Annual report
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1 GLX Holding AS Annual report 2024 General information GLX Holding AS (parent company) GLX Holding AS is a special purpose vehicle incorporated 14th August 2017 by Triton to acquire Glamox AS which is the parent company of the Glamox Group. GLX Holding AS holds 76.17% of the shares in Glamox AS. GLX Holding AS consolidates 100% of the Glamox Group in its financial accounts from 11th December 2017.
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2 - Highlights and Key figures ................................................................................... 3 - Board of director s report ....................................................................................... 4 - GLX Holding AS - Group Annual financial statements ............................... 8 - Sustainability at Glamo x ...................................................................................... 10 - GLX Holding AS Annual financial statements .............................................. 71 - Independent Auditor’s Report ........................................................................ 126 Content
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3 • Order intake 1 ended at NOK 4,476 million (NOK 4,315 million), an increase of 3.7%. • Total revenue and other operating income was NOK 4,487 million (NOK 4,266 million), an increase of 5.2% • Adjusted EBITDA 1 ended at NOK 793 million (NOK 621 million), an increase of 27.7% • Adjusted EBITA 1 ended at NOK 670 million (NOK 490 million), an increase of 36.6% • Adjusted EBIT 1 ended at NOK 546 million (NOK 354 million), an increase of 54.2% Financial highlights of the year FINANCIALS 2024 2023 Order intake1 MNOK 4,476 4,315 Total revenue and other operating income MNOK 4,487 4,266 Adjusted EBITDA1 MNOK 793 621 Adjusted EBITA1 MNOK 670 490 Adjusted EBIT1 MNOK 546 354 Net profit/loss (-) MNOK 83 -74 MARGINS & RATIOS Adjusted EBITDA margin1 % 17.7 14.6 Adjusted EBITA margin1 % 14.9 11.5 Adjusted EBIT margin1 % 12.2 8.3 Net interest-bearing debt1 MNOK 2,032 2,214 Leverage ratio1 x 2.6 3.6 Key figures 1 Please refer to APM section for further explanations and details on APM measures. CASH FLOW Net cash flow from operating activities MNOK 691 613
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4 GLX Holding AS’ business GLX Holding AS, “the company”, was formed 14 August 2017 and registered in the Register of Business Enterprises, 7 September 2017. The company’s business is to own shares in Glamox Group. The company’s operations are run from the Oslo municipality. On 11 December 2017, GLX Holding AS became parent company of Glamox Group with a 75.16% ownership. During the owner period GLX Holding AS increased its ownership in Glamox Group to 76.17%. Glamox Group’s registered address is in Molde, Norway. Headquarter is located in Oslo. Glamox Group is a Norwegian industrial g roup that develops, manufactures and distributes professional smart lighting solutions for the global market. Our mission is to provide sustainable lighting solutions that improve the performance and well-being of people. We employ around 2,000 professionals, with sales and production in Europe, Asia, and North America. In 2024, our annual revenues were NOK 4,487 million. The Glamox Group operates two segments - Professional Building Solutions division (PBS) and Marine, Offshore & Wind division (MOW). Each of the two segments are served by our Sourcing, Production & Logistics division (SPL), which operates factories and plays a significant role in the procurement of c omponents and delivery of finished goods. The Professional Buildings Solutions (PBS) division provides indoor and outdoor lighting solutions for non-residential applications. The division is a leading supplier to the professional building markets, offering complete product ranges for educational and healthcare facilities, commercial and industrial buildings, retail facilities, hotels and restaurants. Through the range of quality lighting brands, PBS create comfortable, flexible and stimulating working environments. The products are engineered for easy mounting, use and maintenance, with state-of- the-art electronic components and light sources for optimal energy efficiency and a small environmental footprint. As a local partner, PBS provide tailored expert advice and serve each customer to meet their individual needs. The Marine, Offshore & Wind (MOW) division provides lighting solutions for maritime, wind and energy applications. The division is a leading supplier to the world’s marine and offshore markets, including commercial marine vessels, cruise ships, ferries, defence and security vessels, fishing vessels, search and rescue vessels, offshore and onshore energy installations – including wind energy, p etrochemical plants and recreational boats. Offering a strong global network and a range of quality lighting brands, MOW can meet all maritime lighting requirements, including interior lighting, floodlights and searchlights, explosion-proof lu minaires and navigation lights. With the innovative and energy efficient solutions for extreme applications, MOW set the standard for marine and offshore lighting. As a local partner, MOW deliver extra value through the knowledge of the needs and preferences of each customer. For further information about Glamox Group’s operations, see Glamox Group’s annual report. The company does not own shares in any other companies. Going concern In accordance with Section 3-3a of the Norwegian Accounting Act, cf. § 4-5, the Board of Directors confirms that the accounts have been prepared on a going concern basis and that this assumption is appropriate at the date for the accounts, and that GLX Holding AS has sufficient equity and liquidity to fulfil its obligations. Statement of the financial statements The company, based on non- consolidated figures, reports an annual loss of NOK 41 million (loss of NOK 2 million). The company’s equity capital per 31 December 2024, was NOK 1,398 million, 50.8% (NOK 1,439 million, 51.6%). Total revenue and other operating income was NOK 4,487 million (NOK 4,266 million), an increase of 5.2%. EBITA in 2024 for the consolidated accounts was NOK 574 million (NOK 435 million). EBITA was Board of Directors Report 2024
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5 negatively impacted by special items in the magnitude of NOK 95 million (NOK 56 million). Special items were mainly related to initiatives supporting growth, restructuring and efficiency improvement. Furthermore, the special items included an ERP implementation cost, which is about to be finalised, and acquisition and integration costs. Restructuring, integration, and relocation activities were embarked upon to further enhance the long-term competitiveness of the Glamox Group and will have a positive effect entering 2025 and onwards. Intangible resources such as industry expertise, development of technology and software as well as brand recognition are important for Glamox to achieve the ambitious plans set out in the strategic Green Light Plan. The adjusted EBITA in 2024 was NOK 670 million (NOK490 million), an increase of 36.6%. The increase in adjusted EBITA was largely a result of higher revenue, in combination with cost savings initiated during the year and over previous years, somewhat offset by inflationary pressures on cost items. Revenue growth was supported by an increase in sales of Light Management Systems (LMS), with the Group continuing to benefit from the ongoing market shift from the supply of lighting products to lighting solutions. Decreased depreciations, amortisations, and impairments of NOK 255 million (270) positively impacted adjusted operating profit. The profit for the year in the consolidated accounts was a profit of NOK 83 million (loss NOK 74 million). T he consolidated equity capital per 31 December 2024, was NOK 1,684 million, 29.8% (NOK 1,615 million, 29.8%). Glamox Group directly expensed NOK 66 million (NOK 54 million) related to research and development activities and capitalised NOK 5 million (NOK 7 million) related to development cost in 2024. Net change in cash and cash equivalents in 2024 was NOK 187 million (NOK 165 million), an increase of NOK 22 million. Net cash flows from operating activities amounts to NOK 691 million (613 million). The increase is mainly explained by increased operating profit, a favourable development in trade payables, and other operating changes, partially offset by higher trade receivables resulting from increased revenu es and higher taxes paid. Changes in inventory w ere stable. Net cash flow from investing activities was NOK -118 million (NOK -52 million) while net cash flow from financing activities was NOK -386 million (NOK -396 million). The Board believes the company’s equity and liquidity as of 31 December 2024, to be satisfactory. In the opinion of the Board, the presented income statement and balance sheet and accompanying notes for the company and the consolidated accounts provide a satisfactory statement of earnings in 2024 and the financial position at year-end. Financial risk management The Group is exposed to credit risk, interest risk, and exchange risk in its day-to-day business operations and aims to keep risk at an acceptable level in these areas. The underlying loan contracts are instrumental for managing interest risk. Currency risk is managed through internal invoicing rules, matching income against expenses in the same currency and loans against equity in the same currency, as well as the use of financial instruments. For further details, see note 5.5 Financial risk management in the annual accounts. Development by segments The Group has two segments - Professional Building Solutions (PBS) and Marine, Offshore & Wind (MOW). They operate in strategically different markets, have different sales channels, marketing strategies and are therefore subject to different types and magnitude of risk. The Sourcing, Production & Logistics (SPL) division supports each of the two segments. PBS is a leading supplier of lighting solutions to the European non- residential building market, with Northern and Central Europe as the most important markets.
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6 PBS develops and supplies complete lighting solutions for educational and healthcare institutions, offices, and industrial buildings. PBS achieved an order intake of NOK 3,055 million (3,148), a decrease of 3.0%. Order activity related to renovation and retrofit activity has shown good progress during the year, whereas the new build market is more constrained. In the same period, total revenue was NOK 3,116 million (3,171), a decrease of 1.7%. The main growth contributors were Finland, the Netherlands, and Denmark compared to 2023. EU investments in energy-efficient buildings, the shift from conventional lighting to LED, and the growth in smart lighting systems and services have all supported PBS market demand related to renovation and retrofit activity. MOW is responsible for developing, selling and distributing sustainable lighting solutions to commercial marine, offshore energy, offshore wind and navy verticals. Its total order intake improved by 21.7% to NOK 1,421 million (1,167). Customer activity was driven by demand for energy-efficient lighting in the Offshore Energy, Commercial Marine, Navy, and Offshore Wind verticals, due to a combination of retrofit and new build projects as the industries strive to comply with emission reduction targets. Changes in geopolitical tensions affected demand in the Navy vertical, and project timing remains inherently volatile. T otal revenue was NOK 1,371 million (1,090), an increase of 25.8%. The Commercial Marine, Navy, and Offshore Energy verticals saw strong development. Glamox AS acquired 100% of the shares in MARL International Holdings Ltd, which fully owns MARL International Ltd. The acquisition was completed on 13 August 2024. MARL International is recognised in the MOW division. Proposal for allocation of profit The Board of directors proposes that the year`s loss of GLX Holding AS of NOK 41 million is allocated to retained earnings. Corporate governance The Board of directors considers corporate governance to be a prerequisite for long-term value creation and growth. The Board of Directors has decided that the GLX Holding AS will comply with the Norwegian Code of Practice for Corporate Governance (which is available at www.nues.no). Further information on GLX Holding AS’ corporate governance can be found under “Investor Relations / GLX Holding AS” on the Glamox Group corporate website. Glamox Group including subsidiaries carries Director & Officers Insurance provided by AIG, covering past, present, and future Board members and company officers for personal legal liability, including defense costs. Environmental, Social and Governance. ESG considerations are gaining significance among our stakeholders, and in 2024, the Glamox Group intensified its focus on ESG. It aims to be at the forefront of the industry in this regard, with its Sustainability report forming an integral part of the annual report. The Glamox Group operates an established ESG programme with a focus on compliance and risk management to protect the business value and align with ESG market expectations for value creation. Its Code of Conduct, which acts as a moral compass to preserve integrity and promote standards of accepted business ethics, is approved by the Board. The Board has delegated responsibility for managing the company’s sustainability efforts to the Group CEO. The Glamox Leadership Team is headed by the Group CEO and is responsible for implementing these commitments to policies and procedures. The Head of Sustainability within the Glamox Leadership Team is responsible for the ESG goals embedded in the company strategy. The Legal and Compliance department drafts policies and procedures and has oversight of the governance model and compliance with legal requirements. In that relation, a compliance management system has been implemented. It encompasses various components, including values, corporate social responsibility policies, code of conduct, responsible business partner policy, anti-corruption policy, privacy policy, whistle- blowing policy, crisis management policy, sanctions and export control procedure, and health, safety and environmental (HSE) policy. This system is continuously evolving and forms a vital part of Glamox Group operations. During the reporting period, there were no notable instances of non-compliance with laws and regulations. Sustainability Glamox is dedicated to minimizing both its own and its customers’
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7 environmental footprint. Our mission is to provide sustainable lighting solutions that improve the performance and well-being of people. To achieve our ambition of becoming a sustainability leader, we ha ve integrated our sustainability strategy into our Glamox Green Light Strategic Aspirations Plan. We are committed to assisting our customers in reducing electricity usage and carbon emissions through our energy-efficient lighting products, control systems and services. Over 98% of our luminaires utilize energy-efficient LED technology. By simply replacing conventional luminaires with our LED alternatives, electricity consumption can be reduced by up to 50%. This figure increases up to 90% when our luminaires are integrated with our light management systems. In addition, we embrace circular economy design principles in our product development, which extends the lifespan of our products and enables us to recycle materials such as plastics and aluminium. Glamox Group publishes a statement outlining our expectations for suppliers, our human rights due diligence, and our risk management approach. This statement is issued in accordance with the Norwegian Transparency Act and is available at: https://www. glamox.com/sustainability/policies/ Responsible business partner The Glamox Group is dedicated to upholding responsible business practices and adhering to the highest ethical standards in all business operations. These standards are outlined in the Glamox Code of Conduct, supported by various policies and guidelines including the Responsible Business Partner Policy and the anti-corruption policy. The Procurement department is responsible for the day-to-day management of human and labour rights in the supply chain and for maintaining a sustainable sourcing cycle. We communicate our expectations regarding respect for human rights, decent working conditions, and ethical business conduct to our suppliers. Utilising digital tools, we transparently qualify and monitor them, thereby promoting transparency in the industry and raising awareness globally. For more details on Glamox Gro up’s initiatives in 2023, please refer to the Sustainability section, starting from page 10. Responsible business partner The Glamox Group is dedicated to upholding responsible business practices and adhering to the highest ethical standards in all business operations. These standards are outlined in the Glamox Code of Conduct, supported by various policies and guidelines including the Responsible Business Partner Policy and the anti-corruption policy. The Procurement department is responsible for the day-to-day management of human and labour rights in the supply chain and for maintaining a sustainable sourcing cycle. We communicate our expectations regarding respect for human rights, decent working conditions, and ethical business conduct to our suppliers. Utilising digital tools, we transparently qualify and monitor them, thereby promoting transparency in the industry and raising awareness globally. For more details on Glamox Group’s initiatives in 2024, please refer to the Sustainability section. Health and safety The Glamox Group is committed to achieving zero accidents, and its dedication to maintaining a safe working environment is an ongoing effort. The business has established a reporting procedure that mandates the reporting, investigation, and mitigation of all lost time accidents. In 2024, a total of 7 lost time accidents were reported, resulting in an accident ratio (H-value) of 2.0 accidents per 1 million worked hours, an increase from 1.8 in 2023. Equal opportunities and working environment The company has no employees. The Board consists of three people, two men and one woman. In 2024, the average number of fulltime employee equivalents (FTEs) in Glamox Group stood at 2,036 representing a decrease from 2,086 in 2023. Glamox Group have conducted a pay equality analysis for employees in Glamox AS (“likelønnskartlegging”) in compliance with the requirements of the Equality of Opportunity and Treatment Act (“Likestillings- og diskrimineringsloven”). For details on the shareholder situation, please refer to note 5.7 Equity and shareholders in Glamox’s annual accounts. The Glamox Group is dedicated to fostering an inclusive work culture that promotes equal opportunities and fair treatment for all employees. The company recognises the unique value of each individual and believes in appreciating individuals
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8 based on their skills and abilities. The Glamox Group strictly prohibits any form of harassment or discrimination based on race, colour, religion, gender, sexual orientation, national origin, age, disability, or veteran status, as outlined in its Code of Conduct and supported by its Whistleblower policy. The policy ensures that equal skills and length of service are rewarded regardless of gender. Women and men in all job categories are given equal opportunities for assignments and career advancement. At the end of 2024, female employees accounted for 40.6% of the Glamox Group’s workforce. In Glamox AS, 36.6% of employees were female, with women holding 33.3% of leadership positions. Additionally, 27.5% of part- time employees and 30.4% of temporary hires in Glamox AS were female. Gender diversity is crucial, and while the lighting industry traditionally has been dominated by men in sales and leadership positions, Glamox Group wishes to contribute to the positive developments by targeting an improvement in the ratio of men and women in all parts of the company. We therefore view our work in this area to have a potential positive impact on diversity and equal opportunity. We strongly believe that a diverse organisation will be a successful organisation, and we focus on all types of diversity. Outlook The Glamox Group’s fundamental growth prospects are positive and based on a robust business model, clear strategy, and positive long-term market drivers in both its operating segments. Growing demand for energy-efficient smart lighting solutions, driven by increased focus on energy savings and stricter environmental regulations, along with investments in offshore energy, navy, and wind sectors, present promising long-term growth opportunities, both in new build, renovation, and retrofit projects. While near-term visibility is somewhat uncertain due to macroeconomic factors and shifting geopolitical conditions, the business remains agile and well-prepared to navigate these challenges. However, these factors may impact the short/ medium-term growth trajectory and will be closely monitored. Despite these risks, the Board continues to believe that the Glamox Group remains well- positioned to capitalise on growth opportunities through the implementation of its Green Light Strategy. Declaration by the Board of Directors The Board of Directors of GLX Holding AS has today considered and approved the Board of Directors’ report, including the integrated Sustainability report, and the audited Financial Statements for GLX Holding AS. Oslo, 29 April 2025 Mikael Aro Chairman of the Board Joachim Solbakken Espen Board member Hanna-Maria Heikkinen Board member
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9 Sustainability section statement The sustainability section in this (GLX Holding’s) annual report is based on the activities and performance of its operating company, Glamox Group. As such, the content presented reflects the sustainability efforts, initiatives, and results of the Glamox Group. The sustainability statement has been prepared in accordance with the disclosure requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS), and outlines Glamox Group’s key sustainability-related activities, material topics, and impacts across its operations.
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Creating light for a better life 10 Sustainability at Glamox Photo Ståle Johan akleStad. - Norafjellet. A little gem in Romsdalen, Norway. At the top, it is green and idyllic with several small lakes, the contrast is great with the huge and frightening Trollveggen that lies close by.
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Creating light for a better life 11 Sustainability highlights 2024 42% of our turnover came from connected lighting 2% 7 compared to 2023 Connected lighting Reduced scope 1 and 2 CO2 emissions by Lost time injuries unchanged Glamox Science Based Targets validated Inaugural CSRD reporting Complete reporting on Scope 3 emissions 86% Waste recycled Glamox Group set out ambitious goals for 2024, with several important milestones achieved throughout the year. Photo Ståle Johan akleStad - Kyrkjetaket n December. Perhaps the most popular ski mountain in Romsdalen, Norway, and for good reason, there is often good snow here, and a long descent awaits from the top. 92% share of renewable electricity Renewable electricity Environmental product declarations >50% of products produced by PBS now have EPDs
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Creating light for a better life 12 Glamox’s sustainability statements Glamox is committed to enhancing sustainability performance across our value chain. We uphold the highest standards of transparency and align our reporting with harmonized sustainability frameworks. This section presents Glamox’s sustainability statement, prepared in accordance with the disclosure requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS). It outlines our sustainability-related activities and key material topics. Basis for preparation
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13 Creating light for a better life Light has a tremendous impact on people’s lives, their health and well-being, as well as their performance, which is core to our business and products. At Glamox, we aim to create light for a better life. We provide sustainable lighting solutions that improve the performance and well-being of people. Our ambitions However, our operations and our business as a provider of professional lighting solutions also come with a carbon footprint that impacts the planet. This fact presents a challenge for our industry. To counter this challenge, Glamox seeks to help our customers reduce their energy usage through sustainable products and solutions. We also aim to reduce emissions and any adverse impact on nature in production and sourcing of materials for our luminaires. Finally, Glamox works tirelessly to improve transparency on social and governance topics throughout the supply chain. We work continuously with experts and stakeholders to ensure we are part of the solution in facing the sustainability challenges in our industry. We have set ambitious goals and track our ongoing progress on key topics such as environmental and climate sustainability, labour rights and business ethics. Glamox’s sustainability commitments are anchored in our integrated business strategy and value proposition. We continuously align our sustainability commitments with our annual Double Materiality Assessment (DMA). This way, Glamox’s DMA is a dynamic process that guides our targets on sustainability.
