant accounting policies, and the consolidated financial statements of Agilyx ASA and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2022, 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 a summary of significant accounting policies. 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 2022, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting 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 2022, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU. 2022 AGILYX ANNUAL REPORT 77
THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Norge AS is a member of t he RSM net work and t rades as RSM. RSM is t he t rading name used by t he members of t he RSM net work. Each member of t he RSM net work is an independent accounting and consulting firm which practices in it s ow n right . The RSM network is not it self a separat e legal entit y in any jurisdict ion. R RS SM M N No or r g ge e A AS S e er r m me ed dl le em m a av v / is a member of Den norske Revisorforening. 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. Independent Auditor’s Report 2022 for Agilyx ASA We have been the auditor of the Company for 4 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. We have determined that there are no key audit matters to communicate in our report. Other Information 78 2022 PERFORMANCE: AUDIT REPORT
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. Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate Governance and Corporate Social Responsibility. 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 International Financial Reporting 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 2022 AGILYX ANNUAL REPORT 79
Independent Auditor’s Report 2022 for Agilyx ASA Report on Other Legal and Regulatory Requirements Report on Compliance with Requirement on European Single Electronic Format (ESEF) Opinion 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 "5493000E25PBC2PXV881-2022-12-31-en", have been prepared, in all material respects, in compliance 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. Management’s Responsibilities 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. Auditor’s Responsibilities For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger Oslo, 24 April 2023 RSM Norge AS Lars Løyning State Authorised Public Accountant 80 2022 PERFORMANCE: AUDIT REPORT
Directors Responsibility Statement The Board of Directors and the Chief Execuve Officer have reviewed and approved the Board of Director’s Report, which incorporates the strategic and governance reports, and the consolidated and separate annual financial statements for Agilyx ASA as of 31 December 2022 (Annual Report 2022). The consolidated financial statements have been prepared in accordance with IFRS and IFRIC as adopted by the EU and applicable addional disclosure requirements in the Norwegian Accounng Act. To the best of our knowledge: • The consolidated and separate annual financial statements for 2022 have been prepared in accordance with applicable financial reporng standards; • The consolidated and separate annual financial statements give a true and fair view of the assets, liabilies, financial posion and profit as a whole as of 31 December 2022 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 posion of the Group and the Company; • The Board of Directors’ report includes a fair review of the principal risks and uncertaines the Group and the Company face. The Board of Directors Oslo, Norway 24 April 2023 Catherine Keenan Steen Jakobsen Peter Norris Jan Secher Chair of the Board Ranjeet Bhaa Carolyn Clarke Martha Crawford 2022 AGILYX ANNUAL REPORT 81
Financial Statements 2022 PERFORMANCE Agilyx ASA Parent and Consolidated Income statement For the Period Ended December 31 (Amounts in USD) Parent Group 2021 2022 Note Operang revenue and operang expenses 2021 2022 - - 2 Revenues 4,889,227 16,457,319 - - 3 Cost of revenues 4,825,819 15,884,357 - - Gross margin 63,408 572,962 - - Research costs 2,252,214 3,528,553 - - Sales and markeng 1,097,922 1,831,796 792,270 1,941,294 General and administrave 13,172,488 17,095,874 792,270 1,941,294 3 & 4 Total operang expenses 16,522,624 22,456,223 (792,270) (1,941,294) Operang loss (16,459,216) (21,883,261) Financial income and financial expenses - - 9 Impairment of investment in associate (948,272) (2,539,270) 1,331,559 1,267,458 14 Fair value gain on financial instruments 1,331,559 1,267,458 - - Interest expense (199,635) (104,277) 7,354 45,866 Other financial income 799,999 48,749 (23,111) (159,442) Other financial expense (92,158) (174,053) 1,315,802 1,153,882 Net financial items 891,493 (1,501,393) 523,532 (787,412) Profit (loss) before tax (15,567,723) (23,384,654) - - Income tax expense - - 523,532 (787,412) Profit (loss) for the period (15,567,723) (23,384,654) - - Other comprehensive profit (loss) for the period - (101,111) 523,532 (787,412) Total comprehensive profit (loss) for the period (15,567,723) (23,485,765) Loss for the period aributable to: Equity holders of the parent (14,609,256) (22,008,657) Non-controlling interest (958,467) (1,375,997) (15,567,723) (23,384,654) Total comprehensive profit (loss) for the period aributable to: Equity holders of the parent (14,609,256) (22,109,768) Non-controlling interest (958,467) (1,375,997) (15,567,723) (23,485,765) 22 Earnings per share, basic (0.19) (0.28) 22 Earnings per share, diluted (0.19) (0.28) 82 2022 PERFORMANCE: FINANCIAL STATEMENTS
Agilyx ASA Parent and Consolidated Balance Sheet As of December 31 (Amounts in USD) ASSETS Parent Group 2021 2022 Note Non-current assets 2021 2022 - - 6 Intangible assets 4,398,430 4,002,430 - - 7 Property, plant and equipment 835,117 1,619,988 - - 8 Right of use asset 974,460 708,848 31,484,467 52,197,722 17 Shares in subsidiaries - - - - Other non-current assets 35,802 89,624 31,484,467 52,197,722 Total non-current assets 6,243,809 6,420,890 Current assets - - 10 Accounts receivable 1,669,890 2,443,453 - - 22 Inventory 157,770 1,687,126 6,939 6,939 Prepaid expenses and other current assets 368,125 367,873 11,307,524 5,007,823 Cash and cash equivalents 19,570,154 13,671,319 11,314,463 5,014,762 Total current assets 21,765,939 18,169,771 42,798,930 57,212,484 Total assets 28,009,748 24,590,661 2022 AGILYX ANNUAL REPORT 83
Agilyx ASA Parent and Consolidated Balance Sheet (cont.) As of December 31 (Amounts in USD) LIABILITIES AND STOCKHOLDERS’ EQUITY Parent Group 2021 2022 Note 2021 2022 Equity 86,222 143,040 16 Share capital 86,222 143,040 40,493,564 53,854,378 Share premium 40,493,564 53,854,378 7,042,680 8,591,495 Addional paid-in capital 7,042,680 8,591,495 47,622,466 62,588,913 Total paid-in equity 47,622,466 62,588,913 (13,501,041) (14,288,453) Uncovered loss (34,116,177) (56,124,834) - - Foreign currency translaon - (101,111) - - Non-controlling interest 1,041,533 696,640 34,121,425 48,300,460 Total equity 14,547,822 7,059,608 LIABILITIES Parent Group 2021 2022 Note Non-current liabilies 2021 2022 - - 8 Long-term lease liability 745,439 465,435 7,570,647 6,303,189 14 Warrant liability 7,570,647 6,303,189 7,570,647 6,303,189 Total non-current Liabilies 8,316,086 6,768,624 Current liabilies - 424 12 Accounts payable 1,447,148 2,640,756 84,438 93,063 13 Accrued expenses and other current liabilies 801,415 1,909,543 1,022,420 2,515,348 17 Payables to group companies - - - - 20 Contract liability 1,376,452 5,945,535 - - 8 Current poron lease liability 248,972 266,595 - - 19 Current poron of notes payable 1,271,853 - 1,106,858 2,608,835 Total current liabilies 5,145,840 10,762,429 8,677,505 8,912,024 Total Liabilies 13,461,926 17,531,053 42,798,930 57,212,484 Total liabilies and stockholders equity 28,009,748 24,590,661 Oslo, Norway | 24 April 2023 Catherine Keenan Peter Norris Steen Jakobsen Ranjeet Bhaa Carolyn Clarke Jan Secher Chair of the Board Martha Crawford 84 2022 PERFORMANCE: FINANCIAL STATEMENTS
