2025 Annual Report
2025 Annual Report 2 Table of Contents Leer from the CEO ................................................................................ 3 OUR BUSINESS AND MODEL ......................................................... 4 MARKET AND OPPORTUNITY ...................................................... 11 GreenDot Business Model .................................................................... 16 Cyclyx Restructuring ............................................................................. 19 Summary and Outlook .......................................................................... 20 SUSTAINABILITY AND CIRCULAR ECONOMY .............................. 21 Scope and Other Disclosures ................................................................ 26 Stakeholder Engagement ...................................................................... 27 SDG Mapping ........................................................................................ 29 Risk Management ................................................................................. 30 GOVERNANCE .............................................................................. 34 Chair’s Introducon .............................................................................. 35 Our Board .............................................................................................. 36 Our Management Team ........................................................................ 37 Corporate Governance Report ............................................................. 38 Audit Commiee Report....................................................................... 41 Sustainability Commiee Report .......................................................... 42 Compensaon Commiee ................................................................... 43 2025 PERFORMANCE ................................................................... 44 Audit Report .......................................................................................... 45 Financial Statements............................................................................. 46 Notes to Accounts ................................................................................. 51
2025 Annual Report 3 Leer from the CEO Dear Stakeholder, 2025 was a pivotal year for Agilyx as we moved to implement a strategic reposioning, decrease costs, and place a sharper focus on scalable growth anchored by our profitable European recycling plaorm. While the recycling industry has been managing headwinds, the direcon of travel is clear—society expects greater resource efficiency, decreased carbon emissions, and less plasc pollung our oceans and waterways, beaches and urban environments. We remain focused on leveraging our talents and capabilies in pursuit of these goals and adapng our business to navigate an evolving landscape. The EU is taking a leading role in supporng plasc circularity. The Packaging and Packaging Waste Regulaon (PPWR) came into force in 2025, and related supporng regulaons are now being implemented. These regulaons range from country-specific eco- modulaon incenves, to an EU-wide focus on ensuring imports meet recycling standards, and recognion of the contribuon chemical recycling can make to achieve objecves. Our October 2025 investment into GreenDot was a direct response to the expanding EU market opportunity, establishing a strong presence in mechanical recycling while preserving our opon to pursue chemical recycling opportunies as they develop. With close to 100,000 customers in Germany, a profitable and operaonal infrastructure across Germany, Austria, France, and Italy, GreenDot generated approximately €400 million in revenue and close to €11 million in EBITDA in 2025. GreenDot’s control of over 300,000 tons of plasc waste annually provides us with a profitable core upon which to build as we redirect waste volumes away from incineraon and low-value mechanical recycling into higher-quality and higher-margin outlets required by brands seeking to meet their recycled content targets. Our pivot to Europe has coincided with fundamental changes to our US business. In early 2026, we announced a strategic reorganizaon of Cyclyx resulng in the transfer of the Houston Circularity Center project to ExxonMobil and LyondellBasell, and unwinding the project in Dallas-Fort Worth. The reorganizaon of Cyclyx triggered a significant non-cash write-down in our carrying value; however, the IP is retained and connues to have material value to us. The data, waste characterizaon, and technical services that were being developed by Cyclyx have been reintegrated into Agilyx. Agilyx was amongst the pioneers in applying a deep knowledge of chemistry to plasc recycling and waste management processes. Through the opening of arcLABS, we are pleased to increase our efforts to expand these capabilies to our customers and to share these capabilies with our colleagues at GreenDot. arcLABS addresses a praccal challenge that every recycler faces: understanding precisely what their feedstock needs to look like, and how to get there from a complex, real-world waste stream. In 2025 we also connued to support Styrenyx’s licensee in Japan, Toyo Styrene, which is successfully operang the industry´s first plasc-to-plasc circular depolymerizaon facility. The Toyo facility is a meaningful proof point for what our technology can achieve in a real producon environment. A third-party reviewed Carbon Footprint Study confirmed CO₂ emission reducons of up to 86% relave to convenonal fossil-based styrene producon. This rigorous, independent verificaon carries weight with oake partners, regulators, and the broader market. Agilyx enters 2026 with a stronger plaorm, less debt, lower cash burn, greater financial flexibility, and a sharper focus on a growing EU market opportunity. I am grateful to our shareholders, partners, and employees for their connued support and dedicaon, without which we would not have had the flexibility to adapt our business to beer achieve our potenal. Together, we are using technology for good and serving an instrumental role in building a circular economy for plascs - turning waste into value. Ranjeet Bhaa Chief Execuve Officer
Our Business and Model
2025 Annual Report 5 Our Business and Model Mission Use innovave technology to help solve the problem of plasc waste. Most plasc waste ends up in landfills, incinerators, or the environment—not for lack of effecve recycling technologies but because the infrastructure and industrial partnerships to allow for scale are sll in development. Agilyx was founded in 2004 and for more than 20 years, we’ve invested in the development of soluons across the plasc recycling value chain, from feedstock supply to chemical recycling technology. Locaons Agilyx ASA – Oslo, Norway Agilyx Corporaon HQ and arcLABS – Tigard, OR Toyo Styrene’s Polystyrene Recycling Facility – Employing Styrenyx – Chiba, Japan 100% Agilyx Corporaon 100% 46% 2 Agilyx ASA (OSE from 2022) 50% 1 100% (updated aſter 2026 restructure) Polystyrene recycling facility with partner Toyo Styrene/Denka Group 5 1 In March 2026, the Cyclyx joint venture was restructured, resulng in Agilyx obtaining 100% ownership of Cyclyx Internaonal (see note 24 of the financial statements). 2 Represents 46.0% of GreenDot issued share capital as of December 31, 2025. The Group’s interest is expected to dilute to 44.2% upon compleon of a EUR 4.5 million capital contribuon by Circular Resources Limited, which had not been completed at the reporng date.
2025 Annual Report 6 Our Business and Model Increasing the Recyclability of Post-Use Plascs Agilyx offers soluons for plasc waste recycling via feedstock processing capabilies and chemical recycling technology. CHARACTERIZING WASTE PLASTICS PLASTIC MANUFACTURING PRE-PROCESSING WASTE PLASTIC CHEMICAL RECYCLING TECHNOLOGIES EPR SOURCING AND COLLECTION PRODUCING RECYCLED RESIN USING PLASTIC PRODUCTS FORMULATING CUSTOM FEEDSTOCK FOR CUSTOMERS (MECHANICAL / CHEMICAL) CONSUMERS AGILYX CUSTOMER AGILYX CUSTOMER Leading European Recycling Plaorm GreenDot GreenDot is Europe’s most recognized recycling brand. With 35 years of operang history under the iconic “Der Grüne Punkt” brand and licensed across 29 countries, it provides an established infrastructure for plasc waste collecon, sorng, and recycling across Germany, Austria, France and Italy. Processing 1 million metric tons of packaging waste annually, GreenDot serves circa 100,000 customers and supplies feedstock to mechanical and chemical recycling facilies across key European markets. In 2025, GreenDot generated approximately €400 million in revenue and €11 million in EBITDA. GreenDot operates across 3 synergisc segments: 1. Extended Producer Responsibility (EPR): a stable, cash-generang core 2. Mechanical Recycling (MR): recycling facilies to deliver higher-quality output 3. Chemical Recycling Feedstock (CR): preparing feedstock for Europe’s emerging chemical recycling plants 46% Ownership European Feedstock Supplier PLASTYX Plastyx, Agilyx’s joint venture (60/40 with Circular Resources SARL) was launched in February 2025 to serve as both feedstock aggregator and processor of plasc recyclate, addressing increasing demand within the European chemical recycling market. In conjuncon with the October acquision of the holding in GreenDot, Plastyx’s acvies will be folded into GreenDot in order to maximize synergies between the overlapping efforts. 60% Ownership at launch 6
2025 Annual Report 7 (During 2025) Plasc to Feedstock Innovator  CYCLYX We also retained two important strategic assets: • The 50,000 tons per annum oake agreement with ExxonMobil on substanally the same terms as the previous oake agreement through Cyclyx, with the potenal for addional volumes, subject to commercial and regulatory consideraons. • The intellectual property and waste characterizaon capabilies developed through Cyclyx. Our Business and Model (Completed on March 25, 2026) Reabsorbing Cyclyx into Agilyx CYCLYX 50% Joint Venture 100% Ownership Cyclyx custom-formulates feedstock to meet the unique specificaons of mechanical and chemical recyclers. Cyclyx’s collecon channels and partnerships capture a wide range of plascs, including films and flexibles typically excluded from curbside recycling. While the U.S. chemical recycling market remains structurally aracve, the cost of building sourcing channels, deploying sorng infrastructure, and navigang regulatory uncertainty has proven to be higher than originally ancipated and the market development has been slower. In response, we have transferred the Houston circularity center to our partners, unwound the Dallas-Fort Worth center, and reabsorbed Cyclyx’s IP, data, and plaorm into Agilyx. 100% OWNERSHIP OF CYCLYX INTERNATIONAL BETTER ALIGNED TO CREATE VALUE: • Allows for project-level finance, more efficient and beer suited to project development • Provides flexibility to expand offering to addional oakers and enables licensing to third pares • Data integraon with arcLABS to support R&D and develop oake specs for customers • More flexibility to leverage GreenDot experse into Cyclyx and Agilyx/Cyclyx technical capability into GreenDot, where appropriate 25% ExxonMobil 25% LyondellBasell
2025 Annual Report 8 Experts in Advanced Analycs arcLABS With over 20 years of experience in the plasc waste and recycling industry, arcLABS is a leader in advanced analycs and new technologies, serving the industry by providing custom analycal soluons and creang tailored support for process and technology development. As experts in characterizaon of plasc waste, arcLABS brings value to customers by providing rapid, reliable, and repeatable analycs and soluons. SUPPORTING THE ECOSYSTEM arcLABS capabilies extend across the enre Agilyx ecosystem. For GreenDot and third-party organizaons, the facility provides material characterizaon services and comprehensive reporng, including Cerficates of Analysis (COA). For Styrenyx licensees, arcLABS offers technical support through bench and pilot scale tesng. As partners from concept to ongoing operaons, arcLABS accelerates success through early engagement. THE IMPACT With over 50 years of combined team experience in analycs and technology development, arcLABS posions Agilyx to maintain its technology leadership while directly supporng the growth of its cash-flowing feedstock businesses. To learn more, visit arcLABS. Our Business and Model STRATEGIC VALUE Material, feedstock, product, and intermediate characterizaon services Pre and post-process treatment 50+ years combined experience in analycs and technology development Well-versed in complex sample preparaon for repeatable, accurate results Delivery of accurate and reliable data Packaged feasibility studies Development services through bench and pilot scale tesng Detailed feedstock specificaon definion As partners from concept to ongoing operaons, we accelerate success with early engagement 100% Ownership
2025 Annual Report 9 Pioneer in Chemical Recycling STYRENYX Styrenyx is Agilyx’s proprietary polystyrene chemical recycling technology. The technology plaorm is a result of over 20 years of R&D, resulng in 22 patents. Now proven and in commercial operaon, the depolymerizaon technology breaks polystyrene down into virgin-equivalent building blocks, monomer, for reuse in high-quality products. According to third-party verified Sphera’s cradle-to-gate carbon footprint assessment, Styrenyx can lower by up to 86% CO₂ emissions vs. fossil producon, which equates to: • 27,700 metric tons CO₂ reduced annually per facility • 6,460 passenger vehicles removed (equivalent) The global polystyrene market is valued at $38 billion and projected to exceed $61.9 billion by 2035. 1 Styrenyx provides a proven commercial pathway to recycle polystyrene at scale while dramacally reducing carbon emissions. To learn more, visit Styrenyx. Our Business and Model 100% Ownership CHEMICAL 9 1 Fact.MR: Polystyrene Market Forecast and Outlook 2025 to 2035
2025 Annual Report 10 Our Business and Model VERIFIED ENVIRONMENTAL PERFORMANCE A third-party verified cradle-to-gate Carbon Footprint study conducted by Sphera Soluons in June 2025 confirms the contribuon Styrenyx can make towards lower carbon manufacturing. The independent assessment, performed according to ISO 14067:2019 standards, analyzed 25,000 scenario iteraons and concluded that Styrenyx outperforms virgin styrene manufacturing across all scenarios. As regulatory carbon accounng standards intensify globally, these verified results are important aributes for brand owners and regulators seeking to meet crical corporate sustainability commitments. ASSET-LIGHT BUSINESS MODEL Agilyx monezes Styrenyx through partnership, licensing, project development, and provision of crical core equipment without incurring the capital requirements and operaonal risks of facility ownership. Styrenyx revenue streams are generated through the producon of engineering design packages, technology licensing fees and royales, equipment supply, and support services. TOYO STYRENE FACILITY Following commissioning and handover in 2024, the Toyo Styrene facility in Chiba, Japan—the largest dedicated polystyrene depolymerizaon plant in the country—connued operaons in 2025, producing on-specificaon styrene monomer from post-use polystyrene waste. Agilyx provides ongoing maintenance and support under a signed contract with Toyo Styrene, ensuring opmal facility performance and generang valuable operaonal learnings that inform future Styrenyx licensing opportunies.
Market and Opportunity
2025 Annual Report 12 Market and Opportunity Through strategic investments and partnerships, Agilyx delivers soluons that bridge the gap between plasc waste and recycled materials, fostering the development of a circular economy for plascs. The global plasc waste crisis connues to intensify. Plasc producon is projected to double by 2050, and annual plasc waste to triple by 2060. 1 Despite growing environmental awareness and improved waste management infrastructure, global plasc recycling rates remain unsustainably low at approximately 9%. 2 This gap between plasc producon and recycling represents both a massive environmental challenge and a significant market opportunity. The vast majority of plasc waste generated globally (up to 91%) has limited or no value in the current value chain, ending up in landfills, incinerators, or the environment, represenng hundreds of millions of metric tons of material from which no value is recovered. 2 Reintegrang this material into the value chain is crical for the environment and offers a compelling economic opportunity. The plasc recycling industry is undergoing a fundamental transformaon, though not without headwinds. While chemical recycling technologies hold significant promise, the pace of project development has been slower than inial expectaons. Market uncertaines, financing challenges, and regulatory complexies have tempered the pace of investment. The slower development of chemical recycling has reinforced the crical importance of mechanical recycling, which remains the backbone of the circular plascs economy. Mechanical recycling—the process of sorng, cleaning, and reprocessing plascs—connues to grow and evolve, with increasing focus on producing higher-quality output and premium margins. Mechanical recycling infrastructure connues to expand globally, with the market size projected to reach $63.8 billion by 2030, growing at a CAGR of 9.36% from 2024 to 2030. 3 Growth across the industry is driven by regulatory pressure through Extended Producer Responsibility schemes, corporate ESG commitments, technological improvements in sorng and processing, and ongoing capital deployment across the industry. 4 REUSED WASTED GLOBAL PLASTIC RECYCLING RATES 2 2024 2030 $63.8 billion 9.36% CAGR MECHANICAL RECYCLING MARKET 3 2025 2050 2060 GLOBAL PLASTIC PRODUCTION 1 2x 3x 1 Future Markets: The Global Advanced Plascs Recycling Market 2025-2040 2 Global Plascs Outlook: Economic Drivers, Environmental Impacts and Policy Opons 3 Grand View Research: Mechanical Recycling Of Plascs Market (2024 - 2030) 4 Precedence Research: Advanced Recycling Market Size, Share and Trends 2026 to 2035
2025 Annual Report 13 Regulatory Inflecon in Europe EU requirements are creang clear opportunies for companies like GreenDot with established collecon and processing infrastructure capable of delivering high-quality recycled materials. At the same me, European recyclers have been challenged by excess capacity, weak pricing for lower quality recyclate, and constrained capital budgets. The market dynamics create an opportunity for Agilyx to expand and consolidate. GreenDot’s stable EPR cash flows and asset-backed plaorm posion it to acquire and upgrade facilies at aracve valuaons. In short: regulatory clarity is rising just as weaker players are under stress and creang a dynamic favoring diversified and profitable plaorms. In the few months since our inial acquision, GreenDot has capitalized on this market opportunity to expand its plaorm, acquiring Forplast in Italy in December 2025 and RG Group in France in February 2026. Market and Opportunity The European recycling landscape reached an inflecon point in 2025–2026. The region is undergoing a significant transformaon driven by stringent regulatory mandates and growing demand for sustainable soluons to curb plasc waste. The market is experiencing notable growth and is gaining considerable aenon as the region leads the way in transioning to a more sustainable, circular plascs economy. The European Union (EU) has taken remarkable steps toward reducing plasc waste through the Single Use Plascs Direcve (SUPD), which targets the reducon of single-use plascs and establishes mandatory recycled content and collecon requirements for specific packaging categories by 2030. Technology maturaon (depolymerizaon, improved pyrolysis, catalyc processes) is improving yields and product quality, helping to service growing end- market demand. The European Union’s Packaging and Packaging Waste Regulaon (PPWR), published in January 2025, represents one of the most ambious regulatory shiſts in decades. Depending on packaging type, it establishes mandatory recycled content requirements of 30–65% by 2030–2040. PPWR is being implemented today, ranging from country specific eco-modulaon incenves to an EU-wide focus on ensuring imports meet recycling standards, and acceptance of mass balance applicaon—which importantly recognizes the role of chemical recycling in the soluon set. 13
2025 Annual Report 14 In February 2026, the EU Council approved mass balance accounng rules for chemical recycling allowing recycled content to be tracked and credited through complex manufacturing processes, making chemical recycling projects financially viable at scale. The EU´s regulatory framework helps increase pricing stability and investment certainty, creang immediate advantages for companies with established European operaons. Market and Opportunity European Regulatory Breakthrough REGULATORY CLARITY ESTABLISHED • PPWR content targets agreed. • Mass balance accounng approved. • Chemical recycling recognized and now counng toward targets. THE FEEDSTOCK IMPERATIVE As recycling capacity scales globally, access to consistent, high-quality feedstock connues to be a crical boleneck. The industry has announced 45 chemical recycling projects in the EU alone, while mechanical recycling facilies connue to expand capacity. Both require processed plasc waste that meets specific quality standards. Companies such as GreenDot that control feedstock supply through collecon infrastructure, sorng capabilies, and processing facilies are posioned to capture significant value. The ability to custom-formulate feedstock for different recyclers, whether mechanical or chemical, has become a strategic differenator. Mul- year, take-or-pay oake agreements provide stable revenue streams and predictable growth.