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14 Creating light for a better life Glamox follows the ESRS reporting structure, beginning with a general information section that establishes the basis for preparation, including methodologies and specific circumstances relevant to our reporting. Structure of the Sustainability Statement For this year’s Sustainability Statements, two topics have been prioritized for Environmental, two for Social, and one for Governance. Below is a presentation of Glamox’s sustainability commitments, prioritized topics for Environment, Social, and Governance, each detailed in dedicated sections: Strategic sustainability focus The general information section covers: • Basis for preparation • Sustainability governance • Strategy, business model and value chain • Impact, risk, and opportunity management Following Glamox’s double materiality assessment (DMA), the subsequent sections address material sustainability matters across our operations and value chain. By structuring our sustainability disclosures in line with ESRS requirements, Glamox ensures transparency, accountability, and a clear focus on driving meaningful progress in sustainable lighting solutions. / Environmental • ESRS E1 - Climate change • ESRS E5 - Circular economy / Social • ESRS S1 - Own workforce • ESRS S2 - Workers in the value chain / Gov ernance • ESRS G1 - Business conduct
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15 Creating light for a better life The preparation of this sustainability statement involves the use of estimates and judgements, particularly where data collection depends on third-party suppliers or complex calculations. Glamox has implemented a centralized approach to emissions calculations, prioritizing primary measurement data where available. However, for certain indicators - especially those relying on external sources - estimates have been applied. These estimates are subject to ongoing evaluation and improvement to enhance data accuracy over time. To ensure transparency, this report includes detailed explanations of key methodologies applied in measuring environmental, social, and governance (ESG) impacts. Accounting policies are integrated within relevant sections to provide clarity on measurement approaches and the treatment of specific sustainability metrics. The scope of Glamox’s sustainability statement aligns with our financial statements, covering the consolidated sustainability performance of Glamox Group and its subsidiaries, including all entities listed in Note 11 of the Financial Statements. MARL International is excluded from the environmental reporting due to being part of the Group for less than six months. MARL International will be fully included as of 2025. The statement includes upstream and downstream activities, as well as Glamox’s own operations. Where disclosures are based on assets under operational control, this is explicitly stated in the respective sections. This sustainability statement has been reviewed and approved by the Board of Directors at Glamox AS. It was approved on 24 April 2025 as part of the Glamox Annual Report for the reporting period from 1 January 2024 to 31 December 2024. None of the environmental, social, and governance (ESG) metrics presented have been validated by an external body, other than our assurance provider. Glamox makes use of available transitional provisions, allowing applicable Disclosure Requirements or datapoints of Disclosure Requirements to be omitted during the first year of preparing the sustainability statement under the ESRS. BP-2. Disclosures in relation to specific circumstances Glamox is required to comply with the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS) starting with the reporting period ending 31 December 2024. This marks a significant shift in our sustainability reporting, ensuring greater transparency and alignment with EU regulations. For the past three years, our sustainability report has been prepared in alignment with the GRI Standards. We have restated our Scope 3 Products in use for 2023 due to wrongly applied emissions factors in the Normative platform. This was discovered after the report was published. We do not have any other changes in preparation or presentation of the Sustainability Statement or errors in prior periods as this is the first year of reporting based on the ESRS standards. Methodology, Estimates, and Judgements Scope of the Sustainability Statement Reporting adjustments related to prior periods
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16 Creating light for a better life Glamox reports on progress regarding the Sustainability Linked Financing Framework KPIs. The first report on progress after Glamox launched the Sustainability Linked Financing Framework in January 2022 (the “Framework”) was done in the 2023 Annual Report. The Framework is used for Glamox AS bank financing as well as GLX Holding AS FRN Senior Secured NOK 2,000m (ISIN NO0012838970). The Framework is developed in alignment with the Sustainability-Linked Bond Principles (SLBP) published in June 2020 by the International Capital Market Association (ICMA) and the Sustainability Linked Loan Principles (SLLP) published in March 2022 by the Loan Market Association (LMA), Asia Pacific Loan Market Association (APLMA) and Loan Syndications and Trading Association (LSTA). The Framework was subject to a pre-issuance Second Party Opinion by Position Green. In this respect, Glamox reports on the following KPIs and SPTs: From Glamox’ Sustainabilty-Linked Bond Framework Sustainability Linked Financing Framework KPIs As Glamox refines its sustainability reporting in alignment with the CSRD and ESRS framework, we remain committed to improving data accuracy, completeness, and comparability. Through these efforts, Glamox continues to strengthen its sustainability governance and reporting capabilities to provide stakeholders with clear, consistent, and actionable insights into our sustainability performance. Future Reporting Considerations Key Performance Indicators (KPI) Sustainability Performance Targets (SPT) 1 Absolute Scope 1 and 2 GHG emissions in metric tonnes Reduce absolute Scope 1 and 2 GHG emissions byt 40% by 2025 from a 2021 base year 2 Share of turnover from connected lighting Increase in the share of turnover from connected lighting to 45% by 2025 3 Non-hazardous wast to landfill in metric tonnes Reduce the share of non-hazardous waste sent to landfill to 1% by 2025
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17 Creating light for a better life GOV-1. The role of the administrative, management and supervisory bodies GOV-2. Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies GOV-3. Integration of sustainability-related performance in incentive schemes Governance Glamox aspires to be a role model for responsible leadership by delivering on governance and business ethics. Respecting, supporting and promoting human rights is embedded in our vision and values, policies and procedures. The Board of Directors Report, starting on page 26 of the Glamox Group annual report, describes our governance structure, composition, role and development of the Board of Directors, the highest governance body in Glamox. The governance structure at Glamox consists of two key bodies: The Board of Directors (BoD) - Oversight and governance of Glamox’s sustainability ambitions are anchored with the Board of Directors and cascaded through the organization by establishing relevant governance structures and ensuring sustainable practices. They monitor and ensure progress towards our strategic priorities, covering sustainability and target achievement, ensuring compliance with sustainability regulations, including CSRD. Sustainability priorities are integral to the Board’s decision-making, encouraging innovation and sustainable business practices to drive long-term value. The Board ensures that the Group operates in the interests of the company’s shareholders and other stakeholders. - Three members of the Board of Directors form the Audit Committee. The Audit Committee oversees sustainability activities, ensuring compliance with the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS). This includes the annual approval of the Double Materiality Assessment (DMA) and Sustainability Statements. The Audit Committee is formally anchored in GLX Holding AS but functioning for the Glamox Group as a whole. - The Board of Directors consists of ten members, with 40% being female. Additionally, 40% of the Board members are independent, ensuring strong governance practices. The Board also includes three employee-elected representatives. Glamox currently does not have any non-executive members serving on its Board of Directors. - The board members collectively possess relevant experience in alignment with the ESRS requirements. Their backgrounds include extensive expertise in corporate governance, sustainability strategy, risk management, and regulatory compliance. Several members have held leadership positions in organizations subject to sustainability reporting obligations, ensuring a deep understanding of ESG principles and disclosure practices. Additionally, the Board benefits from members with sector- specific knowledge and experience in stakeholder engagement, enabling effective oversight of sustainability-related risks and opportunities. The Group Leadership Team (GLT) - Responsible for daily operations and implementation of strategic initiatives. The Leadership Team sets the strategic direction on sustainability, with functional heads responsible for implementing targets and actions and ensuring regulatory compliance. The team engages in major decisions, monitors policies and targets, and approves actions to facilitate progress. Each sustainability topic and target is assigned to a relevant function to ensure due diligence in sustainability matters. - The Group Leadership Team consists of nine members, of which 33% is female. The GLT plays a key role in translating strategy into action and integrating sustainability into daily operations. Board and management’s role and responsibilities with regard to sustainability
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18 Creating light for a better life Expertise and Skills in the Board and GL T In 2024, Glamox’ Board of Directors revised its Board of Directors’ Instruction. According to the instruction, sustainability including environmental, social, and governance compliance status shall be dealt with as a fixed agenda item twice a year. The Board evaluates its own work annually. The Board’s self-assessment includes the Board’s role in relation to sustainability issues and its competence to perform this role. GLT provides additional support whenever significant strategic ESG- related changes arise. Incentive Schemes and Remuneration Policy Glamox has established specific sustainability-related targets and impact metrics to assess the performance of its administrative, management, and supervisory bodies. These targets include measurable goals related to development regarding EPDs, share of LMS sales, and diversity and inclusion, aligned with the company’s overall ESG strategy. In 2024, sustainability related measures for the Executive Management made up 14% of Glamox’s Group financial bonus targets. Sustainability performance metrics are integrated into the performance evaluation framework and serve as benchmarks in the determination of variable remuneration, such as annual bonuses and long-term incentive plans. These metrics are explicitly included in the remuneration policies to align executive incentives with the achievement of sustainability objectives. The terms and conditions of these incentive schemes are reviewed and approved at the Board level, ensuring alignment with Glamox Group’s strategic priorities and compliance with ESRS requirements. Regular updates are made to reflect evolving sustainability goals and regulatory developments. Currently, climate-related criteria are not included in Glamox’s incentive schemes for 2024. However, climate-linked incentives will be considered as the company advances its ESG strategy. Details on the remuneration policy and incentive schemes for the Board and Executive Management are available in the BoD report on page 33 and in the Annual Accounts 2024, note 7.1 Management- and Board remuneration, in the Glamox Group annual report. Statement on due diligence GOV-4. Statement on due diligence Glamox’s sustainability due diligence process is an ongoing process to identify, prevent, mitigate and account for how we address the actual and potential positive and/or negative impact on the environment and/or people connected with our business as well as any actual or potential risks and opportunities that arise from sustainability matters, noting that these efforts encompass our entire value chain. This process informs our assessment of our material impacts, risk and opportunities of sustainability matters and may trigger changes in our business model and strategy. For the latter we prioritise severity based on scale, scope, and likelihood of the impact. For more details on our 2024 due diligence processes, please refer to the BoD’s report. Actions taken to mitigate negative impacts are outlined in the strategy, governance, and action plans for each material topic. Alignment with financial reporting To ensure consistency and coherence, our sustainability data is aligned with our financial reporting, where appropriate. Our environmental data is based on products delivered and monetary amounts that are derived from the same source as our financial reporting. Risk Management and internal controls over sustainability reporting GOV-5. Risk management and internal controls over sustainability reporting At Glamox, we have established robust internal controls and risk management processes to ensure the accuracy and reliability of our sustainability reporting. GLT receives updates on sustainability matters on a regular basis, while the Board of Directors is informed at least twice a year. Internal control processes Sustainability data is collected from various departments, primarily Finance, Procurement, Sustainability, and HR. The Sustainability department executes internal control processes to verify the completeness and accuracy of reported information.
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19 Creating light for a better life Strategy, business model and value chain SBM-1. Strategy, business model and value chain Green Light Strategic Aspirations Towards 2026 / Creating light for a better life We provide sustainable lighting solutions that improve the performance and well-being of people Glamox shall be the preferred project partner by offering a superior customer experience / / Innovate market driven, human centric, sustainable lighting solutions Win the market for Light Management Systems Environmental excellence, simplification & digitalisation across the value chain Grow people, culture and leadership Accelerate growth in existing markets 1 2 3 4 5 Glamox is a Norwegian industrial group that develops, manufactures and distributes professional lighting solutions for the global market. Our mission is to provide sustainable lighting solutions that improve the performance and well-being of people. Our solutions are designed to combine high performance and sustainability with simplicity and ease of use, offering superior customer experience. We make smart use of technology and supply it with generations of experience and true care for our customers and their people. In 2024, our annual revenues were NOK 4,487 million. We offer our solutions through a range of quality lighting brands. Regardless of brand, the close follow-up of each customer is at the heart of our offering. Whether in a production facility, a fishing vessel or an office building, our ambition is to provide lighting that contributes to a better life for the businesses we serve and those who work there. Our business model and value chain Our corporate strategy, Glamox Green Light Strategic Aspirations, integrates sustainability across all five pillars, with the fourth pillar, “Environmental excellence, simplification and digitalization across the value chain” focusing on: • Reducing emissions • Reducing waste • Prioritizing sustainable materials to support a circular economy • Promote responsible practices and transparency across our supply chain As sustainability is integrated in all our strategic efforts, our first three and fifth strategic pillars -Accelerate growth in existing markets, Innovate market- driven, human-centric, and sustainable lighting solutions, Win the market for Light Management Systems, and Grow People, culture & leadership -are all designed to help our customers reduce energy consumption and contribute to a more sustainable future. By expanding our reach in key markets, we ensure that more businesses and industries have access to energy- efficient lighting. Through continuous innovation, we develop solutions that not only enhance user experience but also optimize energy use. Our leadership in Light Management Systems enables intelligent control of lighting, further minimizing energy usage and maximizing efficiency. Together, these strategic pillars reinforce our commitment to sustainability by enabling smarter, more responsible energy consumption for our customers. Glamox does not operate in sectors with significant activities or material impacts, such as fossil fuels (coal, oil, and gas), chemical production, controversial weapons, or tobacco cultivation and production. Our strategic approach considers employees, communities, and the corporate value chain. The corporate strategy is updated to reflect material changes and actions in our operating environment and from material topics in our DMA. Glamox aims to drive sustainability while capitalising on opportunities from the broader sustainability transition. Additionally, Glamox aspires to be an active partner and change agent in an accelerated transition. Glamox’s corporate strategy, particularly in the areas of reducing emissions and circularity, reflects Glamox’s material topics from the DMA. Furthermore, the social aspects of our strategy are connected to social
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20 Creating light for a better life standards and material topics, ensuring a comprehensive approach to sustainability. Glamox has not set sustainability-related goals that are specifically assigned to significant groups of products and services, customer categories, geographical areas, or relationships with stakeholders. However, Glamox adopts a strategic approach to value chain decarbonisation by prioritising specific commodities and materials, ensuring that our efforts are concentrated where they can have the most significant impact. More information on Glamox’s business model, strategy, products, and services can be found in the Strategy section on page 11 in the Glamox Group annual report. More information on employees by geographical area can be found in the charts Distribution of revenues and employees on page 10 in the Glamox Group annual report. Our value chain Upstream Own operations Downstream Extraction of raw material and component suppliers Energy supply Inbound logistics Design and Production of luminaires and lighting systems Business operations Outbound logistics Customers in the Professional Buildings Solutions and Marine, Offshore & Wind divisions Given our broad portfolio of products across our two divisions (PBS and MOW), Glamox has a global supply chain system. Our products rely on key commodities such as metals, plastics, glass, cables and finished goods. Within our own operations our main activities are carried out in our manufacturing sites, warehouses and offices. These are mostly located in Europe, and with operations in customer- facing areas, mainly in North America and Asia Our products are delivered to our customers through various distribution channels. Our customer support provides assistance, offers maintenance services, and handles product recalls etc.
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21 Creating light for a better life SBM-2. Interests and views of stakeholders Interests and views of stakeholders The Glamox sustainability strategy is based on thorough assessments and created together with sustainability experts and in dialogue with our key stakeholders. Our sustainability priorities have always been determined in discussions with our internal and external stakeholders. Glamox’s key stakeholder groups include investors and analysts, Non- Governmental Organisations (NGOs), local communities, customers, suppliers and workers in the value chain, and employees as well as governments and regulators of the countries where we operate. A key element of our implementation of these priorities has been to align ongoing initiatives across the Group into a coherent approach by sharing knowledge and best practices. At Glamox, we prioritize active engagement across our value chain and diverse stakeholders. With a solid foundation in knowledge and production, we recognize that collaboration drives meaningful insights and progress. Whether addressing end-user needs, safeguarding human rights, or exploring innovative solutions, we are committed to continuous stakeholder dialogue through both formal and informal interactions. This engagement helps us understand stakeholder concerns, expectations, and perspectives, shaping our sustainability and business strategies. Insights from these discussions inform our Double Materiality Assessment (DMA), with internal subject-matter experts (SMEs) acting as stakeholder proxies. We integrate stakeholder views on sustainability-related Impacts, Risks, and Opportunities (IROs) into our business processes, ensuring alignment. The GLT is regularly updated, and the Board when deemed necessary, on emerging insights to support informed decision-making. In addition to systematic stakeholder dialogue, we are active in several organisations and initiatives, including as a participant in the UN Global Compact, commitment to the Science Based Targets Initiative (SBTi) and the Triton network. Glamox monitors its alignment with the EU taxonomy, which we elaborate on in the chapter on the Environment, later in this report. To increase the available knowledge about light and its impact on well-being, we contribute to research projects with academic partners, such as the University in Bergen and the International Commission on Illumination. Furthermore, Glamox is a member of several national associations for producers of lighting solutions. We are also a member of Norsk Industri in the Confederation of Norwegian Enterprise (NHO). Our engagement with stakeholders Society (Authorities, local communities, unions, non-governmental organisations) Internal (Board of Directors and employees) Market (Customers, partners, suppliers, end users) Investors (Shareholders, financial institutions, analysts) Stakeholders
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22 Creating light for a better life As part of our stakeholder engagement, we identified our key stakeholders as presented in the table below. These selections are based on who has the greatest influence on Glamox’s activities and who is most affected. DO= Downstream; OO= Own operations; UP= Upstream Key stakeholders Type of engagement and collection of insights Purpose of engagements Outcomes from engagements Value chain Internal SME Customers (B2B) • Daily engagement with our customers • Customer insights-based product development through co-creation process in product design for selected design processes • Monitor and understand market movements and customer needs • Ensure value offerings match needs and requirements • Product and service improvements • Innovative, high-quality sustainable products and services that help our customers achieve their business and sustainability goals DO • Customer care • Sales teams • Customer insights Employees • Annual engagement survey and development conversations • Health & safety processes • Whistleblower processes • Respecting human rights and diversity, equity, and inclusion • Learning views and needs of employees and aligning improvement and action plans with employee inputs • Providing a safe and healthy work environment • Employee retention • Meaningful work and good development opportunities OO • HR managers • Unions and workers councils Investors and analysts • Investor calls • Periodic investor updates • Understanding views and expectations on ESG performance • Respond to investors ESG requests and questionnaires • Attracting responsible investors • Data available to investor queries • Transparency on Glamox's ESG performance to industry benchmark OO • Investor relations Suppliers and workers in the value chain • Daily engagement on product and process dialogues • Supplier due diligence and questionnaires • Human rights assessments via screening and on-site assessments • Ensure compliance with Glamox’s Code of Conduct • Co-creation processes with suppliers • Ensuring available whistleblower process • Protect human and labor rights of workers in high-risk areas • Informed selection of suppliers • Partner on solutions for customers and end users UP, DO • Supply chain • Legal • Sustainability team • HR managers Local communities • Local employee activities • Partnerships for community benefits • Providing economic and social value, while minimizing environmental impact • Local employee events • Employee retention and ambassador effects UP, OO, DO • Sustainability team NGOs, interest organizations, incl. civic, non-profit organizations, and governments • Thought leadership and sharing experiences on ESG • Collaboration with academic partners • Publication of laws, regulations, and policies • Access to tools provided / Guidance on best practice • Research to develop innovative solutions • Understand societal concerns and help solve societal issues • Ensuring compliance and meeting market standards • ESRS aligned Sustainability Statements to increase transparency and industry comparability • Responsibility and accountability towards material issues, and industry leadership on topics of highest impact and leverage OO • Legal • Sustainability team
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23 Creating light for a better life Impact, risk and opportunity management IRO-1. Description of the process to identify and assess material impacts, risks and opportunities IRO-2. Disclosure Requirements in ESRS covered by the undertaking’s sustainability statements SBM-3. Material impacts, risks and opportunities and their interaction with strategy and business model Risk identification and assessment Glamox has worked together with external sustainability advisors since 2020 to identify and map stakeholder expectations, our sustainability impact, as well as key topics for us to focus on going forward as a Group. Our first materiality assessment was conducted in 2021 with regular reviews and continuous stakeholder engagement. In 2024, Glamox did a review of the material topics and completed a new materiality assessment in line with the principles of double materiality and conducted its first Double Materiality Assessment (DMA) in accordance with ESRS. Double materiality takes the concept of materiality one step further, meaning a company must both report on how its business is affected by sustainability issues, and its activities impact society and the environment. Identified risks have been integrated into our overall risk management framework, as detailed in the risk management section of this annual report. The results of the DMA will be taken into account in updating the business strategy and supporting initiatives. The DMA will be updated annually. ● Sustainability communication and reporting ● Optimised packaging ● Waste management ● Service agreements / recurring re venue ● Low emissions logistics ● Local communities engagement ● Climate action ● Sustainable products ● Sustainable solutions ● Occupational health and safety ● ESG governance structure ● Responsible procurement ● Business ethics ● Competence development ● Transition to a circular economy ● Human and labour rights in the supply chain ● Cybersecurity ● Attractive workplace ● Sustainability awareness and living the values ● Rules, regulations and expectations Important Important Very important Very important Material for key stakeholders Social aspectsGovernance aspectsEnvironmental aspectsBusiness model and innovation The most material sustainability topics for our value chain Materiality assessment process
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24 Creating light for a better life Scoping The Double Materiality Assessment (DMA) covers Glamox’s entire value chain, including upstream, downstream, and own operations, in line with ESRS requirements. The upstream value chain includes raw materials, components and traded goods suppliers, energy supply and inbound logistics. The downstream value chain covers sales of products, use, and end-of-life, including refurbishment and resale activities. Glamox’s business operations encompass primary activities such primary business operations (marketing, sales, and service, as well as support activities such as finance, infrastructure, technological development, HR management), and production of luminaires and lighting systems (R&D, manufacturing, assembly, testing & quality control). To ensure the inclusion of key stakeholders along the value chain, Glamox conducted a comprehensive mapping exercise. Key groups identified include customers and end-users, employees, value chain workers, local communities, interest organizations and governments and owners, investors and analysts. Stakeholder engagement and topics identification Engaging stakeholders with due diligence is a fundamental pillar in the DMA process. Glamox conducted a comprehensive workshop with internal subject-matter experts (SMEs) from various business lines and regions. The topics discussed were used to create a long-list of IROs, which were cross-checked with ESRS sub-topics and sub-sub-topics. All IROs were assessed on a gross basis, without considering mitigation actions. Environment-related IROs As part of identifying material climate-related IROs, Glamox has recognized both physical and transition climate-related risks. To screen sites and assets across the value chain, Glamox gathered information from forums, programs, site reports, and stakeholder interviews to identify relevant environment-related IROs. According to SMEs, no significant biodiversity-related risks have been identified, and Glamox has no sites near biodiversity- sensitive areas with negative impacts. Only indirect consultations with affected communities were conducted. Governance-related IROs Glamox has conducted a comprehensive assessment to identify social-related IROs. This process involved stakeholder engagement, materiality assessments, and analysis of Glamox’s operations and value chain to determine areas where the business has significant social impacts or is exposed to social-related risks and opportunities. Key social IRO sub- topics identified under Own Workforce (S1) include equal treatment and opportunities for all, other work-related rights, and working conditions. For Workers in the Value Chain (S2), the identified sub-topics are equal treatment and opportunities for all, as well as other work-related rights. These IROs are evaluated based on their potential financial and non-financial impacts, as well as their relevance to key stakeholders. The identification This section outlines the process for identifying material Impacts, Risks, and Opportunities (IROs). It details the methodology and outlines the process and outcome of engaging stakeholders. The process towards Double Materiality Assessment Scoping Mapping the value chain Stakeholder identification and engagement Consolidated material ESRS sub- and sub-sub topics ESRS topics/sub-topics/sub-sub topics Glamox Leadership T eam approval Long list of Glamox’s IRO’s BoD approval (Audit Committee) Stakeholder engagement and topics identifica tion Impact and risks and opportunities assessment DMA finalization Impact assessment Risks and opportunities financial assessment
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25 Creating light for a better life process is reviewed regularly to ensure alignment with evolving social expectations, regulatory requirements, and business developments. Governance-related IROs Governance-related IROs are identified based on input from the Legal & Compliance team, leveraging their expertise and internal policies (i.e. Code of conduct, Privacy Policy, HSE Policy, DEI Policy, Whistleblowing policy, Anti-corruption and Anti- bribery Procedure, Responsible Business Partner Policy, Anti-trust Policy, and Sanctions and Export Control Procedure). The assessment involves engaging relevant SMEs and evaluating regulations such as the Norwegian Recommendations on Corporate Governance, the EU Whistleblower Directive, the Foreign Corrupt Practices Act, and current and upcoming EU anti-corruption legislation, as well as the OECD Guidelines on Multinational Enterprises. Long-list of IROs Additional relevant ESRS topics and entity-specific topics not covered in the workshop, and climate- related screenings were subsequently added by SMEs, resulting in a long- list of Glamox IROs. For each IRO, a stakeholder and SME were identified. External stakeholders’ views were incorporated through SMEs acting as proxies, such as Customer Care, HR, Investor Relations, and Legal. Glamox’s continuous engagement with stakeholders provides a solid basis for assessing the most material IROs and stakeholders are consulted throughout the DMA process. Read more in the Stakeholder Engagement section. Impact, risks, and opportunities assessment Based on the gross list of IROs, separate scoring has been conducted from both an impact and a financial risk and opportunity perspective. The scoring was collaboratively performed by ESG controlling, Sustainability, and SMEs acting as proxies for external stakeholders. Criteria to be applied for impact materiality assessment Scale Scope Irremediable character (Not applicable for positive impacts) Score Environmental impact (E1, E2, E3, E4, E5 and G1 where relevant) Social impact (S1 and G1 where relevant) Social impact (S2, S3, S4 and G1 where relevant) Eg. Nature (incl. water, biodiversity, ecosystem services) Own workforce (#of employees) will be 100% Workers in value chain, affected communities and customers 1 Insignifficant impact on nature or ecosystem service Insignifficant impact on own workforce, e.g. Insignifficant injuries/incidents Insignifficant impact on people, e.g. Insignifficant injuries/incidents 2 Low impact on nature or ecosystem service Low impact on own workforce, e.g. minor injury/ incident Low impact on people, e.g. minor injury/incident 3 Medium impact on nature or ecosystem service Medium impact on own workforce, e.g. medium injury/incident that calls for medical attention Medium impact on people, e.g. medium injury/ incident that calls for medical attention 4 High impact on nature or ecosystem service High impact on own workforce, e.g. injury/incident that results in hospital visit High impact on people, e.g. injury/incident that results in hospital visit 5 Critical impact on nature or ecosystem service Critical impact on own workforce, e.g. fatalities or serious injury or illness Critical impact on people, e.g. fatalities or serious injury or illness Score Environmental impact (E1, E2, E3, E4, E5 and G1 where relevant) Social impact (S1 and G1 where relevant) Social impact (S2, S3, S4 and G1 where relevant) Eg. Nature (incl. water, biodiversity, ecosystem services) Own workforce (#of employees) will be 100% Workers in value chain, affected communities and customers 1 Small area affect, e.g. consentrated in one operational site approx. 0-1% of own workforce approx. 0-1% of defined population, or 0-10 people 2 Smaller area in and around one or few sites affected approx. 1-5% of own workforce approx. 1-5% of defined population, or or 10-20 people 3 Moderate area in and around several sites affected approx. 5-10 % of own workforce approx. 5-10 % of defined population, or 20-50 people 4 Signifficant area around sites/larger area approx. 10-40 % of own workforce approx. 10-40 % of defined population, or 50-100 people 5 National/global area impacted approx. 40-100 % of own workforce approx. 40-100 % of defined population >100 people Score Environmental impact (E1, E2, E3, E4, E5 and G1 where relevant) Social impact (S1 and G1 where relevant) Social impact (S2, S3, S4 and G1 where relevant) Eg. Nature (incl. water, biodiversity, ecosystem services) Own workforce (#of employees) will be 100% Workers in value chain, affected communities and customers 1 Relatively easy to remediate impact/short term Relatively easy to remediate impact/short term Relatively easy to remediate impact/short term 2 Remediable with little effort (little time & cost) Remediable with little effort (little time & cost) Remediable with little effort (little time & cost) 3 Moderately difficult to remedy Moderately difficult to remedy Moderately difficult to remedy 4 Very difficult to remedy (expensive and/or long-term) Very difficult to remedy (expensive and/or long- term) Very difficult to remedy (expensive and/or long- term) 5 Irremediable Irremediable Irremediable
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26 Creating light for a better life Time horizon Each IRO has a specified time horizon, which defines the period within which the IRO is expected to materialize. The time horizon parameter is split into three categories, as defined by ESRS 1: • Short-term: one year, aligned with the period adopted as the reporting period in the financial statements • Medium-term: from one to five years • Long-term time: more than five years Impact assessment Impacts are scored based on their severity and likelihood, with severity determined by the scale, scope, and irremediable nature of the impact. Each are scored on a 1-5 scale. Metrics of materiality assessment Interpretation of sustainability matters, scoring and rationale were regularly discussed in different phases of the process to ensure an unbiased and consistent evaluation/scoring of all IROs. We also developed metrics in alignment with an external expert to ensure a uniform scoring process for all matters. In the figures above, categories used are shown in detail. Financial risk and opportunity assessment Financial risks or opportunities derived from assessed impacts, and independent sustainability-related risks and opportunities, are considered in the financial materiality assessment. The scoring is based on the potential financial magnitude and likelihood of occurrence which are each scored on a 1-5 scale. This scale is based on a percentage of revenue gain or loss, which would consequently also affect EBITA. Subsequently, an assessment was made on the likelihood of the impact to occur ranging from very unlikely to very likely/certain. The nature and magnitude of financial effects in different scenarios were assessed based on assumptions and input parameters from SMEs. See the table to the right for further details. Glamox does not disclose current financial effects of material risks and opportunities on financial position, financial performance and cash flows and material risks and opportunities for which there is significant risk of material adjustment within next annual reporting period to carrying amounts of assets and liabilities reported in related financial statements. Likelihood Score Financial impact Entity development, financial position, financial performance, cash flows, access to finance or cost of capital over 1 Eg. 0-2% of EBITA 2 Eg. 3-5% of EBITA 3 Eg. 5-7% of EBITA 4 Eg. 7-10% of EBITA 5 Eg. >10 of EBITA Score Impact or financial risk/opportunity Likelihood that the impact/risk/opportunity occurs 1 Very Unlikely / 0-1 % likelihood of occurence 2 Unlikely/ 1-5 % likelihood of occurence 3 Medium/ 5-10 % likelihood of occurence 4 Likely / 10-40 % likelihood of occurence 5 Very likely/certain / 40-100 % likelihood of occurence/ or actual impact Criteria to be applied for financial materiality assessment (Risks and opportunities) Magnitude of the financial impact
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27 Creating light for a better life Stakeholder verification After finalizing the scores for all IROs, a consolidated overview of the outcome was presented to and discussed with the identified SMEs for each respective IRO. Adjustments were made if deemed necessary. DMA finalisation A consolidated list of ESRS topics and sub-topics, representing the outcome and conclusion of the DMA has been presented to and approved by the Glamox Leadership Team and BoD. The DMA resulted in a final list of 5 ESRS topics and 13 sub-topics. The 2024 materiality assessment did not result in any changes to our focus areas, hence there are no changes to the material topics in this year’s report. The most significant material topics are described in more detail later in this report and are sorted under the categories Environment, Social and Governance. The tables below list the sustainability-related Impacts, Risks, and Opportunities (IROs) identified in our Double Materiality Assessment (DMA). Each ESRS topic, including sub-topics and impacts, is presented with a brief description of the IROs. The tables indicate the effect of the Material impacts, risks, and opportunities IRO in the value chain: own operations, downstream, or upstream, whether impacts are positive or negative, actual or potential, and the related time horizon. More details on our response to these IROs are provided in the topical sections under Environment, Social, and Governance. Thresholds If an IRO receives an average score of 3.9 or higher on Impact materiality, it is considered material. Consequently, the associated ESRS standard, along with all relevant disclosure requirements and data points, are also deemed material. If no IROs related to an ESRS topic are assessed as material, the ESRS standard and all associated disclosure requirements are considered immaterial for reporting purposes. Glamox has concluded that ESRS E2 Pollution, ESRS E3 Water & Marine resources, ESRS E4 Biodiversity and Ecosystems, ESRS S3 Affected communities, and ESRS S4 Consumers and end-users are immaterial. If an IRO receives an average score of 3.4 or higher on Financial Materiality, it is considered material.