Agilyx ASA Parent and Consolidated Statements of Cash Flows For the Period Ended December 31 (Amounts in USD) Parent Group 2021 2022 Notes 2021 2022 523,532 (787,412) Profit (loss) for the period (15,567,723) (23,384,654) - - 6, 7 Depreciaon and amorzaon 254,850 545,243 - - 8 Amorzaon on ROU assets 251,018 265,612 - - Loss on lease modificaon/terminaon (480) - - - 9 Result from investment in Regenyx 948,272 2,539,270 - - Stock based compensaon 1,739,995 1,548,815 - - Government PPP loan forgiveness (769,400) - (1,331,559) (1,267,458) 14 Fair value gain on financial instruments (1,331,559) (1,267,458) - - Interest expense 69,342 35,666 Changes In: - - 10 Accounts receivable (1,660,826) (773,563) - - 11 Inventory (157,770) (1,529,356) 675,476 1,501,733 12, 13 Accounts payable and accrued liabilies 1,111,022 2,301,736 - - 20 Contract liability (520,396) 4,569,083 (6,939) - Prepaid expenses and other assets (360,730) 252 - - Other ming differences 321,580 (108,361) (139,490) (553,137) Net cash from operaons (15,672,805) (15,257,715) (18,000,000) (19,164,440) Cash contribuon from parent to subsidiaries - - - - Regenyx investment funding (1,978,272) (2,539,270) - - 7 Purchases of property and equipment (640,225) (934,114) (18,000,000) (19,164,440) Net cash from investments (2,618,497) (3,473,384) 725,393 14,418,939 Proceeds from capital increases 725,393 14,418,939 - (1,001,063) Costs related to capital increases - (1,001,063) - - Proceeds from Cyclyx member contribuons - 1,000,000 - - 8 Principal paid on lease liabilies (242,480) (262,381) - - 8 Interest paid on lease liabilies (69,342) (69,441) - - 19 Interest paid on notes payable - (414,104) - - 19 Principal paid on notes payable (1,451,043) (839,686) 725,393 13,417,876 Net cash from financing (1,037,472) 12,832,264 (17,414,097) (6,299,701) Net increase (decrease) in cash and cash equivalents (19,328,774) (5,898,835) 28,721,621 11,307,524 Cash and cash equivalents at beginning of the period 38,898,928 19,570,154 11,307,524 5,007,823 Cash and cash equivalents at end of the period 19,570,154 13,671,319 2022 AGILYX ANNUAL REPORT 85
Consolidated Statement of Changes in Equity Group Share capital Share premium Addional paid-in capital Uncovered loss Foreign Currency Translaon Total aributable to equity holders of the parent Non- controlling interest Total Balance, January 1, 2021 83,365 39,771,028 2,937,059 (19,506,921) - 23,284,531 2,000,000 25,284,531 Proceeds from exercise of stock opons and warrants 2,857 722,536 2,365,626 - - 3,091,019 - 3,091,019 Equity seled share based payment - - 1,739,995 - - 1,739,995 - 1,739,995 Total comprehensive loss for the period - - - (14,609,256) - (14,609,256) (958,467) (15,567,723) Balance, December 31, 2021 86,222 40,493,564 7,042,680 (34,116,177) - 13,506,289 1,041,533 14,547,822 Proceeds from private placement, net 11,924 13,274,592 - - - 13,286,516 - 13,286,516 Proceeds from exercise of stock opons and warrants 771 130,345 - - - 131,116 - 131,116 Par value increase (from NOK 0.01 to NOK 0.02) 44,123 (44,123) - - - - - - Payment made from non-controlling interest in Cyclyx Int. LLC - - - - - - 1,031,104 1,031,104 Equity seled share based payment - - 1,548,815 - - 1,548,815 - 1,548,815 Other comprehensive loss - - - - (101,111) (101,111) - (101,111) Net result for the year - - - (22,008,657) - (22,008,657) (1,375,997) (23,384,654) Balance, December 31, 2022 143,040 53,854,378 8,591,495 (56,124,834) (101,111) 6,362,968 696,640 7,059,608 Parent Share capital Share premium Addional paid-in capital Uncovered loss Total Balance, January 1, 2021 83,365 39,771,028 2,937,059 (14,024,573) 28,766,879 Proceeds from exercise of stock opons and warrants 2,857 722,536 2,365,626 - 3,091,019 Equity seled share based payment - - 1,739,995 - 1,739,995 Net result for the year - - - 523,532 523,532 Balance, December 31, 2021 86,222 40,493,564 7,042,680 (13,501,041) 34,121,425 Proceeds from private placement, net 11,924 13,274,592 - - 13,286,516 Proceeds from exercise of stock opons and warrants 771 130,345 - - 131,116 Par value increase (from NOK 0.01 to NOK 0.02) 44,123 (44,123) - - - Equity seled share based payment - - 1,548,815 - 1,548,815 Net result for the year - - - (787,412) (787,412) Balance, December 31, 2022 143,040 53,854,378 8,591,495 (14,288,453) 48,300,460 86 2022 PERFORMANCE: FINANCIAL STATEMENTS
Note 1: Accounng Policies Agilyx ASA is a Norwegian company, located in Oslo, Norway and the parent and ulmate parent company in the Agilyx Group. The Agilyx Group headquarters are located in Portsmouth, New Hampshire and Tigard, Oregon (U.S.) with satellite offices located in Switzerland and Denmark. 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 discreet 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 Internaonal Financial Reporng Standards and Internaonal Accounng Standards and Interpretaons as approved by the European Union (collecvely IFRSs). The U.S. Dollar is the presentaon currency of the Agilyx Group. All foreign operaons use U.S. Dollar 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. The financial statements of Agilyx ASA, for the fiscal year 2022, were approved in the board meeng at 24.04.2023. Principles of Consolidaon The consolidated financial statements include the accounts of Agilyx ASA and its subsidiaries Agilyx Corporaon, Agilyx GmbH, Agilyx ApS and Cyclyx Internaonal, LLC. The cost price of shares and partnership units are eliminated against the equity in the underlying companies. Agilyx Corporaon holds 50% interest in Regenyx LLP, which has been accounted for under the equity method. 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, the Agilyx Group controls an investee if, and only if, it has: • Power over the investee (i.e., exisng rights that give it the current ability to direct the relevant acvies 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 • The Agilyx Group’s vong rights and potenal vong 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. All intra-group assets and liabilies, equity, income, expenses and cash flows relang to transacons between members of the Group are eliminated in full on consolidaon. Notes to account 2022 PERFORMANCE 2022 AGILYX ANNUAL REPORT 87
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 2: 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 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 judgment 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 transacon 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. Allocang amounts to performance obligaons For sales contracts there is a fixed unit price for each product sold. Therefore, there is no judgment 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 intenon 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. 88 2022 PERFORMANCE: NOTES TO ACCOUNT
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 taxaon 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 inial recognion of goodwill • The inial recognion of an asset or liability in a transacon which is not a business combinaon and at the me of the transacon affects neither accounng or taxable profit, and • Investments in subsidiaries and joint arrangements where Agilyx Group is able to control the ming 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 enes which intend either to sele current tax assets and liabilies on a net basis, or to realize the assets and sele the liabilies simultaneously, in each future period in which significant amounts of deferred tax assets or liabilies are expected to be seled or recovered. Stock-based Compensaon 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 Translaon 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. Classificaon of Assets and Liabilies 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 2022 AGILYX ANNUAL REPORT 89
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 and cash and cash equivalents in the consolidated balance sheet. Financial liabilies 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 liabilies - measured at amorzed cost Other financial liabilies include notes 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. 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. Investment in Regenyx Where Agilyx Group has the power to parcipate in (but not control) the financial and operang policy decisions of another enty, it is classified as an equity method investment. This is the case with the investment in Regenyx (see note 9). Regenyx was inially recognized in the consolidated balance sheet at cost. Subsequently Regenyx is accounted for using the equity method, where Agilyx Group’s share of post-acquision profits and losses and other comprehensive income is recognized in the consolidated statement of profit and loss. See notes below and in note 9 related to the impairment loss recognized in relaon to this investment. Profits and losses arising on transacons between Agilyx Group and Regenyx are recognized only to the extent of unrelated investors’ interests in Regenyx. The investor’s share in Regenyx’s profits and losses resulng from these transacons is eliminated against the carrying value of the associate. In the income statement the profit or loss is shown in financial income. Subsidiaries Investments in subsidiaries are valued at cost in the Company accounts. 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. 90 2022 PERFORMANCE: NOTES TO ACCOUNT