2025 Annual Report 15 Under European and German regulatory framework, EPR holds manufacturers, importers, and brand owners financially and physically responsible for the enre lifecycle of their packaging waste. In other words, under packaging legislaon, producers placing packaging on the market are legally required to organize sorng and recycling of the waste. Producers can transfer this obligaon to a licensed “dual system” operator such as GreenDot. It is referred to as a “dual system” since it supplements rather than replaces exisng municipal collecon systems. Revenue in a dual system is generated via licensing fees, based on packaging weight and material type, and the sale of recycled materials. Agilyx is well entrenched in the EPR/dual system market in Germany via GreenDot, and is well posioned to expand into other rapidly developing EPR programs across Europe. The US market has also seen several EPR mandates launch in recent years, although these markets are sll in the formave stage while regulaons mature. As illustrated in the EPR flow diagrams, the dual system: • Collects licensing fees from producers • Organizes collecon, sorng, and recycling through subcontractors • Owns the waste material at collecon • Monezes recyclable outputs Material flow Revenue flow Cost flow Market and Opportunity Extended Producer Responsibility (EPR) Packaged consumer goods / Transport packaging Licensing revenue Revenue from sorted materials Paper Glass LWP Sorng cost Recyclable plasc Glass, paper, metals Recyclates Recycling cost Revenue from Consumer / Households Collecon Dual System Sorng Recycling Raw Material Processing First Marketer Incineraon Export recycling materials Collecon cost
2025 Annual Report 16 Agilyx’s business model is anchored in its 46% ownership of GreenDot, operang at the core of Europe’s packaging circularity system. GreenDot combines Extended Producer Responsibility (EPR), mechanical recycling, and chemical recycling into an integrated value chain with structural access to plasc waste volumes and increasing earnings visibility. GreenDot is uniquely posioned to orchestrate and capture value across the packaging recycling chain, securing feedstock through EPR and converng that feedstock into higher-value recycled materials. As of December 31, 2025, Agilyx holds a 46% interest in GreenDot and accounts for this investment as an associate under the equity method. While not consolidated, GreenDot represents a strategically significant plaorm expected to contribute to earnings through Agilyx’s share of net income. GreenDot Business Model Extended Producer Responsibility (EPR) Structural Access to Waste Volumes The foundaon of GreenDot’s business model is the Extended Producer Responsibility (EPR) framework. GreenDot’s EPR segment: • Processes ~1 million tonnes of packaging waste annually • Serves approximately 100,000 customers in Germany Stable and Regulaon-Driven Revenue Base EPR revenues are primarily volume-driven and regulated. Packaging volumes correlate with consumer consumpon rather than industrial capital cycles. As a result, the licensing business demonstrates: • Recurring revenue characteriscs • Limited direct exposure to commodity price volality • High regulatory visibility Recent regulatory clarity shiſts the sector from policy risk to earnings visibility, strengthening long-term demand for compliant recycling soluons. Chemical Recycling (CR) Premium Circular Feedstock Chemical recycling represents the next margin layer in GreenDot’s model. GreenDot secures feedstock through its EPR and mechanical recycling operaons and supplies chemical recycling through owned capacity and long-term supply/oake agreements. Chemical recycling enables: • Producon of virgin-equivalent polymers • Compliance with food-grade and contact- sensive packaging requirements • Recognion under EU mass-balance The business benefits from: • First-mover advantage in feedstock aggregaon • Structural access to waste volumes • Long-term oake relaonships (e.g., petrochemical and brand-owner partnerships) • Chemical recycled polymers command premium pricing relave to virgin material due to regulatory compliance value and performance equivalence. Mechanical Recycling (MR) Waste into Cerfied Circular Polymer GreenDot operates mechanical recycling facilies across Germany, Italy, and France, transforming collected plasc waste into cerfied recycled plasc pellets. Current plaorm: • Approximately 85 kilotons per annum of mechanical recycling capacity • Targeng to expand to 325 kilotons by 2030 Mechanical recycling captures addional margin beyond EPR coordinaon by monezing secondary raw materials. While margins are influenced by spreads versus virgin polymer prices, regulatory-driven demand is structurally ghtening supply. GreenDot operates across three synergisc segments
2025 Annual Report 17 GreenDot Business Model FORPLAST In December 2025, GreenDot acquired 80% of Forplast SpA, an Italian compounder specializing in recycled HDPE and polypropylene. The acquision extends GreenDot’s operaons in Italy and adds crical bole-to-bole and recycled pipe manufacturing capabilies, posioning the plaorm to meet EU 2030 recycled content targets. Forplast is expected to generate over €50 million in annual revenues by 2030. GREENDOT PLATFORM • Secures access to high volumes of plasc waste through its EPR segments • Directs volumes to its mechanical or advanced recycling feedstock preparaon plants • Leverages technical know-how and 20 years of R&D to supply on-spec recycling feedstock
2025 Annual Report 18 GreenDot Business Model Brands / Retailers Consumers Hydro-Treatment PetChem Converter Collecon Sorng Preparaon of Advanced Recycling Feedstock (AR) Incineraon, RDF, Landfill Preparaon of Mechanical Recycling Feedstock (MR) GreenDot EPR Chemical Recycling Advanced recycling of polyolefins enables food-grade quality recycling of polyolefins – closing the loop EPR Plaorm GreenDot’s EPR plaorm provides a stable earnings base, while mechanical and chemical recycling expand margin capture and earnings growth potenal. 18
2025 Annual Report 19 Cyclyx Restructuring Subsequent to year-end, in early 2026, the Company completed a strategic restructuring of Cyclyx and redeemed its $50 million senior secured bond. These events are described to provide context on the Company’s current posion but did not impact the financial results for the year ended December 31, 2025. The restructuring of Cyclyx reflects a clear strategic shiſt toward a disciplined holding company model that deploys capital to investments with compelling risk/return profiles, eliminates unproducve cost, and builds financial flexibility to support long-term and profitable growth anchored by our European plaorm. FINANCIAL IMPACT Bond Redempon: Agilyx fully redeemed its $50 million senior secured bond on March 31, 2026. The redempon increases flexibility for financing of GreenDot assets and accelerated expansion. Cash Savings: Eliminates $67.5 million of future capex exposure, $8 million of annual opex for Agilyx share of Cyclyx G&A, and $7 million of annual interest expense. Lease Exposure: ~$32.7 million of lease liabilies associated with the Cyclyx operaons remain non-recourse to Agilyx ASA. Management is evaluang subleng opons to preserve oponality for C2 build. Financial Impact: The Cyclyx restructuring also resulted in a $128.6 million loss recognized in the profit and loss statement for Agilyx, primarily reflecng non-cash impacts including the Company’s share of losses from Cyclyx and the impairment of its investment.
2025 Annual Report 20 Agilyx enters 2026 with a clear strategic focus on scaling its European plaorm and delivering earnings growth from a more capital-efficient business model. The Company will priorize: • Scaling its European plaorm through GreenDot, benefing from structural demand driven by EU recycled-content mandates • Realizing earnings growth from recent acquisions including Forplast and RG Group • Execung a pipeline of value-accreve M&A opportunies GreenDot is expected to generate over EUR 20 million of EBITDA in 2026, reflecng the contribuon of recent acquisions, including Forplast and RG Group, operaonal improvements, and the connued scaling of higher-margin acvies across mechanical and chemical recycling. This target reflects GreenDot management esmates and is subject to market condions, integraon of recent acquisions, and regulatory developments. Summary and Outlook
Sustainability and Circular Economy
2025 Annual Report 22 Agilyx’s commitment to addressing sustainability challenges remains central to our mission. The Company operates across mechanical and chemical recycling, and proprietary technology development enabling the transion from linear to circular economic models, driving meaningful progress toward a sustainable, low-carbon future. MANAGEMENT APPROACH AND METHODOLOGY Stakeholder engagement connues to inform our sustainability strategy and disclosure pracces. Our 2025 reporng framework reflects ongoing refinement across several dimensions: United Naons Sustainable Development Goals Alignment Evaluated operaons against United Naons Sustainable Development Goals to ensure strategic coherence with global sustainability priories. Carbon Footprint Analysis Commissioned an independent Product Carbon Footprint study by Sphera Soluons confirming Styrenyx can reduce CO 2 emissions by up to 86% versus fossil-based producon (ISO 14067:2019 standards). Read the full report. R&D Infrastructure Opened the arcLABS to develop soluons for plasc waste characterizaon and processing, supporng our feedstock business and the plasc recycling industry at large. Explore arcLABS. Board Oversight Maintained structured dialogue between execuve leadership and the Board’s Sustainability Commiee on workforce development, diversity and inclusion, climate acon, employee safety, ethics, and culture, plus our feedstock business and the plasc recycling industry at large. Sustainability and Circular Economy MATERIALITY ASSESSMENT Our annual materiality review incorporates evolving business condions, regulatory developments, stakeholder priories, and emerging risks and opportunies. Stakeholder engagement acvies and key constuencies are detailed on pages 27-28. Consistent with European Sustainability Reporng Standards (ESRS) and the principle of double materiality, we have refined our approach to categorize material topics across Environmental, Social, and Governance dimensions. This framework evaluates both how sustainability factors affect our business and how our operaons impact society and the environment. Environmental • Climate change • Plasc waste • Circular economy • Green job creaon • Polluon from operaons • Water Social • Labor and human rights • Responsible procurement • Talent development • Diversity, equity, and inclusion • Financial performance Governance • Responsible procurement • Governance and ethics • Transparency and disclosure
2025 Annual Report 23 Climate Chemical recycling technologies represent a crical pathway toward decarbonizaon, transforming plasc waste into high-quality materials produced with substanally lower greenhouse gas emissions than fossil-based producon. Our most significant climate contribuon comes through scaled deployment of recycling infrastructure. Simultaneously, we maintain focus on operaonal responsibility —measuring and reducing our direct carbon footprint while conducng business in ways that minimize environmental harm. Climate objecves Agilyx has chosen not to establish formal climate targets at this stage. Instead, we focus on working alongside our customers and licensees to rigorously measure and document the carbon performance of our technologies as commercial projects scale and become operaonal. As our plaorm grows, we are strengthening our methodologies for tracking our operaonal GHG footprint, building internal systems that deliver comprehensive, consistent, transparent, and accurate emissions data. Agilyx reports Scope 1 and Scope 2 GHG emissions. Environmental performance Removing plasc waste from the waste stream and converng it into valuable materials sits at the heart of our business model. Our pyrolysis processes yield recycled feedstock and styrene monomer as primary outputs, while also producing secondary byproducts. We connue to explore opportunies to moneze these byproducts, reduce their environmental footprint, and enhance process efficiency to minimize their generaon. In 2025, our Tigard, Oregon, office operaons generated 1.1 ton CO 2 emissions based on energy consumpon. Total Scope 1 and Scope 2 emissions declined approximately 91% from 219.2 tonnes of CO 2 in 2024 to 20.7 tonnes CO 2 t in 2025. This significant reducon in emissions reflects the cessaon of operaons at the Regenyx facility. Excluding this impact, like-for-like emissions at Agilyx fully-owned operaons decreased by 32%. Circular/Environmental Agilyx’s business model centers on accelerang circular economy principles while managing the environmental footprint of our operaons. Sustainability and Circular Economy Scope 1 19.6 tonnes CO 2 t 1.1 tonnes CO 2 t Scope 2 2025 Scope 1 212.6 tonnes CO 2 t 6.6 tonnes CO 2 t Scope 2 2024 Industry Recognion CAPGEMINI NORDIC SUSTAINABILITY TECH AWARD Agilyx was selected as one of three 2025 finalists for Norway in the Capgemini Nordic Sustainability Tech Award, which celebrates organizaons across the Nordic region creang innovave technology soluons for a sustainable future. Styrenyx was recognized for its ability to turn used polystyrene back into its original building blocks for reuse in virgin-equivalent products — recovering value, removing waste from the environment, promong circularity, and delivering lower carbon emissions versus fossil-based producon. The award evaluates nominees on scalability and adoptability, technological leadership, business viability, greenhouse gas impact, and broader ESG impacts.
2025 Annual Report 24 Sustainability and Circular Economy Societal Solving complex challenges requires input from diverse voices across the value chain. By expanding our network of partners and stakeholders, we build more inclusive approaches and accelerate systemic change in plasc waste management. Chris Faulkner | Ph.D. During the 2025 academic year, Chris served as a guest lecturer at Vanderbilt University, where he explored topics such as plasc recycling, its current landscape, and pathways toward a more sustainable future. Agilyx remains commied to fostering strong partnerships with academic instuons and looks forward to further expanding these collaboraons. Collaborave partnerships Tackling the global plasc waste challenge requires alignment across mulple sectors. Agilyx engages with academic instuons, government enes, non-governmental organizaons, and industry groups to advance praccal, commercially viable soluons. Throughout 2025, we connued supporng recycling awareness and infrastructure development. Gender equity progress Advancing women’s representaon across leadership remains a priority. As of December 31, 2025, women represented 50% of Board members and 20% of our execuve team. Educaon and industry leadership Through educaon and engagement, we deepen public understanding of our mission and build broader support for recycling infrastructure. Members of our senior leadership team contribute to industry knowledge development through academic and professional channels. Workforce Development Our team is highly movated to address the global plasc waste challenge. Twenty four professionals work in an environment that priorizes collaboraon, innovaon, and professional growth. As an equal opportunity employer, we provide transparent hiring, training, and advancement opportunies. We maintain a culture of non-discriminaon, ensuring that every individual—regardless of race, gender, sexuality, religion, or naonality—has the opportunity to contribute, develop, and advance within the organizaon. MISSION, VISION, AND VALUES Our Mission, Vision, and Values framework was adopted in 2023, and these principles are integral to our operaons. Four core values shape daily decisions, guide collaboraon, and drive progress toward our mission and are not just aspiraonal statements, but the lived experience of our team as we work to transform the plascs economy. Be collaborave Be inclusive and work together in delivering quality soluons. Be responsible Be accountable for doing the right thing in the right way, acng with integrity and treang others with respect. Be safe Safety first and always. Be innovave Use our entrepreneurial passion to drive connuous improvement in our mission to end plasc waste and protect our environment.
2025 Annual Report 25 Sustainability and Circular Economy 8 25-34 YRS. 7 35-44 YRS. 5 45-55 YRS. 4 >55 YRS. 14 MALE 10 FEMALE 2025 WORKFORCE SNAPSHOT WORKFORCE BY AGE WORKFORCE BY GENDER FULL-TIME TOTAL EMPLOYEES 23 PART-TIME TOTAL EMPLOYEE 1 NEW HIRES 2 TERMINATIONS 4 TOTAL EMPLOYEES 24 22 U.S. 2 EUROPE Data is as of December 31, 2025 GENDER DISTRIBUTION PER JOB LEVEL EEO Group Descripon Total # # Female % Female # Male % Male Execuves and Senior Level Managers 5 1 20% 4 80% First/Mid-Level Managers 6 2 33% 4 67% Professionals 10 6 60% 4 40% Technicians 2 1 50% 1 50% Administrave Support 1 0 0% 1 100% Total/Average 24 10 42% 14 58% GENDER PAY COMPARISON EEO Group Descripon Execuves and Senior Level Managers Female earnings average -22% than male earnings First/Mid-Level Managers Female earnings average -37% than male earnings Professionals Female earnings average -35% than male earnings Technicians Female earnings average -11% than male earnings FPO PIE The exisng gender pay disparies within our organizaon are partly due to gender imbalance in certain roles, tenure, and specializaon. We are commied to conducng a comprehensive compensaon review and taking correcve acon to ensure equity and fairness across all roles, while also working to improve gender representaon in historically male-dominated funcons. The above data covers Agilyx ASA's wholly-owned operaons only and excludes GreenDot (46%-owned associate), which employs approximately 300 people across Germany, Austria, France, and Italy.
2025 Annual Report 26 Scope and Other Disclosures ESG POLICIES This sustainability report focuses on Agilyx’s wholly-owned operaons, documenng sustainability developments and priories throughout 2025. All quantave data covers the period from January 1, 2025 to December 31, 2025 unless noted otherwise. Strong corporate governance policies underpin responsible business management, supporng financial integrity and sustainable performance. These policies anchor our ESG framework and extend to all Agilyx enes and employees globally. Consistent with our governance commitment, we rounely assess and refine our policies to reflect evolving best pracces. Current versions of our codes and policies are accessible on our website. INSURANCE Agilyx and its subsidiaries maintain comprehensive insurance coverage for the company, its directors, and officers. This coverage protects against financial loss and defense costs related to claims of fiduciary duty breaches or dishonest conduct by directors, officers, and employees.
2025 Annual Report 27 Stakeholder Engagement Sustained progress on our strategic priories depends on acve engagement with stakeholders across our value chain. We maintain connuous dialogue with internal and external partners to inform decision- making and align our efforts with stakeholder needs. Throughout 2025, Agilyx engaged with the following stakeholder groups: STAKEHOLDER GROUP DESCRIPTION 2025 METHODS OF ENGAGEMENT KEY TOPICS Employees Our people are driven by our mission, vision and core values. Read more on page 24. • Internal communicaons • Company meengs • Internal events We focus on business strategy, financial performance, sustainability, professional development, and organizaonal culture. Value chain partners Companies across chemical and plascs industries, waste management and recycling sectors, transportaon, joint ventures, and packaging supply chains partner with Agilyx for advanced recycling soluons. They rely on us to develop innovave business models and scale proven technologies to commercial volumes. • In-person and virtual meengs, emails, phone calls • Conferences • Facility tours • Commercial negoaons • Operaonal audits As regulatory mandates for recycled content intensify— parcularly in Europe—our partners focus on feedstock quality, supply reliability, processing efficiency, and scalability of both mechanical and chemical recycling soluons. They seek technologies that deliver consistent output specificaons while meeng carbon reducon commitments. Government, regulatory bodies, and municipalies We maintain regulatory compliance and acvely engage in policy development for plasc recycling at local, naonal, and European levels. • Direct outreach via events and conferences • In-person meengs, wrien correspondence • Regulatory filings • Facility tours • Audits and inspecons Through the GreenDot plaorm in Europe, we operate within evolving regulatory frameworks including PPWR mandates, recycled-content requirements, and mass balance accounng rules. We work to advance praccal recycling infrastructure that supports circular economy objecves.