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28 Creating light for a better life ESG Material topic Material sub-topic Impact name Description of impact IRO type Value chain Up- stream Time horizon of impact Materiality Impact Financial Environmental ESRS E1 Climate Change Climate change mitigation Scope 1&2 emissions Glamox operations primarily uses energy in 1) production process 2) heating of premisses and 3) fuel for leased cars. This energy usage is partly from fossil fuels like natural gas, diesel and gasoline. Actual negative impact x Short, medium and long-term x Scope 3 emissions - upstream Glamox production of products rely on inbound materials from a wide supplier base. Input materials include metals like steel and aluminium as well as electronic components, the production of which give rise to GHG emissions. Actual negative impact x Short, medium and long-term x Scope 3 emissions - downstream The products manufactured by Glamox consume energy during their use phase. More than 95% of our total greenhouse gas (GHG) emissions arise from this use- phase, highlighting a significant impact. Actual negative impact x Short, medium and long-term x Downstream energy usage Glamox products reduce energy usage by up to 40% compared to conventional lighting by using LED technology. LED combined with Ligh management systems further reduce energy usage by up to 90%. Actual positive impact / Opportunity x Short, medium and long-term x x Climate change adaptation Changing Climate Extreme weather or other climate change effects could change the local environment for our production facilities, for example heating requirements, infrastructure and similar. Potential negative impact / Risk x Short, medium and long-term x x Climate change legislation ROHS Directive is an example which supports transition to LED by banning conventional light sources. Furthermore, regulation around sustainability for buildings will positivly impact the demand for energy efficient lighting solutions. Opportunity x Short, medium and long-term x Energy Usage of fossil energy sources Glamox uses energy in its operations and we purchase renewable electricity where possible. For certain areas, for example heating through district heating or natural gas, renewable alternatives are unavailable short-term. Furthermore, Glamox has a fleet of leased cars, primarily running on diesel and gasoline. Actual negative impact / Opportunity x Short, medium and long-term x x Energy prices High and volitile energy prices will increase the demand for energy efficient lighting solutions. Opportunity x Short, medium and long-term x ESRS E5 Circular economy Resource inflows, including resource use Use of materials Supply and demand dynamics impacts availability of recycled materials, often resulting in virgin materials more readily available compared to recycled alternatives. Furthermore, recycled materials could negatively impact energy efficiency (impure plastics). Actual negative impact x Short-term x Trade conflict Glamox imports electronic components from Asia, potentially containing conflict minerals like tin, tantalum, tungsten, and gold. Trade tensions between China, Europe, and the U.S. could disrupt supply or raise costs, as these rare minerals are critical to electronics. This exposes Glamox to financial risk and potential production disruptions. Risk x Short, medium and long-term x "Resource outflows related to products and services" Difficult to recycle electronic components Electronic components are developing rapidly, to the effect that old components have limited value in use. The construction of components means that components are difficult to de-assemble into recyclable fractions, resulting in waste. Actual negative impact / Risk x Short, medium and long-term x x Potential for reuse Through increasing modularity in product design elements of a luminaire can be re-used to reduce materials going to waste. Actual positive impact x Short, medium and long-term x Waste Waste from Glamox operations Glamox has worked to reduce waste to landfill, assessing all operations for opportunities to switch to recyclable alternatives. Currently, waste to landfill is less than 1% of total waste. Actual positive impact x Short, medium and long-term x Electronic waste Lightning is also often replaced before the lifetime is up and products typically end up as electronic waste Actual negative impact / Risk x Short, medium and long-term x x Down- stream Own operations
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29 Creating light for a better life ESG Material topic Material sub-topic Impact name Description of impact IRO type Value chain Up- stream Time horizon of impact Materiality Impact Financial Social ESRS S1 Own workforce Equal treatment and opportunities for all Gender balance an pay equality "The lighting industry has traditionally been dominated by men in sales and leadership positions. Glamox recruitment policy aims to balance unconscious bias. Glamox has yet to develop centralized process to grade work and address potential pay equality imbalances." Actual negative impact x Short-term x Competence development Glamox encourage learning for all employees and to familiarize themselves with digital tools to stay abreast with technological developments, thus being equipped with up to date skills for an evolving and changing work day. Actual positive impact x Short, medium and long-term x Zero tolerance policies Glamox has a zero tolerance for harassment and violence at the workplace. Combined with anonymous whistleblowing employees should feel secure in the workplace. Actual positive impact x Short to medium term x Biases Biases, conscious and unconscious are affecting Glamox workforce. We strive to address these challenges through training, policies and recruiting practices. Actual negative impact x Short to medium term x Other work-related rights Child labour Code of conduct preventing child labour are implemented. Actual positive impact x Short, medium and long-term x Forced labour Code of conduct preventing forced labour are implemented. Actual positive impact x Short, medium and long-term x Privacy for employees Glamox adheres to the GDPR directive and has a policy governing privacy Actual positive impact x Short, medium and long-term x Working conditions Attractive workplace Glamox is profitable and has a strong market position. Actual positive impact x Short, medium and long-term x Working times in line with European norms Glamox work week adheres to national norms, typically between 35-40 hours a week. Actual positive impact x Short, medium and long-term x Glamox pay a living wage To earn a living wage is part of Glamox practices Actual positive impact x Short, medium and long-term x Employee survey Glamox has a bi-annual employee survey with high participation rates, as well as an internal forum for exchange called Viva connect. Actual positive impact x Short, medium and long-term x Freedom to organize Glamox has a positive relationship with workers association and there are three workers representatives on its board of Directors, giving workers a voice in the highest forum for decisions Actual positive impact x Short, medium and long-term x Health and safety With a sizeable workforce in manufacturing, spread across different geographic locations in facilities of differing standards, leaves Glamox exposed to accidents or varying rates of sick leave. A spike in these indicators could for instance interrupt production or affect production levels. Risk x x Short, medium and long-term x Collective agreements A large part of Glamox salaries are governed by collective bargaining agreements. This creates transparency for employees, ensures fair and equitable compensation, and promotes trust and stability within the workplace. Actual positive impact x Short, medium and long-term x Cont. > Down- stream Own operations
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30 Creating light for a better life ESG Material topic Material sub-topic Impact name Description of impact IRO type Value chain Up- stream Time horizon of impact Materiality Impact Financial Social ESRS S2 Workers in the value chain Equal treatment and opportunities for all Glamox policies require equal treatment Business Partners are expected to recruit, select and promote their employees solely based on qualifications and skills. Glamox will not accept any form of employment discrimination including hiring, compensation, advancement, discipline, termination or retirement because of race, colour, religion, gender, sexual orientation, national origin, age, or disability. Actual positive impact x Short, medium and long-term x Glamox policies promote equal treatment Business Partners are expected to recruit, select and promote their employees solely based on qualifications and skills. Glamox will not accept any form of employment discrimination including hiring, compensation, advancement, discipline, termination or retirement because of disability. Actual positive impact x Short, medium and long-term x Glamox policies require a safe working environment Business Partners must provide their employees with a safe and healthy workplace in compliance with all applicable land laws and regulations. Business Partners should protect their employees from potential security threats. Actual positive impact x Short, medium and long-term x Glamox policies promote diversity Business Partners are expected to recruit, select and promote their employees solely based on qualifications and skills. Glamox will not accept any form of employment discrimination including hiring, compensation, advancement, discipline, termination or retirement because of race, colour, religion, gender, sexual orientation, national origin, age, or disability. Actual positive impact x Short, medium and long-term x Recruitment practices Our recruitment practices strive to address biases based on checklist and minimum requirements for diversity among candidates. Actual positive impact x Short to medium term x Other work-related rights Child labour Code of conduct preventing child labour are implemented. Actual positive impact / Risk x Short, medium and long-term x x Forced labour Glamox and the lighting industry work to mitigate challenges posed by conflict minarals. If, despite Glamox best efforts, Glamox would be linked to conflict minerals it would be detrimental to Glamox reputation and adversely impact sales. Risk x Short, medium and long-term x Down- stream Own operations ESG Material topic Material sub-topic Impact name Description of impact IRO type Value chain Up- stream Time horizon of impact Materiality Impact Financial Governance ESRS G1 Business Conduct Protection of whistle- blowers Whistle-blowers Employees and outside stakeholders can use secure channels, like a whistle blow channel, to report anonymously and do not face reprisals on account of their decision to file a report. Actual positive impact / Opportunity x Short-term x x Management of relationships with suppliers including payment practices Supplier Social and Environmental Assessment Glamox screens suppliers through a supplier screening tool. There are limits to the transparency we can achieve through due diligence platforms, but long relationships and continuous dialogue with key suppliers raise awareness of ESG impact. Actual positive impact / Opportunity x Short, medium and long-term x x Corruption and bribery Anti-corruption Corruption is typically linked to social settings, for example the giving and receiving of gifts. The construction markets in certain geographies which Glamox operates in has historically been characterised by exchanges that we today consider corruption. Actual negative impact x Short, medium and long-term x Prevention and detection, including training Discovering corruption and bribery poses both legal and reputational risks, including potential government fines, strained business relationships, and a tarnished reputation. This risk is particularly significant with business partners and suppliers in the value chain. Risk x x Short, medium and long-term x Incidents Glamox has a strict policy on corruption and could reassure its customers. Glamox has had no incidents of corruption the last three years, showcasing that anti- corruption is being handled with due care and consideration. There is a risk that Glamox zero tolerance for corruption undermines its position in certain segments of markets where kick-backs and commissions are prevalent. Risk & Opportunity x x Short, medium and long-term x Down- stream Own operations
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31 Creating light for a better life Alignment with Financial Reporting To ensure consistency, sustainability data is aligned with financial reporting where applicable. Environmental data is derived from product deliveries and monetary values from financial reporting systems. Social data is sourced from payroll and HR systems, ensuring coherence with financial statements. Data Management Systems and Automation Currently, Glamox utilizes a mix of data management platforms and manual processes for data collection. Over the past years, we have implemented several automations to improve data accuracy and compliance with CSRD requirements. Moving forward, we are exploring further automation to handle increasing volumes of primary data from our value chain, enhancing efficiency and reducing risks of errors. Ensuring Compliance and Continuous Improvement As this is our first-year reporting under ESRS, including limited assurance by an independent auditor, a multidisciplinary team provided input to the report, with members from Finance, Procurement, Strategy, HR, and Sustainability. Going forward we will do our utmost to: • Expand our Sustainability team to strengthen data governance • Improve our Double Materiality Assessment (DMA) process to reflect stakeholder interests and risks to our business model and strategy, further integrating it into our annual risk management process • Enable our customers to reduce their CO 2 emissions from Scope 1 and Scope 2 activities related to lighting through our products and solutions • Become net-zero in our own operations (Scope 1 and 2) by 2030 through increasing use of renewable electricity and reducing use of fossil fuel for heating and mobility. • Encourage, improve and drive forward respect for fundamental human rights and decent working conditions by taking a systematic approach throughout our entire value chain • Eliminate the use of landfill for all non-hazardous waste in our operations • Increase the share of products in our portfolio that contribute to a circular economy through ensuring that the development of all new products are assessed and developed in accordance with Glamox Circular Design Principles. And also, through assessing existing product portfolio with the same principles, increase the circularity in these products and solutions. • Improve our occupational health and safety data to better ensure a safe and inspiring working environment for our employees • Improve data quality and reporting standards across all relevant ESG- metrics, for instance by calculating Scope 3 emissions data
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32 Creating light for a better life Environment
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33 Creating light for a better life Transition plan and Science Based Targets Glamox has in 2024 validated its Board approved targets to reduce emissions with the Science Based Targets Initiative (SBTI), meaning targets are aligned with limiting global warming to one and half degrees Celsius in line with Paris Agreement. Baseline for the targets is 2022. Glamox targets are: • Glamox commits to reduce absolute Scope 1 and 2 GHG emissions 42% by 2030 from a 2022 base year and by 90% by 2045 • Glamox commits to reduce absolute Scope 3 GHG 25% by 2030 from a 2022 base year and by 90% by 2045 During 2024, there has not been any material changes relating to Glamox targets, corresponding metrics or underlying measurement methodologies, significant assumptions, limitations, sources and processes to collect data. Glamox has consistently used the same calculation engine, supplied by Normative to calculate all GHG emissions. Glamox GHG emission covers all entities in the Group that has been under operational control for more than half a year. Thus, MARL International, a newly acquired subsidiary will be included as of 2025. Given the size of operations, Glamox does not expect this to require any changes to the baseline. Glamox has shown progress towards the targets, primarily from reduced emissions from Use of Sold Products. For more information on the development of GHG emissions in Glamox, please see page 42. Glamox transition plan has not been approved by the Board of Directors. The plan is expected to be approved in the course of 2025. 2022 (base line) 2024 Reduction 22-24 Percentage change T arget 2030 % reduction by 2030 % reduction by 2045 Scope 1 2,462 2,078 -384 -16% 1,428 42% 90% Scope 2 (market) 1,033 1,153 +120 12% 599 42% 90% Scope 3 2,372,450 1,733,529 -638,921 -27% 1,779,338 25% 90% Total emissions 2,375,945 1,736,760 -639,185 -27% N/A N/A N/A At Glamox, we work to utilise our considerable experience and expertise to find the most energy-efficient and sustainable solution for every project we deliver. Reducing our end customer’s environmental impact is one of our central sustainability goals. This is because the biggest environmental impact arises when lighting solutions are in use and consuming energy. Climate change - E1
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34 Creating light for a better life Scope 1 & 2 Scope 3 Glamox production processes are not energy-intensive (mostly assembly work). But we know how important it is to take meaningful actions to reduce the footprint of our operations. Glamox does not operate with any locked in emissions that would stop us from reaching our targets. Glamox Scope 3 GHG emissions primarily arise from “Use of sold products” and to some degree from “Purchased Goods and Services” . Our transition plan to reach our goals for Scope 3 includes the following initiatives towards 2030 and beyond: Our transition plan includes the following initiatives towards 2030 and beyond; • Reducing and optimizing space used in production. We always monit or how efficiently we are using our production capacity. Glamox has closed production sites and transferred the production to other factories where we have unused capacity. • Reduce energy consumption through e.g. further implementation of efficient HVAC solutions and lighting solutions. • Electrification of our company car fleet, by shifting to electric and hybrid cars f or sales personnel. • Increase the share of renewable ener gy that we source. We are actively seeking processes where we can transition from fossil fuel energy to renewable sources. In many cases, this means that we plan to electrify those processes. • Switching to biofuel for heating in our fact ories where possible. • Electrification of our operations to reduce using fossil fuels • Utilizing factory infrastructure t o produce renewable energy, i.e. roof mounted solar panels Glamox expect to cover the majority of investment needs withing current CapEx budgets, but not all initiatives above have been budgeted. Furthermore, some of the initiatives will impact OpEx, both positively (reduced energy usage) and negatively (cost of electrical vehicles and renewable electricity). The full impact on OpEx has not been assessed. • Improving environmental transparency and reducing emissions from purchased goods and service through sustainable procurement practices (incl. transport, logistics, materials etc) • Effective supplier management process to ensure t hat those with whom we cooperate share the same values and ambitions as well as promoting local suppliers in order to have suppliers close to the factories. • Find ways to reduce impact fr om materials use (reduce, reuse, alternatives) and packaging (upstream and downstream), maximize waste recycling (incl. hazardous waste) • Increasing the share of products in our por tfolio that contribute to a circular economy by designing new products in accordance with Glamox Circular Design Principles. By doing this, ensuring that we achieve as circular products as possible while not compromising on safety, quality and durability. • Ensuring that our product offering, which already consists almost entirely of LED luminaires, is ‘connected ready’ and can be included in Light Management Systems for additional energy savings. • Increase awareness with cust omers regarding the benefits of connected lighting and the potential energy savings, both internally in terms of sales communication, in marketing material and communication with our customers and other stakeholders.
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35 Creating light for a better life EU Taxonomy To meet the European Union’s climate and energy targets for 2030 and reach the objectives of the European green deal, the EU seeks to direct investments towards sustainable projects and activities. To further this development, it has implemented The EU taxonomy, a classification system that provides companies, investors, and policymakers with appropriate definitions for which economic activities can be considered environmentally sustainable. An economic activity is aligned with the EU taxonomy if it i) substantially contributes to one of the criteria in the taxonomy, ii) do no significant harm to the other objectives, and iii) is carried out according to Minimum Safeguards outlined in the Taxonomy. We have assessed our compliance to the EU Taxonomy. Glamox operations are eligible for the EU taxonomy as “Manufacture of energy efficiency equipment for buildings” and contributes to climate change mitigation through energy efficient luminaries and luminaries with presence and daylight sensors. The NACE code 27.40 also includes energy efficient lighting for transportation (including marine vessels). Glamox production sites have been assessed according to the Do No Significant Harm (“DNSH”) criteria and our Code of Conduct and supplier screening process ensures that we operate in accordance with the Minimum Safeguards. All Glamox production of LED lighting contributes to climate mitigation and all our operations are dedicated to manufacture of energy efficient lighting and controls for smart lighting. We have excluded sales related to conventional lighting from taxonomy eligibility. As such, 96.5% of our net sales, and 100.0% of the taxonomy defined OpEx and CapEx are deemed eligible according to the taxonomy. Glamox aims to increase its alignment with EU taxonomy primarily through increasing sales of Light Management Systems (sensor equipped luminaries). This is a key strategic pillar for the group (for more details see page 11 Strategy in the Glamox Group annual report). Glamox internal measurement of “Light Management System share of Sales” is closely aligned with this objective. Glamox does not have any CapEx dedicated to coal-, oil- or gas- related economic activities. To make a substantial contribution to climate mitigation and be considered taxonomy aligned, the activity must be related to i) light sources rated in the highest two populated classes of energy efficiency (energy class A or B) or ii) lighting systems with presence and daylight controls 10.5% of Glamox turnover, and 12.9% of OpEx is Taxonomy aligned.
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36 Creating light for a better life Proportion of turnover from products or services associated with Taxonomy-aligned economic activities Substantial contribution criteria DNSH criteria (Does Not Significantly Harm’) Economic activities Absolute turnover kNOK Proportion of turnover % A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Manufacture of energy efficient lighting for buildings 468 328 10.5% 100% E Y Y Y Y Y Y Turnover of environmentally sustainable activities (Taxonomy-aligned) 468 328 10.5% A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Of which enabling 3 852 534 86.1% E Of which transitional % T Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) 3 852 534 86.1% Turnover of Taxonomy-eligible activities (A1+A2) 4 320 862 96.5% B. TAXONOMY-NON-ELIGIBLE ACTIVITIES Turnover of Taxonomy-non-eligible activities 156 205 3.5% Total 4 477 067 Climate change mitigation % Climate change adaptation % Water and marine resources % Circular economy % Pollution % Biodiversity and ecosystems % Enabling activity E Transitional activity T Climate change mitigation Y/N Climate change adaptation Y/N Water and marine resources Y/N Circular economy Y/N Pollution Y/N Biodiversity and ecosystems Y/N Minimum safeguards Y/N
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37 Creating light for a better life Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities Substantial contribution criteria DNSH criteria (Does Not Significantly Harm’) Economic activities Absolute turnover kNOK Proportion of turnover % A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Manufacture of energy efficient lighting for buildings 21 712 12.9% 100% E Y Y Y Y Y Y Turnover of environmentally sustainable activities (Taxonomy-aligned) 21 712 12.9% A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Of which enabling 146 121 87.1% E Of which transitional % T Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) 146 121 87 .1% Turnover of Taxonomy-eligible activities (A1+A2) 167 833 100.0% B. TAXONOMY-NON-ELIGIBLE ACTIVITIES OpEx of Taxonomy-non-eligible activities 0 % Total 167 832 Climate change mitigation % Climate change adaptation % Water and marine resources % Circular economy % Pollution % Biodiversity and ecosystems % Enabling activity E Transitional activity T Climate change mitigation Y/N Climate change adaptation Y/N Water and marine resources Y/N Circular economy Y/N Pollution Y/N Biodiversity and ecosystems Y/N Minimum safeguards Y/N
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38 Creating light for a better life Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities Substantial contribution criteria DNSH criteria (Does Not Significantly Harm’) Economic activities Absolute turnover kNOK Proportion of turnover % A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Manufacture of energy efficient lighting for buildings 0 0% 100% E Y Y Y Y Y Y Turnover of environmentally sustainable activities (Taxonomy-aligned) 0 0% A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Of which enabling 54 753 100.0% E Of which transitional 0 % T Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) 54 753 100.0% Turnover of Taxonomy-eligible activities (A1+A2) 54 753 100.0% B. TAXONOMY-NON-ELIGIBLE ACTIVITIES CapEx of Taxonomy-non-eligible activities 0 % Total 54 753 Climate change mitigation % Climate change adaptation % Water and marine resources % Circular economy % Pollution % Biodiversity and ecosystems % Enabling activity E Transitional activity T Climate change mitigation Y/N Climate change adaptation Y/N Water and marine resources Y/N Circular economy Y/N Pollution Y/N Biodiversity and ecosystems Y/N Minimum safeguards Y/N
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39 Creating light for a better life Climate related risks Photo Mike Louagie Glamox operations are exposed to climate related risks. Risks from climate change, such as rising temperatures that impact working conditions and increased prevalence of extreme weather, could affect the supply chain, production, logistics and suppliers. Emerging regional and international climate regulations could increase logistical, raw material, and component costs. Our strategy with regards to climate change is to continue with our core activity, supporting our customers in mitigating and adopting to climate change as a manufacturer of energy efficient lighting solutions for buildings and marine applications. Reducing energy usage and the emissions footprint of our products is our adaptation strategy. In August 2024 Glamox conducted a climate risk and opportunity review together with an external consultancy firm for our production sites, identifying key physical and transition risks and opportunities using scenario analysis. The analysis looked at three heating scenarios (1.5 degrees, 2 degrees and >3 degrees) as well as three time-horizons (towards 2030, 2031-2040 and 2041-2050).
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40 Creating light for a better life Transition risk and opportunities Physical risk Climate change mitigation and adaptation In the analysis of Glamox, the key transition risk is identified as Policy & Legal developments, typically impacting our supply chain and access to minerals and components. On balance however, regulatory developments typically is an opportunity, especially with regulation pertaining to energy efficiency in buildings and related policy in the EU. Resource efficiency and energy efficiency are also key transition opportunities for Glamox. No assets or business activities of Glamox has been identified as incompatible with the transition to a climate-neutral economy. Glamox has not identified transition events over short-, medium- and long-term time horizons, nor screened whether assets and business activities may be exposed to transition events beyond its own operations. No climate-related assumptions made in Glamox financial statements have been taking climate scenarios into account. Glamox GHG emission reduction targets for Scope 3 are indirectly linked to the opportunity for increasing energy efficiency across our product portfolio. The material physical risk for Glamox is Flooding and the analysis included a site assessment and a sector comparison for Glamox related to Flooding, indicating a low to moderate exposure across our production footprint. Glamox also had a significantly lower risk score associated with Flooding compared to Industrials sector average. Looking at the different scenarios for Global heating didn’t materially change the expected impact from Flooding. Glamox supply chain is complex and we have not conducted any detailed assessment of physical and climate risk across all our operations and supply chain, beyond acknowledging that it is present and likely will impact our operations. The advantage of a wide supplier base means that there is redundancy for local impacts, but global impacts will have industry wide ramifications. Glamox has not adopted a policy to manage its material impacts, risks and opportunities related to climate change mitigation and adaptation. However, the board of Glamox has adopted ambitious targets for emissions reduction. Since Glamox has not adopted its transition plan, we have no actions to disclose but pursue several smaller initiatives to improve energy efficiency and reduce emissions.