Leases Idenfying 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: 1. There is an idenfied asset; 2. Agilyx Group obtains substanally all the economic benefits from use of the asset; and 3. 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. Inial 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 duraon 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 opon granted in favor of the Group if it is reasonable certain to assess that opon; • any penales payable for terminang the lease, if the term of the lease has been esmated on the basis of terminaon opon 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: • lease payments made at or before commencement of the lease; • inial 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. 2022 AGILYX ANNUAL REPORT 91
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. 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 Subscripon Rights - Derivave Liability Agilyx Corporaon 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. Government Grants Government grants are recognized where there is reasonable assurance that the grant will be received and all aached condions will be complied with. When the grant relates to an expense item, it is recognized as income on a systemac basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. See COVID-19 Pandemic secon below for addional informaon related to the Government PPP loan which was forgiven during 2021. Cash Flow The cash flow statement is prepared according to the indirect method. 92 2022 PERFORMANCE: NOTES TO ACCOUNT
Crical Accounng Esmates and Judgments The preparaon of audited consolidated financial statements in conformity with IFRS requires management to make certain esmates and judgments that affect the reported amounts of assets and liabilies at the date of the audited consolidated financial statements and the reported amounts of revenue and expenses during the reporng period. Esmates and judgments 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. Significant esmates and judgments are applied in the following areas: • Esmang the amounts due for the inial funding period provision related to the Regenyx investment (note 9) • Assumpons and esmates related to the impairment of the investment in Regenyx, including future cash flows (note 9) • Recording accounts receivable, and consideraon of any potenal 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 2) • Stock-based compensaon expense (note 15) • Warrant and stock subscripon rights, valuaon assumpons (note 14) • 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 also accounng policy above and note 8) 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 acve markets for idencal 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 Interpretaons and Amendments Adopted January 1, 2022 Of the new standards that were effecve for the first me for periods beginning on or aſter January 1, 2022 (primarily amendments to IAS 37 for Onerous contracts and amendments to IAS 16, IAS 41, IFRS 1, IFRS 3, IFRS 9 and IFRS 16), none of these had a specific impact on the results of the Agilyx Group. 2022 AGILYX ANNUAL REPORT 93
New Standards Interpretaons And Amendments Not Yet Effecve 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 the Group has decided not to adopt early. The following amendments are effecve for the period beginning 1 January 2023: • Disclosure of Accounng Policies (Amendments to IAS 1 and IFRS Pracce Statement 2); • Definion of Accounng Esmates (Amendments to IAS 8); and • Deferred Tax Related to Assets and Liabilies arising from a Single Transacon (Amendments to IAS 12). The following amendments are effecve for the period beginning 1 January 2024: • IFRS 16 Leases (Amendment – Liability in a Sale and Leaseback) • IAS 1 Presentaon of Financial Statements (Amendment – Classificaon of Liabilies as Current or Non-current) • IAS 1 Presentaon of Financial Statements (Amendment – Non-current Liabilies with Covenants) Agilyx Group is currently assessing the impact of these new accounng standards and amendments, but does not expect any a material impact at this stage. COVID-19 Pandemic On January 30, 2020, the World Health Organizaon (WHO) announced a global health emergency because of a new strain of coronavirus originang in Wuhan, China (the COVID-19 outbreak) and the risks to the internaonal community as the virus spread globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak on the economy and the Company’s operaons is fluid and constantly evolving. Management is acvely monitoring the global situaon and its impact on the Agilyx Group financial condion, liquidity, operaons, suppliers, customers, industry, and workforce. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The CARES Act, among other things, included provisions relang to refundable payroll tax credits, deferment of employer side social security payments, net operang loss carryback periods, alternave minimum tax credit refunds, modificaons to the net interest deducon limitaons, increased limitaons on qualified charitable contribuons, and technical correcons to tax depreciaon methods for qualified improvement property. The CARES Act also appropriated funds for the Small Business Administraon’s (SBA) Paycheck Protecon Program loans (PPP loan), which are forgivable in certain situaons to promote connued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. “On April 20, 2020, Agilyx Corporaon obtained a $779,400 PPP loan through Comerica Bank. The applicaon for these funds required Agilyx Corporaon to, in good faith, cerfy that the current economic uncertainty made the loan request necessary to support the ongoing operaons of Agilyx Corporaon. This cerficaon further required Agilyx Corporaon to take into account current business acvity at the me and its ability to access other sources of liquidity sufficient to support ongoing operaons in a manner that was not significantly detrimental to the business. As permied Under the terms of the CARES Act, the Agilyx Corporaon applied for forgiveness recipients of loans under the Paycheck Protecon Program and was granted forgiveness of the loan under noce of forgiveness on May 31, 2021. The receipt of these funds, and the forgiveness of the loan aendant to these funds, was dependent on Agilyx Corporaon having inially qualified for the loan and qualifying for the forgiveness of such loan. Such forgiveness was determined, subject to limitaons, based on the use of loan proceeds for payment of payroll costs and certain other eligible costs. While outstanding the PPP loan has a two-year term and bore interest at a rate of 1.00% per annum. Monthly principal and interest payments under the PPP loan were originally deferred for six months. The Paycheck Protecon Flexibility Act of 2020 extended the deferral period for loan payments to either (a) the date that the Small Business Administraon remied the borrower’s loan forgiveness amount to the lender or (b) if the borrower did not apply for loan forgiveness, ten months aſter the end of the borrower’s loan forgiveness covered period. Agilyx Corporaon did not have to make any repayments as a result of this Act. “ 94 2022 PERFORMANCE: NOTES TO ACCOUNT
Note 3 OPERATING EXPENSES BY NATURE Agilyx presents the operang expenses by funcon in the profit and loss statement. Below is the total operang expenses presented by nature. The parent company’s operang expenses included fees related to it’s funcon as parent. OPERATING EXPENSES CLASSIFIED BY NATURE Group Parent 2021 2022 2021 2022 Raw materials and consumables 1,577,866 5,581,029 - - Salaries and related costs (note 4) 10,647,373 15,447,117 408,346 200,845 Depreciaon and amorzaon 505,867 810,855 - - Professional fees 5,900,404 12,433,180 383,924 1,740,449 Insurance 482,033 514,781 - - Office expenses 835,401 1,191,869 - - Travel 298,961 561,109 - - Other operang expenses 1,100,538 1,800,640 - - Total expenses 21,348,443 38,340,580 792,270 1,941,294 Note 2 GEOGRAPHICAL DISTRIBUTION OF REVENUES Group 2021 2022 Europe 428,689 250,899 U.S. 3,894,758 9,511,791 APAC 463,826 6,694,629 Other 101,954 - Total sales by customers locaon 4,889,227 16,457,319 PRODUCT CATEGORY Group 2021 2022 Project development 2,786,855 609,695 License, membership and royalty fees 131,458 450,525 Sale of goods 1,970,914 15,397,099 Total sales by category 4,889,227 16,457,319 No sales was recognized in the parent company Agilyx ASA in 2021 and 2022. 2022 AGILYX ANNUAL REPORT 95