2025 Annual Report 28 Stakeholder Engagement STAKEHOLDER GROUP DESCRIPTION 2025 METHODS OF ENGAGEMENT KEY TOPICS Industry and trade associaons We acvely parcipate in associaons represenng chemical and mechanical recycling companies. • Memberships in the Associaon of Plascs Recyclers and the Polystyrene Recycling Alliance (PSRA) Our engagement helps advance understanding of chemical recycling technologies, shape supporve policy frameworks, and build industry alignment on technical standards and best pracces for both mechanical and chemical recycling pathways. Shareholders and investment community Our investor relaons program delivers transparent, comprehensive informaon about the Group’s financial performance, strategic direcon, and market posion to support informed investment decisions. • In-person and virtual meengs • Annual and extraordinary general meengs as required • Regular investor conference calls, webinars, and investor disclosures, including those on Oslo Børs NewsWeb and the IR secon of our website We manage inquiries and ensure mely responses to informaon requests. All investor communicaons are accessible on our website, per our disclosure policy. Non-governmental organizaons (NGOs) and instuons We collaborate with environmental advocates, academic and technical instutes, foundaons, and research organizaons focused on circular economy soluons. • Industry trade associaons • Meengs, conferences, educaonal events, collaboraon projects, research partnerships We engage with universies and federal research agencies, contribung experse to research. The opening of arcLABS in 2025 strengthens our ability to collaborate on waste characterizaon and processing innovaon. We monitor key publicaons and studies by NGOs and instuons to inform our approach.
2025 Annual Report 29 Agilyx aligns its business strategy with the United Naons Sustainable Development Goals (SDGs), using this framework to guide acon toward a sustainable, low-carbon future. By transforming plasc from a linear to a circular model, Agilyx acvely contributes to five SDGs and enables value chain partners to support two addional goals. #8 DECENT WORK AND ECONOMIC GROWTH Through our plaorms and partnerships, Agilyx supports valuable “green jobs” that contribute to economic growth while advancing environmental objecves. Our expanding European operaons through GreenDot and the opening of arcLABS in 2025 create skilled employment opportunies in the circular economy sector. #9 INDUSTRY, INNOVATION, AND INFRASTRUCTURE Agilyx invests in innovave recycling soluons and infrastructure to make post-use plasc management systems more circular, recovering plasc’s value repeatedly. In 2025, this included opening arcLABS, a state-of-the-art research facility for waste characterizaon and processing innovaon and advancing Styrenyx technology with third-party verified environmental performance data. #11 SUSTAINABLE CITIES AND COMMUNITIES Our feedstock plaorms engage with waste management authories and municipalies, advocang for expanded recycling infrastructure. #12 RESPONSIBLE CONSUMPTION AND PRODUCTION Agilyx directly supports SDG Target 12.5: “By 2030, substanally reduce waste generaon through prevenon, reducon, recycling and reuse.” Styrenyx technology enables closed-loop recycling of polystyrene, breaking it down into molecular building blocks that can be recycled repeatedly. Our feedstock management plaorms process materials that would otherwise be landfilled or incinerated, reintroducing them into the economy as valuable recycled content. #13 CLIMATE ACTION Advanced recycling technologies reduce society’s reliance on fossil fuels and support the transion to a lower-carbon economy. A third-party Product Carbon Footprint study by Sphera Soluons confirmed that Styrenyx can reduce CO₂ emissions by up to 86% compared to fossil-based styrene producon. SDG Mapping Value Chain Contribuons Agilyx has idenfied two addional SDGs that our value chain partners support through adopon of our technologies and feedstock soluons: #14 LIFE BELOW WATER Diverng plasc waste from landfills to feedstock processing facilies reduces plasc polluon in oceans and waterways. By creang economic pathways for materials that might otherwise enter marine environments, our plaorms contribute to reducing aquac plasc polluon. #15 LIFE ON LAND Agilyx enables efforts to reduce terrestrial plasc polluon by creang pathways that divert plasc waste from landfills into circular economy systems with lower CO₂ emissions. Feedstock plaorms and recycling technologies support waste reducon on land while delivering environmental benefits. Direct Contribuons The following five SDGs are directly connected to Agilyx’s operaons, technology plaorms, and strategic priories:
2025 Annual Report 30 Agilyx’s global operaons expose the group to diverse risks with potenal implicaons for strategic execuon and financial performance. Through proacve idenficaon, evaluaon, and migaon, our risk management framework builds resilience and supports long-term value creaon. Disciplined innovaon and growth require balancing financial and non-financial risks. Within Board-defined boundaries, leadership empowers employees to pursue strategic opportunies while maintaining appropriate risk controls. Recycling technologies operate in an evolving industry landscape, bringing inherent deployment and scaling challenges. Management acvely addresses these operaonal risks, though certain factors may materially influence Group performance and financial outcomes despite migaon efforts. Risk Management
2025 Annual Report 31 Risk Management RISK IMPACT MITIGATION Health & safety Storing, processing, and handling hazardous materials—including volale solvents and chemicals—creates potenal for serious injury, illness, or fatality. Employees, contractors, and surrounding communies face exposure risks. Incidents could also disrupt operaons and damage corporate reputaon. Safety performance drives decision-making across all Agilyx locaons. At our Tigard, Oregon facility and other sites, comprehensive standard operang procedures govern all acvies. Any employee can exercise “stop-work” authority when immediate hazards are idenfied. OSHA-recordable incidents receive thorough tracking and analysis. Regular training reinforces safety culture. Our commitment to connuous improvement targets zero process safety incidents. This target was met during 2025. Financial Business model transion requires careful liquidity management. Constrained access to favorable capital terms could limit strategic investments in feedstock infrastructure and technology development. Market volality, shiſting investor senment, foreign exchange exposure (notably EUR/USD), and interest rate fluctuaons add funding complexity. Disciplined financial planning, scenario modeling, and connuous capital monitoring guide liquidity management. Diversified funding sources—private placements, debt financing, strategic partnerships—provide flexibility. The early 2026 Cyclyx reorganizaon and $50 million bond redempon strengthened our balance sheet, enhancing financial resilience going forward. Technology Proprietary technologies and processes underpin compeve posioning. Unauthorized replicaon threatens market advantage and triggers costly legal responses. Scaling to new environments introduces implementaon uncertaines. Unforeseen challenges during deployment risk project delays, reputaonal harm, and financial setbacks. Intellectual property protecons expand connuously, with acve monitoring for potenal infringement. Early-stage engineering oversight in project development and commissioning idenfies challenges before they affect execuon. The 2025 opening of arcLABS enhances our ability to test and opmize processes prior to commercial deployment, reducing implementaon risk. Regulaon Complex regulatory frameworks spanning corporate tax, trade policy, and environmental law shape operaonal parameters. Circular economy momentum aligns with our mission, yet restricve changes pose threats. Facility construcon limitaons revised recycled content definions, or waste plasc transportaon restricons could constrain operaons. NGO advocacy for reduced plasc usage may drive unfavorable policy shiſts. Proacve policymaker and industry associaon engagement advances supporve recycling policies. We track legislave developments and coordinate with trade associaons to represent Group interests.
2025 Annual Report 32 Risk Management RISK IMPACT MITIGATION Operaons Complex technical projects and processing systems depend on customers’ and partners’ execuon capabilies. Internal Agilyx experse, independent contractors, engineering firms, and equipment suppliers form an interdependent operaonal ecosystem. Disrupons anywhere in this network significantly impact funconality and financial outcomes. Execuon risk also arises from scaling operaons across mulple geographies and business segments, parcularly in mechanical recycling and feedstock commercializaon. Close partner collaboraon establishes clear operaonal standards with connuous performance monitoring. Governance structures and conngency planning embedded in partnerships strengthen operaonal resilience and enhance project execuon quality. People Strategic objecves depend on aracng, retaining, and developing highly skilled professionals. Technical experse and innovaon capacity drive business success. Recruitment failures, ineffecve integraon, or inadequate professional development support reduce producvity, erode intellectual capital, increase hiring costs, and undermine organizaonal morale. Strengthened recruitment processes, talent management frameworks, and professional development programs support workforce quality and retenon. Regular compensaon and benefits benchmarking maintains compeve posioning in talent markets. Long- term incenve plans drive employee engagement and retain crical capabilies. Strategy Strategic misalignment with market trends, industry evoluon, and emerging opportunies produces significant financial consequences. Board and management must maintain alignment while priorizing capital allocaon and resource deployment effecvely. Disciplined decision-making sustains growth and migates risk. The Group is also exposed to polymer price volality, evolving recycling economics, and regulatory-driven demand. The chemical recycling sector remains nascent with uncertain pace of commercializaon. We conduct connuous strategic reviews that incorporate rigorous discussion to reflect the rapidly changing environment. Data-driven analysis supports strategic decisions. External experse enhances evaluaon quality when appropriate. The 2026 Cyclyx restructuring demonstrates disciplined porolio management and strategic adaptability in pracce.
2025 Annual Report 33 RISK IMPACT MITIGATION Cybersecurity Escalang data management and cybersecurity threats affect all industries. External aacks, internal breaches, or human error compromise sensive informaon, disrupt data integrity, or enable financial fraud. Consequences include reputaonal damage, revenue reducon, and regulatory penales. Advanced third-party security technologies—anvirus soſtware, malware protecon, and firewalls—strengthen IT infrastructure. Regular employee training and simulated cyberaack exercises build awareness and preparedness. Connuous threat monitoring and protocol adaptaon address evolving risks. Ongoing evaluaon of emerging technologies ensures alignment with evolving cybersecurity and governance frameworks. Joint Venture & Governance The Group operates through strategic partnerships, including minority or joint control posions. This creates governance complexity and may limit the Group’s ability to unilaterally direct key decisions. Misalignment with partners on capital allocaon, dividend policy, or strategic priories could impact value realizaon and cash flows. Acve engagement at board and shareholder levels ensures alignment with partners. Governance frameworks and economic incenves are designed to support coordinated decision-making. The Group connues to evaluate opportunies to increase ownership and influence in key plaorms where strategically appropriate. Risk Management
Governance
2025 Annual Report 35 Financial integrity, sustainable growth, and long-term value creaon rest on strong corporate governance foundaons. Supported by dedicated commiees, the Board maintains a corporate governance structure aligned with the Norwegian Code of Pracce for Corporate Governance. Recent years have brought significant strategic evoluon. Clear policies and open communicaon have steered the organizaon through important decisions, streamlining operaonal complexity, forfying our financial posion, and channeling resources toward our European growth engine. Governance must adapt as strategy shiſts. As we sharpen our focus and pursue disciplined expansion, our oversight pracces connue maturing to match the Company’s trajectory. BOARD COMPOSITION At the 2024 Annual General Meeng, shareholders elected a Board for a two-year term in full compliance with the Norwegian Public Companies Act. Throughout 2025, this composion held steady, delivering stability during a period of strategic recalibraon. I’m privileged to connue serving as Chair and supporng our talented team as they execute this refined direcon. The breadth of experience around our Board table—covering finance, operaons, sustainability, and internaonal markets— equips us to provide meaningful guidance through this evoluon. Board member profiles appear on page 36. Chair’s Introducon Peter Norris Chair of the Board GOVERNANCE FRAMEWORK Accountability and transparency connue to drive our governance approach. Agilyx operates under a corporate governance regime aligned with the Norwegian Corporate Governance Code, structured around the Board of Directors, execuve management, and three Board commiees: Audit, Compensaon, and Sustainability. Each commiee operates under the leadership of a designated chair. Addionally, pursuant to the Arcles of Associaon, our Nominaon Commiee proposes candidates for Board and commiee posions while collaborang with the Compensaon Commiee to recommend remuneraon for directors and commiee chairs. Looking ahead, we remain commied to evolving our governance pracces to support strategic execuon while maintaining the rigorous oversight standards our stakeholders expect. As we scale our European operaons and navigate an evolving regulatory landscape, strong governance provides the foundaon for sustainable value creaon. 35
2025 Annual Report 36 Our Board Steen Jakobsen Chair, Compensaon Commiee Steen is an investor and advisor in economics and trading, building his career at the intersecon of markets, strategy, and leadership experience for over 25 years across key markets in Europe and North America. He serves on boards across energy, finance, and sustainability sectors. He is known for his “Outrageous Predicons” annual publicaon, which challenges market consensus and is regularly featured in financial media. PREVIOUS EXPERIENCE Swiss Bank Corp, Cibank, Chase Manhaan, UBS, Chrisania Bank (now Nordea) Catherine C. Keenan Chair, Sustainability Commiee Catherine brings 38 years of execuve experience in the chemicals and plascs industry, with deep experse in strategy development, government and public affairs, sustainability, crisis management, stakeholder engagement, branding, and reputaon management. Her career has focused on navigang complex regulatory environments and advancing sustainability iniaves within global organizaons. PREVIOUS EXPERIENCE Trinseo, Dow Chemical, Catherine C. Keenan LLC Carolyn Clarke Chair, Audit Commiee Carolyn is a chartered accountant and member of the council of the Chartered Instute of Internal Auditors. Over 21 years, she has held diverse leadership posions developing deep experse in audit, risk management, internal controls, and financial governance across mulple sectors. PREVIOUS EXPERIENCE PwC, Centrica plc, Brave Consultancy, Care Internaonal U.K., Starling Bank Peter Norris Chair of the Board Peter serves as Chairman of Virgin Group Holdings Limited, bringing more than 45 years of experience in investment banking and business management. His career spans leadership roles at premier financial instuons where he developed experse in strategic investments, corporate governance, and value creaon. PREVIOUS EXPERIENCE Barings, Goldman Sachs, Quayle Munro Holdings Plc
2025 Annual Report 37 Our Management Team Ranjeet Bhaa Chief Execuve Officer (CEO) Ranjeet has been an acve shareholder in Agilyx since leading Saffron Hill’s investment in the company’s first instuonal funding round in 2009, serving on Agilyx’s Board before his appointment as CEO in 2024. While managing Saffron Hill Ventures, he led investments across various industries, including bio-pescides, sustainable texles, e-commerce, and soſtware. He currently serves on the Boards of Coyuchi Inc., Saffron Hill Ventures Ltd., GreenDot Global Sarl, and Cyclyx Internaonal Ltd. PREVIOUS EXPERIENCE Loot Ltd., Image Metrics, Faceware Technologies, Marrone Bio Innovaons, Booz-Allen & Hamilton, Dyncorp Bertrand Laroche Chief Financial Officer (CFO) Bertrand joined Agilyx in December 2023 to lead Corporate Development and was appointed CFO in July 2024. He oversees the Company’s financial strategy, capital markets acvies, and corporate growth iniaves, and works closely with GreenDot’s management team on the development and expansion of its European recycling plaorm. PREVIOUS EXPERIENCE BNP Paribas’ Principal Investment Group, Modern Mill Chris Faulkner Chief Technology Officer (CTO) Chris brings over 20 years of technical and organizaonal experse spanning engineering, process development, analycs, and operaons management. His experience encompasses delivering complex products and operang assets across chemicals and advanced materials sectors, with focus on scaling technologies from development through commercial deployment. PREVIOUS EXPERIENCE The Mosaic Company, ClearEdge Power Jessica Fletcher Vice President of Engineering and Project Management Jessica brings more than 25 years of engineering and project management experience to Agilyx, where she has been instrumental in developing the company’s project management and execuon framework. She has led numerous client projects from feasibility studies through commissioning, with deep experse in process engineering for complex chemical and pharmaceucal facilies. PREVIOUS EXPERIENCE Dow Chemical, Jacobs Engineering
2025 Annual Report 38 Corporate Governance Report 3. EQUITY AND DIVIDENDS • The Board receives specific authorizaons from general meengs to increase share capital and buy back shares, with each authorizaon remaining valid unl the subsequent annual meeng and no later than June 30, of the following year. • At the 2025 Annual General Meeng, authorizaon was granted to issue 22,097,200 shares, providing flexibility to raise further capital to fund future growth for the business. During the year, the business issued 15,793,752 new ordinary shares. • At the same General Meeng, authorizaon was granted to purchase the Company’s own shares up to an aggregate nominal value of NOK 220,972 to opmize capital structure, facilitate business acquisions, and sele employee opons. 4. EQUAL TREATMENT OF SHAREHOLDERS • The Company maintains a single share class, with each share conferring one vote. All share transacons occur at market price, aligned with the Oslo Stock Exchange best pracces. Our Code of Ethics and Business Conduct, which extends to Board members and is available on our website, addresses related party transacons. • During 2025, no material related party transacons occurred. 5. SHARES AND NEGOTIABILITY • Agilyx ASA shares trade on the main board of Oslo Børs without transfer restricons. 6. GENERAL MEETINGS • Shareholders exercise their fundamental rights through general meengs. We structure these gatherings to maximize parcipaon, creang an effecve plaorm for shareholder engagement, viewpoint expression, and contribuon to crical decisions. • Under our Arcles of Associaon, the Company provides wrien noce to all shareholders with registered addresses regarding General Meengs. Complete documentaon is available on our website and by mail upon request. Shareholders may aend personally, vote directly, or designate proxy representaves. They retain the right to propose resoluons for agenda consideraon. The Company requires noficaon from aending shareholders at least two working days before each meeng. Following best pracce, Director elecon votes are conducted individually for each nominee. • Throughout 2025, the Board maintained minimum 40% female representaon as required under Norwegian law. Further details about our Board composion appear on page 36. Strong corporate governance forms the foundaon for shareholder value creaon and ensures robust internal controls and management structures across the organizaon. 1. IMPLEMENTATION AND REPORTING OF CORPORATE GOVERNANCE • Systems, processes, and controls that protect shareholders and stakeholders—including employees, suppliers, and customers—comprise our corporate governance framework. Codes and policies approved by the Board of Directors or General Meeng minutes are accessible on our website. • Having adopted the Corporate Governance Code, this report secon follows the Code of Pracce, including the comply or explain provision. 2. BUSINESS • Feedstock and technology soluons advance plasc recycling at scale, tackling the global challenge of plasc waste through innovave commercial pathways. Detailed informaon on our business model, market dynamics, and strategic priories appears in the strategic report starng on page 4. The Board conducts annual reviews of the Group’s strategic trajectory and risk exposure.