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41 Creating light for a better life Energy consumption Using energy more efficiently and opting for renewable energy sources is essential for combating climate change and for lowering an organisation’s overall environmental footprint. Energy consumption also occurs throughout the upstream and downstream activities connected with operations. Our manufacturing processes are not energy intensive, but nonetheless, our factories track energy use and strive to reduce energy consumption. We do not produce any energy ourselves. Glamox is active in manufacturing of energy efficient lighting solutions – and thus all our operations are defined as a high climate impact sector under NACE code 27.40. Total energy usage KPI - Energy consumption within the organisation (in MWh) 2023 2024 % change from 2023 Share of total Renewable 12,300 11,936 -5.0% 48.6% Fossil (& nuclear in 2023) 13,711 12,459 -6.3% 50.8% Nuclear N/A 146 N/A 0.6% Total energy usage 26,017 24,541 -5.7% 100.0% Fuel consumption 2024 Fuel consumption from coal and coal products 534 Fuel consumption from crude oil and petroleum products 3,996 Fuel consumption from natural gas 7,780 Fuel consumption from other fossil sources (Bio Etanol & Bio Oil) 149 Fuel consumption from renewable sources 247 Total fuel consumption 12,706 Consumption of purchased or acquired electricity, heat, steam, and cooling 2024 Fossil sources 3,191 Renewable sources 11,689 Total 14,880 Energy intensity from activities in high climate impact sectors 2023 2024 Net revenue 3,703,593 4,477,068 Net revenue ex MARL International 0 4,429,177 Total energy usage 26,017 24,541 Energy intensity 7,0 5,5 Share of operations defined as high climate impact 100.0% 100.0% MARL International energy usage is not included and thus sales are removed from intensity calculation.
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42 Creating light for a better life Greenhouse gases Greenhouse gas emissions are a major contributor to climate change and are governed by several United Nations (UN) frameworks. As previously noted, Glamox’s footprint is part of the customer’s negative climate footprint. We seek to reduce this impact and maximise the positive effects of our solutions. In addition to reduced energy consumption when solutions are in use, we also need to make sure the emissions from the complete product life cycle are as low as possible, and that our products are responsibly handled from sourcing of raw material to product end-of life. To ensure data consistency and that we target the right emissions sources, we are working with the carbon accounting platform Normative to analyse and track all CO2 emissions. This enables us to carry out data- driven improvement efforts. Emissions are consolidated by operational control (except MARL International – a company acquired in August 2024) and all climate gasses are included in our calculations. Glamox does not emit any significant amounts of ozone-depleting substances, nitrogen oxides (NOx) or sulphur oxides (SOx). Glamox include no GHG removals or storage resulting from projects developed our operations or value chain. Furthermore, there are no GHG emission reductions or removals from climate change mitigation projects outside our value chain financed or to be financed through any purchase of carbon credits. There are no significant events, effects or changes in circumstances relevant to its GHG emissions that occur between the reporting date of the entities in its value chain and the date of Glamox financial statements. Glamox measures Scope 1 emissions through energy usage from fuel combustion in our operations. For our company, Scope 2 emissions pertain to energy usage from utilities and emissions are calculated using both market-based and location-based approach. Glamox has conducted a Scope 3 screening to estimate the scope 3 emissions for category 6 in accordance with the GHG protocol. For remaining categories an Inventory has been calculated and the relevant scope 3 categories for Glamox are: 1,2,3,4,5,7,9,11 and 12. All GHG emissions are calculated in accordance with the GHG Protocol. Emission factors are sourced from recognised data providers through the Normative platform. Sources include DEFRA, AIB, and Exiobase. There have not been any changes in definitions that affects comparability between 2023 and 2024. Glamox purchases renewable electricity for its production plants in Europe. The renewable electricity is bundled from our suppliers of electricity in the different local markets, guaranteeing that the source of electricity is renewable. For 2024, 92% of purchased electricity was renewable as a result of bundling, with the remaining consumption being local grid mix. 2023 2024 %-chg. E1-6.5 Gross Scope 1 greenhouse gas emissions 2 250,85 2 078,34 -7.7% tCO2e E1-6.7 Gross location-based Scope 2 greenhouse gas emissions 4 170,96 3 489,76 -16.3% tCO2e E1-6.8 Gross market-based Scope 2 greenhouse gas emissions 1 028,71 1 152,66 12.0% tCO2e E1-6.9 Gross Scope 3 greenhouse gas emissions 2 088 379,53 1 733 529 -18.7% tCO2e E1-6.9.1 Gross Scope 3 greenhouse gas emissions - Purchased goods and services 57 768,70 89 875,43 55.6% tCO2e E1-6.9.3 Gross Scope 3 greenhouse gas emissions - Fuel and energy-related activities 1 410,05 1 309,31 -7.1% tCO2e E1-6.9.4 Gross Scope 3 greenhouse gas emissions - Upstream transportation and distribution 3 974,54 3 779,04 -4.9% tCO2e E1-6.9.5 Gross Scope 3 greenhouse gas emissions - Waste generated in operations 45,04 29,53 -34.4% tCO2e E1-6.9.6 Gross Scope 3 greenhouse gas emissions - Business travel 458,64 4 662,67 916.6% tCO2e E1-6.9.7 Gross Scope 3 greenhouse gas emissions - Employee commuting 1 951,71 1 779,99 -8.8% tCO2e E1-6.9.9 Gross Scope 3 greenhouse gas emissions - Downstream transportation and distribution 10 756,88 39 898,19 270.9% tCO2e E1-6.9.11 Gross Scope 3 greenhouse gas emissions - Use of sold products 2 011 015,63 1 553 521,48 -22.7% tCO2e E1-6.9.12 Gross Scope 3 greenhouse gas emissions - End-of-life treatment of sold products 998,35 2 541,97 154.6% tCO2e E1-6.10 Total GHG emissions location based 2 094 801,34 1 739 097 -17.0% tCO2e E1-6.11 Total GHG emissions market based 2 091 659,09 7 360 760 -17.0% tCO2e E1-6.15 Biogenic emissions of CO2 from the combustion or bio-degradation of biomass not included in Scope 1 GHG emissions N/A 73,44 N/A tCO2e E1-6.22 Biogenic emissions of CO2 from combustion or bio-degradation of biomass not included in Scope 2 GHG emissions N/A 274,95 N/A tCO2e E1-6.26 Biogenic emissions of CO2 from combustion or bio-degradation of biomass that occur in value chain not included in Scope 3 GHG emissions N/A 26,79 N/A tCO2e E1-6.34 Net revenue used to calculate GHG intensity 3 703 593 4 429 177 19.6% kNOK Intensity (location based) 0.57 0.39 -30.6% CO2e/ NOK Intensity (market based) 0.56 0.39 -30.6% CO2e/ NOK 98% of our Scope 3 emissions was calculated using activity data.
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43 Creating light for a better life Case study Glamox’s Journey to Net-Zero On June 13, 2024, Glamox’s net-zero target was verified by the Science Based Target initiative (SBTi), reinforcing their commitment to environmental excellence. Net-Zero Targets: Glamox’s targets include: • Achieving net-zero operations by 2030 and net-zero emissions across the value chain by 2045. • Reducing scope 1 and 2 GHG emissions by 42% b y 2030 and scope 3 GHG emissions by 25% within the same timeframe. • Long-term targets to r educe scope 1 and 2 GHG emissions by 90% by 2045 and scope 3 GHG emissions by 90%. Glamox partnered with Normative for carbon accounting solutions to develop and validate their net-zero plans. We have implemented projects to reduce emissions, minimize waste, and support a circular economy. We also engage with suppliers to ensure responsible practices.
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44 Creating light for a better life Circular economy – E5 Environmental impact is largely influenced by the choices made during the design phase. To manage and minimise this impact, Glamox has established circular design principles which are followed and evaluated during the development of new products. These principles are developed based on our extensive knowledge and experience in aspects that really impact the life cycle environmental footprint of our sustainable lighting solutions. During Glamox Double Materiality Assessment, assets and activities where screened in order to identify actual and potential impacts, risks and opportunities in our operations and the upstream and downstream value chain. The exercise is outlined in more detail in the chapter Basis for preparations. Glamox has yet to formulate a policy for how to manage its material impacts, risks and opportunities related to resource use and circular economy. Glamox has not engaged in formal consultations with stakeholders on the topic of resource and circular economy. During 2024, Glamox has not adopted any formal actions to further promote Circular Economy. Glamox Circular design principles 1. The most energy efficient lighting solution 2. Long lifetime through high quality 3. Concious choice of materials 4. Repariablility and recyclability 5. Modularity
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45 Creating light for a better life Materials used and recyclability The inbound material flow in the Glamox value chain consists of parts and components made up of processed raw materials. The degree of processing varies. No Glamox products are made up of biological materials, only technical materials. The main input materials in the production of the necessary parts and components in a luminaire are metals and plastics. These materials are used as inputs to produce main components such as: • Metal and aluminium parts and components • Various electronic components i.e. contro l gear, sensors etc. • Plastic components typically used in optics and structural components • LED modules In addition to the material flow that goes into the production, there is an inbound material flow related to the packaging of the finished products. The main materials used for packaging are: • Cardboard • Plastic parts and plastic foil • Styrofoam All Glamox products are designed and manufactured in accordance with relevant rules, regulations and requirements in the different markets where they are sold. This means that where applicable and appropriate, the products are designed to ensure that the light source and control gear can easily be replaced in the event of a failure. These two components count for the vast majority of potential failures in a luminaire during its lifetime. By designing for such replacement, it ensures a high degree of repairability of Glamox luminaires. Mechanical failures are very rare, but in the unlikely event of such failure, spare parts can be provided for product families that are still part of the active assortment, ensuing repairability also in the mechanical dimension. Products in the Glamox range have a high technical durability and a typical technical lifetime in line with or exceeding the industry average in the B2B value chains that we are part of. The actual lifetime of a luminaire in years depends on the application the products are used in since different applications can have variations in yearly operational hours. The data enclosed in this chapter have been extracted from Glamox ERP system and procurement system. In the ERP system different items have information covering items weight and share of recycled content. This is valid for both components and packaging categories. These numbers can be collected on different material groups as well as on specific item level. The data coverage is not 100%, so consumption numbers presented in this report are from items where we have confirmed data in the system only. This means for instance that the actual mass consumed of the different categories are higher than the number shown in this report. We are constantly improving the data quality and expect to report more accurate data for 2025 and going forward. The different coverage levels for the different material groups are shown in the table below. Although the recyclability of luminaires is known to be relatively high, we do not have any specific data that we can disclose per now. Glamox issues EPDs for a vast majority of our products and this information can be found in the EPDs for the analysed items in the respective EPD, but the data have not been summarized on an aggregated level across the product portfolio. This is something that will be investigated during 2025. Category Consumed mass [kg.] % share recycled Plastics 1,796,802 2.75% Metals 4,317,014 30.13% Electronics 69,052 18.73% LED Modules 62,756 38.24% Category Consumed mass [kg.] % share recycled Cardboard 767,327 84.13% Plastics 41,838 68.08% Styrofoam 9,515 2.41% The output of the production process of Glamox are luminaires and belonging accessories. The products are packaged individually during the production process, with appropriate packaging designed to protect the product during handling, transportation and installation. Category Items with recycled [%] Items with weight [%] Total registered weight [kg] Production Plastics 46.24% 67.30% 1,908,661 Metals 13.11% 43.38% 5,664,223 Electronics 23.91% 37.83% 70,764 LED modules 95.04% 92.91% 63,456 Packaging Cardboard 60.53% 84.82% 798,330 Plastics 23.65% 64.86% 59,172 Styrofoam 40.00% 85.71% 10,566
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46 Creating light for a better life Waste In 2022 Glamox formulated a target related to Waste from operations, “zero waste to landfill” by 2025, defined as less than 1% of total waste going to landfill. Eligible waste includes all waste that can be measured in production facilities or where we can get data from recycling partners. A key assumption is that waste not being handled through recycling partners is marginal compared to waste generated in our factories. The target aims to create a mindset of recycling and reducing total waste. The target is not a mandatory target. Beyond waste management, the target promotes the use of recyclable materials and to remove materials that can’t be recycled. The target has not been discussed with external stakeholders, nor has scientific evidence been consulted when establishing these targets. There have not been any changes in target level, corresponding metrics or underlying measurement methodologies, significant assumptions, limitations, sources nor data collection process. Glamox reports waste and recycling from its sales 1) and production units, in line with applicable GRI standards. Waste is defined as either hazardous or non-hazardous, and the definition in each production unit follows local regulations and may or may not be linked to permits. Hazardous waste typically includes, but is not limited to the following: Solvents, flammable/hazardous raw materials, chemical waste, batteries, acids (low pH liquids), strong bases or caustic (high pH liquids). Non-hazardous waste includes packaging, scrap metal obsolete goods. Glamox does not handle radioactive waste. Glamox aims to eliminate the use of landfill for all types of waste and our waste handling is done in close dialogue with recycling partners to reduce levels of mixed waste and to ensure recyclable fractions. Best practices on handling waste are being shared across our production footprint. Data on waste is collected through measurement at our production site and from our recycling partners. The results for 2024 show improvement in both waste to landfill and the share of waste being recycled. The share of waste to landfill continues to decrease. We continuously look for new ways to reduce the impact from material use and packaging, maximise waste recycling, and to minimise or find alternatives to harmful chemicals. Zero waste to landfill 2021 Baseline 2024 2025 Target Baseline value 4.4% 0.8% 1.0% Waste type Disposal method Units 2023 2024 Total hazardous waste disposal Landfills Tons 0 0 Incinerated with energy recovery Tons 14 8 Recycled Tons 20 40 Total non-hazardous waste disposal Landfills Tons 17 15 Incinerated with energy recovery Tons 214 232 Recycled Tons 1,448 1,518 Total Waste Total Waste Tons 1,712 1,814 Landfill Percentage of total 1.0% 0.8% Recycled Percentage of total 84.6% 85.9% 1) Where recycling partner can provide data on waste. Typically, Glamox sales offices are small and rely on communal waste handling. Sales offices that handle product also measure waste.
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47 Creating light for a better life Social
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48 Creating light for a better life Materiality Assessment Own Workforce - S1 Glamox employs approximately 2,000 professionals across various regions, including Europe, Asia, and North America. This diverse workforce encompasses roles in manufacturing, sales, support, research and development, and corporate functions. Non-employee workers, such as contractors and temporary staff, are also engaged based on operational needs. Glamox includes all individuals within its workforce who could be materially impacted by its operations in its sustainability disclosures, adhering to ESRS 2 guidelines. Glamox operations are founded in its mission and values and guided by our Code of Conduct. This ensures that Glamox has a positive impact on its workforce in several areas. We provide a secure working place, offering adequate wages and regulated working hours. Furthermore, Glamox supports the freedom to organize, collective bargaining agreements and engages with its workforce in regular employee surveys and dialogues in different local forums. Glamox provides training for our employees and encourages skill development to stay abreast of technological development. Our recruitment practices strive to address biases based on checklists and minimum requirements for diversity among candidates. Our code of conduct prohibits forced- and child labour, and we have a zero tolerance for harassment and violence at the workplace. Furthermore, our privacy policy ensures our employees’ rights to privacy. Negative impact is related to pay equity and unconscious biases, where the lighting industry historically has seen a majority of men in customer facing and leadership positions. Initiatives to address this is in place, for example unconscious biases training and mapping of pay equity. The key risk related to our workforce relates to Health & Safety in our production facilities. Glamox has solid procedures in place, but accidents and high sick leave could reduce production output or affect availability of goods. Glamox has identified that manufacturing staff may face unique risks related to occupational health and safety and has developed programs alongside regular risk assessments, to identify and protect vulnerable groups within its workforce. Conversely, opportunities for professional growth are actively promoted across all employee groups, with opportunity to support diverse career development paths. Glamox does not expect material impacts on its own workforce as a result of its transition plan. However, changes in operation may require reskilling and upskilling of employees to adapt to new technologies and sustainable practices.
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49 Creating light for a better life Forced- and Child Labour Policies affecting own workforce Glamox operates in regions with stringent labour laws and maintains robust policies to prevent forced or compulsory labour. Furthermore, operations are regularly assessed to identify and mitigate any potential risks related to labour rights violations. Glamox strictly prohibits child labour across all its operations and supply chains and have comprehensive policies in place. Furthermore, regular audits are conducted to ensure compliance with international labour standards and no instances of child labour. Glamox has not identified any specific countries or regions where its operations are at significant risk of child-, forced or compulsory labour incidents. Glamox’s policies are designed to address material impacts, risks, and opportunities for all our employees. We foster an inclusive work culture and provides equal employment opportunities. The company engages with employees through regular surveys, open communication channels, and by encouraging participation in decision-making processes. Our key policies are: • Code of conduct • Privacy Policy • HSE Policy • DEI Policy • Whistleblowing policy • Recruitment policy The key contents of Glamox’s policies include commitments to: • Uphold and respect internationally proclaimed human rights. • Ensure compliance with applicable laws and regulations. • Promote equal employment opportunities and prohibit discrimination. • Maintain a safe and healthy working environment. These policies apply to all Glamox employees, including temporary staff and board members, across all regions where the company operates. There are no noted exclusions; the policies are designed to be comprehensive and inclusive. The Board of Directors holds the highest level of accountability for the implementation of Glamox policies. Glamox leadership team oversee adherence to the Code of Conduct and other related policies, ensuring alignment with Glamox’s core values and strategic objectives. Glamox engages in active dialogue with stakeholders, including employees, customers, suppliers, and the communities in which it operates. This engagement ensures that the interests and concerns of key stakeholders are considered in the development and implementation of policies. All policies, including the Code of Conduct, whistleblowing and DEI initiatives, are publicly available on the company’s website. They are communicated to all employees and relevant stakeholders to ensure awareness and compliance. Glamox engage with its workforce in several ways, including close dialogue with unions and employee representatives. Employees are represented in the Board of Directors. Furthermore, Glamox annually conducts an employee engagement survey, going to great lengths to ensure that every employee (for example employees without company e-mail) is able to answer.
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50 Creating light for a better lifeCreating light for a better life 50 Human Rights Glamox is committed to supporting and respecting the protection of internationally proclaimed human rights. The company strives to ensure that it is not complicit in human rights abuses and that all operations are conducted ethically. Our approach includes adhering to international human rights standards, ensuring fair labour practices, and providing a safe and inclusive work environment. The company supports freedom of association and the right to collective bargaining. Glamox has established mechanisms, such as a whistleblowing policy, to address and remedy any human rights impacts. Employees are encouraged to report concerns, and the company ensures that such reports are taken seriously and investigated appropriately. For more information on Whistleblowing, see page 61. Glamox explicitly prohibits the use of forced or compulsory labour, human trafficking, and child labour in its operations and supply chains. The company requires its business partners to adhere to the same standards. Glamox’s policies are aligned with internationally recognized instruments including: • The Universal Declaration of Human Rights. • The UN Global Compact. • The UN Guiding Principles on Business and Human Rights. • The International Labour Organization’s (ILO) eight core conventions.
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51 Creating light for a better life Workplace Health & Safety Discrimination Glamox is committed to ensuring a high level of wellness, health and operational safety of our employees. We have a zero-incident philosophy and work systematically and targeted to ensure that our employees have a safe workplace and feel protected. All our employees (100%) are covered by an occupational health and safety management system. From time to time, Glamox uses services from workers who are not employees but whose work and/or workplace is controlled by us. Employees who fit this category are usually covered by the occupational health and safety management system. The responsibility for health, safety and environment goals within Glamox lies with the divisional managers, including a regular follow-up on results. Health and safety KPIs find a place in the monthly business review. Actions to support lie within line management, HSE representatives and committees, and ultimately the individual employee. Where present and mandated, health, safety and environment committees and councils take a part in planning, discussing, developing and following up issues within this area of work. All employees are represented by such committees that have a mandated schedule of meetings. We have established reporting routines for lost time accidents and require all lost time accidents to be reported, investigated, and mitigated. Glamox has implemented specific policies to eliminate discrimination and promote an inclusive and fair work environment. These include our Code of Conduct, DEI policy and recruitment policy, which set clear expectations for non- discriminatory practices across all employment processes. To reinforce these policies, we provide regular training on diversity, inclusion, and unconscious bias. Additionally, we have established confidential reporting channels where employees can raise concerns without fear of retaliation. Glamox has a clear non- discrimination policy that explicitly outlines the protected grounds to ensure a fair and inclusive workplace. Our policies prohibit discrimination based on gender, age, ethnicity, nationality, religion, disability, sexual orientation, gender identity, marital status, parental status, political views, or any other protected characteristic. These principles are embedded in our Code of Conduct, DEI policy and recruitment policy to ensure that all employment decisions- such as hiring, promotions, and compensation -are based on merit and fairness. Additionally, we provide regular training to employees and managers to prevent discrimination and offer confidential reporting channels for concerns. Glamox is committed to an inclusive work culture and providing equal opportunities and fair treatment of all employees. The company does not accept any form of harassment or discrimination on the basis of race, colour, religion, gender, sexual orientation, national origin, age, disability, or veteran status. Glamox requires managers to keep an open mind, speak out against discrimination, and set an example of respectful and inclusive behaviour. The company believes that these policies can contribute positively to non-discrimination in the workplace.
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52 Creating light for a better life Targets for own workforce In 2022 Glamox set a target to have 1/3 of the underrepresented gender in the Extended Leadership Team. The target was approved by the Group Leadership Team, to be followed up annually. The target was set to encourage diversity and inclusion but was not set with input from stakeholders or based on scientific evidence. Nor were employees, their legitimate representatives or credible proxies involved in setting, tracking or identifying lessons from the target. Share of underrepresented gender in the Extended Leadership team Baseline 2022 21% Target 2024 33% Performance 33% The Extended Leadership Team has changed composition and been enlarged during the measurement period, including an increased number of leaders in the Functions. We are encouraged that the diversity has increased but remain committed to increasing diversity further among all our leaders in Glamox. No instances of Discrimination or Human rights breaches Glamox has no confirmed instances of discrimination or human right breaches during the year. Furthermore, Glamox has not received any fines or penalties related to discrimination, harassment or complaints, nor any fines for human right breaches. Through different channels Glamox has received nine reports related to own workforce.
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53 Creating light for a better life Our Workforce in numbers Glamox has implemented a HR system to manage data for its own workforce, and this system serves as a common source for HR related data. Furthermore, all data related to Health and Safety is monitored through our HESQ system. Gender 2024 Female 826 Male 1,223 Other 0 Total # of employees 2,049 Average # of employees 2,107 Employment type 2024 Permanent 1,976 Fixed term 59 On-Call personnel 21 Freelancer/consultant 196 Temporary agency 14 Internship paid 13 Apprentice 5 Age Group % 64+ 2 55-64 24 45-54 27 35-44 27 25-34 17 25-0 3 Number of employees by gender (head count) Employment by type (head count) (December 2024) Employees by age 2024 (head count) Country Employees # Female % Men % Poland 674 40 60 Norway 516 36 64 Estonia 244 66 34 Germany 143 38 62 Sweden 74 25 75 China 67 43 57 Total 1,718 Number of employees in countries with 50 or more employees representing at least 10% of total number of employees 1,651 Average number of employees in countries with 50 or more employees representing at least 10% of total number of employees 1,697 Countries with more than 50 employees in 2024 (head count) Headcount own employees = Employment type: Permanent, fixed term and Apprentice. 2024 Number of employees who have left Glamox 279 Own personnel 241 Temps 38 Percentage of employee turnover (attrition) 9.2% Number of employees who have left Glamox (head count)
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54 Creating light for a better life # of employees % covered by collective agreement Percentage of total employees covered by collective bargaining agreements 2,040 30% Percentage of own employees covered by collective bargaining agreements are within coverage rate by country with significant employment (in the EEA) 1,943 31% Percentage of own employees covered by collective bargaining agreements (outside EEA) by region 97 0% Own workforce in region (non-EEA) covered by collective bargaining and social dialogue agreements by coverage rate and by region 0 0% # Female Female % # Male Men % Gender distribution at top management level 3 33% 6 66% # of employees % of employees Countries where employees earn below the applicable adequate wage benchmark 0 0% Employees covered by collective agreements 2024 (head count and per cent) Gender distribution at top management level 2024 (head count and per cent) Adequate wage benchmark 2024 (head count and per cent) Top management include all members of the Group Leadership Team. All employees are paid adequate wage, in line with applicable benchmarks.