Note 4 SALARY AND SOCIAL COSTS Group Parent 2021 2022 2021 2022 Salaries 8,191,615 11,289,076 339,532 172,530 Social security and payroll tax costs (463,210) 972,623 50,230 22,315 Share-based compensaon (note 15) 1,739,995 1,548,815 - - Pension costs 136,681 171,875 18,584 6,000 Benefits and other expenses 1,042,292 1,464,728 - - Total salaries 10,647,373 15,447,117 408,346 200,845 Number of average full me employees 81 107 2 1 Agilyx ASA is required to provide an occupaonal pension scheme pursuant to the Act relang to Mandatory Occupaonal 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 are defined as contribuon plans. Agilyx has no pension arrangements in any of its other enes. This is in line with the corresponding local legislaon of its operaons. SENIOR OFFICERS AND MEMBERS OF THE EXECUTIVE BOARD REMUNERATION - 2022 Salary Other benefits Share-based compensaon Total Timothy Stedman, Group CEO 433,177 231,410 211,066 875,653 Chris Faulkner, CTO 236,900 58,840 68,314 364,054 Russell Main, CFO 257,500 62,277 38,828 358,605 Mark Barranco, SVP Engineering & Educaon 262,649 57,328 119,274 439,251 Joe Vaillancourt, Cyclyx CEO 360,500 310,882 - 671,382 Louise Byrant, SVP Investor Relaons 55,785 40,400 10,097 106,282 Isabel Charloe Hacker, General Council 324,883 103,369 124,488 552,740 Carsten Larsen, CCO 268,152 29,497 268,817 566,466 Stephen Hamlet, VP Human Resources 78,269 8,065 11,682 98,016 Kate Ringier, VP Communicaons & Government Affairs 211,932 56,374 77,703 346,009 4,378,458 The CEO received his salary from Agilyx GmbH, Switzerland. The CEO has a severance agreement whereby he will receive 100% pay for 6 months for terminaon by the Company without cause. SENIOR OFFICERS AND MEMBERS OF THE EXECUTIVE BOARD REMUNERATION - 2021 Salary Other benefits Share-based compensaon Total Timothy Stedman, CEO 405,225 156,534 511,701 1,073,460 Chris Faulkner, CTO 230,000 62,607 34,942 327,549 Russell Main, CFO 250,000 69,557 7,681 327,238 Mark Barranco, SVP Engineering & Educaon 255,000 10,681 144,774 410,455 Joe Vaillancourt, Cyclyx CEO 350,000 24,103 - 374,103 Kate Ringier, VP Communicaons & Government Affairs 207,621 39,257 152,767 399,645 2,912,450 The CEO received his salary from Agilyx GmbH, Switzerland. 96 2022 PERFORMANCE: NOTES TO ACCOUNT
Note 5: Segment informaon Agilyx has two main segments: 1. 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. 2. Cyclyx- is focused on geng the right feed for the conversion technology that a given customer is using. The aim is to do this while maximizing availability and lowering cost. The Cyclyx approach is an industry-wide answer, serving the enre market regardless of which conversion technology a company is using. Factors that management used to idenfy 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 enes (see also note 17), that offer differing products and services. • They are managed separately and each have their own Chief Execuve Officer and board of directors. • They are managed separately because each business requires different technology and markeng strategies. • Both prepare discrete financial informaon for the board and Chief Operang Decision Makers (CODM) to use in making decisions about resource allocaon and assess performance. • The Chief Operang Decision Maker of the consolidated Agilyx Group, is the Chief Execuve Officer, Tim Stedman. He is on the board of both segments and therefore reviews the results of the operang segments and uses that informaon to make decisions which affect the resources allocated to each segment individually, as well as on a consolidated basis. Measurement of operang segment profit or loss, assets and liabilies Segmental performance is measured in accordance with IFRS. 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. Inter-segment sales and balances are eliminated from the table below, which have a combined impact of improving 2022 income by $881,812 (improving 2021 income by $514,752). No tax benefit is derived from these transacons as all pares reside in the same tax jurisdicon. 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. REMUNERATION TO AUDITOR Group Parent 2021 2022 2021 2022 Audit fees 88,685 168,794 30,935 85,294 Confirmaon services 4,957 6,272 4,957 6,272 Tax services 3,206 6,856 3,206 6,856 Other non-audit services 15,442 11,751 15,442 11,751 Total fees 112,290 193,673 54,540 110,173 Audit fees to the parent auditor include VAT. 2022 AGILYX ANNUAL REPORT 97
PROFIT AND LOSS 2021 2022 Cyclyx Agilyx Total Cyclyx Agilyx Total Revenues from external customers 1,949,874 2,939,353 4,889,227 9,232,771 7,224,548 16,457,319 Depreciaon and amorzaon 13,349 492,518 505,867 43,335 767,520 810,855 Segment loss (4,398,621) (12,060,595) (16,459,216) (4,692,176) (17,191,085) (21,883,261) Result from investment in Regenyx (948,272) (2,539,270) Fair value gain on warrant agreements 1,331,559 1,267,458 Interest expense (199,635) (104,277) Other financial income (expense), net 707,841 (125,304) Non-controlling interest 958,467 1,375,997 Group net loss (14,609,256) (22,008,657) BALANCE SHEET 2021 2022 Cyclyx Agilyx Total Cyclyx Agilyx Total Non-current asset addions 405,458 535,042 940,500 201,500 732,614 934,114 Reportable segment assets 6,707,612 21,302,136 28,009,748 9,614,712 14,975,949 24,590,661 Total group assets 28,009,748 24,590,661 Reportable segment liabilies 2,980,993 1,638,433 4,619,426 6,016,341 5,211,523 11,227,864 Loans and borrowings (excluding leases) 1,271,853 - Derivave financial liabilies 7,570,647 6,303,189 Total group liabilies 13,461,926 17,531,053 CASH FLOW 2021 2022 Cyclyx Agilyx Total Cyclyx Agilyx Total Net cash from operaons (2,163,709) (13,509,096) (15,672,805) (4,233,146) (11,024,569) (15,257,715) Net cash from investments (280,458) (2,338,039 (2,618,497) - (3,473,384) (3,473,384) Net cash from financing - (1,037,472) (1,037,472) (1,000,000) 13,832,264 12,832,264 Revenue by geography - Revenue by geography is included in Note 2. 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 2022 or 2021: 2021 2022 Segment Customer A 1,767,950 8,792,620 Cyclyx Customer B 1,309,374 6,604,479 Agilyx Customer C 568,795 144,331 Agilyx Customer D 456,673 139,880 Agilyx 98 2022 PERFORMANCE: NOTES TO ACCOUNT
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 amorzed on a straight-line basis over the esmated life of the technology through December 2039. Amorzaon expense under the license agreement totaled $178,750 for the years ended 2021 and 2022. In December 2019, the Company entered into a Technology Transfer and License Agreement with another vendor to develop customized arficial intelligence models (“AI Models”) and products relang to feedstock management and operang assets opmizaon. Licenses for the models have been granted for 15 years with the first 4 years of exclusivity. Amorzaon of the contract will start when the deliveries under the contract is completed and in service. Amorzaon expense under the license agreement totaled $217,250 for the year ended 2022. Note 6 Intangible assets include the following contracts Licensed technology Exclusivity license Total (i) Cost Balance at January 1, 2021 3,575,000 1,188,378 4,763,378 Addions - - - Balance at December 31, 2021 3,575,000 1,188,378 4,763,378 Addions - - - Balance at December 31, 2022 3,575,000 1,188,378 4,763,378 (ii) Accumulated amorzaon Balance at January 1, 2021 186,198 - 186,198 Amorzaon charge 178,750 - 178,750 Balance at December 31, 2021 364,948 - 364,948 Amorzaon charge 178,750 217,250 396,000 Balance at December 31, 2022 543,698 217,250 760,948 (iii) Net book value Balance at December 31, 2021 3,210,052 1,188,378 4,398,430 Balance at December 31, 2022 3,031,302 971,128 4,002,430 Economic life 20 4 2022 AGILYX ANNUAL REPORT 99
Machinery and equipment include computers, furniture, fixtures and other equipment. Leasehold improvements relates to the lease of facilies in the U.S. which expires in 2029. All tangible assets are depreciated on a straight line basis over the expected useful life. Note 7 Property, plant and equipment Leasehold improvements Machinery and equipment Total Costs At cost January 1, 2021 227,488 427,853 655,341 Addions 488,381 151,843 640,224 At cost December 31, 2021 715,869 579,696 1,295,565 Addions 386,473 547,641 934,114 At cost December 31, 2022 1,102,342 1,127,337 2,229,679 Depreciaon Accumulated depreciaon January 1, 2021 218,001 166,348 384,349 Depreciaon for the year 4,002 72,097 76,099 Accumulated depreciaon December 31, 2021 222,003 238,445 460,448 Depreciaon for the year 27,317 121,926 149,243 Accumulated depreciaon December 31, 2022 249,320 360,371 609,691 Net book value December 31, 2021 493,866 341,251 835,117 Net book value December 31, 2022 853,022 766,966 1,619,988 Economic life Contract period 3-20 years 100 2022 PERFORMANCE: NOTES TO ACCOUNT