2025 Annual Report 39 Corporate Governance Report 7. NOMINATION COMMITTEE • Aligned with the Corporate Governance Code, the Company operates a Nominaon Commiee elected by shareholders at general meengs. Two members serve on the Commiee: Pieter Taselaar and Tom Lileng. These members maintain independence from the Board and execuve leadership. • The Nominaon Commiee’s mandate includes proposing shareholder-elected Board members and their compensaon, as well as recommending Nominaon Commiee members. The Commiee’s charter is published on our website. 8. BOARD COMPOSITION AND INDEPENDENCE • Under the Company’s arcles of associaon, the Board comprises between two and eight shareholder-elected members. The general meeng elects the Board Chair following Nominaon Commiee recommendaons. Members serve two-year terms. During 2025, four members constuted the Board, all elected by shareholders . Each Board member maintains independence from the Group’s execuve leadership and significant business partners. • The Board holds adequate experse and capacity to fulfill its governance responsibilies effecvely. • In addion to these meengs, extraordinary Board meengs were convened as needed. • Note 16 details Board member shareholdings. TENURE DIRECTORS No. % 2-5 years 2 50% 5+ years 2 50% BOARD ATTENDANCE IN ORDINARY MEETINGS Ordinary meengs aended % Peter Norris 6/6 100% Carolyn Clarke 6/6 100% Catherine Keenan 6/6 100% Steen Jakobsen 6/6 100% EXPERIENCE OF THE BOARD Chemicals Waste Sustainability Finance Corporate governance Growth businesses Peter Norris X X X Carolyn Clarke X X Catherine Keenan X X X X Steen Jakobsen X
2025 Annual Report 40 Corporate Governance Report 11. REMUNERATION OF THE BOARD OF DIRECTORS • The Nominaon Commiee proposes the remuneraon for members of the Board, which 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. The Board’s remuneraon is not linked to Company performance. Please see note 5 for the remuneraon details. 12. SALARY AND OTHER REMUNERATION FOR EXECUTIVE PERSONNEL • The Board establishes principles governing management compensaon policy and directly determines the CEO’s salary and benefits. Management salary and employment terms remain compeve to aract and retain skilled leadership. Compensaon varies according to local market condions and reflects factors including posion, experse, experience, conduct, and performance. The remuneraon policy is accessible on our website. • A Compensaon Commiee appointed by the Board monitors decisions concerning management remuneraon, terms, and condions. The Compensaon Commiee Charter is available on our website. 13. INFORMATION AND COMMUNICATIONS • The Company publishes an annual financial calendar idenfying dates for Annual Report release, Half-Year Results announcements, and the Annual General Meeng. • Financial reports and disclosures ensure shareholders, investors, and stakeholders receive equal access to accurate, transparent, and mely informaon. Our latest reports and presentaons can be found on our website. 14. TAKE-OVERS • Agilyx’s guidelines and pracces align with the Corporate Governance Code. 15. AUDITOR • Shareholders elect the independent auditor at the General Meeng to audit Group accounts. The independent auditor parcipates in Audit Commiee meengs, presenng annual audit plans, and meets with the Board of Directors at least annually without senior management present. • During 2026, the Company iniated a formal external auditor selecon process led by the Audit Commiee, following the current auditor’s decision to step down aſter compleon of the 2025 audit, in connecon with its acquision by a firm that does not serve publicly listed audit clients. The Audit Commiee is overseeing a structured tender process and will make a recommendaon to the Board and shareholders ahead of the Annual General Meeng. 9. THE WORK OF THE BOARD OF DIRECTORS • Ulmate responsibility for Company management rests with the Board and execuve leadership. Under Norwegian law, the Board oversees general operaons and daily business management, ensuring appropriate organizaonal structure, developing strategic plans and budgets, implemenng adequate acvity controls, maintaining proper accounng and asset management oversight, and conducng necessary invesgaons to discharge its dues. Addional informaon regarding the Board’s responsibilies and procedural rules is published on our website. • Execuve management handles daily operaonal oversight in accordance with Norwegian law and Board direcves. The CEO bears responsibility for maintaining Company accounts consistent with Norwegian legislaon and regulaons, while managing Company assets prudently. • Three Board subcommiees—Audit, Sustainability, and Compensaon—operate independently from management, providing specialized oversight in their respecve domains. • The Board conducts periodic assessments of Board and management performance following established best pracces. 10. RISK MANAGEMENT AND INTERNAL CONTROL • The Board and management view the quality of risk management and internal control systems, including ESG consideraons, as strategically crical. These frameworks integrate into management’s decision-making processes and constute fundamental elements of organizaonal structure and operaonal procedures. Material risks and corresponding migaon strategies are detailed on page 30.
2025 Annual Report 41 Audit Commiee Report Three members serve on the Audit Commiee: Carolyn Clarke (Chair), Catherine Keenan, and Peter Norris PURPOSE AND RESPONSIBILITIES The Audit Commiee provides Board oversight across crical financial and risk management domains, including: • Accounng and financial reporng integrity: Ensuring accuracy and reliability of financial statements and reporng processes • Risk management and internal control systems: Maintaining robust frameworks for idenfying and migang organizaonal risks • External audit oversight: Monitoring the statutory audit process, evaluang auditor independence and performance, and reviewing compliance monitoring procedures • Code of conduct governance: Overseeing ethical standards and conduct policies The Audit Commiee retains authority to invesgate any maer within its purview and may engage external legal, accounng, or advisory specialists as circumstances require. Carolyn Clarke Audit Commiee Chair “As the Company evolves its business model, rigorous financial oversight and risk management provide the foundaon for sustainable growth.” AUDIT COMMITTEE ATTENDANCE Meengs aended % Carolyn Clarke 6/6 100% Catherine Keenan 6/6 100% Peter Norris 6/6 100%
2025 Annual Report 42 Sustainability Commiee Report Two members serve on the Sustainability Commiee: Catherine Keenan (Chair) and Carolyn Clarke. PURPOSE AND RESPONSIBILITIES The Sustainability Commiee provides Board-level oversight of the Company’s sustainability strategy and iniaves. Core responsibilies include: • Sustainability strategy and program oversight: Overseeing and reviewing the strategic direcon related to sustainability policies and programs, including safety, environmental, climate, talent management, public affairs, and corporate responsibility programs • Performance and goal oversight: Overseeing the development of, and assessing progress on, programs and Company goals and targets related to environmental performance, sustainability, climate change, social performance, and governance • Public policy, regulatory, and stakeholder maers: Reviewing external public policy, regulatory, and government affairs issues and trends that may affect the Company Catherine Keenan Sustainability Commiee Chair “Sustainability has evolved from a compliance funcon to a core business driver. Our Sustainability Commiee ensures environmental and social consideraons are embedded in strategic decision-making across the organizaon. ” SUSTAINABILITY COMMITTEE ATTENDANCE Meengs aended % Catherine Keenan 6/6 100% Carolyn Clarke 6/6 100%
2025 Annual Report 43 Compensaon Commiee Two members serve on the Compensaon Commiee: Steen Jakobsen (Chair) and Catherine Keenan. Other directors are invited to parcipate as needed. PURPOSE AND RESPONSIBILITIES The Compensaon Commiee provides Board oversight of execuve compensaon and remuneraon frameworks. Primary responsibilies include: • Compensaon policy development and execuon: Establishing, implemenng, and execung compensaon policies and programs for the Board and Management • Management remuneraon review: Evaluang and endorsing Management’s recommendaons concerning the Group’s remuneraon structure • Regulatory compliance: Ensuring the Group’s Remuneraon Report complies with Secon 6-16a of the Public Limited Companies Act; the report is accessible on our website. Steen Jakobsen Compensaon Commiee Chair “Effecve compensaon governance aligns leadership incenves with long-term strategic execuon and shareholder value creaon.”
2025 Performance
2025 Annual Report 45 Audit Report RSM Norge AS Ruseløkkveien 30, 0251 Oslo Pb 1312 Vika, 0112 Oslo Org.nr: 982 316 588 MVA T +47 23 11 42 00 F +47 23 11 42 01 www.rsmnorge.no To the General Meeting of Agilyx ASA 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 129 593 916 in the financial statements of the parent company and a loss of USD 148 016 502 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 2025, the income statement, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, and • the consolidated financial statements of Agilyx ASA and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2025, the income statement, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information. 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 2025, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU, and • the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Audit Committee. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) as applicable to audits of financial statements of public interest entities, 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 nonaudit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. We have been the auditor of Agilyx ASA for 7 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.
2025 Annual Report 46 Audit Report Key Audit Matters How our audit addressed the Key Audit Matters Investment in associate – Impairment of Cyclyx As at 31 December 2025 the carrying amount of the Group’s investment in the associated entity Cyclyx International LLC (Cyclyx) was USD 0 due to an impairment charge of USD 26 667 289 recognized in the statement of comprehensive income in 2025. Investment in associate are tested for impairment whenever events or changes in circumstances give rise to indicators that the carrying value of the investment may not be recoverable. When the carrying value of an investment in an associated entity exceeds its recoverable amount (i.e. the higher value in use and fair value less costs to sell), the investment is impaired accordingly. Per 31 December 2025, management’s impairment assessment identified impairment indicators related to the investment in Cyclyx, resulting in a full impairment of the investment. Furthermore, the Group’s share of net loss of the Cyclyx investments accounted for using the equity method of USD 101 916 148 was recognized in the statement of comprehensive income in 2025. We focused on the carrying value of Investment in associate as these assets constitute a material share of the Group’s total assets prior to the impairment, and because estimates for the recoverable amount requires application of significant judgement by management. Refer to note 17 to the consolidated financial statements for further information on investment in associate. We requested and reviewed management’s impairment assessment related to investment in associate and evaluated whether the assessment was performed according to IAS 28 Investment in associates and joint ventures and IAS 36 Impairment of assets. Our review focused on identifying whether any indicators of impairment related to the investment in Cyclyx existed. Based on our review of the documentation presented to us by management, we found that the assessment of impairment indicators was reasonable and consistent with our understanding of the business and the industry. Lastly, we evaluated the information provided in note 17 to the consolidated financial statements and found it to be adequate and appropriate. Investment in associate – Purchase of GreenDot Agilyx ASA entered into share purchase agreement on 17 July 2025 with the shareholders of GreenDot Global S.à.r.l. (GreenDot) for the acquisition of 49.99% of the shares in GreenDot. A subsequent cash injection in GreenDot diluted the ownership stake to 46.00%. The purchase price, including cash contribution, was USD 53 878 868. As of 31 December 2025 the carrying amount is USD 48 546 064. Note 17 discloses details of the transaction, including the cost of acquisition. The audit of the accounting for this acquisition is a key audit matter due to the size of the acquisition and significant assumptions and judgements required by management for the treatment of the transaction. We requested and reviewed management’s assessment related to investment in associate and evaluated whether the assessment was performed according to IAS 28, Investment in associates and joint ventures. Our work included, but was not limited, to the following procedures: Reviewing key executed transaction documents to understand the key terms and conditions of the transaction. Evaluating the assumptions and methodology in management’s determination of the fair value of assets and liabilities. Evaluating management’s assessment of the difference between the cost of the investment and entity’s share of the net fair value of GreenDot’s identifiable assets and liabilities which have been identified to a) goodwill and/or b) other excess value. Assessing the adequacy of related disclosures in Note 17 to the financial statements. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report. 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. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report otherwise appear to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report. We have nothing to report in this regard.
2025 Annual Report 47 Audit Report Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report • is consistent with the financial statements and • contains the information required by applicable statutory requirements. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. • evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. • obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
2025 Annual Report 48 Audit Report 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 5493000E25PBC2PXV881-2025-12-31-1-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 55 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 Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects, the financial statements included in the annual report have been prepared in compliance with ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial information”. The standard requires us to plan and perform procedures to obtain reasonable assurance about whether the financial statements included in the annual report have been prepared in compliance with the ESEF Regulation. Oslo, 28 April 2026 RSM Norge AS Lars Løyning State Authorised Public Accountant As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial statements are presented in XHTMLformat. We evaluate the completeness and accuracy of the iXBRL tagging of the consolidated financial statements and assess management’s use of judgement. Our procedures include reconciliation of the iXBRL tagged data with the audited financial statements in humanreadable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. RSM Norge AS (company number 982316588), RSM Advokatfirma AS (company number 914095573), RSM Norge Kompetanse AS (company number 925107492). RSM Advokatfirma AS and RSM Norge Kompetanse AS are affiliates of RSM Norge AS. RSM Norge AS is a member of the RSM Network and trades as RSM. RSM is the trading name used by the members of the RSM Network. Each member of the RSM Network is an independent assurance, tax and consulting firm each of which practices in its own right. The RSM network is not itself a separate legal entity of any description in any jurisdiction.