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55 Creating light for a better life Occupational health and safety 2024 Number of hours worked during the reporting period (incl. Compensated overtime)1) 3,289,002 Number of fatalities in own workforce as result of work-related injuries and work-related ill health 0 Number of fatalities as result of work-related injuries and work-related ill health of other workers working on undertaking's sites 0 Number of recordable work-related accidents for own workforce 18 Main types of work-related ill health Cut and Lacerations, Falling Object followed by Slips/Trips/Falls. Rate of recordable work-related accidents for own workforce 5.47 Days lost to injury 100 Number of injuries resulting in Lost Time (LTI) 7 Total number of work-related injuries 28 Occupational health and safety (own workforce) 1) The data listed on Occupational health and safety has been compiled from Glamox’s units. 2024 Gender pay gap 32.08 Annual total remuneration ratio 7.4 Gender pay gap and annual total remuneration ratio
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56 Creating light for a better life Value Chain Workers - S2 Glamox has evaluated its value chain and our material impacts on value chain workers are related to the upstream elements of our value chain. Employees with our direct suppliers is where Glamox is deemed to have a material impact, but the impact is not related to any specific group. Based on strict policies, including our Responsible Business Partner policy and Code of Conduct, Glamox has a positive impact on Workers in the value chain and we have not identified any material negative impacts. Our primary tool to create impact for value chain workers is related to policies and to use our position as a purchaser to effectuate positive change. Negative impacts typically relate to the issue of conflict minerals or could areas omitted in our policies, for example work/life balance or collective bargaining rights that is not required to be a Glamox supplier. Conflict Minerals is not a material impact following a likelihood assessment, but has been addressed as a material risk for Glamox. The positive impact is primarily related to equal treatment at work, diversity practices and a safe working environment. Material risks relate to conflict minerals and the associated risk of child labour, or of forced or compulsory labour. As a manufacturer of products containing electronic components, we acknowledge that our products may contain metals that may have originated from minerals sourced from conflict affected and high-risk areas. There are no substitutes for these minerals at present, and we acknowledge that the extraction of minerals from these areas might contribute to human rights violations, political instability in the regions, or even be used to finance armed conflict. All our suppliers are therefore required to critically assess their own supply chain to ensure that no metals are derived from regulated conflict minerals or ensure that only certified smelters have supplied the metals. We use the Conflict Minerals Reporting Form issued by the Responsible Minerals Initiative to gather information on our suppliers, the country of origin of minerals, the smelteries and refineries used for processing our raw materials like tungsten, tantalum, tin and gold. Our understanding of the value chain stems from desktop research of competitors and suppliers as well as research from NGOs. Our onsite audits also provide a direct channel to workers in the supply chain. We acknowledge that we would like to have better insight into the everyday of workers in the supply chain, but its challenging to establish trusted channels. In case of issues, our whistleblowing channel is available for anyone to file concerns.
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57 Creating light for a better life Workers in Supply chain Our supply chain is governed by two policies: The Code of Conduct and Glamox Responsible Business Partner Policy. These policies apply to all our business relationships and all Glamox employees and are based on the UN Guiding Principles on Business and Human Rights, ILO Declaration on Fundamental Principles and Rights at Work and OECD Guidelines for Multinational Enterprises that involve value chain workers. The policies are informed by the perspectives of supply chain workers and the potential positive impact we can have on working conditions and human rights. Glamox has not identified any material negative impact on workers in its supply chain, nor have we identified any groups that would be particularly vulnerable or marginalised. The Board of Directors of Glamox AS serves as the highest governance body within the Glamox Group, responsible for developing, reviewing and approving the company’s purpose, strategy, policies, goals, and reports related to sustainable development. The Board of Directors and CEO approve policies and procedures, including the ones related to business conduct, compliance and sustainability. Key elements of our Code of Conduct relating to workers in supply chain: 1. Ethics & Compliance • Employees must uphold honesty, integrity, and fairness in all business dealings. • No engagement in manipulation, fraud, or unethical behavior. • Compliance with all applicable laws and company policies is mandatory. 2. Values & Conduct • Commitment to quality, health, safety, and environmental responsibility. • Support for human rights, fair labor practices, and non-discrimination. 3. Business Practices • Customer & Supplier Relations: Fairness, transparency, and ethical interactions. • Anti-Corruption & Bribery: Strict prohibition of bribery, facilitation payments, and unethical gifts. • Loyalty & Conflicts of Interest: Employees must disclose potential conflicts of interest.
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58 Creating light for a better life Key elements of the Glamox Responsible Business Partner Policy: 1. Legal Compliance • Business Partners must comply with all relevant laws, including those related to international trade, data protection, and anti-competition. 2. Integrity & Ethical Business Conduct • Honest and transparent business practices are required. • Business transactions must be accurately recorded. • Business Partners must ensure their subcontractors uphold these standards. 3. Anti-Bribery & Corruption • Compliance with anti-bribery laws (e.g., U.S. Foreign Corrupt Practices Act) is mandatory. • Bribery, facilitation payments, and excessive gifts to gain business advantages are prohibited. 4. Gifts & Hospitality • Any hospitality must be reasonable, proportionate, and aligned with Glamox’s policies. • Gifts should be rare and not influence business decisions. 5. Competition Law Compliance • Business Partners must adhere to antitrust laws and avoid anti-competitive practices. 6. Equal Opportunities & Human Rights • No discrimination based on race, gender, religion, age, disability, etc. • No involvement in child labor, forced labor, slavery, or human trafficking. 7 . Conflict of Interest • Business Partners must disclose any potential conflict of interest to Glamox. 8. Health, Safety & Security • Safe and healthy workplace conditions are mandatory. • Cybersecurity threats must be managed to protect company data and assets. 10. Environmental Responsibility • Business activities must comply with environmental laws and prioritize sustainability. 11. Financial Records & Money Laundering Prevention • Business dealings must be transparent and accurately recorded. • No involvement in money laundering or market abuse. 12. Communication & Compliance • Business Partners must communicate these principles internally and ensure compliance. • Glamox may audit or investigate compliance, and non-compliance may lead to corrective actions or contract termination.
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59 Creating light for a better life To ensure compliance, we assess our suppliers using the IntegrityNext platform, focusing on various aspects of human rights and labour practices. Below are the key questions we ask our suppliers during the assessment: 1. Child Labor Protection 2. Equal Remuneration 3. Trade Union Rights 4. Freedom of Association 5. Civil and Political Rights 6. Land, Forests, and Wat ers 7. Security Services Each supplier is evaluated based on their r esponses to these questions, and we score them from a risk perspective. This allows us to identify areas where suppliers may need to improve their practices. For those who do not fully meet our standards, we work closely with them to enhance their compliance and sustainability practices. Through these measures, we strive to protect workers’ rights and promote ethical labour practices across our supply chain, contributing to our overall mission of sustainability and responsible business conduct. Glamox do not have any indication of cases of non-respect of the UN Guiding Principles on Business and Human Rights, ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines for Multinational Enterprises that involve value chain workers. Glamox engages with value chain workers during supplier audits, but except for those interactions we are not in regular contact with workers in our supply chain. Glamox has not adopted a general process to engage with value chain workers. Supplier audits are the remit of Head of Purchasing. Glamox has a robust Whistleblowing process in place that is available for all stakeholders, including workers in the value chain. We acknowledge that the knowledge of this channel existing might be lacking with certain suppliers, and especially sub suppliers, but the channel and related information is easily available on Glamox homepage. For more information on our Whistleblowing process, please refer to chapter Governance G-1. Beyond regular incremental improvements being a part of daily operations, Glamox has not adopted any actions to manage impacts, risk and opportunities related to workers in the supply chain. Targets for workers in supply chain In 2022 Glamox set a target to increase share of direct spend assessed through our IntegrityNext platform by year end 2024 to 100%. The target was approved by the Group Leadership Team, to be followed up annually. The target was set to encourage the usage of ESG factors in supplier assessments but was not set with input from stakeholders or based on scientific evidence. Nor were value chain workers, their legitimate representatives or credible proxies involved in setting, tracking or identifying lessons from the target. Direct Spend measures purchase of goods going into the finished goods, and does not include supporting goods or services (Indirect spend). Measurement of Direct Spend is done in the Sievo Purchasing System. Target to increase use of ESG factors in supplier assessment Baseline 2022 57% of Direct Spend Screened Target 2024 100% of Direct Spend Screened Performance 97% of Direct Spend Screened
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60 Creating light for a better life Governance
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61 Creating light for a better life The Board of Directors of Glamox AS serves as the highest governance body within the Glamox Group, responsible for developing, reviewing and approving the company’s purpose, strategy, policies, goals, and reports related to sustainable development. The Board of Directors and CEO approve policies and procedures, including the ones related to business conduct, compliance and sustainability. Glamox Leadership Team and the Extended Leadership Team are responsible for ensuring deployment of group policies and procedures across the whole organization. The Group Legal department is overseeing compliance with policies and procedures and conducts trainings. Glamox ensures that its Board of Directors, CEO, Glamox Leadership Team and Extended Leadership Team possess the necessary expertise to uphold high standards of business conduct, corporate governance, and compliance. Their collective knowledge and experience contribute to maintaining ethical operations and responsible decision- making across the organization. Our corporate culture is defined through Glamox vision, mission and core values. Every second year Glamox updates and thoroughly communicates its group strategy plan to ensure that the employees are well informed of the direction of the Group. The strategy is cascaded by GLT and ELT to all relevant parties of the Group and set the tone by integrating the abovementioned to the corporate culture on daily basis. The development of Glamox corporate culture is an ongoing process, underpinned by training and continuous learning. Glamox also promotes employee engagement and evaluate corporate culture through its annual employee survey. Glamox has several policies and procedures which address the business conduct and corporate culture, such as: Code of Conduct, Anti-corruption and Anti-bribery Procedure, Whistleblowing Procedure, Responsible Business Partner Policy, Anti-trust Policy, Sanctions and Export Control Procedure. Glamox’ Code of Conduct and Anti-corruption and Anti-bribery Procedure are consistent with United Nations Convention against corruption. Glamox aims to make Code of Conduct training mandatory for every new employee and to provide refresher training once a year. Whistleblowing Business conduct - G1 At Glamox we promote a ‘speak- up’ culture and we have a Whistleblowing Policy in place, committing that all reports of possible irregularities will be treated with the utmost confidentiality. Managers at Glamox are responsible for ensuring adherence to Group policies and procedures and employees are encouraged to inform about any irregularities their managers, legal or HR. On top of that a confidential and secure whistleblowing system is available for employees, business partners, and stakeholders to report concerns anonymously if desired. The whistleblowing system is managed by the legal department. Glamox also offers an external whistleblowing channel provided by an independent, verified supplier that ensures the possibility of anonymous reporting. We are committed to investigate business conduct incidents promptly, independently and objectively. The whistleblowing procedure describes how investigation process shall be handled with the timeline.
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62 Creating light for a better life Anti-corruption The main risks related to corruption are linked to entertainment, for example the giving and receiving of gifts or to countries where corruption perception index according to Transparency International is low. To address these risks, we introduced updated Anti- corruption and Anti-bribery Procedure in 2024 focusing on rules related to entertainment and gifts and also according to Sanction and Export Control Procedure. Glamox is screening any customer and end-user from country with the score less than 40 according to the corruption perception index. Functions that are most at risk in respect of corruption and bribery at Glamox are: Sales, Procurement and Marketing. The internal Legal department is responsible for providing trainings and audits related to prevention and detection of corruption or bribery. However, in cases where the company management would be suspected of corruption, an external investigator would be commissioned to carry out an investigation. Outcomes related to possible corruption or bribery cases will be immediately reported to the Glamox Group CEO. Glamox informs all employees about all adopted procedures through internal channels of communication and organize trainings on policies and procedures dedicated to relevant employees. We provided an in-depth webinar about the Anti-corruption and anti-bribery procedures adopted in 2024, discussing each employee’s obligation arising from this procedure in detail. The training was completed by 86% of the relevant people identified, as well as 100% of the Group Leadership Team. There were no confirmed incidents of corruption in 2024. No employees were dismissed or disciplined for corruption, and no contracts with business partners were terminated or not renewed due to violations related to corruption. Glamox is not aware of any cases regarding corruption being brought against the company or its employees in the reporting period, and no fines have been paid.
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63 Creating light for a better life Supply Chain Political influence & Lobbying Payment terms At Glamox we are committed to upholding the highest standards of sustainability and ethical practices throughout our supply chain. Glamox supplier relationships are governed by the Glamox procurement policy and Procurement handbook. Material suppliers are typically evaluated annually, using the external platform called IntegrityNext. The evaluation includes a self-assessment of all relevant ESG factors, although some evaluation factors might require improvement. For new suppliers, IntegrityNext screening is mandatory and Glamox has also onboarded a significant share of the spend to be assessed on the platform. A key focus of our screening process is the assessment of human rights and labour practices. We are dedicated to ensuring that our suppliers adhere to fair labour standards and respect human rights. This includes evaluating their policies and practices related to child labour, forced Labor, working conditions, fair wages and non-discrimination. Each supplier is scored from a risk perspective, allowing us to identify areas for improvement. For those suppliers who do not fully meet our standards, we collaborate closely with them to enhance their compliance and sustainability practices. Selection of suppliers are typically based on technical, commercial criteria and evaluation of ESG factors. Glamox avoids sourcing from suppliers that don’t score well on the IntegrityNext criteria. For smaller suppliers, evaluation consists of a country and industry risk assessment and further scrutiny is reserved for suppliers considered high risk. Glamox has taken a stance not to engage in political influence and lobbying activities. Any exception to this shall be limited and requires pre-approval by the CEO. During the reporting period, Glamox has not financed, nor supported any political activities in any way, neither through financial or in-kind contributions. Glamox is not registered in EU Transparency Register or in equivalent transparency register in an EU Member State. No member of Glamox Management or Board have held a comparable position in public administration for the two years preceding being appointed to a position in Glamox. Glamox do not have a policy to prevent late payments. We do however have systems that help us handle the incoming invoices effectively with minimal manual handling. This reduces the time from receiving an invoice to approval is performed. The average number of days to pay an invoice from date when contractual or statutory term of payment starts to be calculated is 33 days. 8% of pa yments are aligned with standard terms. There are no outstanding legal proceedings for late payments.
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64 Creating light for a better life Supply chain and the Norwegian Transparency Act As a manufacturer of products containing electronic components, we acknowledge that our products may contain metals that may have originated from minerals sourced from conflict affected and high-risk areas. There are no substitutes for these minerals at present, and we acknowledge that the extraction of these minerals contributes to human rights violations, political instability in the regions, or even be used to finance armed conflict. All our suppliers are therefore required to critically assess their own supply chain to ensure that no metals are derived from regulated conflict minerals or ensure that only certified smelters have supplied the metals. We use the Conflict Minerals Reporting Form issued by the Responsible Minerals Initiative to gather information on our suppliers, the country of origin of minerals, the smelteries and refineries used for processing our raw materials like tungsten, tantalum, tin and gold. The IntegrityNext platform allows us to track each supplier’s compliance regarding regulated conflict minerals. Our suppliers either have to declare the absence of conflict minerals or state correctly and fully the source of any conflict minerals in their products, evidenced by a certificate. Suppliers who do not comply, send in incomplete forms are followed up individually to ensure compliance. Our long-term objective is to replace all components linked to conflict minerals. We have established actions to prevent or mitigate potential negative impacts, as well as routines for reporting and tracking the effectiveness of the actions taken. Any and every individual, inside and outside our company, may use the whistleblowing channel established in 2022. This can be used to report wrongdoing, suspected wrongdoing, breaches or suspected breaches of laws of the land or the Glamox Code of Conduct. This could be anything that affects our employees, organisation, society, or the environment. This includes violations of human and labour rights such as the right to freedom of association, recognition of the right to collective bargaining, forced, compulsory and child labour. Glamox publishes a statement including our expectations to our suppliers, due diligence on human rights and how we manage risk. This statement is based on the Norwegian Transparency Act. We also issue an annual Modern Slavery Statement, based on the UK Modern Slavery Act of 2015. Conflict minerals Access to remediation
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Creating light for a better life 65 Case study Enhancing Passenger Experience whilst keeping sustainability at the forefront Torghatten Nord’s Hinnøy NB1091 electric ferry, operating between the cities of Bognes and Lødingen in Norway, is a state-of-the-art environmentally friendly vessel. It is equipped with human-centric lighting provided by Glamox, aimed at enhancing passenger comfort and safety. Background: Glamox installed 279 special tuneable LED luminaires in the ferry’s passenger lounge. These lights gradually brighten as the vessel approaches the harbor, alerting passengers to prepare to disembark. The lighting system is connected to the vessel’s navigation and positioning system, using geofencing to adjust the lighting based on the ferry’s proximity to its destination. The human-centric lighting can also mimic natural daylight, providing a calming ambiance by taking into account the position of the ferry in relation to the time of day and sunlight. Results: • Enhanced Passenger Experience: The innovative lighting sy stem provides an extra notification for hearing-impaired passengers, ensuring they are aware when it’s time to dock. • Energy Efficiency: The lighting system includes pr esence sensors that dim or switch off lights in unoccupied areas, saving electricity. The energy-efficient and sustainable lighting solution from Glamox on the 117-meter-long roll-on/roll- off passenger and vehicle ferry, with a capacity of 399 passengers and 120 cars, contributes to the largest zero-emission ferry in Norway. Also included in the package are navigation lights and control panels, floodlights, searchlights, crew cabin lights, bed lights, emergency lighting, and other downlights. Photo: Cemre Shipyard
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66 Creating light for a better life Progress on Sustainability Linked Financing Framework KPIs This is the third report on progress after Glamox launched the Sustainability Linked Financing Framework in January 2022 (the “Framework”). The Framework is used for Glamox AS bank financing as well as GLX Holding AS FRN Senior Secured NOK 2,000m (ISIN NO0012838970). The Framework is developed in alignment with the Sustainability-Linked Bond Principles (SLBP) published in June 2020 by the International Capital Market Association (ICMA) and the Sustainability Linked Loan Principles (SLLP) published in March 2022 by the Loan Market Association (LMA), Asia Pacific Loan Market Association (APLMA) and Loan Syndications and Trading Association (LSTA). The Framework was subject to a pre-issuance Second Party Opinion by Position Green. KPI 1: Absolute Scope 1 and 2 GHG emissions in metric tonnes Glamox should reduce absolute Scope 1 and 2 GHG emissions by 40% by 2025 from the base year, 2021. 2021 (base year) 2022 2023 2024 Target 2025 Scope 1 3,134 2,462 2,250 2,078 - Scope 2 1,483 1,033 1,028 1,153 - Total 4,617 3,496 3,280 3,231 2,770 Reduction vs 2021 (%) - 24% 28% 30% 40% Numerous activities across the Group have support the reductions achieved towards this goal, including reduced use of vehicle fuel and initiatives to reduce energy consumption. Updated emission factors has led to increases in Scope 2 emissions despite reduced use of energy. Further to this target, Glamox now has validated SBTi targets that are in line with the latest climate science and the requirements to meet the Paris Agreement. The submitted targets are in line with the SBTi framework and also includes a reduction of Scope 3 emissions. KPI 2: Share of turnover from connected lighting Glamox should increase its share of turnover from connected lighting to 45% by 2025. As stated in the Framework, the percentage of our turnover from connected lighting was around 36% in 2021. Since January 2022, Glamox has worked to improve the quality of its product information data management. This has yielded a more granular view of connected lighting sales across all relevant business units. 2021 2022 2023 2024 Target 2025 Share of Connected lighting 36.6% 37.2% 40.4% 41.9% 45.0% The growth in connected lighting is mainly driven by Professional Building Solutions sales in the Nordics (Norway, Sweden, and Denmark), following successful promotion of the benefits of energy-efficient lighting solutions. We are also seeing rising demand for connected lighting in marine applications, particularly across Europe. KPI 3: Non-hazardous waste to landfill in metric tonnes Glamox to reduce the share of non-hazardous waste sent to landfill to 1% by 2025. 2021 2022 2023 2024 Target 2025 Non-hazardous waste sent to landfill as percentage of total non-hazardous waste 4.4% 2.6% 1.0% 0.8% 1.0% On the back of solid sorting practices implemented in 2024 across the Group, Glamox continues to decrease the share of waste going to landfill. For 2024, total waste increased somewhat, while waste to landfill decreased marginally. Glamox continues to strive towards zero waste to landfill and increasing recycling levels. For more information, please refer to the Sustainability section of our Annual report for 2024.