Note 8 RIGHT OF USE ASSETS AND LEASE LIABILITIES Agilyx Group has four leases that are in the scope of IFRS 16: three property leases and one lease of computer equipment. None of these contracts have variable lease payments. One property contract includes an extension opon, which Agilyx Group management are reasonably certain will be exercised , due to significant investment in the property, the extension period has therefore been included in the lease term. Right of use assets Property Equipment Total At January 1, 2021 852,044 78,296 930,340 Addions 300,276 - 300,276 Amorzaon (234,224) (16,794) (251,018) Disposal/terminaon of old lease (5,138) - (5,138) At December 31, 2021 912,958 61,502 974,460 Addions - - - Amorzaon (248,529) (17,083) (265,612) Disposal/terminaon of old lease - - - At December 31, 2022 664,429 44,419 708,848 Lease liability Lease liabilies at January 1, 2021 871,939 70,294 942,233 Addions 300,276 - 300,276 Lease payments (292,033) (19,789) (311,822) Interest expense 65,596 3,746 69,342 Disposal/terminaon of old lease (5,618) - (5,618) Lease liabilies at December 31, 2021 940,160 54,251 994,411 Addions - - - Lease payments (312,033) (19,789) (331,822) Interest expense 66,674 2,767 69,441 Disposal/terminaon of old lease - - - Lease liabilies at December 31, 2022 694,801 37,229 732,030 Useful Economic life 3-7 years 5 years The following is a presentaon of the undiscounted commied cash flows related to the remaining lease liabilies: 0-12 months Between 1-2 years Between 2-5 years 5+ years Total As at December 31, 2021 298,622 245,054 438,873 155,411 1,137,960 As at December 31, 2022 245,054 228,777 210,096 155,411 839,338 2022 AGILYX ANNUAL REPORT 101
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. At the date of this report, no events has occurred that will iniate the purchase of AmSty’s investment in Regenyx. 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 5. Regenyx is part of the Agilyx reportable segment. Furthermore, the investment in Regenyx is separately assessed for impairment because it is able to generate cash flows 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. Despite the impairment, Agilyx Group connues to invest in Regenyx for the broader benefits that it brings to the Group, which include servicing an important customer in AmSty, as well as, providing R&D and markeng value to demonstrate various new and current technologies being developed and implemented by the Group. 102 2022 PERFORMANCE: NOTES TO ACCOUNT
CALCULATION OF BALANCE SHEET VALUE OF INVESTMENT IN REGENYX Balance sheet value December 31, 2020 - Investment during 2021 - above inial esmated cash oulow 948,272 Impairment charge – fully impair balance (948,272) Balance sheet value December 31, 2021 - Investment during 2022 - above inial esmated cash oulow 2,539,270 Impairment charge – fully impair balance (2,539,270) Balance sheet value December 31, 2022 - SUMMARIZED FINANCIAL INFORMATION OF REGENYX As at December 31 2021 2022 Current assets 584,772 776,403 Non-current assets 2,845,422 3,565,812 Current liabilies 406,311 2,233,063 Non-current liabilies 3,907 - Net assets (100%) 3,019,976 2,109,152 Period Ended December 31 Revenues 798,284 1,004,279 Total and other comprehensive loss (3,119,103) (4,451,216) Note 10 ACCOUNTS RECEIVABLE Group Parent 2021 2022 2021 2022 Trade accounts receivable 154,524 231,738 - - Related party receivables 350,371 1,815,159 - - Payroll tax refund receivable 1,164,995 396,556 - - Total accounts receivable 1,669,890 2,443,453 - - 2022 AGILYX ANNUAL REPORT 103
The carrying amount of accounts receivable is measured at amorzed cost, which approximates fair value. Agilyx applies the IFRS 9 simplified approach to measuring expected credit losses using a lifeme expected credit loss provision for all accounts receivables. To measure expected credit losses on a collecve 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 adopon 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. Note 11 INVENTORY Inventories consist of the following: Group 2021 2022 Raw materials 5,969 184,165 Finished goods 151,801 1,502,961 Total inventories 157,770 1,687,126 Note 12 ACCOUNTS PAYABLE Group Parent 2021 2022 2021 2022 Accounts payable 1,241,420 2,640,756 - 424 Related party payables 205,728 - - - Total accounts payable 1,447,148 2,640,756 - 424 One of the main factors applied when concluding that no allowance is required, is the aging of the accounts receivable balances: Group 2021 2022 Non-overdue amounts - - 0-30 days past due 1,356,208 - 31-60 days past due 148,874 - 61-90 days past due - 81,283 Over 90 days past due 164,808 2,362,170 1,669,890 2,443,453 104 2022 PERFORMANCE: NOTES TO ACCOUNT
Note 13 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Group Parent 2021 2022 2021 2022 Payroll and related accruals 278,761 438,707 84,438 93,063 Products and services 297,654 1,470,836 - - Current license payment 225,000 - - - Total accrued expenses and other current liabilies 801,415 1,909,543 84,438 93,063 The ordinary share warrants and subscripon 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 opon, which triggers derivave 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 inial net investment and they will be seled at a future date. All ordinary share warrants and subscripon 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 valuaon of the Warrant liability was performed using the Black Scholes Model, the following inputs were significant in the computaon of fair values at each reporng date: Note 14: Warrants The Company has granted warrants in connecon with various debt and equity issuances. The following table reflects the total of outstanding warrants as of December 31, 2022 that are exercisable into ordinary shares: Number of ordinary shares Exercise price per share - USD Expiraon Ordinary share warrants converted to subscripon rights 2,447,100 1.00 2025 Group and parent December 31, 2021 Group and parent December 31, 2022 Warrant liabilies 7,570,647 6,303,189 2022 AGILYX ANNUAL REPORT 105
The reconciliaon 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): Warrant liability At January 1, 2021 11,267,832 Warrants exercised (converted into 437,500 ordinary shares) (2,365,626) Gain on warrant value - presented as fair value through profit and loss (1,331,559) At December 31, 2021 7,570,647 Gain on warrant value - presented as fair value through profit and loss (1,267,458) At December 31, 2022 6,303,189 During 2022, the Board of Directors authorized an extension on all warrants now having an expiraon date of August 7, 2025. This modificaon had no material impact on the 2021 valuaon. As the outstanding warrants for Agilyx are well in the money as of the December 31, 2021, and 2022 reporng dates, the valuaons performed determined that the preponderance of the amount, for each of the respecve dates, was intrinsic value in nature. Hence there was very lile me value associated with the esmate of value calculated. As a result of this relaonship, 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 volality. This determinaon was corroborated with the sensivity calculaons completed. During 2022, no warrants were exercised (2021: 437,500). Group and parent December 31, 2021 Group and parent December 31, 2022 Expected term Various 7-Aug-25 Equity volality 30.00 - 35.00% 30% Risk free rate 0.39 - 0.98% 4.34% The sensivity analysis of a reasonably possible change in one significant unobservable input, being the underlying equity value, holding other inputs constant would be: Equity value at expiraon -5% Equity value at expiraon + 5% At December 31, 2021 (378,160) 378,160 At December 31, 2022 (315,160) 315,159 106 2022 PERFORMANCE: NOTES TO ACCOUNT