2025 Annual Report 49 Financial Statements AGILYX ASA PARENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the Period Ended December 31 (Amounts in USD) Parent Group 2024 2025 Note Operang revenue and operang expenses 2024 2025 - - 3 Revenue 1,009,813 1,214,525 - - 4 Cost of goods and services 976,786 2,921,670 - - Gross margin 33,027 (1,707,145) - - Research costs 2,275,351 1,330,177 - - Sales and markeng 566,606 149,308 1,341,673 3,346,343 General and administrave 7,654,120 10,120,843 1,341,673 3,346,343 4, 5 Total operang expenses 10,496,077 11,600,328 (1,341,673) (3,346,343) Operang profit (loss) (10,463,050) (13,307,473) Financial income and financial expenses - (5,326,803) 17 Share of loss of equity accounted associates (8,769,502) (107,242,952) - - 9, 17 Impairment of investment in associate (49,382) (26,667,289) - (119,529,453) Impairment in shares of subsidiaries - - - - Impairment of Regenyx receivable (664,400) - (1,798,901) 5,890,552 14, 20 Fair value gain (loss) on financial instruments (1,798,901) 5,890,552 678,662 1,956,694 19 Interest income 722,277 2,063,439 (773,185) (8,173,092) 19 Interest expense (795,174) (8,220,082) 4,416 - Other financial income 6,961 265,186 (20,807) (1,065,471) Other financial expense (228,301) (797,883) (1,909,815) (126,247,573) Net financial items (11,576,422) (134,709,029) (3,251,488) (129,593,916) Profit before income tax (loss) (22,039,472) (148,016,502) - - Income tax expense - - Directors’ Responsibility Statement Ranjeet Bhaa CEO Catherine C. Keenan Board Member Peter Norris Chairman Carolyn Clarke Board Member Steen Jakobsen Board Member The Board of Directors and the Chief Execuve Officer have reviewed and approved the Board of Directors’ report, which incorporates the strategic and governance reports, and the consolidated and separate annual financial statements for Agilyx ASA as of 31 December 2025 (Annual Report 2025). 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 2025 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 December 31, 2025 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. In accordance with the Accounng Act § 2-2, we confirm that the financial statements have been prepared under the assumpon of going concern. This assumpon is based on profit forecasts for the year 2026 and the Group’s long-term strategic forecasts. The Group’s economic and financial posion is sound. Oslo, Norway • April 28, 2026
2025 Annual Report 50 AGILYX ASA PARENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONT.) For the Period Ended December 31 (Amounts in USD) Parent Group 2024 2025 Note 2024 2025 (3,251,488) (129,593,916) Profit for the period (loss) (22,039,472) (148,016,502) - - Other Comprehensive Income (loss) - items that will or may be reclassified to profit or loss - Foreign Currency Translaon 111,740 (228,287) (3,251,488) (129,593,916) Total comprehensive income (loss) for the period (21,927,732) (148,244,789) Loss for the period aributable to: Equity holders of the parent (22,039,472) (148,041,760) 17 Non-controlling interest - 25,258 (22,039,472) (148,016,502) Total comprehensive loss for the period aributable to: Equity holders of the parent (21,927,732) (148,270,047) 17 Non-controlling interest - 25,258 (21,927,732) (148,244,789) 23 Earnings per share, basic and diluted (0.22) (1.31) AGILYX ASA PARENT AND CONSOLIDATED Balance Sheet as of December 31 (Amounts in USD) Parent ASSETS Group 2024 2025 Note Non-current assets 2024 2025 - - 6 Intangible assets 2,673,802 2,495,053 - - 7 Property, plant and equipment 851,571 650,520 - - 8 Right of use asset 924,809 705,762 104,296,147 4,749,619 17 Shares in subsidiaries - - - 48,546,064 17 Investment in associate 126,733,437 48,546,064 - - Other non-current assets 53,784 17,982 104,296,147 53,295,683 Total non-current assets 131,237,403 52,415,381 Current assets - - 10, 17 Accounts receivable 590,377 530,259 - - 11 Inventory 4,811 4,811 - - Deferred project costs 2,451,619 - 6,939 6,939 Prepaid expenses and other current assets 174,169 190,381 40,188,255 40,000,000 19 Restricted cash 40,188,255 40,000,000 17,227,016 4,342,543 Cash and cash equivalents 18,135,934 5,619,416 57,422,210 44,349,482 Total current assets 61,545,165 46,344,867 161,718,357 97,645,165 TOTAL ASSETS 192,782,568 98,760,248 LIABILITIES AND EQUITY Equity 188,851 219,936 16 Share capital 188,851 219,936 111,001,329 141,510,377 Share premium 111,001,329 141,510,377 9,414,920 9,837,821 Addional paid-in capital 9,414,920 9,837,821 120,605,100 151,568,134 Total paid-in equity 120,605,100 151,568,134 (16,383,334) (145,977,250) Retained earnings 19,309,683 (128,732,077) - - Foreign currency translaon reserve (112,118) (340,405) - - Non-controlling interest - 25,258 104,221,766 5,590,884 Total equity 139,802,665 22,520,910
2025 Annual Report 51 AGILYX ASA PARENT AND CONSOLIDATED (CONT.) Balance Sheet as of December 31 (Amounts in USD) Parent Group 2024 2025 Note 2024 2025 Liabilies Non-current liabilies - - 8 Lease liability 676,027 564,231 45,002,264 46,968,274 19 Bond payable, net of discount 45,002,264 46,968,274 - 27,349,000 20 Subordinated converble debt - 27,349,000 5,092,107 - 14 Warrant liability 5,092,107 - 50,094,371 74,317,274 Total non-current Liabilies 50,770,398 74,881,505 Current liabilies 376 411 12 Accounts payable 207,796 120,684 894,168 681,091 13 Accrued expenses and other current liabilies 1,685,185 1,128,294 6,507,676 17,055,505 17 Payables to group companies - - - - 21 Contract liability 170,268 8,528 - - 8 Lease liability 146,256 100,327 7,402,220 17,737,007 Total current liabilies 2,209,505 1,357,833 57,496,591 92,054,281 TOTAL LIABILITIES 52,979,903 76,239,338 161,718,357 97,645,165 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 192,782,568 98,760,248 Ranjeet Bhaa CEO Catherine C. Keenan Board Member Peter Norris Chairman Carolyn Clarke Board Member Steen Jakobsen Board Member Oslo, Norway • April 28, 2026 AGILYX ASA PARENT AND CONSOLIDATED STATEMENTS OF CASH FLOWS Statements of Cash Flows For the Period Ended December 31 (Amounts in USD) Parent Group 2024 2025 Note 2024 2025 (3,251,488) (129,593,916) Profit (loss) for the period before income tax (22,039,472) (148,016,502) - - 6, 7 Depreciaon and amorsaon 515,913 426,737 - - 8 Amorsaon on ROU assets 260,653 219,047 - - Asset impairment 1,042,545 - - 5,326,803 17 Share of loss of equity accounted associates 8,769,502 107,242,952 - 119,529,453 17 Impairment of investment in Agilyx Corporaon - - - - 9, 17 Impairment of investment in Cyclyx 49,382 26,667,289 - - Impairment of Regenyx receivable 664,400 - - - Equity seled share based payment (17,369) 422,901 - 8,216,566 Bond interest and related costs using effecve interest method - 8,216,566 1,798,901 (5,890,552) 14 Fair value (gain) loss on financial instruments 1,798,901 (5,890,552) 699,185 - Interest expense 795,174 - Changes in: - - 10 Accounts receivable (665,897) 60,119 - - 11 Inventory (4,811) - - - Prepaid expenses and other assets 449,710 19,461 - - Deferred project costs (285,892) 2,451,619 2,431,094 11,364,253 12, 13, 17 Accounts payable, accrued and other liabilies (1,424,684) 452,525 - - 21 Contract liability 170,268 (161,740) 22,324 (204,361) Other ming differences (47,347) (435,042) 1,700,016 8,748,246 Net cash from operaons (9,969,024) (8,324,620) (32,857,631) (19,000,000) Cash contribuon from parent to subsidiaries - - - (24,436,333) 17 Investment in GreenDot Global - (24,436,333) - (560,024) 17 Plastyx Limited investment - - - - 9 Regenyx investment funding (49,382) - - - Cyclyx investment funding (22,500,000) (1,850,000) - - 7 Purchases of property and equipment (45,925) (46,937) (32,857,631) (43,996,357) Net cash from investments (22,595,307) (26,333,270)
2025 Annual Report 52 AGILYX ASA PARENT AND CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.) Statements of Cash Flows For the Period Ended December 31 (Amounts in USD) Parent Group 2024 2025 Note 2024 2025 39,072,787 - Proceeds from capital increases 39,072,787 - (1,304,926) - Costs related to capital increases (1,304,926) - (40,188,255) 188,255 19 Restricted cash (40,188,255) 188,384 47,480,834 - Proceeds from bond issuance, net 47,480,834 - (2,634,698) - Costs related to the bond (2,634,698) - - (6,750,000) Interest paid on bonds - (6,750,000) - 28,113,407 20 Proceeds from subordinated converble debt - 28,113,407 - 811,976 Proceeds from opons and warrant exercises - 811,976 - - 8 Principal paid on lease liabilies (219,857) (157,725) - - 8 Interest paid on lease liabilies (33,252) (64,670) 42,425,742 22,363,638 Net cash from financing 42,172,633 22,141,372 11,268,127 (12,884,473) Net increase (decrease) in cash and cash equivalents 9,608,302 (12,516,518) 5,958,889 17,227,016 Cash and cash equivalents at beginning of the period 8,527,632 18,135,934 17,227,016 4,342,543 Cash and cash equivalents at end of the period 18,135,934 5,619,416 Non-cash disclosure: - (29,436,535) Equity investment in GreenDot Global - (29,436,535) - 29,290 Share capital - 29,290 - 29,407,245 Share premium - 29,407,245 CONSOLIDATED STATEMENT OF CHANGES IN GROUP EQUITY Note Group Group equity Share capital Share premium Addional paid-in capital Retained earnings Foreign currency translaon Total aributable to equity holders of the parent Non- controlling interest Total Balance, December 31, 2023 162,269 73,239,523 9,432,289 41,349,155 (223,858) 123,959,378 - 123,959,378 Proceeds from private placement, net 26,582 37,761,806 - - - 37,788,388 - 37,788,388 Equity seled share based payment 5 - - (17,369) - - (17,369) - (17,369) Other comprehensive income - - - - 111,740 111,740 - 111,740 Net result for the year - - - (22,039,472) - (22,039,472) - (22,039,472) Balance, December 31, 2024 188,851 111,001,329 9,414,920 19,309,683 (112,118) 139,802,665 - 139,802,665 Shares issued to acquire investment in associate 29,290 29,407,245 - - - 29,436,535 - 29,436,535 Proceeds from exercise of warrants 14 1,544 810,432 - - - 811,976 - 811,976 Conversion of debt 20 251 291,371 - - - 291,622 - 291,622 Equity seled share based payment 5 - - 422,901 - - 422,901 - 422,901 Other comprehensive income (loss) - - - - (228,287) (228,287) - (228,287) Net result for the year - - - (148,041,760) - (148,041,760) 25,258 (148,016,502) Balance, December 31, 2025 219,936 141,510,377 9,837,821 (128,732,077) (340,405) 22,495,652 25,258 22,520,910
2025 Annual Report 53 CONSOLIDATED STATEMENT OF CHANGES IN PARENT EQUITY Note Parent Parent equity Share capital Share premium Addional paid-in capital Retained earnings Total Balance, December 31, 2023 162,269 73,239,523 9,432,289 (13,131,846) 69,702,235 Proceeds from private placement, net 26,582 37,761,806 - - 37,788,388 Equity seled share based payment 5 - - (17,369) - (17,369) Net result for the year - - - (3,251,488) (3,251,488) Balance, December 31, 2024 188,851 111,001,329 9,414,920 (16,383,334) 104,221,766 Shares issued to acquire investment in associate 29,290 29,407,245 - - 29,436,535 Proceeds from exercise of warrants 14 1,544 810,432 - - 811,976 Conversion of debt 20 251 291,371 - - 291,622 Equity seled share based payment 5 - - 422,901 - 422,901 Net result for the year - - - (129,593,916) (129,593,916) Balance, December 31, 2025 219,936 141,510,377 9,837,821 (145,977,250) 5,590,884
2025 Annual Report 54 Notes to Accounts
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 (USA) 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 IFRS Accounng Standards as issued by the Internaonal Accounng Standards Board as adopted by the European Union (collecvely IFRS Accounng Standards).
The US Dollar is the presentaon currency of the Agilyx Group. All foreign operaons use local currency as their funconal currency.
The consolidated financial statements have been prepared on a historical cost basis, except for warrants and subordinated converble bonds, which have been measured at fair value (see Note 14 and 20).
The parent accounts are separate financial statements prepared in accordance with IFRS Accounng Standards.
The consolidated financial statements of the Agilyx Group for the fiscal year 2025 were approved by the Board of Directors
on April 27, 2026.
The financial statements have been prepared under the assumpon of going concern. This assumpon is based on cash flow forecasts for the year 2026 and the Group’s long-term strategic forecasts. At December 31, 2025, the Group held unrestricted cash of $5.6 million and restricted cash of $40.0 million held in escrow under the Secured Green Bond. The Group incurred a total comprehensive loss of $148.2 million and used $8.3 million of cash in operang acvies. Principal borrowings comprised a $50.0 million Secured Green Bond maturing November 2027 and a EUR 23.3 million subordinated converble bond maturing June 2028.
Subsequent to the balance sheet date, the Group completed a series of acons that materially strengthened its liquidity posion: 1. Compleon of the Cyclyx restructuring in March 2026, through which the Group assumed 100% ownership of Cyclyx Internaonal and its remaining cash of $14.3 million and lease liabilies of approximately $32.9 million; 2. Redempon of the $50.0 million Secured Green Bond on March 31, 2026 for $54.1 million on a make-whole basis, releasing the $40.0 million restricted cash escrow and eliminang $6.75 million of annual coupon payments; 3. Two subordinated converble bond tap issuances in February 2026 totalling EUR 15.8 million, providing net cash proceeds of approximately $14.9 million. As a result of these acons, the Group held in excess of $15 million of unrestricted cash at March 31, 2026, which based on the Board-approved FY2026 budget provides liquidity runway through the fourth quarter of 2027.
Note 1: Material accounng policies
2025 Annual Report 55
PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Agilyx ASA and its subsidiaries Agilyx Corporaon, Agilyx GmbH and Plastyx Limited. The cost price of shares and partnership units are eliminated against the equity in the underlying companies. Agilyx Corporaon held a 50% interest in Regenyx LLP, which was accounted for under the equity method unl it was dissolved in December 2024. In October 2023, the Group lost control of Cyclyx which resulted in the investment no longer being consolidated. As of December 31, 2025, Agilyx Corporaon held a 50% interest in Cyclyx Internaonal, LLC accounted for under the equity method. i. Subsidiaries
Subsidiaries are enes controlled by Agilyx Group. Control is achieved when Agilyx Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, Agilyx Group controls an investee if, and only if, it has: • Power over the investee (i.e., 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; and • The ability to use its power over the investee to affect its returns. Generally, there is a presumpon that a majority of vong rights results in control. To support this presumpon and when Agilyx Group has less than a majority of the vong or similar rights of an investee, Agilyx Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: • The contractual arrangement(s) with the other vote holders of the investee; • Rights arising from other contractual arrangements; • Agilyx Group’s 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. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences unl the date on which control ceases. All intra-group assets and liabilies, equity, income, expenses and cash flows relang to transacons between members of Agilyx Group are eliminated in full on consolidaon.
ii. Non-controlling interests Non-controlling interests (NCI) is a present ownership interest and entles its holders to a proporonate share of the enty’s net assets in the event of liquidaon. Enes have a choice, on a transacon by transacon basis, to inially recognize any NCI at either acquision date fair value or, at the present ownership instruments’ proporonate share in the recognized amounts of the acquiree’s idenfiable net assets. Agilyx Group has elected the laer approach to measure NCI inially at their proporonate share of the acquiree’s idenfiable net assets at the date of acquision. The total comprehensive income of non-wholly owned subsidiaries is aributed to owners of the parent and to the non-controlling interests in proporon to their relave ownership interests.
iii. Loss of control When Agilyx Group loses control over a subsidiary, it derecognizes the assets and liabilies of the subsidiary, and any NCI and other components of equity. Any resulng gain or loss is recognized in profit or loss. Any interest retained in the former subsidiary is measured at fair value when the control is lost.
iv. Investments in associates
Associates are those enes where Agilyx Group has significant influence (but not control or joint control) over the financial and operang policy decisions of balance sheet at cost, including transacon costs. Subsequently, interests in associates are accounted for using the equity method, where Agilyx Group’s share of post-acquision, post-tax profits and losses and other comprehensive income is recognized in the consolidated statement of profit and loss (except for losses in excess of the carrying amount of Agilyx Group’s interest in associate, unless there is an obligaon to make good those losses). Profits and losses arising on transacons between Agilyx Group and its associates are recognized only to the extent of unrelated investors’ interests in the associate. The investor’s share in the associate’s profits and losses resulng from these transacons is eliminated against the carrying value of the associate. Any premium paid for an associate above the fair value of Agilyx Group’s share of the idenfiable assets, liabilies and conngent liabilies acquired is capitalized and included in the carrying amount of the associate. Where there is objecve evidence that the investment in an associate has been impaired the carrying amount of the investment is tested for impairment in the same
way as other non-financial assets.
Note 1: Material accounng policies
2025 Annual Report 56
REVENUE Performance Obligaons and ming of revenue recognion Agilyx Group’s revenues can be divided into four main streams, as analyzed numerically in Note 3: Project development Revenues related to project developments are recognized over the contract period using percentage of compleon as the method for measuring the revenue. This is because the projects created have no alternave use for Agilyx Group and the contracts require payment to be received for the me and effort spent by the group on progressing the contracts in the event of the customer cancelling 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, service 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. Services are billed and recognized on a monthly basis as the work is performed. Sales of goods Revenues from the sale of goods are recognized at the point in me of the delivery, when control of the goods and risk of ownership has transferred to the customer. There is limited judgement needed in idenfying the point control passes: once physical delivery of the products to the agreed locaon has occurred, the Agilyx Group no longer has physical possession, usually will have a present right to payment and retains none of the significant risks and rewards of the goods in queson. Determining the 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 judgement involved in allocang the contract price to each unit ordered. Where a customer orders more than one product line, Agilyx Group is able to determine the split of the total contract price between each product line by reference to each product’s standalone selling prices (all product lines are capable of being, and are, sold separately). Agilyx Group’s contracts are for the delivery of goods within the next 12 months for which the praccal expedient in paragraph 121(a) of IFRS 15 applies, related to the presentaon of remaining performance obligaons.
RESEARCH AND DEVELOPMENT EXPENSES Expenditure on internally developed product or technology is capitalized if it can be demonstrated that: • It is technically feasible to develop the product for it to be sold; • Adequate resources are available to complete the development; • There is an 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.
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.
Note 1: Material accounng policies
2025 Annual Report 57
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 COMPENSATION The Company accounts for stock-based compensaon in accordance with IFRS 2 – Share-based payment. The grant-date fair value of equity-seled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesng period of the awards, using the accelerated method. The amount recognized as an expense, commences on the first of the month following the date of the grant and is adjusted to reflect the number of awards for which the related service condions are expected to be met, such that the amount ulmately recognized is based on the number of awards that meet the related service condions at the vesng date.
FOREIGN CURRENCY TRANSLATION Certain transacons of the Company and its subsidiaries are denominated in currencies other than their funconal currency. Foreign currency exchange gains and losses generated from the selement and remeasurement of these transacons are recognized in earnings and presented within “Other financial income” in the Company’s Income Statement.
CLASSIFICATION OF ASSETS AND LIABILITIES Assets intended for permanent ownership or use in the business are classified as non-current assets. Other assets are classified as current assets. Receivables due within one year are classified as current assets. The classificaon of current and non-current liabilies is based on the contractual terms of the underlying agreements.
FINANCIAL INSTRUMENTS
Financial assets Agilyx Group categorizes all of its financial assets as amorzed cost, due to the nature and purpose of the assets. These assets arise principally from the provision of goods and services to customers (e.g. accounts receivables), but also incorporate other types of financial assets where the objecve is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest (principally cash and cash equivalents). They are inially recognized at fair value plus transacon costs that are directly aributable to their acquision or issue, and are subsequently carried at amorzed cost using the effecve interest rate method, less provision for impairment, as required. Impairment provisions for current and non-current trade receivables are recognized based on the simplified approach within IFRS 9 see note 10 for further commentary on the applicaon of this. Agilyx Group’s financial assets measured at amorzed cost comprise accounts receivables, restricted cash and cash and cash equivalents in the consolidated balance sheet.
Financial liabilies Agilyx Group classifies its financial liabilies into one of two categories, depending on the purpose for which the liability
was acquired.
Note 1: Material accounng policies
2025 Annual Report 58
Fair value through profit or loss This category comprises warrants and subscripon rights which are derivave financial instruments and Subordinated Converble Bonds for which management applied the accounng policy elecon in IFRS 9 paragraph 4.3.5 to value the enre instrument at fair value through profit and loss. 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 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 bond payable, accounts payable, payables to Group companies and lease liabilies. These are inially recognized at fair value net of any transacon costs directly aributable to the issue of the instrument. Any interest bearing liabilies are subsequently measured at amorzed cost using the effecve interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial posion. Accounts payables and other short-term monetary liabilies, are inially recognized at fair value and subsequently carried at amorzed cost using the effecve interest method.
INTANGIBLE ASSETS Intangible assets that are acquired separately are recognized at historical cost. Intangible assets acquired in a business combinaon are recognized at historical cost when the criteria for balance sheet recognion have been met. Intangible assets with a limited economic life are amorzed on a systemac basis, based on the useful economic life as described in Note 6. Intangible assets are wrien down to the recoverable amount if the expected economic benefits do not exceed the carrying amount and any remaining development costs.
PROPERTY, PLANT AND EQUIPMENT Fixed assets are recorded in the balance sheet at acquision cost, less accumulated depreciaon and any impairment losses. Depreciaon is made from the me assets are put into regular operaons and is calculated on straight line basis over the esmated economic asset lifeme. Depreciaon rates are set out in Note 7. This period’s depreciaon is charged to this year’s operang expenses in the income statement.
SUBSIDIARIES Investments in subsidiaries are valued at cost in the separate financial statements. The investments are valued at cost less any impairment losses. Impairment losses are reversed if the reason for the impairment loss disappears in a later period.