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68 Creating light for a better life ESRS index ESRS 2 - General disclosures Disclosure requirement Description Where to find in our report Page Omissions BP-1 Basis for preparation of sustainability statement Basis for preparation 12-16 5 d, 5 e BP-2 Disclosures in relation to specific circumstances Basis for preparation 15 9 b, 11 a, 14 c, 16, 17 b GOV-1 The role of the administrative, management and supervisory bodies General Disclosures Board and management’s role and responsibilities with regard to sustainability 17-18 GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies Board and management’s role and responsibilities with regard to sustainability 17-18 GOV-3 Integration of sustainability-related performance in incentive schemes Incentive schemes and remuneration policy 18 GOV-4 Statement on sustainability due diligence Statement on due diligence 18 GOV-5 Risk management and internal controls over sustainability reporting Risk Management and internal controls over sustainability reporting 18 SBM-1 Strategy, business model and value chain Our business model and value chain 19-20 40 a iv, 40 b, 40 c, 40 e, 40 f, 41 SBM-2 Interests and views of stakeholders Our engagement with stakeholders 21-22 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model Materiality assessment process / Our business model and value chain 19-20; 23-31 48 e IRO-1 Description of the process to identify and assess material impacts, risks and opportunities Materiality assessment process 23-31 IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement Materiality assessment process 23-31 56, 57 ESRS E1 - Climate change Disclosure requirement Description Where to find in our report Page Omissions E1-1 Transition plan for climate change mitigation Transition plan and Science Based Targets 33-40 16c, 16f, 16j, E1-2 Policies related to climate change mitigation and adaptation Climate change mitigation and adaptation 33-40 24 E1-3 Actions and resources in relation to climate change policies - E1-3 E1-4 Targets related to climate change mitigation and adaptation Transition plan and Science Based Targets 33-40 E1-5 Energy consumption and mix Energy consumption 41 E1-6 Gross Scopes 1, 2, 3 and total GHG emissions Greenhouse gases 42 45d E1-7 GHG removals and GHG mitigation projects financed through carbon credits - E1-7 E1-8 Internal carbon pricing - E1-8 E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities - E1-9
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69 Creating light for a better life ESRS index cont. ESRS E5 - Circular economy Disclosure requirement Description Where to find in our report Page Omissions E5-1 Policies related to resource use and circular economy Circular Economy 44-45 14, 15a, 15b E5-2 Actions and resources to achieve policy objectives - E5-2 E5-3 Targets related to resource use and circular economy Waste 46 E5-4 Resource inflows Materials used and recyclability 45 E5-5 Resource outflows Waste 46 E5-6 Waste management performance - E5-6 ESRS S1 - Own workforce Disclosure requirement Description Where to find in our report Page Omissions S1-1 Policies related to own workforce Policies affecting own workforce, Discrimination 49 S1-2 Processes for engaging with own workforce and workers’ representatives about impacts Policies affecting own workforce, Human Rights 50 S1-3 Processes to remediate negative impacts and channels for own workforce to raise concerns Materiality Assessment, Human Rights, Whistleblowing 48-53 S1-4 Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions - S1-4 S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities Targets for own workforce 50 S1-6 Characteristics of the undertaking’s employees Our Workforce in numbers 53-55 S1-7 Characteristics of non-employees in the undertaking’s own workforce - S1-7 S1-8 Collective bargaining coverage and social dialogue 54 S1-9 Diversity metrics Our Workforce in numbers 53-55 S1-10 Adequate wages Our Workforce in numbers 53-55 S1-11 Social protection - S1-11 S1-12 Persons with disabilities - S1-12 S1-13 Training and skills development metrics - S1-13 S1-14 Health and safety metrics Workplace Health & Safety, Our Workforce in numbers 51;53-55 S1-15 Work-life balance metrics - S1-15 S1-16 Compensation metrics (pay gap and total compensation) Our Workforce in numbers 54-55 S1-17 Incidents, complaints and severe human rights impacts No instances of Discrimination or Human rights breaches 52
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70 Creating light for a better life ESRS index cont. ESRS S2 - Workers in the value chain Disclosure requirement Description Where to find in our report Page Omissions S2-1 Policies related to value chain workers Workers in Supply chain 57-59 S2-2 Processes for engaging with value chain workers about impacts Workers in Supply chain 57-59 S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns Workers in Supply chain, Whistleblowing 57-59;61 S2-4 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions - S2-4 S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities Targets 59 ESRS G1 - Business conduct Disclosure requirement Description Where to find in our report Page Omissions G1-1 Business conduct policies and corporate culture Governance, Whistleblowing, Anti-Corruption 61-64 10f, 14 G1-2 Management of relationships with suppliers Supply chain, Anti-Corruption 61-64 G1-3 Prevention and detection of corruption and bribery Anti-Corruption 62 G1-4 Incidents of corruption or bribery Anti-Corruption 62 G1-5 Political influence and lobbying activites Political influence & Lobbying 63 G1-6 Payment practices Payment Terms 63 33b
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GLX Holding Group Annual financial statements 2024 71
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Content Consolidated statement of profit and loss Consolidated statement of other comprehensive income Consolidated statement of financial position Consolidated statements of cash flows Consolidated statement of equity Section 1 - Overview Section 6 - Tax 1,1 Corporate information 6,1 Taxes 1,2 Basis of preparation 1,3 Significant judgements and estimates Section 7 - Remuneration and post-employment benefits 7,1 Management- and Board remuneration Section 2 - Operating income and expenses and inventories 7,2 Post-employment benefits 2,1 Segment information 2,2 Revenues from contracts with customers Section 8 - Group companies 2,3 Inventories 8,1 Group companies 2,4 Employee benefit expenses 8,2 Business combinations 2,5 Other operating expenses Section 9 - Other disclosure requirements Section 3 - Non-current assets 9,1 Earnings per share 3,1 Property, plant and equipment 9,2 Related party transactions 3,2 Goodwill 9,3 Events after the reporting period 3,3 Product development and other intangible assets Section 4 - Provisions and commitments Section 10 - Accounting policies 4,1 Provisions and other liabilities 10,1 Material accounting policies 4,2 Leases 10,2 Changes in accounting policies 10,3 Standards issued but not yet effective Section 5 - Financial instruments, capital structure and equity 5,1 Financial instruments 5,2 Interest bearing liabilities 5,3 Maturity analysis of financial liabilities 5,4 Fair value measurement 5,5 Financial risk management 5,6 Capital management 5,7 Equity and shareholders 5,8 Cash and cash equivalents 5,9 Trade and other receivables 5,1 Trade and other payables 5,11 Financial income and expenses 72
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GLX Holding AS - Group Consolidated statement of profit and loss For the years ended 31 December NOK 1000 Notes 2024 2023 Revenue 2.1, 2.2 4 477 067 4 246 657 Other operating income 2,1 9 713 19 172 Total revenue and other operating income 4 486 780 4 265 829 Raw materials and consumables used and changes of finished goods 1 957 031 1 984 348 Payroll and related costs 2,4 1 421 950 1 331 521 Depreciation and amortisation 3.1, 3.3, 4.2 247 290 266 919 Impairment of non-current assets 3.2, 4.2 7 418 3 368 Other operating expenses 2,5 402 411 381 075 Total operating expenses 4 036 100 3 967 231 Operating profit 450 680 298 598 Financial income 5,11 74 391 54 663 Financial expenses 5,11 350 445 348 680 Net financial items -276 054 -294 017 Profit/loss before tax 174 626 4 581 Income tax expense 6,1 92 051 78 725 Profit/loss for the year 82 574 -74 144 Profit/loss attributable to equity holders of the parent 23 141 -94 048 Profit/loss attributable to non controlling interests 59 433 19 904 Earnings per ordinary share attributable to the equity holders of the parent 9,1 23,1 -94,0 Consolidated statement of other comprehensive income Profit/loss for the year 82 574 -74 144 Items that subsequently will not be reclassified to profit and loss: Gain/loss from remeasurement on defined benefit plans 7,2 1 396 -15 145 Tax effect on remeasurements on defined benefit plans 6,1 81 2 266 Total items that subsequently will not be reclassified to profit and loss 1 478 -12 879 Items that subsequently may be reclassified to profit and loss: Currency translation differences 84 474 141 002 Net gain/loss on hedge of foreign subsidiaries 5,5 -77 107 -127 350 Tax effect from hedge of foreign subsidiaries 6,1 16 964 28 017 Total items that subsequently may be reclassified to profit and loss 24 330 41 669 Other comprehensive income for the period 25 808 28 790 Total comprehensive income for the period 108 382 -45 354 Total comprehensive income attributable to equity holders of the parent 42 798 -72 121 Total comprehensive income attributable to non controlling interests 65 584 26 767 73
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GLX Holding AS - Group Consolidated statement of financial position NOK 1000 Notes 31.12.2024 31.12.2023 ASSETS Intangible non-current assets Goodwill 3,2 1 934 433 1 863 223 Intangible assets 3,3 1 030 836 1 094 501 Total intangible non-current assets 2 965 269 2 957 724 Tangible non-current assets Land, buildings and other property 3,1 206 516 200 575 Machinery and plant 3,1 91 850 74 462 Fixtures and fittings, tools, office equipment etc. 3,1 28 344 43 511 Right-of-use assets 4,2 145 279 182 697 Total tangible non-current assets 471 990 501 245 Deferred tax assets 6,1 75 882 79 767 Other non-current assets 10 304 10 676 Total non-current assets 3 523 445 3 549 412 Current assets Inventories 2,3 777 729 784 176 Trade receivables 5,9 528 681 468 879 Other receivables 5,9 108 770 99 691 Cash and cash equivalents 5,8 712 348 520 900 Total current assets 2 127 529 1 873 646 TOTAL ASSETS 5 650 974 5 423 058 EQUITY AND LIABILITIES Equity Share capital 5,7 1 000 1 000 Share premium reserve 1 599 346 1 599 346 Paid in capital 1 600 346 1 600 346 Retained earnings and other reserves -253 040 -295 836 Non-controlling interests 337 156 310 899 Total equity 1 684 462 1 615 409 Non-current liabilities Pension liabilities 7,2 34 840 36 924 Bond 5.1, 5.2, 9.3 1 336 433 1 330 171 Interest bearing liabilities to financial institutions 5.1, 5.2, 9.3 1 197 799 1 145 537 Non-current lease liabilities 4,2 92 826 130 668 Deferred tax liabilities 6,1 291 306 301 450 Provisions and other liabilities 4,1 71 926 38 474 Total non-current liabilities 3 025 130 2 983 224 Current liabilities Trade payables 5.10 358 881 319 221 Income tax payable 6,1 50 357 35 098 Other payables 5.10 149 083 122 503 Dividend - 13 109 Current lease liabilities 4,2 69 795 64 093 Provisions and other liabilities 4.1, 5.1, 7.2 313 266 270 401 Total current liabilities 941 382 824 425 Total liabilities 3 966 512 3 807 649 TOTAL EQUITY AND LIABILITIES 5 650 974 5 423 058 Oslo, 29 April 2025 74 Mikael Aro Chairman of the Board Joachim Solbakken Espen Board member Hanna-Maria Heikkinen Board member
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Consolidated statement of cash flows For the years ended 31 December (NOK 1000) Cash flows from operating activities Notes 2024 2023 Operating profit 450 680 298 598 Taxes paid -76 110 -69 450 Depreciation, amortisation and impairment 3.1, 3.3, 4.2 254 708 270 287 Gain from sale of assets - -4 473 Changes in inventory 2.3 34 391 36 026 Changes in trade receivable 5.9 -55 762 110 590 Changes in trade payable 5.10 32 521 -54 117 Changes in pension scheme assets/liabilities 7.2 -2 084 16 143 Changes defined benefit plan recognised directly in equity 7.2 1 396 -15 145 Changes in other assets and liabilities 51 363 24 401 Net cash flows from operating activities 691 103 612 860 Cash flows from investing activities Proceeds from sale of tangible fixed assets and intangible assets - 7 268 Purchase of tangible fixed assets and intangible assets 3.1, 3.3 -54 535 -52 872 Acquisition of subsidiary, net of cash acquired 8,2 -53 464 - Cash flow from (purchase)/sales of shares in subsidiaries - -4 Payment of contingent consideration 4,1 -10 036 -6 173 Net cash flow from investing activities -118 035 -51 781 Cash flow from financing activities Proceeds from issuance of debt 5,2 - 40 000 Proceeds from issuance of bonds 5,2 - 1 350 000 Refinancing fee paid 5,2 - -43 326 Lease principal 4,2 -70 343 -66 676 Lease interest paid 4,2 -7 203 -6 456 Dividend paid to non controlling interest -52 437 -35 753 Interests paid -319 472 -295 211 Interests received 66 240 54 732 Repayment of interest bearing debt 5,2 -3 208 -43 684 Repayment of bonds 5,2 - -1 350 000 Net cash flow from financing activities -386 423 -396 374 Net change in c ash and cash equivalents 186 645 164 705 Cash and cash equivalents, beginning of period 520 900 327 535 Effect of change in exchange rate 4 803 28 660 Cash and cash equivalents, end of period 712 348 520 900 75
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GLX Holding AS - Group Consolidated statement of changes in equity NOK 1000 Share capital Share premium Retained earnings Currency translation differences Net investment hedge reserve Total retained earnings and other reserves Total shareholders equity Non- controlling interests Total equity Balance as of 31 December 2022 1 000 1 599 346 -243 231 55 240 -35 723 -223 715 1 376 631 332 993 1 709 624 Profit (loss) for the year -94 048 -94 048 -94 048 19 904 -74 144 Other comprehensive income -9 810 107 395 -75 658 21 927 21 927 6 863 28 790 Total comprehensive income -103 858 107 395 -75 658 -72 121 -72 121 26 767 -45 354 Dividends - -48 861 -48 861 Balance as of 31 December 2023 1 000 1 599 346 -347 089 162 635 -111 382 -295 836 1 304 510 310 899 1 615 409 Profit (loss) for the year 23 141 23 141 23 141 59 433 82 574 Other comprehensive income 1 125 64 340 -45 809 19 657 19 657 6 151 25 808 Total comprehensive income 24 267 64 340 -45 809 42 798 42 798 65 584 108 382 Dividends - -39 327 -39 327 Balance as of 31 December 2024 1 000 1 599 346 -322 822 226 975 -157 190 -253 040 1 347 306 337 156 1 684 462 76
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1.1 Corporate information GLX Holding AS was established in 2017, with the purpose to own shares in Glamox AS. On 11 of December 2017, GLX Holding AS became the parent company of Glamox AS. GLX Holding AS owns 76.17% in Glamox AS. GLX Holding AS is a holding company and have no other activities or investments than the ownership of Glamox AS. GLX Holding AS is a Norwegian company and the registered address is c/o Triton Advisors (Norway) AS, Kronprinsesse Märthas plass 1, 0161 OSLO. The ultimate parent of GLX Holding AS is Triton Fund IV, which is located at Jersey. Beneficial owner of GLX Holding AS is Tritonfund IV, located at Jersey. The Glamox Group consists of Glamox AS and its subsidiaries. It is an industrial group that develops, manufactures and distributes professional lighting solutions for the global market. The Glamox Group consists of the two segments ‘Professional Building Solutions (PBS) and ‘Marine, Offshore & Wind’ (MOW). 77
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1.2 Basis of preparation The consolidated financial statements which include Glamox AS and all its subsidiaries, have been prepared in accordance withIFRS ® Accounting Standards as adopted by The European Union (EU). Material accounting policies applied in the consolidated financial statements are described in note 10.1. The policies are applied consistently to similar transactions and to other events involving similar circumstances. The consolidated financial statements are presented in Norwegian kroner (NOK), which is also the functional currency of the parent company. All figures are rounded to the nearest thousand (000), except when otherwise specified. The report is issued by the Board of Directors on 29 April 2025 and will be approved by the Annual General Meeting in May/June 2025. 78
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1.3 Significant judgements and estimates Judgement is applied in assessing how to account for some business transactions and events.This is typically related to: Business - and product development projects which may introduce complexity to assess how to account for costs during the project. The nature of the project will give guidance to either capitalise or charge costs directly over profit and loss. Only cost related to development of products for a new application and/or with new technology are capitalised. Capitalisation is dependent of a confirmation of the projects technological and economic feasibility, usually when a development project has reached a defined milestone. Useful life of property, plant, equipment and intangible assets with effect on annual depreciations. The assessment is provided at least annually, is determined as the period over which the asset is expected to be available for use. The following areas of accounting involve a degree of estimation uncertainty and may result in variation in amounts. Estimation uncertainty in these areas are partly related to the sources of uncertainty identified above and partly related to other sources of uncertainty discussed in the individual notes. Development projects In determining the amounts to be capitalized, management makes estimates regarding the expected future cash generation of theproject, discount rates to be applied and the expected period of benefits. Details related to capitalized product development are provided in note 3.3. Property, plant and equipment Useful life of property, plant and equipment are provided in note 3.1. Warranties Provisions for warranty-related costs are recognized when the product is sold to the customer. Initial recognition is based on historical experience. The initial estimate of warranty-related costs is revised annually. Details related to warranty provisions are provided in note 4.1. Deferred tax assets Deferred tax assets are recognised when it is probable that the company will have a sufficient taxable profit in subsequent periods to utilize the tax asset. Assessment of future ability to utilize tax positions is based on estimates of the level of taxable profit, the expected timing of utilization, expected temporary differences and strategies for tax planning. Details related treatmentof taxes are provided in note 6.1. Inventory A provision for obsolence is included in the inventory when necessary. The criteria for assessing the needs and level of the provision are based on objective calculations and management estimates. Depending on the turnover rate (3 months, 6 months or 12 months) the Group has set specific obsolence rates to be used. Details are provided in note 2.3. 79
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2.1 Segment information Year ended 31 December 2024 Professional Building Solutions Marine, Offshore & Wind Unallocated Total Revenue 3 108 995 1 368 071 4 477 067 Other operating income 6 799 2 914 9 713 Total operating expenses1) 3 912 453 3 912 453 EBITA 574 326 EBITA margin 12,8 % Year ended 31 December 2023 Professional Building Solutions Marine, Offshore & Wind Unallocated Total Revenue 3 159 537 1 087 119 4 246 657 Other operating income 11 623 3 075 4 473 19 171 Total operating expenses1) 3 831 076 3 831 076 EBITA 434 753 EBITA margin 10,2 % Reconciliation of profit 2024 2023 EBITDA 705 388 568 885 Depreciation, amortisation and impairment 254 708 270 287 Operating profit/loss 450 680 298 598 1) Excluded amortisation and impairment of intangible assets Operating segments within the Glamox Group Glamox has the following operating segments: - Professional Building Solutions (PBS) - Marine Offshore & Wind (MOW) The segments offer different products, operate in strategically different markets and therefore have different sales channelsand marketing strategies, including associated risks. PBS provides products for offices, industry, health, education, retail, hotels and restaurants, primarily in Europe. Its main sales channels include direct-to-customer and wholesalers. MOW serves the global market with products for commercial marine, oil and gas (both offshore and onshore), navy, wind, cruise and ferry sectors. MOW’s customers include vessel owners, shipyards, electrical installers, engineering firms and energy companies. The performance of these segments is primarily monitored based on orders received and total revenue, while operating expensesare managed at Group level. The internal managment reporting of operating segments does not include any balance sheet items. Consequently, the overview of financial information per operating segment does not include assets and liabilites. No single customer purchase across segments in 2024 exceeded 10 % of total revenues. 80
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2.2 Revenues from contracts with customers Segment information 2024 2023 Professional Building Solutions (PBS) 3 108 995 3 159 537 Marine, Offshore & Wind (MOW) 1 368 071 1 087 119 Total revenues from contracts with customers 4 477 067 4 246 657 Geographic information PBS MOW 2024 Norway 691 637 334 160 1 025 797 Sweden 484 004 23 562 507 566 Nordic Region ex. Norway and Sweden 420 040 77 372 497 412 Germany 418 170 51 105 469 275 Europe ex. Nordic Region and Germany 1 073 661 410 848 1 484 509 Rest of the world 21 484 471 024 492 508 Total revenues from contracts with customers 3 108 995 1 368 071 4 477 067 Geographic information PBS MOW 2023 Norway 670 414 239 643 910 057 Sweden 470 575 52 917 523 492 Nordic Region ex. Norway and Sweden 361 085 51 467 412 552 Germany 469 380 52 675 522 055 Europe ex. Nordic Region and Germany 1 159 311 287 205 1 446 516 Rest of the world 28 773 403 212 431 985 Total revenues from contracts with customers 3 159 537 1 087 119 4 246 657 The geographic split is based on the location of the customer. The Group is a global provider of lighting solutions for a wide variety of applications both onshore and offshore. All significant revenue streams relate to production and sales of goods. Glamox`s main performance obligation is related to sale of goods where the performance obligations are the delivery of an agreed volume of products within the agreed specification. The accounting policies for the group`s revenue from contracts with customers are explained in note 10.1. The Group’s revenue from contracts with customer has been disaggregated and presented in the tables below: 81
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2.3 Inventories Inventories 31.12.2024 31.12.2023 Raw materials 410 306 426 621 Work in progress 80 858 71 658 Finished goods 286 566 285 896 Total inventories 777 729 784 176 Provision for obsolete inventories 2024 2023 At January 1 71 321 68 513 Currency effect 3 599 5 689 Provision used -16 423 -19 039 Provision reversed -7 715 -8 126 Additonal provision 28 787 24 285 Business combinations 4 214 - At December 31 83 783 71 321 The provision for obsolete inventories covers all inventory classifications (Raw material, Work in progress and Finished goods). The provision is primarily a consequence of the objective calculation based on stock turn at component level. Note 5.2 shows that part of the Group's inventory is pledged as security for secured liabilities. 82
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2.4 Employee benefit expenses Payroll and related costs 2024 2023 Salaries 1 142 699 1 054 967 National insurance 186 154 177 961 Pension costs 49 670 45 934 Other remuneration 43 428 52 659 Total payroll and related costs 1 421 950 1 331 521 Average number of Full Time Equivalents (FTE) 2 036 2 086 See note 7.1 for management remuneration. 83
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2,5 Other operating expenses Other operating expenses 2024 2023 Sales and marketing expenses 26 312 28 291 Energy and housing 63 884 67 262 Machines and equipment 66 386 70 321 Service fees and software 124 267 87 539 Travel and transport 49 647 43 720 Claim, replacement and insurance expenses 34 291 29 809 Other 37 624 54 133 Total other operating expenses 402 411 381 075 Auditor 2024 2023 Fee for statutory audit 6 242 8 913 Audit-related fees 139 933 Tax compliance services 646 462 Other fees 572 565 Total 7 599 10 873 Audit fee: The amounts above are excluding VAT. 84
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3.1 Property, plant and equipment Land/Buildings Machinery Fixtures and Fittings Total Acquisition cost 31.12.2022 311 373 183 936 131 289 626 599 Additions 454 17 187 6 621 24 262 Disposals -2 251 -4 408 -2 051 -8 710 Reclassifications 2 993 2 647 -5 640 -0 Currency translation effects 23 283 4 679 6 344 34 306 Acquisition cost 31.12.2023 335 852 204 042 136 563 676 456 Additions 685 25 749 6 129 32 562 Business combination - 46 405 20 017 66 421 Disposals 763 -3 114 -1 377 -3 728 Reclassifications 14 640 1 336 -15 977 - Currency translation effects 18 184 11 700 5 866 35 750 Acquisition cost 31.12.2024 370 125 286 118 151 220 807 463 Accumulated depreciation and impairment 31.12.2022 105 403 106 976 75 657 288 036 Depreciation for the year 24 629 24 490 15 498 64 616 Impairment for the year 3 065 - 303 3 368 Disposals - - - - Currency translation effects 2 181 -1 887 1 594 1 888 Accumulated depreciation and impairment 31.12.2023 135 278 129 579 93 052 357 909 Depreciation for the year 22 942 21 916 10 823 55 681 Business combination - 35 855 14 844 50 699 Disposals - - - - Currency translation effects 5 390 6 919 4 157 16 466 Accumulated depreciation and impairment 31.12.2024 163 610 194 268 122 876 480 754 Carrying amount 31.12.2023 200 575 74 462 43 511 318 548 Carrying amount 31.12.2024 206 516 91 850 28 344 326 710 Land Buildings Machinery Fixtures and Fittings Useful life Indefinite Up to 30 yrs. Up to 10 yrs. Up to 10 yrs. Depreciation plan NA Straight-line Straight-line Straight-line The Group assess, at each reporting date, whether there is an indication that property, plant and equipment may be impaired. Furthermore, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. In 2023, the Group recorded an impairment of NOK 3.4 million related to Building and Fixtures and fittings at the German production unit. No other impairments were identified in 2024 or 2023 for property, plant and equipment. 85
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3.2 Goodwill Goodwill Acquisition cost 31.12.2022 1 846 922 Currency translation effects 16 301 Acquisition cost 31.12.2023 1 863 223 Acquisitions 56 208 Currency translation effects 15 002 Acquisition cost 31.12.2024 1 934 433 Carrying amount 31.12.2023 1 863 223 Carrying amount 31.12.2024 1 934 433 Carrying amount of goodwill allocated to segments 31.12.2024 31.12.2023 Professional Building Solution (PBS) segment 1 458 685 1 446 646 Marine, Offshore & Wind (MOW) segment 475 747 416 576 1 934 433 1 863 223 PBS MOW WACC increases with more than: 10%-points 22%-points Revenue growth decreases with each year more than: 13%-points 24%-points EBITDA margin decreases with each year more than: 9%-points 15%-points Total goodwill - carrying amount The Group tests goodwill for impairment annually or more frequently if there are indicationsfor impairments. Recognized goodwill in the Group as of 31 December 2024 is NOK 1,934.4 million. The goodwill is derived from acquisition of Glamox AS in 2017 and subsequent acquisitions of Küttel in 2018, Luxonic and ES-System in 2019, LiteIP, Wasco and Luminell in 2021 and Marl in 2024. Based on continuing integration and synergies across the acquired companies goodwill are allocated to the two segments PBS and MOW for impairment testing purposes. Recoverable amounts have been determined based on value-in-use calculations for each segment. The Group performs its annual impairment test at September 30th. There were no impairment losses in 2024 or 2023. Key assumptions used in value in use calculations The historical sales growth rate in Glamox differ between the two segments, PBS and MOW. In the strategy plan the growth rates are based on published industry research with management adjustments. The growth rate applied in the impairment test is equal to therate utilized in the strategy plan. The terminal growth rate is assumed 2% in both segments in 2024 and 2023. Growth rate The historical sales growth rate in Glamox differ between the two segments, PBS and MOW. In the strategy plan the growth rates are based on published industry research with management adjustments. The growth rate applied in the impairment test is equal to therate utilised in the strategy plan. The terminal growth rate is assumed 2% in both segments in 2024 and 2023. EBITDA margin Future operating profit is dependent on a number of factors, but primarily volume growth, cost of production and operating expenses. In the impairment test, Glamox has estimated EBITDA margin based on management's experience. Discount rates The discount rates are based on the Weighted Average Cost of Capital (WACC) formula derived from the CAPM model. The discount rate is set individually for the two segments, post-tax 10.0 % for PBS (2023: 10.5 %) and post-tax 10.5 % for MOW (2023: 11.0%). Pre-tax discount rates are 12.8% (13.5%) and 13.5% (14.1%) for PBS and MOW respectively. Sensitivities The impairment tests are sensitive to several factors, such as changes in WACC, revenue growth and EBITDA margins. Below are these factors listed with margins which may result in impairment losses stand alone. Reasonably possible change in a key assumption on which management has based its determination of the unit's (group of units') recoverable amount would not cause the unit's (group of units') carrying amount to exceed its recoverable amount. 86