The following informaon is relevant in the determinaon of the fair value of opons granted during the year under the equity share based remuneraon schemes operated by the Group. All employees Key management personnel 2021 2022 2021 2022 Equity-Seled Opon pricing model used Black-Scholes Black-Scholes Black-Scholes Black-Scholes Share price at grant date (Weighted Average) $1.09 $1.02 $0.68 $1.05 Exercise Price (Weighted Average) $1.17 $2.62 $0.68 $2.75 Contractual Life (Weighted Average) 7.87 6.12 7.5 6.15 Expected Volality (Weighted Average) 33% 32% 35% 33% Expected Dividend Growth Rate 0% 0% 0% 0% Risk Free Interest Rate (Weighted Average) 1.07% 2.84% 1.03% 2.90% Note 15 STOCK OPTION PLAN Stock Opon Acvity Number of shares Weighted average exercise price Weighted average contractual term (years) Aggregate intrinsic value Balance at January 1, 2021 12,182,400 $0.75 8.39 50,556,190 Share authorized Opons granted 1,793,750 $3.52 Opons exercised (2,192,946) $0.12 8,706,073 Opons forfeited/expired (350,580) $ 4.94 Balance at December 31, 2021 11,432,624 $1.17 7.81 33,223,561 Share authorized Opons granted 1,815,000 2.62 Opons exercised (769,509) 0.28 Opons forfeited/expired (188,899) 2.30 Balance at December 31, 2022 12,289,216 $1.40 7.71 26,343,495 Opons vested and expected to vest at December 31, 2022 12,289,216 $1.40 7.71 26,343,495 Opons Exercisable 7,078,142 $0.83 5.62 18,231,441 The 2020 plan became effecve as of June 4, 2020. Prior to this date Agilyx Corp had implemented a 2009 Stock Incenve plan. The 2009 plan was considered null and void aſter the effecve date of the 2020 plan, but were replaced with new opons in the new plan. The result was a modificaon of the opons granted to each relevant counterparty which resulted in accelerated vesng. The result was beneficial (i.e. a higher fair value) to the employees since the service condions were shortened for each counterparty. The total value of the modified grants was $216,535. Management calculated the total compensaon cost for each new tranche and will be recognizing the new compensaon cost straight-lined over the new vesng periods. Esmated volality is calculated based on the historical volality of similar enes whose share prices are publicly traded. The total number of shares that may be issued under this plan are 15,000,000 shares. If an opon expires, terminates or is canceled, the unissued shares subject to that opon shall again be available under the Plan. The opons outstanding have a range of exercise prices from $0.06 to $4.68 2022 AGILYX ANNUAL REPORT 107
Note 16 SHAREHOLDERS AS OF DECEMBER 31, AND SHARES HELD BY THE CEO AND BOARD MEMBERS 2022 Cibank 41,599,027 49.2 % SIX SIS AG 6,220,419 7.4 % Morgan Stanley & Co. Int. Plc. 5,222,872 6.2 % Clearstream Banking S.A. 4,236,359 5.0 % Merrill Lynch 3,746,671 4.4 % BNP Paribas Securies Services 2,495,817 3.0 % Verdipapirfondet First Generator 1,485,374 1.8 % MP Pension PK 1,455,251 1.7 % Pictet & Cie (Europe) S.A. 1,310,809 1.6 % Sundt AS 1,240,000 1.5 % UFI Capital AS 1,043,981 1.2 % Verdipapirfondet DMB SMB 1,008,704 1.2 % Verdipapirfondet First Globalt 933,786 1.1 % Verdipapirfondet Fondsfinas Norge 919,292 1.1 % DNB Markets Aksjehandel 864,808 1.0 % Others 10,746,788 12.7 % Total 84,529,958 100.0 % Ordinary shares include 84,529,958 shares at par value NOK 0.02, all issued and fully paid. 2021 Cibank 39,550,040 51.0 % SIX SIS AG 6,342,165 8.2 % Clearstream Banking S.A. 4,557,699 5.9 % Merrill Lynch 3,642,400 4.7 % MP Pension PK 1,870,351 2.4 % Sundt AS 1,806,700 2.3 % Morgan Stanley & Co. Int. Plc. 1,437,798 1.9 % BNP Paribas Securies Services 1,296,246 1.7 % JPMorgan Chase Bank 1,146,177 1.5 % Caceis Bank 1,057,477 1.4 % DNB Markets Aksjehandel 1,042,640 1.3 % UFI Capital AS 846,981 1.1 % Others 12,936,272 16.7 % Total 77,532,946 100.0 % Ordinary shares include 74,902,500 shares at par value NOK 0.02, all issued and fully paid. As at January 1, 2021 there were 74,902,500 Ordinary Shares. Within the statement of changes in equity the share capital column provides a reconciliaon of the par value of the Ordinary shares during 2021 and 2022. The tables above present the year end balances in total, the movements can be computed using the share capital column and adjusng for the NOK exchange rate at the relevant transacon dates. There are no special rights or restricons with regards the Ordinary shares, each is entled to one vote and a proporonal share any remaining assets in the event of a liquidaon. The total number of authorized shares was 87,705,500 at December 31, 2021 and December 31, 2022. 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 Opon contracts. 108 2022 PERFORMANCE: NOTES TO ACCOUNT
THE FOLLOWING DESCRIBES THE NATURE AND PURPOSE OF EACH RESERVE WITHIN EQUITY: Reserve Descripon and purpose Share premium Amount subscribed for share capital in excess of nominal value, in the post inversion period Addional paid in capital Pre inversion amounts related to the exercise of stock opons and post inversion transacons related to stock opons and warrants. Uncovered loss All other net gains and losses and transacons with owners (e.g. dividends) not recognized elsewhere. SHARES AND OPTIONS HELD BY THE CEO AND MEMBERS OF THE BOARD OF DIRECTORS Name Title Opons and Warrants Granted Shares Owned Note Timothy Stedman CEO 2,893,900 86,842 1) Ranjeet Bhaa GM and board member - 92,700 2) Jan Secher Board member 100,000 - 3) Steen Jakobsen Board member 75,000 - 4) Peter Norris Board member 100,000 156,645 5) Martha Crawford Board member 75,000 - 6) Carolyn Clarke Board member 75,000 - 7) Catherine Keenan Board member 75,000 - 8) Note 1. The CEO has received opons to purchase shares as a part of the total compensaon package. The exercise price for each share is $1.06. Addionally, Mr. Stedman has personally acquired 86,842 shares. The opons granted expire on August 17, 2030. 2. Mr. Bhaa is a member of the board, represents Saffron Hill Ventures and controls 92,700 shares. 3. Mr. Secher is the chair of the board and was granted 100,000 opons with an exercise price of $2.19. 4. Mr. Jakobsen is a member of the board, represents Saxo Bank and was granted 75,000 opons with an exercise price of $2.19. 5. Mr. Norris is a member of the board, represents Vigin Group Holdings Limited, controls 156,645 shares and was granted 75,000 opons 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. 6. Mrs. Crawford is a member of the board and was granted 75,000 opons with an exercise price of $2.19. 7. Mrs. Clarke is a member of the board and was granted 75,000 opons with an exercise price of $2.19. 8. Mrs. Keenan is a member of the board and was granted 75,000 opons with an exercise price of $2.19. 2022 AGILYX ANNUAL REPORT 109
Note 17 SHARES IN SUBSIDIARIES AND RELATED PARTY TRANSACTIONS Agilyx ASA has the following shares in subsidiaries as of December 31 Subsidiary Office Share Vong rights Equity Book value - 2021 Book value - 2022 Agilyx Corp Portland, OR, U.S. 100% 100% 11,207,032 31,321,462 52,034,717 Agilyx GmbH Zurich, Switzerland 100% 100% 402,980 163,005 163,005 Agilyx ApS Stuckenbergs, Denmark 100% 100% 37,347 - - Cyclyx Internaonal, LLC Portsmouth, NH, U.S. 75% 75% 2,786,560 - - 31,484,467 52,197,722 Related party transacons: Group level - During 2022, Cyclyx had $8.8M of product sales to ExxonMobil Chemical Co. (2021 $1.7M), a minority holder in Cyclyx. Included within Related party receivables in note 10, is $1,361,527 due from Regenyx at December 31, 2022 ($350,371 at December 31, 2021) and $453,632 due from ExxonMobile at December 31, 2022. Included within Related party payables in note 12, is $198,500 due to ExxonMobile Chemical Co., at December 31, 2021, and $7,228 due to board members at December 31, 2021. Parent level - At December 31, 2022 the parent company, Agilyx ASA, has an intercompany payable of $1,783,485 to Agilyx Corp (December 31, 2021: $453,563) and $1,140,209 payable to Agilyx GmbH (December 31, 2021: $568,857) net of an intercompany receivable of $408,346 to Agilyx Corp. These inter-group payables represent operang and management costs incurred and or paid at the subsidiary and subsequently recharged to the parent. Specific parent related costs included: 2021 2022 Management charges from Agilyx GmbH 431,000 577,000 Salary related cross-charges to Agilyx Corp (408,000) - 110 2022 PERFORMANCE: NOTES TO ACCOUNT