LEASES 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: a. There is an idenfied asset; b. Agilyx Group obtains substanally all the economic benefits from use of the asset; and c. Agilyx Group has the right to direct use of the asset. Agilyx Group considers whether the supplier has substanve substuon rights. If the supplier does have those rights, the contract is not idenfied as giving rise to a lease. In determining whether Agilyx Group obtains substanally all the economic benefits from use of the asset, Agilyx Group considers only the economic benefits that arise use of the asset, not those incidental to legal ownership or other potenal benefits. In determining whether Agilyx Group has the right to direct use of the asset, Agilyx Group considers whether it directs how and for what purpose the asset is used throughout the period of use. If there are no significant decisions to be made because they are pre-determined due to the nature of the asset, Agilyx Group considers whether it was involved in the design of the asset in a way that predetermines how and for what purpose the asset will be used throughout the period of use. If the contract or poron of a contract does not sasfy these criteria, the Group applies other applicable IFRSs rather than IFRS 16.
Note 1: Material accounng policies
2025 Annual Report 59
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 and note 17 for the impairment in Cyclyx during 2025. Where it is not possible to esmate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately idenfiable cash flows; its cash generang units (CGUs). Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognized in other comprehensive income.
RECEIVABLES Trade receivables and other receivables are recognized at amorzed cost, less any provision for expected credit losses of receivables. See Note 10 for further informaon on how Agilyx Group applies the simplified model for expected credit losses, as permied by IFRS 9.
CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash, bank deposits and other monetary instruments with a maturity of less than three months at the date of purchase.
RESTRICTED CASH Restricted cash represents cash proceeds from the bond, which was held in an escrow account. The cash was restricted for capital contribuons to Cyclyx to build its second CCC plant. See Note 24 for informaon on the subsequent redempon of the bond and release of the escrow in March 2026.
Note 1: Material accounng policies
2025 Annual Report 60
INVENTORIES
Inventories are inially recognized at cost, and subsequently at the lower of cost and net realizable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present locaon and condion. First in first out is used to determine the cost of ordinarily interchangeable items.
INDEPENDENT SUBSCRIPTION RIGHTS - DERIVATIVE LIABILITY Agilyx 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 included a cashless exercise opon, which introduced variability into the number of shares that could be issued. The instruments therefore failed the fixed for fixed requirement in IAS 32 and were classified as a derivave liability. The instruments met the definion of a derivave because their values changed in response to a specified financial instrument price (Agilyx Group stock price), they required no inial net investment and they were to be seled at a future date. Such derivave financial instruments were inially recognized at fair value on the date on which the derivave contract was entered into and are subsequently remeasured at fair value unl the warrants were exercised or expired during 2025. See Note 14 for addional informaon on these instruments and the valuaon approach.
CASH FLOW The cash flow statement is prepared according to the indirect method.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparaon of audited consolidated financial statements in conformity with IFRS Accounng Standards require management to make certain esmates and judgements about the future that affect the applicaon of Agilyx Group’s accounng policies and the reported amounts of assets, liabilies, incomes and expenses. Esmates and judgements are connually evaluated based on historical experience and other factors, including expectaons of future events that are believed to be reasonable under the circumstances. Although the Company regularly assesses these esmates, actual results could differ from those esmates. Changes in esmates are recorded in the period in which they occur and become known.
i. Judgments: • Equity accounng: whether the Agilyx Group has significant influence over equity accounted investees (Notes 9 and 17); • Consolidaon: Whether the Agilyx Group has control over an
investee, and whether control has been lost (Notes 17). • Determinaon that valuing the Subordinated Converble Bond as a single instrument at FVTPL, would provide more useful informaon to the users of the financial statement (Note 20). ii. Esmates: • 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 3); • 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 Leases accounng policy above and Note 8). • Assumpon related to the fair value of Cyclyx on the date that Agilyx lost control - this is the inial basis for the carrying amount of the equity method investment in Cyclyx, effecve aſter October 25, 2023;
Note 1: Material accounng policies
2025 Annual Report 61 •
Valuaon assumpons applied to fair value the Subordinated Converble Bond (Note 20); • Assumpons and esmates related to the fair value of the Agilyx Group’s interest in GreenDot following the acquision of a 46% interest (Notes 17); • Valuaons assumpons related to Cyclyx and Agilyx Corp impairment analysis (Note 17). Fair value measurement
Warrant and stock subscripon rights, stock compensaon expenses and the Subordinated Converble Bond, 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 INTERPRETATIONS AND AMENDMENTS ADOPTED JANUARY 1, 2025 The following amendments are effecve for the period beginning January 1, 2025: • IAS 21, The Effects of Changes in Foreign Exchange Rates (Amendment – Lack of Exchangeability). These amendments had no impact on the year-end financial statements of Agilyx Group.
NEW STANDARDS INTERPRETATIONS AND AMENDMENTS NOT YET EFFECTIVE There are a number of standards, amendments to standards, and interpretaons which have been issued by the IASB that are effecve in future accounng periods that Agilyx Group has decided not to adopt early. The following amendments are effecve for the period beginning January 1, 2026: • Amendments to the Classificaon and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7); and • Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7). The following new standards are effecve for the period beginning January 1, 2027: • IFRS 18 Presentaon and Disclosure in Financial Statements; and • IFRS 19 Subsidiaries without Public Accountability: Disclosures. Agilyx Group is currently assessing the impact of these new accounng standards and amendments. Except for IFRS 18, Agilyx Group does not expect any other standards issued by the IASB, but not yet effecve, to have a material impact on Agilyx Group. IFRS 18 Presentaon and Disclosure in Financial Statements, which was issued by the IASB in April 2024, supersedes IAS 1 and will result in major consequenal amendments to IFRS Accounng Standards including IAS 8 Basis of Preparaon of Financial Statements (renamed from Accounng Policies, Changes in Accounng Esmates and Errors). Even though IFRS 18 will not have any effect on the recognion and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentaon and disclosure of certain items. These changes include categorizaon and sub-totals in the statement of profit or loss, aggregaon/disaggregaon and labelling of informaon, and disclosure of management-defined performance measures.
Note 1: Material accounng policies
2025 Annual Report 62
The Agilyx Group comprises two reportable segments which account for 100% of the Agilyx Group’s revenues: a. Agilyx - This segment licenses its patented conversion technology and sells its patented equipment to industry players, whether they are exisng strategic companies or newer entrepreneurial enterprises, to help them take feedstock and turn it into a product. We provide our partners with valuable know-how and robust technology that allows them to become part of the circular economy. Assets are located in both New Hampshire and Oregon, USA. b. Cyclyx - This segment is focused on 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. Assets are located in both New Hampshire, Texas and Oregon, USA. 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, Ranjeet Bhaa. 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. Note 2: Segment informaon Measurement of operang segment profit or loss, assets and liabilies Segmental performance is measured in accordance with IFRS Accounng Standards. Operang segments are presented using the management approach, where the informaon presented is on the same basis as the internal reports provided to the CODM. The segmental financial informaon below includes the full annual results of the associate, Cyclyx, which connues to be a reportable operang segment as defined within IFRS 8, despite the loss of control in 2023 as explained in Note 17. In order to reconcile the totals below to the financial statements, certain adjustments have been included in the table to reflect the fact that Cyclyx is no longer consolidated. See note 17 for more informaon regarding Cyclyx’s 2025 acvity and impairment. 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.
2025 Annual Report 63
Note 2: Segment informaon
MEASUREMENT OF OPERATING SEGMENT PROFIT OR LOSS, ASSETS, AND LIABILITIES 2024 2025 Cyclyx Agilyx Adjustments to remove Cyclyx Total Cyclyx Agilyx Adjustments to remove Cyclyx Total Profit and loss Revenues from external customers 11,234,108 1,009,813 (11,234,108) 1,009,813 16,574,621 1,214,525 (16,574,621) 1,214,525 Depreciaon and amorzaon 1,034,487 776,566 (1,034,487) 776,566 808,032 432,991 (808,032) 432,991 Segment loss (19,778,219) (10,463,050) 19,778,219 (10,463,050) (32,263,828) (13,307,473) 32,263,828 (13,307,473) Impairment of investment in Regenyx (2024) and Cyclyx (2025) - (49,382) - (49,382) - (26,667,289) - (26,667,289) Impairment of Regenyx receivable - (664,400) - (664,400) - - - - Impairment of Cyclyx assets - - - - (179,348,804) - 179,348,804 - Share of loss of equity accounted associates - (8,769,502) - (8,769,502) - (107,242,952) - (107,242,952) Fair value gain (loss) on warrant agreements - (1,798,901) - (1,798,901) - 5,890,552 - 5,890,552 Interest income 2,818,856 722,277 (2,818,856) 722,277 1,978,420 2,063,439 (1,978,420) 2,063,439 Interest expense (18,766) (795,174) 18,766 (795,174) (15,953) (8,220,082) 15,953 (8,220,082) Other financial expense, net (16,020) (221,340) 16,020 (221,340) (26,687) (532,697) 26,687 (532,697) Group net loss before tax and disconnued operaons (16,994,149) (22,039,472) 16,994,149 (22,039,472) (209,676,852) (148,016,502) 209,676,852 (148,016,502) Balance sheet Non-current asset addions 42,041,636 45,925 (42,041,636) 45,925 36,083,122 46,937 (36,083,122) 46,937 Reportable segment assets 197,243,585 66,049,131 (197,243,585) 66,049,131 19,270,226 50,214,184 (19,270,226) 50,214,184 Investment in associate - 126,733,436 - 126,733,436 - 48,546,064 - 48,546,064 Total group assets 192,782,567 98,760,248 Reportable segment liabilies 38,558,567 47,887,796 (38,558,567) 47,887,796 65,867,161 76,239,338 (65,867,161)
76,239,338 Derivave financial liabilies 5,092,107 - Total group liabilies 52,979,903 76,239,338 Cash flow Net cash from operaons (5,968,354) (9,969,025) 5,968,354 (9,969,025) (39,687,250) (8,324,620) 39,687,250 (8,324,620) Net cash from investments (40,215,492) (22,595,307) 40,215,492 (22,595,307) (36,083,122) (26,333,270) 36,083,122 (26,333,270) Net cash from financing 105,619,746 42,172,633 (105,619,746) 42,172,633 4,700,000 22,141,372 (4,700,000) 22,141,372 Revenue by geography - Revenue by geography is included in Note 3. The Cyclyx segment revenue is primarily derived from the US. Non-current assets by geography - All non-current assets reside in the US.
The Group has the following major customers, which each accounted for at least 10% of revenues in 2025 or 2024: MAJOR CUSTOMERS 2024 2025 Segment Customer A 9,904,066 16,013,982 Cyclyx Customer B 994,813 415,079 Agilyx
2025 Annual Report 64
Note 3: Geographical distribuon of revenues
Note 4: Operang expenses by nature
GEOGRAPHICAL DISTRIBUTION OF REVENUES Group Locaon/category 2024 2025 Europe - 544,402 USA 15,000 255,044 APAC 994,813 415,079 Total sales by customers locaon 1,009,813 1,214,525
Product category Project development 105,297 678,510 Services 872,749 82,520 License, membership and royalty fees - 247,442 Sale of goods 31,767 206,053 Total sales by category 1,009,813 1,214,525
No sales was recognized in the parent company, Agilyx ASA, in 2024 and 2025. Project development income is recognized over me, all other revenue streams are recognized at a point in me.
OPERATING EXPENSES BY NATURE Group Parent Operang expenses classified by nature 2024 2025 2024 2025 Raw materials and consumables 80,364 2,474,984 - - Salaries and related costs (Note 5) 5,623,708 5,165,431 459,781 531,681 Depreciaon and amorzaon 776,566 645,784 - - Professional fees 2,972,844 4,988,117 852,046 2,718,810 Insurance 401,227 189,067 - - Office expenses 1,036,607 775,268 - - Travel 208,579 86,407 - - Other operang expenses 372,968 196,940 29,846 95,852 Total expenses 11,472,863 14,521,998 1,341,673 3,346,343 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.
2025 Annual Report 65
Note 5: Salary and social costs
SALARY AND SOCIAL COSTS Group Parent 2024 2025 2024 2025 Salaries 4,567,992 4,011,131 391,135 427,357 Social security and payroll tax costs 424,192 346,504 47,343 62,496 Equity-seled share based compensaon (Note 15) (17,369) 422,901 - - Pension costs 11,938 38,434 - 38,434 Benefits and other expenses 636,955 346,461 21,303 3,394 Total salaries 5,623,708 5,165,431 459,781 531,681 Number of average full me employees 50 25 2 2 Parent related salaries and benefits are cross-charged to Agilyx Corp as those costs are deemed to benefit those operaons. 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 is defined as contribuon plan. Agilyx has no pension arrangements in any of it’s 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 – 2024 Salary Other short-term benefits Pensions Share based compensaon Total Ranjeet Bhaa, Group CEO 150,000 - - - 150,000 Bertrand Laroche, CFO 122,500 6,570 1,875 61,415 192,360 Chris Faulkner, CTO 263,528 62,404 6,976 74,793 407,701 Jessica Fletcher, VP of Engineering 207,000 40,251 6,696 26,847 280,794 Alex de Geofroy, VP of Informaon Technology 214,240 55,011 5,399 17,334 291,984 Russell Main, CEO and CFO (former)* 179,695 59,380 1,925 (23,089) 217,911 Mark Barranco, SVP Engineering & Educaon* 184,762 144,009 5,543 (29,566) 304,748 Louise Byrant, SVP Investor Relaons* 45,539 76,783 8,865 (44,273) 86,914 Marie Conrad, VP Business Development* 81,731 30,831 3,255 (12,175) 103,642 Carsten Larsen, CCO* 75,346 121,900 21,619 (264,531) (45,666) Stephen Hamlet, VP of Human Resources* 128,934 122,791 4,786 (16,686) 239,825 2,230,213 SENIOR OFFICERS AND MEMBERS OF THE EXECUTIVE BOARD REMUNERATION – 2025 Salary Other short-term benefits Pensions Share based compensaon Total Ranjeet Bhaa, Group CEO 250,000 - 21,066 - 271,066 Bertrand Laroche, CFO 380,520 8,050 7,102 134,002 529,674 Chris Faulkner, CTO 346,592 20,851 7,238 106,851 481,532 Jessica Fletcher, VP of Engineering 242,012 14,653 7,260 36,040 299,965 Alex de Geofroy, VP of Informaon Technology 258,711 20,851 7,001 9,240 295,803 1,878,040
REMUNERATION TO AUDITOR Group Parent 2024 2025 2024 2025 Audit fees 139,139 146,644 83,164 87,894 Confirmaon services 2,649 49,919 2,174 49,919 Other non-audit services - 536 - 536 Total fees 141,788 197,099 85,338 138,349 Audit fees to the parent auditor include VAT.
*Terminated in 2024
2025 Annual Report 66
Note 6: Intangible assets INTANGIBLE ASSETS Intangible assets include the following contracts Licensed technology Exclusivity license Total (i) Cost Balance at January 1, 2024 3,575,000 1,188,378 4,763,378 Impairment charges - (1,188,378) (1,188,378) Balance at December 31, 2024 3,575,000 - 3,575,000 Addions - - - Balance at December 31, 2025 3,575,000 - 3,575,000 (ii) Accumulated amorzaon Balance at January 1, 2024 722,448 454,250 1,176,698 Amorzaon charge 178,750 118,500 297,250 Impairment charge - (572,750) (572,750) Balance at December 31, 2024 901,198 - 901,198 Amorzaon charge 178,749 - 178,749 Balance at December 31, 2025 1,079,947 - 1,079,947 (iii) Net book value Balance at December 31, 2024 2,673,802 - 2,673,802 Balance at December 31, 2025 2,495,053 - 2,495,053 Economic life 20 4 In December 2019, the Company entered into an agreement to purchase technology under a license contract. The purchase price of the technology was $3,575,000, and it is being 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 and $178,749 for the years ended 2024 and 2025, respecvely. 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sa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 $118,500 for the year ended 2024. During June 2024, management deemed this license agreement impaired given its unlikely use going forward and wrote off the residual balances. All amorzaon is charged through General and administrave expenses.
2025 Annual Report 67
Note 7: Property, plant and equipment
Note 8: Right of use assets and lease liabilies
Costs Property, plant and equipment Leasehold improvements Machinery and equipment Total At cost January 1, 2024 916,582 1,171,262 2,087,844 Addions 29,078 16,847 45,925 Impairment charge (311,910) - (311,910) At cost December 31, 2024 633,750 1,188,109 1,821,859 Addions 28,732 18,205 46,937 At cost December 31, 2025 662,482 1,206,314 1,868,796 Depreciaon Accumulated depreciaon January 1, 2024 265,121 486,504 751,625 Depreciaon for the year 45,904 172,759 218,663 Accumulated depreciaon December 31, 2024 311,025 659,263 970,288 Depreciaon for the year 91,606 156,382 247,988 Accumulated depreciaon December 31, 2025 402,631 815,645 1,218,276 Net book value December 31, 2024 322,725 528,846 851,571 Net book value December 31, 2025 259,851 390,669 650,520 Economic life 4 years 3-20 years Machinery and equipment include computers, furniture, fixtures and other equipment. Leasehold improvements relates to the lease of facilies in the US which expires in 2029. All tangible assets are depreciated on a straight line basis over the expected useful life. During 2024, the early terminaon of a lease brought about the write-down of various leasehold improvements associated with the leased premises.
RIGHT OF USE ASSETS Right of use assets Property Computer equipment Total At January 1, 2024 260,775 23,336 284,111 Addions 1,016,358 - 1,016,358 Amorzaon (243,570) (17,083) (260,653) Disposal/terminaon of old lease (115,007) - (115,007) At December 31, 2024 918,556 6,253 924,809 Addions - - - Amorzaon (212,794) (6,253) (219,047) At December 31, 2025 705,762 - 705,762 LEASE LIABILITY Lease liabilies at January 1, 2024 273,792 19,166 292,958 Addions 867,526 - 867,526 Lease payments (233,320) (19,789) (253,109) Interest expense 32,629 623 33,252 Disposal/terminaon of old lease (118,344) - (118,344) Lease liabilies at December 31, 2024 822,283 - 822,283 Addions - - - Lease payments (222,395) - (222,395) Interest expense 64,670 - 64,670 Lease liabilies at December 31, 2025 664,558 - 664,558 Useful economic life 3-7 years 5 years Agilyx Group has one property lease in the scope of IFRS 16: This contract does not have variable lease payments. The property contract includes an extension opon, which Agilyx Group management believes is not likely to be exercised, thus only the inial lease term has been included.