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3.3 Product development and other intangible assets Other Product Trademarks/ Customer intangible Development Brands relations Technology assets* Total Acquisition cost 31.12.2022 195 604 894 421 410 636 37 716 18 6 321 1 724 698 Additions 6 601 - - - 22 010 28 611 Disposals - - -5 012 -3 227 -1 8 66 -10 105 Currency translation effects 4 776 7 725 4 650 2 989 619 20 75 9 Acquisition cost 31.12.2023 206 981 902 146 410 273 37 479 20 7 084 1 763 963 Additions 4 533 - - - 17 441 21 973 Business combination - 8 629 9 959 12 699 - 31 2 87 Reclassifications - - - 534 -534 - Currency translation effects 3 808 5 403 5 714 5 597 823 21 34 4 Acquisition cost 31.12.2024 215 322 916 178 425 946 56 309 22 4 813 1 838 568 Accumulated amortisation and impairment 31.12.2022 125 432 28 818 277 165 14 409 89 245 53 5 070 Amortisation for the year 31 019 8 819 61 648 8 023 26 645 136 1 54 Disposals - - -5 012 -3 227 -1 8 66 -10 105 Currency translation effects 2 132 1 612 2 655 1 674 268 8 342 Accumulated amortisation and impairment 31.12.2023 158 583 39 249 336 456 20 879 11 4 293 669 461 Amortisation for the year 25 747 9 845 59 679 8 022 20 353 123 6 47 Currency translation effects 2 838 2 170 4 558 4 268 788 14 62 3 Accumulated amortisation and impairment 31.12.2024 187 168 51 265 400 693 33 170 13 5 434 807 731 Carrying amount 31.12.2023 48 398 862 897 73 817 16 599 92 79 1 1 094 5 01 Carrying amount 31.12.2024 28 154 864 913 25 253 23 139 89 37 9 1 030 8 36 Economic life 3-5 years 7-10 years and indefinite 5-7 years 5-7 years Up to 8 years Amortization plan Straight-line Straight-line Straight-line Straight-line Straight-line Net Capitalised development costs as of the year ended December 31, 2024 were NOK 28 153 thousand. Internal projects that results in products with a new application or new technology is capitalised given that the criteria in IAS 38 is fulfilled. The Group directly expensed NOK 66 152 thousandrelated to research and development activities in 2024 (2023: NOK 53 578 thousand). Trademark from the acquisition of Glamox and Küttel, amounting to NOK 800, 000 thousand and NOK 19,770 thousand respectively,are well incorporated brands in their markets with no plans of rebranding. Based on this, these two trademarks are assessed to be indefinite and therefore not amortized. *Other intangible assets mainly consist of capitalized software. 87
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4.1 Provisions and other liabilities Non-current provisions and other liabilities Note 31.12.2024 31.12.2023 Warranties 25 420 26 727 Other liabilities 14 842 11 748 Contingent considerations 31 665 - Total non-current provisions and other liabilities 71 926 38 474 Provision for warranties 2024 2023 At January 1 26 728 26 585 Currency effect 702 1 328 Provision used -1 672 -6 496 Provision reversed -1 457 -1 904 Additional provision 1 119 7 215 At December 31 25 420 26 728 Current provisions and other liabilities Note 31.12.2024 31.12.2023 Restructuring/Severance payment 19 005 3 894 Product claims 6 768 9 510 Sum current provisions 25 773 13 405 Prepayments from customers 59 248 35 313 Contingent considerations 18 971 19 081 Accruals for employee benefits 161 839 141 642 Pension liabilities 7,2 1 771 1 057 Other liabilities 45 664 59 903 Sum current other liabilities 287 493 256 996 Total current provisions and other liabilities 313 266 270 401 Warranties relates to product warranty obligations to customers. Standard warranty time is between 2-5 years. Restructuring/severance accruals mainly relates to consolidation of production capacity optimising resource utilisation by transferring production from Kirkenær in Norway to Wilkasy in Poland and organisational changes outlined in our Fit for Growth programme. Product claims relates to concrete warranty cases. The provision is expected to cover cost involved in rectifying received and potential claims. The contingent considerations relates to earn-out agreements from acquisitions of Luminell and Marl International. Total non-current and current contingent consideration amount to NOK 50 636 thousand, where NOK 46 373 relates to the acquisition of MARL. Earn-out for Marl International are based on certain performance measures to be achieved until 2026. In our acquisitions, earn-out agreements are structured with amounts contingent on specific conditions. In one acquisition, a disagreement has arisen over the earn-out calculation. Discussions are ongoing to resolve the matter within the contractual framework. The accrued earn-out amount represents our best estimate. Change in fair values is presented in net financial items at consolidated statement of profit and loss, see note 5.11. Other liabilities contain accrued fee and general accrued expenses. 88
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4.2 Leases Right-of-use assets Buildings Machinery Fixtures and Fittings Total Carrying amount 31.12.2022 159 976 28 120 2 827 190 923 Additions 5 959 18 219 659 24 837 Remeasurement 19 286 947 -51 20 182 Depreciations -47 235 -17 165 -1 748 -66 148 Termination - -126 -1 -127 Currency translation effects 10 866 1 967 197 13 029 Carrying amount 31.12.2023 148 852 31 961 1 883 182 697 Additions 7 874 15 912 940 24 726 Business combination 12 313 1 043 - 13 356 Impairment -7 515 - - -7 515 Remeasurement -7 737 1 153 174 -6 410 Depreciations -48 308 -18 291 -1 364 -67 964 Termination -83 -147 - -230 Currency translation effects 4 689 1 926 4 6 619 Carrying amount 31.12.2024 110 086 33 556 1 637 145 279 Amounts recognised in profit and loss 2024 2023 Depreciation from right-of-use assets1) 67 964 66 148 Interest expense from lease liabilities2) 7 203 6 456 Expenses relating to current leases and leases of low-value assets3) 2 092 2 194 Total 77 258 74 798 1) Presented as Depreciations and amortisations 2) Presented as Interest expenses 3) Presented as Other operating expenses Amounts recognised in cash flow 2024 2023 Principal portion of lease payments on lease liabilities1) 70 343 66 676 Interest portion of lease payments on lease liabilities1) 7 203 6 456 Payments relating to current leases and leases of low-value assets2) 2 092 2 194 Total payments on lease liabilities 79 637 75 325 1) Presented as cash flow from financing activities. 2) Presented as cash flow from operating activities. Lease liabilities 2024 2023 Lease liabilities, non-current 92 826 130 668 Lease liabilities, current 69 795 64 093 Maturity schedule lease liabilities - contractual undiscounted cash flows 2024 2023 0-1 years 70 322 66 408 1-3 years 76 354 110 018 4 years and later 28 148 32 649 Total undiscounted lease liabilities as of 31.12 174 823 209 076 Amounts does not include lease liabilities for current leases and leases of low-value assets. This note provides information for leases where the Group is a lessee. 89
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5.1 Financial instruments 31.12.2024 Amortised cost Fair value through profit and loss (FVTPL) Total Financial assets Trade receivables (note 5.9) 528 681 528 681 Other receivables (note 5.9) 108 770 108 770 Cash and cash equivalents (note 5.8) 712 348 712 348 Total financial assets 1 349 800 - 1 349 800 31.12.2024 Total Financial Liabilities Bond 1 336 433 1 336 433 Interest bearing liabilities to financial institutions (note 5.2) 1 197 799 1 197 799 Lease liabilities (non-current and current, note 4.2) 162 621 162 621 Trade payables (note 5.10) 358 881 358 881 Other payables (note 5.10) 149 083 149 083 Contingent considerations (note 4.1) 50 636 50 636 Total financial liabilities 3 204 817 50 636 3 255 453 31.12.2023 Amortised cost Fair value through profit and loss (FVTPL) Total Financial assets Trade receivables (note 5.9) 468 879 468 879 Other receivables (note 5.9) 99 691 99 691 Cash and cash equivalents (note 5.8) 520 900 520 900 Total financial assets 1 089 470 - 1 089 470 31.12.2023 Total Financial Liabilities Bond 1 330 171 1 330 171 Interest bearing liabilities to financial institutions (note 5.2) 1 145 537 1 145 537 Lease liabilities (non-current and current, note 4.2) 194 760 194 760 Trade payables (note 5.10) 319 221 319 221 Other payables (note 5.10) 122 503 122 503 Contingent considerations (note 4.1) 19 081 19 081 Total financial liabilities 3 112 193 19 081 3 131 274 The Group has the following financial instruments: Financial assets/liabilities at amortised cost: Financial assets: Trade receivables, other current receivables (notes: 5.9) and cash and cash equivalents (note 5.8) Financial liabilities: Includes most of the Group’s financial liabilities including debt to credit institutions, trade payables and other current and non-current financial liabilities (notes: 5.2 and 5.10). Financial assets/liabilities at fair value through profit and loss (FVTPL): Contingent considerations Hedging The Group applies hedge accounting related to its hedges of net investments in foreign subsidiaries. Loans and bank overdrafts in the same currency as the underlying investments are designated as hedging instruments. As of 31 December 2024 NOK 792 millions of the interest bearing liabilities have been designated as hedging instrument (2023: NOK 749 millions). In the Group accounts, the underlying currency effects related to the hedging instruments are presented in other comprehensive income, to the extent that the hedging relationship is effective. At the end of the period, the hedging relationship is effective. For further information, see note 5.5 and 10.1. The table below shows the various financial assets and liabilities, grouped in the different categories of financial instruments according to IFRS 9. 90
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5.2 Interest bearing liabilities Non-current Interest bearing loans and borrowings Company Interest rate Maturity 31.12.2024 31.12.2023 Callable Open Bond GLX Holding AS NIBOR + margin 2027 1 350 000 1 350 000 Revolving facility - utilised amount (NOK) Glamox AS NIBOR + margin 2026 410 500 410 500 Revolving facility - utilised amount (EUR) Glamox AS EURIBOR + margin 2026 377 440 359 696 Revolving facility - utilised amount (PLN) Glamox AS WIBOR + margin 2026 414 141 388 804 Arrangement fees -20 872 -33 292 CBILS MARL International Ltd. SONIA + margin 2026 3 023 - Total non-current interest bearing loans and borrowings 2 534 232 2 475 708 Change of current Interest bearing loans and borrowings 2024 2023 Opening balance 2 475 708 2 431 718 Issue of new bonds - 1 350 000 Repayment of bonds - -1 350 000 Increase of utilised amount (Revolving facility) - 40 000 Business combinations 6 231 - Repayment -3 208 -43 684 Arrangement fee paid - -43 326 Amortisation of arrangement fee 12 420 15 969 Effect of changes in foreign exchange rates 43 081 75 032 Closing balance 2 534 232 2 475 708 Callable Open Bond GLX Holding AS issued a senior secured sustainability linked bond on 23 February 2023. The initial issued amount is NOK 1,350million and the maximum issued am ount of the bond is NOK 2,000 million. The initial nominal amount on each bond is NOK 0.5 million. The bond has an interest margin of 6.75% per a nnum. The interest payment is in February, May, August and December. The maturity date is 23.02.2027. The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100% of the Nominal Amount. An arrangement fee of NOK 13.6 million related to the refinancing, is booked against the bond. The arrangement fee is expensed over the availability period of the facility. Callable Open Bond - Incurrence test: The "Incurrence Test" is met if (I) no Event of Default is continuing or would result from the relevant event and (II) the Leverage Ratio falls below a ce rtain threshold. Bond - assets pledged as security The shares in both GLX Holding AS and Glamox AS is pledged as security for the Bond. 91
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Revolving facility - assets pledged as security and guarantee liabilities 31.12.2024 31.12.2023 Secured balance sheet liabilities: Interest bearing liabilities to financial institutions 2 531 209 2 475 708 Secured pension liability 12 050 11 341 Balance sheet value of assets pledged as security for secured liabilities: Land, buildings and other property 13 738 14 732 Machinery and plant 34 317 34 354 Fixtures and fittings, tools, office equipment etc. 6 034 6 636 Inventories 185 021 224 007 Trade receivable 442 309 313 614 Total 681 420 593 342 Revolving facility Glamox holds a multi-currency revolving facility (sustainability-linked financing framework). The multi-currency revolving facility has a credit limit of NOK 1,400m. An arrangement fee of NOK 7.3 million related to the refinancing is booked against the debt. The arrangement fee is expensed over the availability period of the facility. Revolving facility - Covenant requirements: Glamox' loan agreements includes the following financial covenants requirements on Glamox Group level: - Equity ratio minimum 15% until Q3 2024, 17.5% until Q3 2025 and 20% onwards. - Leverage ratio, net interest bearing debt (NIBD)/EBITDA Adjusted (Last Twelve Months), less than 4.0. There have been no breaches of covenants in 2024 or 2023. Leverage ratio end of 2024 is 0.9 (2023: 1.4) and equity ratio end of 2024 is 25% (2023: 22%). Calculation is based on Glamox Group figures in accordance with Revolving facility agreement. 92
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5.3 Maturity analysis of financial liabilities 31.12.2024 Callable Open Bond* 154 278 1 542 375 - 1 696 653 Interest bearing liabilities to financial institutions (note 5.2)* 94 093 1 256 582 1 350 675 Lease liabilities (non-current and current, note 4.2)* 70 322 76 354 28 148 174 823 Trade payables (note 5.10) 358 881 358 881 Other payables (note 5.10) 149 083 149 083 Contingent considerations (note 4.1) 18 971 31 665 50 636 Total financial liabilities 845 628 2 906 975 28 148 3 780 750 31.12.2023 Callable Open Bond* 155 115 310 230 1 372 836 1 838 181 Interest bearing liabilities to financial institutions (note 5.2)* 91 220 1 303 432 1 394 653 Lease liabilities (non-current and current, note 4.2)* 66 408 110 018 32 649 209 076 Trade payables (note 5.10) 319 221 319 221 Other payables (note 5.10) 122 503 122 503 Contingent considerations (note 4.1) 17 464 1 617 19 081 Total financial liabilities 771 933 1 725 298 1 405 486 3 902 716 Total Less than 12 months 1 to 3 years Over 3 years Total Less than 12 months 1 to 3 years Over 3 years * Figures included estimated interest payable. 93
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5.4 Fair value measurement Carrying amount at Date of valuation Carrying amount Fair value Level 1 Level 2 Level 3 Liabilities measured/disclosed at fair value Interest-bearing loans and borrowings 31.12.2024 31.12.2024 1 197 799 1 197 799 x Interest-bearing loans and borrowings 31.12.2023 31.12.2023 1 145 537 1 145 537 x Callable Open Bond 31.12.2024 31.12.2024 1 336 433 1 397 250 x Callable Open Bond 31.12.2023 31.12.2023 1 330 171 1 395 563 x Contingent consideration 31.12.2024 31.12.2024 50 636 50 636 x Contingent consideration 31.12.2023 31.12.2023 19 081 19 081 x An arrangement fee of NOK 13.6 million related to the Callable Open Bond, is booked against the bond. Interest-bearing liabilities also includes arrangement fees of NOK 7.3 million related to the revolving credit facility, which is booked against the liabilities. The arrangement fees are expensed over the availability period of the facility. The table below discloses information about all financial instruments that are either measured at fair value or where information about fair value is disclosed. There were no transfers between the levels during 2024 and 2023. For related accounting policies, reference is made to note 10.1. Fair value of financial instruments Management assessed that the fair values of cash and short-term deposits, trade receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in acurrent transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values: The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Forward contracts are valued using valuation techniques, which employ the use of market observable inputs. The most frequently applied valuation techniques include forward pricing models using present value calculations (hierarchy level 2). The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies and currency basisspreads between the respective currencies. All derivative contracts are fully cash collateralised, thereby eliminating both counterparty risk andthe Group's own non- performance risk. The changes in counterparty credit risk had no material effect on the measurement of financial instruments recognized at fair value. The Group applies input from its respective bank relations in performing the fair value calculations. The fair value of the Group's interest-bearing liability is assessed to be in all material aspects similar to carrying amount. Fair value of the Callable Open Bond is calculated by using the Oslo Stock Exchange trading price at year-end and excludes carrying amount of arrangement fees. 94
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5.5 Financial risk management Interest rate sensitivity 31.12.2024 31.12.2023 Currency (in currency million) 31.12.2024 31.12.2023 31.12.2024 31.12.2023 EUR/DKK 36,3 26,7 39,5 28,2 SEK 79,9 79,1 60,5 80,8 GBP 23,2 15,8 19,8 15,1 CHF 11,3 13,4 12,7 13,0 PLN 167,6 195,9 141,6 182,3 SGD 3,8 3,9 3,6 3,8 CAD 7,1 5,6 6,2 5,4 USD/CNY 7,2 5,7 6,7 5,1 Net debt and bank overdraft/deposits in foreign currencyEquity in foreign subsidiaries Increase / decrease in basis points Effect on profit before tax +/- 100 - 20.0 mNOK / +20.0 mNOK +/- 100 - 18.6 mNOK / +18.6 mNOK The Group is exposed to a range of risks affecting its financial performance, currency risk, interest rate risk, liquidity risk and credit risk. The Group seeks to minimise potential adverse effects of such risks through sound business practices, risk management and use of financial instruments. Risk management is carried out by senior management under policies approved by the Board of Directors. Interest rate risk The Group aims to follow the general long-term development in the money market interest levels. The effects of short-term fluctuations in money market interest levels can be reduced by managing the loan portfolio's average interest and the timing of the interest payments. The main part of the deposit is organised in a Multi Currency Cash pool. The interest-bearing liability relates to a Revolving Credit Facility (RCF). As of 31.12.2024 NOK 410.5 millions, EUR 32.0 millions and PLN 150.1 millions of the RCF is utilised. The interest of the utilised amount of the RCF is payable at a rate of NIBOR/EURIBOR/WIBOR plus a margin, dependent on Glamox's NIBD/EBITDA ratio. The following table demonstrates the sensitivity to a possible change in interest rates, with all other variables held constant,on the Group's profit before tax: Hedging instrument consist of drawdown of Revolving Credit Facility (RCF) of EUR 32.0 million and PLN 150.1 million as well as bank accounts for Glamox AS in the multi-currency facility. Net gain/loss on hedgings instruments in 2024 amounts to NOK -77.2 millions (2023: NOK -132.9 millions), of which the effective portion of the hedge of NOK -77.1 millions (2023: NOK -127.4 millions) are presented in other comprehensive income. Without the hedge of the net investment in foreign subsidiaries, a 10% weakening/strengthening in the value of NOK would haveincreased/decreased equity by NOK 161.5 million as of 31 December 2024, where equity in EUR represents NOK 41.5 million of this increase/decrease. Such changes in value would have limited impact on consolidated statement of Profit and Loss, as they are mainly booked as translation differences against equity. Foreign currency risk The Group is exposed to transaction risk by purchasing and selling in different currencies. Purchase and production expenses are mainlyin NOK, SEK, EUR, GBP and PLN, with sales mainly in NOK, EUR, SEK, DKK, GBP, SGD, CAD, CHF, PLN and USD.Glamox aims to minimise the risk of changes in the value of net cash flows arising from the short-term fluctuations in exchange rates. Transaction risk is controlled by means of internal invoicing rules, matching of income and expenses in the same currency and by using financial instruments (forward contracts). As of 31 December 2024, the Group holds no forward currency contracts. The Group is exposed to currency changes related to carrying amounts of equity in foreign subsidiaries. Changes in the value of equity of foreign subsidiaries are offset/hedged by loans and overdrafts in the same currency. The following tables demonstrates the Group's total exposure to foreign currency risk related to its net debt and equity in foreign subsidiaries: 95
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Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Volatile commodity prices and exchange rates as well as fluctuating business volumes and inventory levels in Glamox's operations can have a substantial effect on the Group's cash positions and borrowing requirements. The Group strives to decrease liquidity risk by focusing on profitable growth, lean levels of working capital and a satisfactory long-term leverage. To fund cash deficits of a more permanent nature the Group has loans both in the bond market and by bank loans and -overdrafts. Hence, liquidity risk is affected by interest levels, payments of installments and the Group's ability to refinance existing loans. See note 5.3 for an overview of the maturity profile on the Group' financial liabilities and an overview about available credit lines, and note 5.8 for liquidity reserve. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group trades only with recognised, creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures, which include an assessment of their credit rating, short-term liquidity and financial position. The Group obtains sufficient collateral (where appropriate) from customers as a means of mitigating the risk of financial loss from defaults. In addition, receivablebalances are monitored on an ongoing basis, with the result that the Group's exposure to bad debts is not significant. Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit or other forms of credit insurance. See note 5.9 for comments regarding trade receivables ageing. With respect to credit risk arising from the other financial assets of the Group, which comprise cash and derivative financial assets, the Group's exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. The Group limits its counterparty credit risk on these assets by dealing only with financial institutions with credit ratings of at least A or equivalent. 96
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5.6 Capital management 31.12.2024 31.12.2023 Callable Open Bond 1 350 000 1 350 000 Interest bearing liabilities to financial institutions (non-current and current) 1 205 104 1 159 000 Lease liabilities (non-current and current) 162 621 194 760 Less: cash and bank deposit excl. restricted cash -686 220 -489 509 Net-interest bearing debt/(deposit) 2 031 505 2 214 251 Net-interest bearing debt excludes arrangement fees of NOK 20.9 million in 2024 (2023: NOK 33.3 million). Total Assets 5 650 974 5 423 058 Total Equity 1 684 462 1 615 409 Equity ratio 30 % 30 % For the purpose of the Group's capital management, capital includes issued capital and all other equity reserves attributableto the equity holders of the parent. The primary objective of GLX Holding's capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirementsof the financial covenants. Reference is made to note 5.2 for disclosed information regarding interest bearing liabilities and financial covenants. 97
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5.7 Equity and shareholders Share capital in GLX Holding AS at 31.12.2024 Number Nominal Value Balance Sheet Shares NOK 1 000 1 000 1 000 000 Total NOK 1 000 1 000 1 000 000 All shares have the same voting rights. Reconciliation of equity is shown in the statement of changes in equity. There have been no changes in the number of shares in 2016 or 2015. Holders of these shares are entitled to dividend and to one vote per share at general meetings of the Company. There have been no changes in the number of shares in 2024 or 2023. GLX Holding AS is a 100% owned subsidiary of Glace Holdco AS. There has been no distribution of dividend during 2024 or 2023. 98
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5.8 Cash and cash equivalents Cash and cash equivalents 31.12.2024 31.12.2023 Bank deposits, unrestricted 686 220 489 509 Bank deposit, restricted 26 129 31 391 Total cash and cash equivalents 712 348 520 900 Liquidity reserve 852 258 727 209 The liquidity reserve is the total overdraft and revolving facilities of all Group companies, minus all utilised overdraft and revolving facilities, and added all cash on hand and deposits. The liquidity reserve for the Group is organised in a revolving facility and a Multi- Currency Cash pool. In addition, GLX Holding AS has bank deposit. The bond may be extended by additional NOK 650 million. This is not included in the liquidity reserve. Legally, Glamox AS is the counter party towards the Bank regarding the Multi Currency Cash pool within the Group. The net position of the cash pool is presented as cash and cash equivalents. 99
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5.9 Trade and other receivables Trade and other receivables 31.12.2024 31.12.2023 Trade receivables Trade receivables 528 681 468 879 Total trade receivables 528 681 468 879 Provision for impairment of trade receivables 2024 2023 At January 1 19 101 23 527 Currency effect 802 1 842 This year's loss -7 042 -10 671 Payments received against previous losses 540 -616 Business combinations 55 - Provision this year 2 385 5 019 At December 31 15 842 19 101 Ageing analysis of trade receivables Total < 30 days 31-60 days 61-90 days > 90 days 2024 528 681 364 465 109 671 26 640 15 271 12 635 2023 468 879 344 601 87 471 14 096 6 086 16 625 Other receivables 31.12.2024 31.12.2023 Prepaid other expenses 41 871 42 195 Prepaid VAT 27 337 23 951 Prepaid tax 21 373 19 279 Other 18 189 14 266 Total other receivables 108 770 99 691 Not past due Past due As at 31 December the ageing analysis of trade receivables is, as follows: For details regarding the Group's procedures on managing credit risk, reference is made to note 5.5. 100
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5.10 Trade and other payables Trade and other payables 31.12.2024 31.12.2023 Trade payables Trade payables 358 881 319 221 Total trade payables 358 881 319 221 Other payables Public duties payables 149 083 122 503 Total other payables 149 083 122 503 For trade and other payables ageing analysis, refererence is made to note 5.3. For trade and other payables ageing analysis, reference is made to note 5.3. 101
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5.11 Financial income and expenses Financial income and expenses 2024 2023 Financial income Net currency gain 2 891 - Interest income 66 240 54 119 Contingent consideration 5 240 - Other financial income 19 543 Total financial income 74 391 54 663 Financial expenses Net currency loss - 3 753 Interest expenses* 335 760 322 281 Contingent consideration - 8 632 Other financial expenses 14 685 14 014 Financial expenses 350 445 348 680 * Interest expenses include interest on lease liabilities. The Group applies hedge accounting on net investments in foreign subsidiaries. Loans and bank overdrafts are applied as hedging instruments (see note 5.1). Currency effects from hedging instruments are presented in other comprehensive income, to the extent that thehedging is effective. In 2024, contingent considerations consist of NOK 5.2 million in financial income related to the acquisition of Wasco and LiteIP. In 2023, contingent considerations consist of NOK 8.6 million in financial expense related to the acquisition of Wasco, LiteIP and Luminell. 102