Subsidiary Informaon: Agilyx Corp- Agilyx Corp was formed in 2004 in Oregon, United States of America. Agilyx Corp became a subsidiary of Agilyx ASA by way of a share inversion that took place on January, 2020. The share inversion effecvely 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 addional reach into European markets. Cyclyx Internaonal, LLC- Cyclyx Internaonal, LLC is a partnership officially formed in the state of Delaware, United States of America on December, 2020. Since incepon, Agilyx Group has owned 75% of the enty, with 25% owned by ExxonMobil Chemical Corporaon (“EMCC”). The Partnership was formed to develop low cost pathways to recycle plascs. EMCC contributed operaonal funds of $8,000,000 while Agilyx Corp contributed technology and know-how that was not revalued due to consolidaon within the Group accounts. EMCC’s cash contribuon was recognized 75% to the equity holders of the parent and 25% to the non-controlling interest. Summarized financial informaon in relaon to Cyclyx Internaonal, LLC, before intra group eliminaons, is presented below: 2021 2022 As at December 31 Current assets 7,390,312 8,104,571 Non-current assets 753,132 598,102 Current liabilies 3,977,439 5,652,162 Non-current liabilies 276,133 263,409 For the period ended December 31 Revenue 2,201,245 10,512,034 Loss (3,833,889) (5,503,883) Loss allocated to non-controlling interest (958,467) (1,375,997) Addional informaon regarding the Cyclyx operaon can be seen in note 5. 2022 AGILYX ANNUAL REPORT 111
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, 2021 and 2022, respecvely. Group Parent 2021 2022 2021 2022 Basis for income tax expense Result before taxes (15,567,723) (23,384,655) 523,532 (787,412) Issue costs shares - - - - State benefit (1,300) (17,035) - - Permanent differences (4,671,248) (13,427) (3,908,695) (1,112,081) Changes in temporary differences (2,638,969) 1,091,933 - - Basis for payable taxes in the income statement (22,879,240) (22,323,184) (3,385,163) (1,899,493) Deferred tax asset: Loss carried forward 45,444,321 50,289,598 744,736 1,162,624 Research & other credits 2,640,341 2,764,993 - - Capitalized R&D - 539,265 - - Reserves and accruals 13,433 - - - Stock based compensaon 60,685 239,015 - - Unrealized gain/loss 1,495,815 1,329,598 - - Lease liability 219,267 159,729 - - Investment in partnership 871,584 912,848 - - Total deferred tax assets 50,745,446 56,235,046 744,736 1,162,624 Deferred tax liabilies: - - Other intangibles (43,920) (23,527) - - Fixed assets (26,815) (235,382) - - Prepayments (33,762) (38,247) - - Right of use assets (214,869) (154,671) - - Investment in partnership - - - - Total deferred tax liabilies (319,366) (451,827) - - Net deferred tax assets 50,426,080 55,783,219 744,736 1,162,624 Recognized deferred tax assets - - - - Statutory tax rate 21% 21% 22% 22% Tax rate 0% 0% 0% 0% 112 2022 PERFORMANCE: NOTES TO ACCOUNT
Note 19 NOTES PAYABLE During 2021 there was a Note Payable outstanding, with a maturity date during 2022. The agreed interest rate over the period is 8% p.a. The note was repaid in 2022. The current poron of this notes payable amounted to $1,271,853 at December 31, 2021 and is classified as current liabilies. Realizaon of deferred tax assets is dependent upon future earnings, if any, the ming and amount of which are uncertain. Unrecognized deferred tax assets totaled $55.8 million (2021: $50.4 million) and in Norway $1.2 million (2021: $0.7 million). As of December 31, 2022, net operang loss for federal income tax purposes in U.S. of approximately $182.4 million, porons of which will begin expire in 2030. Total state net operang loss carryforward in U.S. of approximately $141.9 million, which will begin to expire in 2031. Ulizaon of some of the federal and state net operang loss and credit carryforwards are subject to annual limitaons due to the “change of ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitaons may result in the expiraon of net operang losses and credits before ulizaon. As of the date of the report, such an analysis is sll under preparaon. Agilyx Corp also has federal credits for approximately $2 million, which will begin to expire in 2030 and state research credits of approximately $0.7 million whose expiraon date is not determined. These tax credits are subject to the same limitaons discussed above. Loss carried forward in Norway as of December 31, 2022, of approximately $5.3 million has no expiraon date. 2022 AGILYX ANNUAL REPORT 113
Note 20 CONTRACT LIABILITY The Company’s Contract liability balances at December 31, 2021 and 2022 was $1,376,452 and $5,945,535, respecvely. These balances represents billings in excess of revenue recognized on project related acvies 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 accounng roll forward for the periods presented are as follows: Balance at January 1, 2021 1,896,848 Billings deferred 4,193,881 Revenue recognized (4,714,277) Ending balance as of December 31, 2021 1,376,452 Billings deferred 20,878,829 Revenue recognized (16,309,746) Ending balance as of December 31, 2022 5,945,535 114 2022 PERFORMANCE: NOTES TO ACCOUNT
Group - as at Parent - as at December 31, 2021 December 31, 2022 December 31, 2021 December 31, 2022 Accounts receivable 1,669,890 2,443,453 - - Cash and cash equivalents 19,570,154 13,671,319 11,307,524 5,007,823 Total Financial Assets 21,240,044 16,114,772 11,307,524 5,007,823 Notes payable 1,271,853 - - - Accounts payable 1,447,148 2,640,756 - 424 Payable to Group Companies - - 1,022,420 2,515,348 Lease liabilies 994,411 732,030 - - Financial liabilies at amorzed cost 3,713,412 3,372,786 1,022,420 2,515,772 Warrant liability 7,570,647 6,303,189 7,570,647 6,303,189 Total Financial Liabilies 11,284,059 9,675,975 8,593,067 8,818,961 Note 21: Financial Instruments - Risk Management Agilyx Group is exposed through its operaons to the following financial risks: • Credit risk • Interest rate 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 objecves, policies and processes for managing those risks and the methods used to measure them. Further quantave informaon in respect of these risks is presented throughout these financial statements. There have been no substanve changes in the Group’s exposure to financial instrument risks, its objecves, 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 those listed in the table below, all of which are measured at amorzed cost, plus the Warrant/Subscripon 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 amorzed cost is considered to approximate fair value. The Notes payable and Lease liabilies both carry market rates of interest, for these amounts the amorzed 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 Subscripon rights, described in more detail in note 14. (iv) General objecves, policies and processes The Board has overall responsibility for the determinaon of Agilyx Group’s risk management objecves and policies and, while retaining ulmate responsibility for them, it has delegated the authority for designing and operang processes that ensure the effecve implementaon of the objecves and policies to the Agilyx Group finance funcon. The Board receives monthly reports from the V.P. and Corporate Controller through which it reviews the effecveness of the processes put in place and the appropriateness of the objecves and policies it sets. 2022 AGILYX ANNUAL REPORT 115
The overall objecve of the Board is to set policies that seek to reduce risk as far as possible without unduly affecng the Group’s compeveness and flexibility. Further details regarding these policies are set out below: 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 obligaons. 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 rangs are taken into account by local business pracces. 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 instuons. Agilyx Group only deals with highly reputable banks and financial instuons. At mes, Agilyx Group does hold funds with certain banks that are beyond federally insured levels, however, management regularly monitor the banking relaonships to minimize any risk that may arise in this respect. Interest rate risk Agilyx Group is exposed to interest rate risk from long-term borrowings. Management has chosen to migate the exposure to movements in interest rates by lending via the Note payable at a fixed rate of interest. While using only a fixed rate note payable, Agilyx Group does limit any potenal upside, that could be achieved by having a variable interest rate during mes of falling rates, however, given the Agilyx Group’s current growth mindset, it is more valuable to the Group to have certainty over interest payment amounts, in order to be able to properly budget and forecast future expenditures. 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 meeng its financial obligaons as they fall due. The current policy is to ensure that it will always have sufficient cash to allow it to meet its liabilies when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilies) 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, this is further discussed in the ‘interest rate risk’ secon above. The Board regularly receives cash flow projecons as well as informaon regarding cash balances. At the end of the financial year, these projecons indicated that the Group expected to have sufficient liquid resources to meet its obligaons 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 ancipated. The following table sets out the contractual maturies (represenng undiscounted contractual cash-flows) of financial liabilies: 116 2022 PERFORMANCE: NOTES TO ACCOUNT