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, 2024 206,418 193,632 404,868 193,610 998,528 As at December 31, 2025 194,112 199,937 382,085 - 776,134
2025 Annual Report 68
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.
IMPAIRMENT OF INVESTMENT Agilyx Group is split into two CGU’s for impairment analysis purposes, Agilyx and Cyclyx, which is in alignment with the segments disclosed in Note 2. Regenyx is part of the Agilyx reportable segment. Furthermore, the investment in Regenyx is separately assessed for impairment because it is able to generate cashflows that are largely independent of the cash inflows from other assets or groups of assets. For the investment in Regenyx, objecve evidence of impairment was noted, in accordance with the criteria in IAS 28, due to forecasted negave cash flows being generated by the enty, which would require capital contribuons from Agilyx and AmSty in order to support its connued operaon. Due to the projected negave cash flows and the unique nature of the underlying plant, it was determined that the recoverable amount was zero under both the value in use and fair value less cost to sell methodology therefore the investment in Regenyx has been fully impaired at January 1, 2021. As can be seen in the tables below, subsequent capital investments by Agilyx, led to impairments on the basis that the recoverable amount using the value in use and fair value less cost to sell methodologies would lead to a fully wrien off investment. As of December 31, 2024, the Regenyx operaon has been dissolved.
Calculaon of balance sheet value of investment in Regenyx Balance sheet value December 31, 2023 - Investment during 2024 - above inial esmated cash oulow 49,382 Impairment charge – fully impair balance (49,382) Balance sheet value December 31, 2024 - Investment during 2025 - above inial esmated cash oulow - Impairment charge – fully impair balance - Balance sheet value December 31, 2025 - Summarized financial informaon of Regenyx As at December 31 2024 2025 Current assets 102,586 - Non-current assets - - Current liabilies 102,586 - Net assets (100%) - - Period ended December 31 2024 2025 Revenues 585,073 - Total and other comprehensive loss (4,556,928) -
2025 Annual Report 69
Note 10: Accounts receivable
Note 11: Inventory
ACCOUNTS RECEIVABLE Group Parent Receivables 2024 2025 2024 2025 Trade accounts receivable 230,161 469,273 - - Related party receivables 360,216 60,986 - - Total accounts receivable 590,377 530,259 - -
Group 2024 2025 Non-overdue amounts - - 0-30 days past due - 449,210 31-60 days past due 5,781 - 60-90 days past due 12,666 45,504 Over 90 days past due 571,930 35,545 590,377
530,259
INVENTORY Group Inventories consist of the following: 2024 2025 Raw materials - - Finished goods 4,811 4,811 Total inventories 4,811 4,811 There are no inventories carried by the parent.
ACCOUNTS PAYABLE Group Parent 2024 2025 2024 2025 Accounts payable 207,796 120,684 376 411 Related party payables - - - - Total accounts payable 207,796 120,684 376 411 Note 12: Accounts payable
Note 13: Accrued expenses and other current liabilies ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Group Parent 2024 2025 2024 2025 Payroll and related accruals 1,001,298 541,366 210,281 94,162 Financing and acquision costs 683,887 586,928 683,887 586,929 Total accrued expenses and other current liabilies 1,685,185 1,128,294 894,168 681,091
The carrying amount of accounts receivable is measured at amorzed cost, which approximates fair value. The balance in Trade accounts receivable as at January 1, 2024 was $89,359 (Group) and zero (Parent).
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 Accounng Standards. Historically Agilyx does not have issues with collectability of its receivable balances. Due to this historical experience and the procedures which are applied to new customers, no allowance for expected credit losses has been booked. Given this context, the impact of any forward looking factors is not expected to adjust the conclusion that no allowance is required. The aging of the accounts receivable balances are displayed below. As of the issuance of this report, all but approximately $50k has been subsequently collected.
2025 Annual Report 70
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, 2025 all warrants have been exercised or cancelled:
During 2022, the Board of Directors authorized an extension on all warrants to have an expiraon date of August 7, 2025. The warrants therefore expired on August 7, 2025 and are no longer outstanding As the outstanding warrants for Agilyx were well in the money as of the December 31, 2024, reporng date, the valuaons performed determined that the preponderance of the amount, 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 2024 and 2025, zero and 800,000 warrants were exercised, respecvely, with proceeds of $811,976. 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:
The ordinary share warrants and subscripon rights, are 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:
WARRANTS AND SUBSCRIPTION RIGHTS Number of ordinary shares Exercise price per share – USD Expiraon Ordinary share warrants converted to subscripon rights 2,322,100 1.00 2025 Group and parent December 31, 2024 Group and parent December 31, 2025 Warrant liabilies 5,092,107 -
Group and parent December 31, 2024 Group and parent December 31, 2025 Expected term 7-Aug-25 N/A Equity volality 35 N/A Risk free rate 4.16% N/A Equity value at expiraon – 5% Equity value at expiraon + 5% At December 31, 2024 (254,605) 254,606
RECONCILIATION Warrant liability At January 1, 2024 3,293,206 Gain on warrant value – presented as fair value through profit and loss 1,798,901 At December 31, 2024 5,092,107 Loss on warrant value – presented as fair value through profit and loss (5,092,107) At December 31, 2025
-
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):
2025 Annual Report 71
STOCK OPTIONS Stock opon acvity Number of shares Weighted average exercise price Weighted average contractual term (years) Aggregate intrinsic value Balance at January 1, 2024 10,693,153 $1.47 6.76 12,367,651 Shares authorized Opons granted 1,340,000 2.95 Opons exercised - - Opons forfeited/expired (681,054) 2.98 Balance at December 31, 2024 11,352,099 $1.55 6.28 12,338,168 Shares authorized Opons granted 95,000 2.57 Opons exercised - - Opons modified 35,706 0.88 Opons forfeited/expired (144,000) 2.87 Balance at December 31, 2025 11,338,805 $1.55 5.28 12,687,860 Opons vested and expected to vest at December 31, 2025 11,338,805 $1.55 5.28 12,687,860 Opons exercisable 10,193,285 $1.40 4.84 12,671,991 Note 15: Stock opon plan EQUITY SHARES All employees Key management personnel 2024 2025 2024 2025 Equity-seled Opon pricing model used Black-Scholes Black-Scholes Black-Scholes Black-Scholes Share price at grant date (weighted average) $2.93 $2.57 $2.93 $2.57 Exercise price (weighted average) $2.95 $2.57 $2.95 $2.57 Contractual life (weighted average) 11 9 11 9 Expected volality (weighted average) 33% 30% 33% 30% Expected dividend growth rate 0% 0% 0% 0% Risk free interest rate (weighted average) 3.21% 2.88% 3.21% 2.88% 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. The 2020 plan became effecve as of 4 June 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. The plan has two vesng periods with the first of 4 years, with 25% vesng aſter 1 year & monthly vesng evenly thereaſter and the second with 3 years, vesng 20%, 30% and 50% annualy, respecvely. All opons are equity seled. 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 21,655,000 shares. If an opon expires, terminates or is cancelled, 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 $3.89
2025 Annual Report 72
2024 SHAREHOLDERS 2024 Saffron Hill Ventures 2 LP 42,562,365 38.8 % Morgan Stanley & Co. Int. Plc. 21,507,304 19.6 % UBS Switzerland AG 8,784,386 8.0 % Skandinaviska Enskilda Banken AB 8,248,686 7.5 % Six Sis AG 6,115,796 5.6 % Merrill Lynch 4,642,713 4.2 % J.P. Morgan SE 3,442,358 3.1 % Cibank 2,822,735 2.6 % Clearstream Banking S.A. 2,451,527 2.2 % MP Pension PK 1,802,678 1.6 % Goldman Sachs Internaonal 1,655,837 1.5 % UFI Capital AS 1,243,595 1.1 % Others 4,406,227 4.0 % Total 109,686,207 100.0 % 2025 SHAREHOLDERS 2025 Saffron Hill Ventures LP 42,562,365 33.9 % Skandinaviska Enskilda Banken AB 24,787,351 19.8 % UBS Switzerland AG 9,458,175 7.5 % Six Sis AG 7,682,036 6.1 % Caceis Bank Spain 7,040,285 5.6 % Merrill Lynch 4,697,657 3.7 % DNB Bank ASA 4,113,665 3.3 % Societe Generale 3,459,271 2.8 % The Bank of New York Mellon 3,325,327 2.7 % Cibank 3,271,199 2.6 % J.P. Morgan SE 2,525,991 2.0 % Clearstream Banking S.A. 2,499,259 2.0 % MP Pensions 2,106,548 1.7 % Goldman Sachs Internaonal 2,032,929 1.6 % UFI Capital AS 1,318,653 1.1 % Others 4,599,248 3.7 % Total 125,479,959 100.0 % Ordinary shares include 125,479,959 shares at par value NOK 0.02, all issued and fully paid except for 8,000 shares held in treasury. Shareholders as of December 31 and shares held by the CEO and board members
Ordinary shares include 109,686,207 shares at par value NOK 0.02, all issued and fully paid except for 8,000 shares held in treasury.
As at January 1, 2024 there were 109,686,207 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 2024 and 2025. 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 145,624,500 and 167,721,700 at December 31, 2024 and December 31, 2025, respecvely. 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. Note 16: Shareholders
2025
Annual Report 73
The following describes the nature and purpose of each reserve within equity: SHAREHOLDERS 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.
SHARES AND OPTIONS HELD BY THE CEO AND MEMBERS OF THE BOARD OF DIRECTORS Name Title Opons and warrants granted Shares owned Note Ranjeet Bhaa CEO - 145,014 1. Steen Jakobsen Board member 75,000 - 2. Peter Norris Board member 75,000 174,955 3. Carolyn Clarke Board member 75,000 - 4. Catherine Keenan Board member 75,000 - 5. NOTES 1. Mr. Bhaa is the CEO, represents Saffron Hill Ventures and controls 145,014 shares. 2. Mr. Jakobsen is a member of the board, represents Saxo Bank and was granted 75,000 opons with an exercise price of $2.19. 3. Mr. Norris is a member of the board, represents Virgin Group Holdings Limited, controls 174,955 shares and was granted 75,000 opons with an exercise price of $2.19. 4. Mrs. Clarke is a member of the board and was granted 75,000 opons with an exercise price of $2.19. 5. Mrs. Keenan is a member of the board and was granted 75,000 opons with an exercise price of $2.19.
Note 16: Shareholders
2025 Annual Report 74
Agilyx ASA has the following shares in subsidiaries as of December 31: SHARES IN SUBSIDIARIES, ASSOCIATES, AND RELATED PARTY TRANSACTIONS Subsidiary Office Share Vong rights Equity Book value – 2024 Book value – 2025 Agilyx Corp Portland, OR, USA 100% 100% - 104,133,142 4,026,590 Plastyx Limited Dublin, Ireland 60% 60% - - 560,024 Agilyx GmbH Zurich, Switzerland 100% 100% - 163,005 163,005 104,296,147 4,749,619
RELATED PARTY TRANSACTIONS Group level During 2025, Cyclyx had $15.8M of product sales to ExxonMobile (2024 $9.7M), a minority holder in Cyclyx. RELATED PARTY TRANSACTIONS Related party receivable included in Note 10: 2024 2025 ExxonMobil 18,759 - Regenyx, LLC 94,310 - Cyclyx Internaonal, LLC 247,147 60,986 Parent level Parent level - At December 31, 2025 the parent company, Agilyx ASA, has an intercompany payable of $15,733,503 to Agilyx Corp (December 31, 2024: $5,328,875) and $1,805,134 payable to Agilyx GmbH (December 31, 2024: $1,661,933) net of an intercompany receivable of $483,132 to Agilyx Corp (December 31, 2024: $483,132). These inter-group payables represent operang and management costs incurred and or paid at the subsidiary and subsequently recharged to the parent. SUBSIDIARY INFORMATION Agilyx Corp Agilyx Corp was formed in 2004 in Oregon, United States of America. Agilyx Corp became a subsidiary of Agilyx AS by way of a share inversion that took place on January, 2020. The share inversion effecvely converted all the shares of Agilyx Corp into shares of Agilyx ASA. The largest asset of Agilyx Corp is its investment in Cyclyx Internaonal, LLC. As described in more detail below, during Q4 2025, the investment in Cyclyx has been fully impaired to a nil book value at the Group level. In the parent company financial statements, an impairment of $119,529,453, was booked, to reduce the carrying value of the investment in Agilyx Corp, down to its recoverable amount of $4,026,590, with reference to the fair value less cost to sell of the remaining assets and liabilies owned by Agilyx Corp. Agilyx GmbH Agilyx GmbH was formed in August, 2020 in Zurich, Switzerland. The subsidiary was created to provide addional reach into European markets. Plastyx Limited Plastyx limited was formed as a joint venture in February, 2025 in Dublin, Ireland with Circular Resources Limited. Agilyx ASA contributed Euro 500,000 (USD 560,024) to gain a controlling 60% share. The investment was made to provide further reach into European markets.
During 2025, the Group disolved Agilyx ApS. The enty was fully owned by the Group and had limited acvity prior to its closure. The liquidaon did not result in any material gain or loss and had no significant impact on the Group’s consolidated financial statements. Note 17: Shares in subsidiaries, associates and related party transacons
2025 Annual Report 75
IAS 28. When assessing the remaining carrying value, management determined the recoverable amount using the fair value less cost to sell approach, nong that the updated balance sheet of the group reflected a net liabilies posion. The remaining value of $26,667,289 was therefore fully impaired, leaving a carrying value of the investment in Cyclyx at nil, as at December 31, 2025. GreenDot Global On October 15, 2025, Agilyx ASA acquired 46% of GreenDot Global S.a.r.l. (“GreenDot”) for approximately $53.9m funded by both debt and equity. The investment significantly strengthens Agilyx’s presence in the European market, creang a global plaorm for sourcing and supplying feedstock to the advanced recycling industry. GreenDot has its headquarters and operaons in Germany, as well as operaons in Austria, France and Italy. The investment in GreenDot will be measured using the equity method as Agilyx is able to exert significant influence over the enty. The Group’s share of GreenDot’s total comprehensive loss for 2025 of $5,326,803 reflects equity accounng from the acquision date of October 15, 2025 to December 31, 2025 only, represenng the Group’s 46% share of GreenDot’s results for that period. Total consideraon of $53.9 million, comprising 14,866,554 Agilyx ASA consideraon shares valued at $29.4 million (based on the quoted share price of NOK 20.1 on the acquision date, converted at USD/ NOK 10.15) and cash of $23.0 million funded via a subordinated shareholder loan and $1.5 million of transacon costs. The transacon documentaon contemplates that Circular Resources Limited will complete its EUR 4.5 million commitment in the EUR 27.5 million subsequent capital round by October 15, 2026, which upon compleon would result in a diluon of Agilyx’s interest from 46.0% to 44.2%. This ancipated diluon has not been reflected in the current period financial statements as the capital contribuon had not been completed at the reporng date. For the purpose of applying the equity method, the Group performed a preliminary noonal purchase price allocaon at the acquision date, idenfying customer relaonships of $27.1 million (10-year useful life, blended useful life), and noonal goodwill of $7.9 million, with the balance aributable to net assets acquired of $19.0 million. The noonal goodwill is not separately recognized but is included in the carrying amount of the investment and is not amorsed. The equity issued to certain selling shareholders to acquire GreenDot were subject to contractual lock-up arrangements. Under these arrangements, the recipients were restricted from transferring, selling or otherwise disposing of the shares for a period ended on January 10, 2026. Following the expiry of the inial lock-up period, any disposals remained subject to agreed volume and market-based restricons for a ninety calendar day period. Note 17: Shares in subsidiaries, associates and related party transacons INVESTMENT IN ASSOCIATE INFORMATION 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 ExxonMobile 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. In October 2023, Agilyx Group lost control of Cyclyx Internaonal, LLC. Following the loss of control, the Agilyx Group retained a significant influence in Cyclyx Internaonal, LLC and therefore began to equity-account for this investee as an associate from the date control was lost. During Q4 2025, the Group reassessed its involvement in Cyclyx Internaonal LLC as capital requirements increased significantly. On December 10, 2025, Agilyx determined that it would not parcipate in future capital calls, announced its decision to its joint venture partners and did not fund a capital call due on December 10. This decision resulted in a significant deterioraon in the expected financial posion of Cyclyx, and the iniaon of discussions among the shareholders regarding restructuring and potenal unwind scenarios. Management considers the decision not to fund the capital call, together with the resulng uncertainty around Cyclyx’s ability to connue as originally planned, to represent a clear impairment indicator under IAS 36 as of December 2025. Accordingly, two impairment analyses were required, one at the Cyclyx enty level, so that the share of the result for the period can be included using the equity method, then secondly, at the Group level to assess if any of the remaining carrying value was impaired. Cyclyx performed an impairment assessment as of December 10, 2025 at the enty level. The recoverable amount was determined using a fair value less cost to sell approach, with the key assumpons reflecng uncertainty regarding connued funding, the contractual waterfall based on invested capital in a downside scenario, the esmated disposal value of assets, and the limited residual value aributable to the Group’s equity interest. Based on this assessment, at the Cyclyx enty level, the assets and liabilies were adjusted and this is reflected in the Group’s share of total comprehensive loss of $101,916,148 below. At the Group level, the carrying value of the investment in Cyclyx, aſter taking in to account the share of the loss for the period was $26,667,289. The Group performed an addional impairment assessment nong that the same triggers are in place, which require an impairment assessment in accordance with
2025 Annual Report 76
The following tables summarize the financial informaon of Cyclyx Internaonal, LLC and GreenDot Global as included in their own financial statements prepared in accordance with IFRS Accounng Standards, adjusted for fair value adjustments at acquision. The table also reconciles the summarized financial informaon to the carrying amount of the Group's interest in Cyclyx Internaonal, LLC and GreenDot Global.
Addional informaon regarding the Cyclyx operaon can be seen in Note 2.