See note 9 for undiscounted contractual cash flow informaon in relaon to the lease liabilies. Group - as at Parent - as at Due between 0 - 12 months Due between 1-2 years Due aſter 2 years or more Total Due between 0 - 12 months Due between 1-2 years Due aſter 2 years or more Total As at December, 31 2021 Notes payable 1,373,601 - - 1,373,601 - - - - Accounts payable 1,447,148 - - 1,447,148 - - - - Payable to Group Companies - - - - 1,022,420 - - 1,022,420 2,820,749 - - 2,820,749 1,022,420 - - 1,022,420 Group - as at Parent - as at Due between 0 - 12 months Due between 1-2 years Due aſter 2 years or more Total Due between 0 - 12 months Due between 1-2 years Due aſter 2 years or more Total As at December, 31 2022 Notes payable - - - - - - - - Accounts payable 2,640,756 - - 2,640,756 424 - - 424 Payable to Group Companies - - - - 2,515,348 - - 2,515,348 2,640,756 - - 2,640,756 2,515,772 - - 2,515,772 2022 AGILYX ANNUAL REPORT 117
In addion to the financial liabilies noted above, there are other potenal cash oulows in relaon to the investment in Regenyx, which may affect liquidity. During the inial funding period, Agilyx was responsible for funding the operaons of Regenyx, this resulted in cash oulows, for 2022 of $1,776,393 (2021: $1,978,272) as reported on the cash flow statement. Furthermore, the Regenyx contribuon agreement includes a put opon as defined in note 9, which could result in a cash oulow ,should the opon be exercised by AmSty. The cash oulow would be 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. At the date of this report, no events has occurred that will iniate the purchase of AmSty’s investment in Regenyx. Capital Disclosures Agilyx Group’s managed capital includes equity and debt. The objecves for Agilyx Group when maintaining capital are: • to safeguard the enty’s ability to connue as a going concern, so that it can connue 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 proporon to risk. The Group manages its capital structure and makes adjustments to it in the light of changes in economic condions and the risk characteriscs 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 aached to the bank and borrowing facilies. 118 2022 PERFORMANCE: NOTES TO ACCOUNT
Note 22 EARNINGS PER SHARE Net Loss Per Share- is computed under the provisions of IAS 33, Earnings Per Share. Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The following table sets forth the reconciliaon of the numerator and denominator used in the computaon of basic net loss per common share for the years ended December 31, 2022 and 2021: Years Ended December 31 2021 2022 Numerator: Net loss (15,567,723) (23,384,654) Net loss aributable to ordinary shareholders (14,609,256) (22,008,657) Denominator: Weighted average shares outstanding - basic 76,537,046 79,993,661 Net loss per common share - basic (0.19) (0.28) Since Agilyx Group incurred an operang loss in both periods, the outstanding warrants and stock opons would have an an-diluve impact on the Earnings per Share calculaon, therefore the Diluted Earnings per Share is equal to the Basic Earnings per share. 2022 AGILYX ANNUAL REPORT 119
Note 23: Subsequent events The Company has no material subsequent events aſter the balance sheet date. 120 2022 PERFORMANCE: NOTES TO ACCOUNT
Advanced recycling Advanced recycling – which encompasses chemical, molecular and feedstock recycling – refers to the sophiscated technologies used to convert post-use plascs (polymers) back to their original chemical building blocks (monomers) for connued reuse. As the only recycling process that makes plasc a circular resource, advanced recycling is crical to solving the problem of plasc waste and enabling the world’s transion to a low-carbon economy. Circular economy The circular economy describes a more sustainable economic system that is based on the “reduce-reuse-recycle” principle. Unlike the “take-make-waste” linear economy, circularity is considered essenal to addressing climate change, beer managing the world’s resources and achieving the UN Sustainable Development Goals EPR EPR stands for Extended Producer Responsibility and is an environmental policy approach where a producer is responsible for the enre life cycle of its product, from creaon to disposal, in order to meet legal obligaons. Under EPR, producers are responsible for designing products with materials that have the lowest possible environmental impact and are opmized for recycling. The producer is also responsible for the post-use collecon and treatment of its products with a focus on recycling. ESG This abbreviaon stands for the range of environmental, social and governance criteria used to evaluate the sustainability performance of a company or business and determine its level of financial risk. ESG factors play an increasingly important role for investors in both the public and private markets. Feedstock A feedstock is a single and uniform raw material that is used to drive an industrial process or act as fuel. Post-use plasc feedstocks can be used to create virgin-equivalent plasc, as well as plasc intermediates or other valued low-carbon products. ISCC PLUS Cerficaon This independent and internaonally recognized cerficaon system, used to verify the allocaon of recycled content in a manufacturer’s product, was developed by the Internaonal Sustainability & Carbon Cerficaon. ISCC PLUS cerficaon ensures a company’s compliance with sustainability and traceability requirements along the supply chain. Glossary 2022 AGILYX ANNUAL REPORT 121
Mass balance In short, mass balance is used to calculate and confirm the recycled content in a given product. It enables the tracking of recycled material throughout the industrial process, allowing the manufacturer or brand owner to claim how much of the final product can be aributed to recycled content. Third-party cerficaon by recognized instuons, such as the ISCC, is crical in determining the accuracy of mass balance claims. Mechanical recycling According to Plascs Europe, mechanical recycling refers to the processing of plascs waste into secondary raw material or products without significantly changing the chemical structure of the material. Because the plasc is downgraded into lower-quality plasc with each cycle, it eventually winds up in landfills or the environment, and is therefore not circular. Pathway The pathway is the general term used to describe a more sustainable use of post-use plasc, rather than disposal in landfills or the environment. Agilyx has created commercial plasc-to-plasc pathways for polystyrene, with others underway. Plasc intermediate Plasc or chemical intermediates refer to base products that require addional steps prior to use in the producon of new plascs. They do not include the direct monomers needed to produce new polymers. Plasc-to-plasc recycling This process involves using advanced recycling technology to break post-use plasc down into its original chemical components, which are fed back into the manufacturing process to create new, equally recyclable plascs. At a commercial scale, plasc-to-plasc recycling is the only way to turn plasc into a circular resource and exponenally increase global recycling rates. Post-use plascs Post-use plascs – also called post-consumer or waste plascs – are the used plasc products that are collected as part of waste management systems. They are either recycled or disposed of, winding up in landfills or the environment. Pyrolysis Pyrolysis describes the process of using heat to decompose materials and change their chemical composion. Agilyx uses an IP-protected pyrolysis technology which, in the absence of oxygen, breaks down the polymer chains without combuson (and its associated by-products). Styrene monomer A raw material used to create numerous plasc products and synthec rubber. Agilyx uses an IP-protected pyrolysis technology to break down the polymer chains of mulple types of post-consumer plascs back into its original styrene building block enabling the recycling into new products again and again. 122 GLOSSARY