FINANCIAL SUMMARY (2024) As at December 31 Cyclyx Internaonal GreenDot Global Ownership interest Associate (50%) N/A Current assets 126,949,190 - Non-current assets 70,294,395 - Current liabilies 17,183,677 - Non-current liabilies 21,919,744 - Net assets (100%) 158,140,164 - Group's share of net assets 79,070,082 - Carrying value at 12/31/23 113,002,938 - Cash investments 22,500,000 - Group's share of total comprehensive loss (8,769,502) - Carrying value at 12/31/24 126,733,437 - For the period ended December 31 2024 2024 Revenue 11,234,108 - Total comprehensive loss (100%) (17,539,003) - Group's share of total comprehensive loss (8,769,502) - Note 17: Shares in subsidiaries, associates and related party transacons FINANCIAL SUMMARY (2025) As at December 31 Cyclyx Internaonal GreenDot Global Ownership interest Associate (50%) Associate (46%) Current assets 50,942,857 140,415,878 Non-current assets 22,255,001 254,549,064 Current liabilies 117,128,273 144,982,151 Non-current liabilies - 203,486,103 Net assets (100%) (43,930,415) 46,496,688 Group's share of net assets (21,965,208) 21,388,476 Carrying value at 12/31/24 126,733,437 - Cash and equity investments 1,850,000 53,872,867 Group's share of total comprehensive loss (101,916,148) (5,326,803) Impairment in investment (26,667,289) - Carrying value at 12/31/25 - 48,546,064 For the period ended December 31 2025 2025 Revenue 16,574,621 446,175,491 Total comprehensive loss (100%) (203,832,296) (96,140,998) Group's share of total comprehensive loss (101,916,148) (5,326,803)
2025 Annual Report 77
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, 2024 and 2025, respecvely.
Realizaon of deferred tax assets is dependent upon future earnings, if any, the ming and amount of which are uncertain. Unrecognized net deferred tax assets totaled $72.9 million (2024: $65.6 million) and in Norway $5.3 million (2024: $1.9 million). As of December 31, 2025, net operang loss for federal income tax purposes in US of approximately $240.4 million, porons of which will begin expire in 2030. Total state net operang loss carryforward in US of approximately $163.9 million, which will begin to expire in 2031. Agilyx Corp also has federal credits for approximately $2.5 million, which will begin to expire in 2030 and state research credits of approximately $0.7 million whose expiraon date is not determined. 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. Such an analysis will be prepared before the ulizaon of the net operang losses and credits. Loss carried forward in Norway as of December 31, 2025, of approximately $24 million has no expiraon date. INCOME TAXES Group Parent 2024 2025 2024 2025 Basis for income tax expense (22,039,472) (148,016,502) (3,251,488) (129,593,916) Basis for income tax expense – from connuing operaons Result before taxes (22,039,472) (148,016,502) (3,251,488) (129,593,916) State benefit 1,450 (950) - - Permanent differences (4,996,159) 113,213,184 (1,798,848) 114,012,929 Changes in temporary differences 4,540,676 (12,089,845) - - Basis for payable taxes in the income statement - from connuing operaons (22,493,505) (46,894,113) (5,050,336) (15,580,987) Deferred tax asset Loss carried forward 58,239,019 68,354,054 1,850,200 5,278,017 Research and other credits 3,266,491 3,266,491 - - Note 18: Income taxes Capitalized R&D 2,259,173 - - - Reserves and accruals - 9,000 - - Other intangibles 73,766 42,936 - - Stock based compensaon 323,153 400,214 - - Unrealized gain/loss 1,207,012 (66,548) - - Lease liability 187,727 144,674 - - Investment in partnership 340,804 994,755 - - Total deferred tax assets 65,897,145 73,145,576 1,850,200 5,278,017 Deferred tax liabilies Fixed assets (37,848) (34,132) - - Prepayments (9,012) (14,154) - - Right of use assets (211,134) (153,644) - - Total deferred tax liabilies (257,994) (201,930) - - Net deferred tax assets 65,639,151 72,943,646 1,850,200 5,278,017 Recognized deferred tax assets - - - - Statutory tax rate 21% 21% 22% 22% Tax rate 0% 0% 0%
0%
2025 Annual Report 78
FIGURES IN USD On November 11, 2024, Agilyx AS entered into a $50 million senior secured green bond issue with a tenor of 3 years. The bond carries a fixed quarterly coupon at a rate of 13.5% per annum and will mature on November 29, 2027. The fair value of the bond at inial measurement was $49 million, represenng a 2% discount which will be amorzed over the term of the bond under the effecve interest method. In connecon with the bond issuance, directly aributable transacon costs of $4,134,420 were capitalized to the balance of the bond, and are being amorzed over the term of the bond under the effecve interest method. As of December 31, 2025, the balance on the bond was $46,968,274 (December 31, 2024: $45,002,264), with an accrued coupon payment of $562,500. The carrying value of the bond approximates fair value. The bond is subject to certain covenants which, if not met, would result in the bond becoming repayable on demand. The first covenant is that the company's liquidity shall not, at any me, be less than $6,750,000. The second covenant is that the rao of Market Capitalisaon to Net Interest-Bearing Debt at any me shall not be less than 3.00:1. The Company is to comply with these covenants at all mes, and such compliance to be measured on June 30 and December 31 each year. As at December 31, 2025, the Company was in compliance with both covenants.
In accordance with the terms of the bond agreement, the proceeds from the bond are held in an escrow account which had a balance of $40,000,000 as of December 31, 2025 ($40,188,255 December 31, 2024) and is classified as restricted cash on the Statement of Financial Posion. The bond is secured by (i) a pledge on the escrow account, (ii) a guarantee from Agilyx, (iii) a pledge over all shares issued in Agilyx, (iv) a pledge over all LLC membership interests in Cyclyx owned by Agilyx, (v) a first priority assignment of any intercompany loans granted to or by Agilyx, (vi) first priority charges over the bank accounts of Agilyx, (vii) assignment over all insurances of each Obligor, and (viii) security over the IP porolio.
In 2025, interest income for Restricted cash totaled $1.7 million and interest expense for the Bond payable
was $8.2 million using the effecve interest method.
SENIOR SECURED GREEN BOND (IN USD) Year ending December 31: Group Parent 2026 (6,750,000) (6,750,000) 2027 (56,750,000) (56,750,000) (63,500,000) (63,500,000) Commied payments on the bond are as follows: Note 19: Bonds payable
2025 Annual Report 79
FIGURES IN USD (UNLESS STATED)
On July 16, 2025, Agilyx entered into a subordinated loan facility with various shareholders to secure EUR 20,000,000 to parally fund the acquision of GreenDot (see also note 17). The loan was subordinate to the Green Bonds described in note 19 and included a commitment fee of 2%, and an inial interest rate of 8.5% that would have increased to 13.5% if the debt was sll outstanding on December 1, 2025. Each lender had the right, at any me, to convert all or part of their respecve loan balance into equity shares subject to the approval of the Agilyx board. The loan was drawn down on October 14, 2025 to fund the cash element of the GreenDot equity interest purchase. None of the loan was converted during the period.
On November 20, 2025, Agilyx AS entered into a subordinated converble bond which permits the issuance a series of bonds up to EUR 40,000,000 (excluding PIK Bonds). On November 20, 2025, an inial EUR 24,176,989 of the subordinated converble bond were issued. EUR 20,000,000 of this was set off against the subscribers corresponding claims under the subordinated loan facility described above, which fully repaid those loans, such that the subordinated loan facility was terminated. The subordinated converble bond carries a fixed interest rate of 10% per annum and will mature on June 30, 2028. Interest is accrued via the issuance of PIK bonds. No repayment of the principal or interest is permied unl the Green Bond described in note 19 is repaid.
The subordinated converble bond includes mulple derivave features, several of which would be separable from the host liability contract, including; a Conversion feature which permits holders to convert at an inial conversion price of EUR 1.9829 per share (this is a derivave due to it being denominated in a currency that differs from Agilyx ASA's funconal currency), a Conversion Price Reset, a Make Whole Adjustment, an Early Redempon due to a tax event and a Put Opon Upon Change of Control Event.
Management analyzed the instrument in accordance with IFRS 9 Financial Instruments and determined that it was a Hybrid Financial Instrument, which included a liability feature and mulple embedded derivaves that require separate accounng. Given the complexity and number of features, management determined that to provide the user of the financial statements with the most useful informaon, they would apply IFRS 9 paragraph 4.3.5 and designate the whole contract as fair value through profit or loss. The subordinated converble bond is therefore 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. We ulized a Tsiverios-Ferandes (TF) model to value the subordinated converble bond. The TF model is a single factor model implemented in the form of a binomial lace framework which allows the user to model instruments with both debt and equity-like features. It is a blended discount rate model under which discounng is applied on an equity vs. debt cash flow-weighted basis by separang the total value of the subordinated converble bond into its debt and equity-like components and discounng them at a risk-adjusted risk-free rate. The significant unobservable inputs used in the calculaon of the fair value and their interrelaonships with fair value are: • Volality; • Credit spread – the underlying drivers being: ̵ The volality used in the BDT model to calibrate the term loan spread; and ̵ The recovery rates. The key unobservable level 3 inputs on the fair value measurement of the subordinated converble bond are listed below, along with a sensivity analysis of a reasonably possible change in each significant unobservable input, holding other inputs constant: SUBORDINATED CONVERTIBLE BOND Volality Unobservable Input Fair value (in EUR) Fair value (in USD) P&L impact (in EUR) P&L impact (in USD) Current Volality - 37.55% 23,293,000 No effect No effect No effect Decreased Volality 22,675,000 26,618,636 618,000 725,483 Recovery Rate (Current 60%/30%) 55% / 35% 24,237,000 28,452,299 (944,000) (1,108,180) 65% / 25% 22,266,000 26,138,503 1,027,000 1,205,616 Note 20: Subordinated debt
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The reconciliaon of the opening and closing fair value balance of the Subordinated Converble Bond, which is a level 3 financial instrument, is provided below (this is applicable for both the Group and Parent only financial statements):
The Company’s contract liability balances at December 31, 2024 and 2025 was $170,268 and $8,528, 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: CONTRACT LIABILITY Balance as of January 1, 2024 - Billings deferred 1,172,030 Revenue recognized (1,001,762) Ending balance as of December 31, 2024 170,268 Billings deferred 804,232 Revenue recognized (965,972) Ending balance as of December 31, 2025 8,528
SUBORDINATED CONVERTIBLE BOND (IN USD) At November 20, 2025 28,113,407 Conversions during the period with interest (291,622) Currency translaon 325,660 Change in fair value (798,445) At December 31, 2025 27,349,000 The transacon costs incurred on the Subordinated Loan facility, were capitalized during the period, however, when the Subordinated Loan was replaced with the Subordinated Converble Bond, (which is measured at fair value through profit and loss as described above), total transacon costs of $204,969 were charged to Other financial expense within the Statement of comprehensive income. There were subsequent Tap issuances of the Subordinated Converble Bond aſter the year end, which are described in Note 24. Commied payments on the Subordinated Converble Bond are as follows: SUBORDINATED CONVERTIBLE BOND (IN USD) Year ending December 31: Group Parent 2026 - - 2027 - - 2028 36,101,989 36,101,989 36,101,989 36,101,989 Note 20: Subordinated debt
Note 21: Contract liability
2025 Annual Report 81
Agilyx Group is exposed through its operaons to the following financial risks: • Credit risk; • Liquidity risk; • Foreign currency 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 those listed in the table below, all of which are measured at amorzed cost, plus the warrant/subscripon rights and subordinated converble bonds, 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 and Subordinated converble debt). Due to the short term nature of accounts receivable, cash and cash equivalents, restricted cash, accounts payable and the payable to Group Companies, amounts, the amorzed cost is considered to approximate fair value. The bond 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 and subordinated converble debt described in Note 20. (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, whilst 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. PRINCIPAL FINANCIAL INSTRUMENTS Group – as at Parent – as at December 31, 2024 December 31, 2025 December 31, 2024 December 31, 2025 Accounts receivable 590,377 530,259 - - Restricted cash 40,188,255 40,000,000 40,188,255 40,000,000 Cash and cash equivalents 18,135,934 5,619,416 17,227,016 4,342,543 Total financial assets 58,914,566 46,149,675 57,415,271 44,342,543 Accounts payable 207,796 120,684 376 411 Payable to group companies - - 6,507,676 17,055,505 Bond payable, net of discount 45,002,264 46,968,274 45,002,264 46,968,274 Lease liabilies 822,283 664,558 - - Financial liabilies at amorzed cost 46,032,343 47,753,516 51,510,316 64,024,190 Warrant liability 5,092,107 - 5,092,107 - Subordinated converble debt - 27,349,000 - 27,349,000 Total financial liabilies 51,124,450 75,102,516 56,602,423 91,373,190 Note 22: Financial instruments – risk management
2025 Annual Report 82
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.
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. Note that since all long term borrowings are at fixed rates, management do not consider there to be a significant interest rate risk. The Board regularly receives cash flow 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:
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:
See note 8,19 and 20 for undiscounted contractual cash flow informaon in relaon to the lease liabilies, bond payable and subordinated converble debt. CONTRACTURAL MATURITIES (GROUP – AS AT)
Group – as at As at December, 31 2024 Due between 0-12 months Due between 1-2 years Due aſter 2 years or more Total Accounts payable 207,796 - - 207,796 Payable to group companies - - - - 207,796 - - 207,796 As at December, 31 2025 Accounts payable 120,684 - - 120,684 Payable to group companies - - - - 120,684 - - 120,684 CONTRACTURAL MATURITIES (PARENT – AS AT) Parent – as at As at December, 31 2024 Due between 0-12 months Due between 1-2 years Due aſter 2 years or more Total Accounts payable 376 - - 376 Payable to Group Companies 6,507,676 - - 6,507,676
6,508,052 - -
6,508,052 As at December, 31 2025 Accounts payable 411 - - 411 Payable to group companies 17,055,505 - - 17,055,505 17,055,916 - - 17,055,916
Note 22: Financial instruments – risk management
2025 Annual Report 83
FOREIGN CURRENCY RISK Foreign exchange risk arises when the Company or its subsidiaries or associates enter into transacons denominated in a currency other than their funconal currency. The Company's main exposure is in relaon to the Subordinated Converble Bond which is denominated in Euro and Investment in GreenDot, which operates and reports in Euro. Management does not have specific risk migaon in place to cover this exposure, but note that there is a natural hedge because of the assets and liabilies that they have
which are denominated in the same currency.
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.
NET EARNINGS PER SHARE
Net earnings per share is computed under the provisions of IAS 33, Earnings Per Share. Basic earnings per share is computed by dividing net earnings or loss by the weighted average number of common shares outstanding during the period.
The following table sets forth the reconciliaon of the numerator and denominator used in the computaon of basic net earnings or loss per common share for the years ended December 31, 2024 and 2025: Since Agilyx Group incurred a loss from connuing operaons in both periods, all potenal shares 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 is equal to the Basic Earnings per share for 2025 and 2024. Potenal shares include the outstanding warrants, subordinated converble bonds and stock opons EARNINGS PER SHARE Years Ended December 31 2024 2025 Numerator Loss for the period aributable to common stockholders ($22,039,472) ($148,041,760) Denominator Weighted average shares outstanding, basic and diluted 100,742,879 113,365,664 Earnings per share Earnings per share, basic and diluted ($0.22) ($1.31)
Note 22: Financial instruments – risk management
Note 23: Earnings per share
2025 Annual Report 84
SUBORDINATED CONVERTIBLE BONDS In the post balance sheet period, the following conversions were made of the subordinated converble bond: • January 9 2026 EUR 300,000 into 190,797 shares each with a nominal value of NOK 0.02; • February 5 2026 EUR 300,000 into 190,797 shares each with a nominal value of NOK 0.02. On February 6, 2026, the Company announced a bond tap issue of EUR 14,000,000 on the subordinated converble bonds. The tap issue was priced at 80% of par value. The terms of the issuance were confirmed at an Extraordinary General Meeng on March 2, 2026. Further to the above, on February 9, 2026, the Company announced a further tap issue of EUR 1,823,011 on the subordinated converble bonds. With this tap issue the full EUR 40,000,000 of the subordinated converble bonds have been issued. The tap issue was priced at 80% of par value. The terms of the issuance were confirmed at an Extraordinary General Meeng on March 2, 2026. STRATEGIC REORGANIZATION OF CYCLYX AND REDEMPTION OF BOND PAYABLE On February 2, 2026 the Company announced a series of iniaves to simplify the Company's structure, which were completed on March 25, 2026. As part of the reorganizaon: • Cyclyx's Houston Circularity Center was transferred to exisng joint venture partners; • The Dallas-Fort Worth Circularity Center was unwound, but the Company will be responsible for the long term lease, which represents a liability of $32.7 million. Management are reviewing migang acons including subleasing; • The $50,000,000 Secured Green Bond Payable (as described in note 19), was redeemed on a make whole basis with a total repayment of $54,100,000, on March 31, 2026; and • The Company assumed 100% ownership of Cyclyx Internaonal and its remaining assets and liabilies, which include all of its data, intellectual property, designs, commercial plaorm, remaining cash at bank of $14,100,000 and the long term lease for the Dallas-Fort Worth facility. Note 24: Subsequent events INCREASE IN OWNERSHIP AND CONSOLIDATION OF GREENDOT On 20 April 2026, Agilyx ASA completed a transacon to increase its ownership interest in GreenDot from 46.0% to 50.1%. Key highlights from the transacon are: • The transacon involved the joint acquision by Agilyx and Lafor of all shares in GreenDot previously held by Circular Resources (19.1%). Agilyx holds 50.1% of the shares in GreenDot, while Lafor, an investment vehicle managed by Pioneer Point Partners, holds 49.9%. • Agilyx’s CEO will serve as Chairman of GreenDot. • As a result of the transacon, Agilyx has obtained control over GreenDot and will consolidate GreenDot in its consolidated financial statements in accordance with IFRS 10 Consolidated Financial Statements from the date control was obtained. • To finance the acquision of the addional ownership interest, the Company has arranged a EUR 4.6 million short-term financing facility provided by Lafor with an interest rate of 7% repayable six months aſter the compleon date. The loan is secured by a pledge over the acquired shares.