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6.1 Taxes 2024 2023 Income tax expense: Tax payable 111 558 102 703 Change deferred tax/deferred tax assets -18 335 -22 566 Tax related to previous years -1 172 -1 413 Total income tax expense 92 051 78 725 Income tax and deferred tax related to items recognised in OCI during the year: Tax effect of net gain/loss on hedge of foreign subsidiaries -16 964 -28 017 Tax effect on remeasurements on defined benefit plans -81 -2 266 Income tax and deferred tax charged to OCI -17 045 -30 283 Total income tax expenses for the year on Group level: Norwegian companies 17 028 8 537 Foreign companies 75 023 70 188 Total income tax expenses for the year 92 051 78 725 31.12.2024 31.12.2023 Current tax liabilities consist of: Income tax payable for the year as above 111 558 102 703 - adjusted for tax effect of net gain/loss on hedge of foreign subsidiaries -16 964 -28 017 - of which paid in fiscal year -57 043 -56 787 - payment of withholding tax -2 397 -2 079 - tax provision related to previous years -6 170 0 Current tax liabilities 31.12 28 984 15 820 - Of which classified as other receivables (prepaid tax - note 5.9) -21 373 -19 279 - Of which classified as income tax payable 50 357 35 099 Deferred tax liabilities (assets): 31.12.2024 31.12.2023 Property, plant and equipment -22 804 7 197 Intangible assets 932 748 989 211 Other current assets -37 003 -36 302 Liabilities -32 942 -39 759 Net pension reserves/commitments -39 805 -34 393 Losses carried forward (including tax credit) -732 191 -631 129 Untaxed profit1) 368 852 359 677 Restricted interest deduction carried forward -641 112 -522 674 Basis for deferred tax liabilities (assets): -204 256 91 828 Calculated deferred tax assets 2) 340 501 294 520 - Deferred tax assets not recognised 2) -264 618 -214 753 Net deferred tax assets recognised in balance sheet 75 882 79 767 Deferred tax liabilities recognised in balance sheet 291 306 301 450 Change deferred tax/deferred tax assets in balance sheet -6 259 -17 707 Deferred tax charged to OCI 81 2 266 Business combinations -9 413 - Currency effects -2 746 -7 125 Change deferred tax/deferred tax assets in current income tax expense -18 335 -22 566 Reconciliation of income tax expense 2024 2023 Profit/loss before taxes 174 626 4 581 Tax expense (Norway tax rate) 38 418 1 008 Permanent differences 3 436 13 331 Effect of deferred tax asset not recognised 52 939 67 609 Tax related to previous years -1 172 -1 413 Effects of foreign tax rates -1 677 -3 925 Other taxes 107 2 114 92 051 78 725 Effective tax rate 53 % 1719 % Recognised income tax expense The Group's operations are subject to income tax in various foreign jurisdictions. The statutory income tax rates vary from 14% to 31%, which results in a difference between the statutory income tax rate in Norway and the average tax rate applicable to the Group. A reconciliation of the differences between the theoretical tax expense under the rate applicable in Norway and the actual tax expense is 1) Untaxed profit relates to profit in the Estonian subsidiary, that is taxed when future dividend is distributed. In Group account s, taxes are booked as deferred tax liability based on profit generated in the Estonian subsidiary. 2) 2023 has been updated to include interest carry-forward in the Glamox group. 103
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7.1 Management remuneration 2024 Salary Performance- related bonus paid Pension Other remuneration Astrid Simonsen Joos - CEO* 7 008 3 673 736 394 Other members of Group Management 18 372 3 012 1 510 640 *currency conversion from DKK to NOK at average rate 1.55 2023 Salary Performance- related bonus paid Pension Other remuneration Astrid Simonsen Joos - CEO* 6 647 1 578 665 388 Other members of Group Management 15 768 3 576 1 627 513 *currency conversion from DKK to NOK at average rate 1.52 Shareholdings Group management Shares Astrid Simonsen Joos 400 284 Hawkvalley Invest AS (Geir Haukedal) 275 386 Knut S Rusten 225 156 Meelis Peterson 175 487 Berga Invest AS (Viktor Söderberg) 165 231 Litore AS (Tommy Stranden) 89 051 Helmy Holding AS (Natalie Wintermark) 68 953 Nina A Hol 58 467 Ulvetid AS (Terje Løken) 56 664 Board members Aromi Invest Oy (Mikael Aro)* 435 254 Ownvineyard Oy (Hanna-Maria Heikkinen) 15 870 *Aromi Invest Oy owns additional 35 436 B-shares and 771 124 D-shares in Glace HoldCo AS. Group CEO remuneration conditions include payment to a pension scheme amounting to 10% of the base salary and a performance bonus with maximum payment amounting to 75% of the base salary in accordance with the Company's bonus scheme for top management in place from time to time. The notice period is 6 months if the CEO decides to resign and 12 months if Glamox terminates the employment contract. TheCEO is entitled to a 12 months base salary as severance payment in the event of termination of the employment by the company. Remuneration to the CEO is paid in Danish kroner (DKK). A temporary loan of NOK 1.2 million was granted to the CEO in November 2024 and fully repaid in December 2024. Interest was calculated on market terms and covered by Glamox AS. No other loans or pledges have been provided to the board members orsenior management of the Group. Other members of Group Management consist of Geir Haukedal, Nina Hol, Meelis Peterson, Knut Rusten, Tommy Stranden, Viktor Söderberg, Natalie Wintermark and Terje Løken (from February). Other members of Group Management consist of Geir Haukedal, Nina Hol (from March), Meelis Peterson, Knut Rusten, Tommy Stranden (from November), Viktor Söderberg, Natalie Wintermark (from April), Monica Bårdseth (until May) and Håkon Helmersen (until October). Management and board members of Glamox AS owns shares in GLX MipCo AS which indirectly owns Glamox AS through Glace HoldCo ASand GLX Holding AS. GLX MipCo AS has issued 4 million shares in total and owns 10% of the A-shares in Glace Holdco AS. Glace Holdco AS owns 76.17% of Glamox AS indirectly through GLX Holding AS. Glamox group management's and Board members' holding of shares in GLX MipCo AS per 31.12.2024: GLX Holding AS GLX Holding AS has no employees. The Board of GLX Holding AS has proposed a remuneration of NOK 50 thousand to board member, Hanna-Maria Heikkinen, for the twelve-month period ending at the General meeting in 2025. The Board members are not subject to agreements for severance pay, bonuses or profit-sharing. 104
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7.2 Post-employment benefits Components of defined benefit cost in profit and loss 2024 2023 Net Service Cost 6 399 4 981 Prior Service Cost -997 - Interest cost including tax 2 300 2 941 Interest income -1 117 -2 023 Administration expenses 153 159 Defined benefit cost recognised in profit and loss 6 738 6 059 Changes in pension plan assets during the year Pension plan assets (fair value) 1.1 91 077 87 261 Contributions and benefits paid during the year -9 951 -10 510 Interest income 1 311 2 023 Administration expenses -153 -159 Return on assets excl. interest income 1 498 1 898 Currency translation 2 584 10 565 Pension plan assets (fair value) 31.12 86 367 91 077 Changes in the present value of pension obligations during the year Pension obligations 1.1 129 058 109 175 Net service cost 6 399 4 981 Contributions and benefits paid during the year -16 646 -16 693 Interest cost including tax 2 494 2 941 Actuarial gains and losses -1 189 17 043 Currency translation 3 623 11 610 Pension obligations 31.12 122 742 129 058 Net pension obligations 31.12 36 375 37 981 Reconciliation of net defined benefit liability/(asset) Net defined liability/(asset) , 1.1 37 981 21 914 Defined benefit cost recognised in P&L 6 738 6 059 Defined benefit cost recognised in OCI -2 687 15 145 Contributions and benefits paid during the year -6 695 -6 183 Currency translation 1 039 1 045 Net defined liability/(asset), 31.12 36 375 37 981 Glamox AS is legally obliged to have occupational pension arrangements under the Norwegian Mandatory Occupational Pension Act. The Norwegian pension arrangements satisfy the requirements of this act. Defined contribution plan The majority of the Group's employees are covered by defined contribution pension schemes. Contributions to these schemes are recognised asa pension expense as they occur. Total costs related to the Groups contribution plans were NOK 42.5 million in 2024 (2023: NOK 39.9 million). Defined benefit pension plan The Group also has defined benefit pension plans in Glamox AS and in four subsidiaries of Glamox AS. The defined benefit plans in Glamox AG, Glamox AS and Glamox Sp. z o.o. with subsidiaries accounts for approximately 90% of the net liability in the Group. The remaining 10 % of the net liability consist of several minor defined benefit pension plans in other subsidiaries. On Group level, total net pension liabilities were NOK 36.4 million (net of the pension liability of NOK 122.7 million and pension plan assets of NOK 86.4 million) as at 31 December 2024. As of 31.12.2023 total net pension liabilities were NOK 38.0 million (net of the pension liability of NOK 129.1 million and pension plan assets of NOK 91.1 million). Actuarial gains/losses recognised in the net pension liabilities amounted to NOK -2.7 million in 2024 (2023: NOK 15.1 million). Risks related to defined benefit plans The defined benefit plans expose the company to various demographic and economic risks, such as longevity, investment, currency and interest rate risks and in some cases, inflation risk. 105
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Glamox AG Financial conditions: 2024 2023 Mortality table BVG 2020GT BVG 2020GT Discount rate 1,00 % 1,50 % Expected return on plan assets 2,00 % 1,25 % Salary increase 1,50 % 1,10 % Pension increase 0,00 % 0,00 % Sensitivity analysis of pension obligations Change (NOK 1000) Change % DBO end of period discount rate + 0.25% -2 848 -3 % DBO end of period discount rate - 0.25% 3 076 4 % DBO end of period salary increase + 0.25% 794 1 % DBO end of period salary increase - 0.25% -759 -1 % Pension obligation per 31.12.2024 is NOK 81.9 million. Currency rate (CHF/NOK) as of 31.12.2024 have been used in the sensitivity analysis. Expected future contributions NOK 1000 Expected employer contributions next year 2 146 Expected employee contributions next year 2 146 Expected benefits payments next year 3 577 Currency rate (CHF/NOK) as of 31.12.2024 have been used to calculate expected future contributions and benefit payments. Glamox Sp. z o.o. with subsidiaries Financial conditions: 2024 2023 Mortality table PTTZ 2023 wg GUS PTTZ 2022 wg GUS Discount rate 5,6 % 5,1 % Expected return on plan assets n/a n/a Salary increase 5.0 - 6.5% 5.0 - 12.0% Pension increase n/a n/a Sensitivity analysis of pension obligations Change (NOK 1000) Change % DBO end of period discount rate + 0.25% -369 -3 % DBO end of period discount rate - 0.25% 392 3 % DBO end of period salary increase + 0.25% 805 7 % DBO end of period salary increase - 0.25% -725 -6 % Pension obligation per 31.12.2024 is NOK 12.1 million. Currency rate (PLN/NOK) as of 31.12.2024 have been used in the sensitivity analysis. Glamox AS Financial conditions: 2024 2023 Mortality table K2013 K2013 Discount rate 3,90 % 3,10 % Expected return on plan assets 3,90 % 3,10 % Salary increase 4,00 % 3,50 % Pension increase 3,75 % 3,25 % The net pension liabilities consists of a defined benefit plan for 43 employees. The pension plan are organized as "contribution-based" schemes as per Art. 15 of the Swiss Federal Law on Vesting in Pension Plans. Under these plan arrangements, retirement benefits of active participants accrue over a notional account as the sum of retirement credits (retirement credit rate multiplied with pensionable salary) and interests. Average age of the participants in the pension plan was 40.65 as of 31 December, 2024. The pension liability in Poland consists of retirements benefit, disability benefit and death benefit. Disability benefit anddeath benefit make up approximately 15 % of the pension liability, while 85 % relates to retirement benefit. The long-term annual salary growth rate was assumed to be 6.5% in year 2025 and 5% following years. When determining the pension liability, the probability of obtaining additional benefit entitlements was taken into account. The probability of achieving rights to severance pay and death severance pay is understood as the probability of invalidity and death of an employee before reaching retirement age, provided that they remain in an employment relationship with their current employer.Retirement age means the age of 60 for women and 65 for men. Glamox AS has defined benefit plans for two former employees and for some employees who have not been transferred from a previously defined benefit plan when this was closed and replaced by a defined contribution plan. 106
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8.1 Group companies Name of company Office CUR Share Capital Glamox Group's voting ownership share Glamox A/S Denmark DKK 4 900 100.0% Glamox AB Sweden SEK 600 100.0% Glamox Oy Finland EUR 100 100.0% GSU (Borehamwood) Ltd. England GBP 4 100.0% Glamox Ireland Ltd. Ireland EUR 169 100.0% Glamox GmbH Germany EUR 683 100.0% 4) Wasco GmbH Germany EUR 26 100.0% AS Glamox Estonia EUR 166 100.0% Glamox Marine and Offshore GmbH Germany EUR 5 626 100.0% Glamox B.V. The Netherlands EUR 18 100.0% Glamox Aqua Signal Corporation USA USD 100 100.0% Glamox Inc. Canada CAD 2 208 100.0% Glamox Pte Ltd. Singapore SGD 4 000 100.0% 3) Glamox (Suzhou) Lighting Co. Ltd China CNY 20 388 100.0% Glamox (Suzhou) Trading Co. Ltd China CNY 1 500 100.0% Glamox Co. Ltd. South Korea KRW 775 020 100.0% Glamox Brasil Iluminacao LTDA Brazil BRL 50 100.0% 1) Birger Hatlebakks veg 15 AS Norway NOK 100 100.0% Glamox AG Switzerland CHF 200 100.0% Glamox Ltd. England GBP 59 100.0% LiteIP Ltd. England GBP 0 100.0% Glamox Sp. z o.o. Poland PLN 65 000 100.0% Glamox Wilkasy Sp. z o.o. Poland PLN 45 000 100.0% Glamox NT Sp. z o.o. Poland PLN 24 050 100.0% Luminell Sweden AB Sweden SEK 114 100.0% 2) MARL International Holdings Ltd England GBP 63 100.0% 5) MARL International Ltd England GBP 93 100.0% 5) GLX Holding AS owns 76.17% of the shares in Glamox AS, this also equals the voting share. The head office of Glamox is in Norway. Share capital of Glamox AS is NOK 66 million. Carrying amount of Glamox shares in the GLX Holding AS accounts is NOK 2,735.3 million. Glamox AS is the parent company in Glamox Group consisting of 28 companies. All are directly and/or indirectly 100 % owned. Glamox AS has the following subsidiaries as of 31 December 2024: 1) Glamox Brasil Iluminacao LTDA owns 1 share of totally 50 000 shares, corresponding to non-controlling interest of 0.002%. 2) In 2024, Luminell Norway AS and Luminell Group AS was merged with Glamox AS. Luminell Sweden AB, a former subsidiary of Luminell Norway AS is now a fully owned subsidiary of Glamox AS. 3) In 2024, Glamox Pte Ltd. had a capital decrease of NOK 15.8 million. 4) In 2024, there was a capital increase in Glamox Gmbh of NOK 67.3 million. 5) In 2024, Glamox AS acquired 100% of the shares in Marl International Holdings Ltd., which fully owns Marl International Ltd. The acquisition was completed on August 13, 2024. The carrying amount of NOK 108.9 million consist of the cash payment and estimated earn-out. 107
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8.2 Business combinations MARL International Preliminary Purchase Price Allocation All figures in tNOK Carrying amount Fair value Adj. Fair value Assets Goodwill 55 994 55 994 Other intangible assets 31 168 31 168 Tangible assets 15 948 15 948 Inventories 27 944 27 944 Receivables 8 950 8 950 Cash and cash equivalents 9 282 9 282 Total assets 62 124 87 162 149 287 Liabilities Long term liabilities 5 847 5 847 Deferred tax 1 621 7 792 9 413 Current liabilities 27 219 27 219 Total liabilities 34 686 7 792 42 478 Total identifiable net assets at fair value 27 438 79 370 106 808 Purchase consideration: Cash consideration paid 62 746 Contingent consideration liability 44 063 Total consideration for the shares 106 808 Net cash flow: Cash consideration paid 62 746 Cash acquired 9 282 Net cash flow from acquisition 53 464 Glamox AS acquired 100% of the shares in MARL International Holdings Ltd, which fully owns MARL International Ltd. The acquisition was completed on August 13, 2024, and has been consolidated into the Group’s financial statements as of that date. MARL International was established in 1973 and is based in United Kingdom. MARLInternational brings over 50 years of expertise in LED technology, design and manufacturing of electronic systems. The total purchase consideration was NOK 106.8 million, consisting of cash consideration paid of NOK 62.8 million and contingent consideration of NOK 44.0 million. The contingent consideration relates to future financial key figures. The acquisition cost is allocated to identifiable assets and liabilities at fair value on the acquisition date. The excess amount is recognised as Goodwill. The below table illustrates the fair values of the identifiable assets and liabilities at acquisition. The acquired goodwill is assumed to mainly relate to positive market development, possibilities for efficiency improvements and opportunities related to strategic growth. Other intangible assets consist of trademark, customer relationships and product design. If the acquisition of MARL International had occurred 1 January 2024, revenues in 2024 for the Glamox Group would have been approximately GBP 4.3 million (NOK 57.8 million) higher and operating profit would have been approximately GBP 0.6 million (NOK 8.2 million) higher. 108
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9.1 Earnings per share 2024 2023 Attribution of profit for the year Total profit for the year attributable to equity holders of the parent 23 141 -94 048 Total profit/loss for the year attributable to equity holders of the parent for basic earnings 23 141 -94 048 Earnings per ordinary share attributable to shareholders: Weighted average number of ordinary shares outstanding used for calculation: 1 000 1 000 Earnings per share in thousand (basic and diluted) 23,1 -94,0 9.2 Related party transactions 9.3 Events after the reporting period Basic earnings per share (EPS) is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. GLX Holding AS does not have any dilutive effects at the earnings per share calculations. Related parties are Group companies, major shareholders, Board and senior management in the parent company and the Group subsidiaries. The agreements on remuneration for the CEO and Group management appear in note 7.1 All transactions within the Group or with other related parties are based on the principle of arm's length. A temporary loan was granted to the CEO in November 2024 and fully repaid in December 2024. No other loans or pledges have been provided to the board members or senior management of the Group. The company has agreements with Triton Advisers Limited and Triton Investment Management Limited for counseling and success fee related to the acquisition of businesses respectively. Expenses during 2024 were NOK 2.4 million (2023: NOK 2.9 million). Proposed dividend After the reporting date, the Board of Glamox AS has proposed a dividend distribution amounting to NOK 165.0 million, corresponding to NOK 2.50 per share. The dividend shall be distributed in three tranches, of which NOK 55.0 million shall be distributed on or before 21 May 2025, NOK 55.0 million shall be distributed on or before 20 August 2025 and NOK 55.0 million shall be distributed on or before 21 October 2025. GLX Holding AS will receive NOK 125.7 million of this distribution. Dividend payment On 20 January 2025, the Board of Directors of Glamox AS approved an additional dividend distribution of NOK 55 million, corresponding to NOK 0.83 per share. Dividend of NOK 55 million was distributed on 4 February 2025. 109
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10,1 Material accounting policies The Group has consistently applied the following accounting policies to all periods presented in these consolidated financialstatements, except if mentioned otherwise. In addition, the Group adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) from 1 January 2023. The amendments require the disclosure of material, rather than significant, accounting policies. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information disclosed in certain circumstances. Revenue from contracts with customers IFRS 15 is based on the principle that revenue is recognised when control of goods or services is transferred to a customer. Recognition of revenues should represent the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. All significant revenue streams relate to the production and sales of goods. Glamox`s main performance obligation is related to sale of goods where the performance obligations are the delivery of an agreed volume of products within the agreed specification. Sale of goods Revenue is recognised when control of the products has transferred, being when the products are delivered to the customer andthere is no unfulfilled obligation that could affect the customer´s acceptance of the product. The products are mainly sold in relation to separately identifiablecontracts with customers. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied. Standard delivery terms for customers within thePBS segment is Delivered Duty Paid (DDP). DDP delivery terms implies that delivery is completed when the goods are made available to the buyer at a specified location. Standard delivery terms to customers within the MOW segment is Ex Works (EXW). EXW delivery terms implies that delivery is completed whenthe goods are made available, suitably packaged at a specified location, often at a Glamox factory or depot. No element of financing is deemed present as the sales are made with a credit term up to 60 days, which is consistent with market practice. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only thepassage of time is required before the payment is due. The goods are normally sold with standard warranties that the goods comply with the agreed-upon specifications. These standard warranties are accounted for using IAS 37 Provisions, see note 4.1 for more information. Glamox does not have any other significant obligations for returns or refunds. Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the moving average unit cost (MAUC). For finished goods and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity, but excluding borrowing costs. Raw material mainly consists of metal parts, LED components, plastic modules, cables, electronic parts and packaging. Property, plant and equipment Tangible fixed assets such as plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, reference is made to note 3.1for further guidance related to useful lives. Business combinations and goodwill Business combinations are accounted for using the acquisition method. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration liability is measured at fair value with the changes in fair value recognised in the consolidated statement of profit and loss. Goodwill is measured at cost less any accumulated impairment losses. Reference is made to note 3.2 for an overview over goodwill, allocation of goodwill per CGU and impairment testing. Intangible assets Intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Research and development costs Research costs are expensed as incurred. Development expenditures on an individual project, which represents new applications/technology, are recognised as intangible assets if criteria for capitalisation are complied with, see note 1.3. Impairment of non-financial assets Further disclosures relating to impairment of non-financial assets are also provided in the following notes: • Property, plant and equipment - Note 3.1 • Goodwill - Note 3.2 • Other Intangible assets - Note 3.3 At each reporting date, the Group assess whether there is an indication that an asset may be impaired. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. 110
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Provisions Warranty provisions Provisions for warranty-related costs are recognised when the product is sold to the customer. Initial recognition of the warranty provision is based on previous years revenue and management judgment. The length of the warranty time may differ between the markets. The initial estimate of warranty- related costs is revised annually. Reference is also made to note 1.3 and 4.1 for further details. Restructuring provisions Restructuring provisions are recognised only when the Group has a constructive obligation, which is when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, and an appropriate timeline, and the employees affected have been notified of the plan’s main features. Reference is also made to note 4.1 for further details. Leases The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted or certain remeasurementsof the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. The Group have used interest rates from the cash pool facility and intercompany loans for determining the incremental borrowing rate (IBR) for each subsidiary. The length of the agreement is an additional element that has been taken into consideration when calculating the IBRfor a specific lease. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee. Non-lease components will be identified and accounted for separately from the lease components in all arrangements. Options to extend a lease should be considered if management is reasonably certain to exercise the option. For the Group`s leasearrangements the vast majority of the options have an exercise date many years down the line. As such, management has limited insight and they are not reasonably certain to exercise and no options have been taken into consideration. Dividend distribution to shareholders Glamox recognises a liability to make distributions to equity holders of the parent when the distribution is authorised and the distribution is no longer at the discretion of the Company. Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equityinstrument of another entity. Classification of financial instruments Glamox' financial instruments are grouped in the following categories: • Fair value through profit and loss (FVTPL) • Amortised cost (AC) Impairment of financial assets Under IFRS 9, financial assets valued at amortised cost are impaired based on the "Expected credit losses (ECL)" model. Write off The Group expects no significant recovery from the amount written off. Hedge of net investment in foreign subsidiaries Glamox aims to hedge its net investments in foreign subsidiaries. The Group uses its Revolving Credit Facility (RCF) and bankoverdraft/deposits in foreign currency as hedging instrument to hedge its exposure. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised as OCI while any gains or losses relating to the ineffective portion are recognised in the consolidated statement of profit and loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is transferred to the statementof profit or loss. Reference is made to note 5.1 and 5.5 for more details. Income taxes Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused taxcredits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. Pensions and other post-employment benefits Remeasurements, comprising of actuarial gains and losses, are recognised immediately in the statement offinancial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods. 111
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10.2 Changes in accounting policies 10.3 Standards issued but not yet effective There are no changes in accounting policies which significantly affect current and future periods. No published but not yet effective standards, interpretations or amendments are expected to significantly affect the Group accounts. 112
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Alternative Performance Measures (APMs) APM Definitions In order to enhance investors’ understanding of the company’s performance, GLX Holding presents certain alternative performance measures (APMs) as defined by the European Securities and Markets Authority (“ESMA”) in the ESMA Guidelines on Alternative Performance Measures 2015/1057. An APM is defined as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specific in the applicable financial reporting framework (IFRS). The company uses APMs to measure operating performance and is of the view that the APMs provide investors with relevant and specific operating figures which may enhance their understanding of GLX Holding’s performance. The company uses the APMs: Adjusted EBIT, adjusted EBITA, adjusted EBITDA, adjusted EBIT margin, adjusted EBITA margin, adjusted EBITDA margin, adjustedtotal revenue and other operating income, EBIT, EBITA, EBITDA, EBIT margin, EBITA margin, EBITDA margin, Leverage ratio, Net interest-bearing debt and Order intake as further defined below. The APMs presented herein are not measurements of performance under IFRS or other generally accepted accounting principles and investors should not consider any such measures to be an alternative to: (a) operating revenues or operating profit (as determined in accordance with IFRS or other generally accepted accounting principles), as a measure of GLX Holding’s operating performance; or (b) any other measures of performance under generally accepted accounting principles. The APMs presented herein may not be indicative of the company’s historical operating results, nor are such measures meant to be predictive of GLX Holding’s future results. The company believes that the APMs presented herein are commonly reported by companies in the markets in which GLX Holding competes and are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation, amortization and impairment, which can vary significantly depending upon accounting measures (in particular when acquisitions have occurred), business practice or non-operating factors. Accordingly, GLX Holding AS discloses the APMs presented herein to permit a more complete and comprehensive analysisof its operating performance relative to other companies across periods, and of the company’s ability to service its debt. Because companies calculate theAPMs presented herein differently, GLX Holding’s presentation of these APMs may not be comparable to similarly titled measures used by other companies. The company has presented these APMs because it considers them to be important supplemental measures for prospective investors to understand the overall picture of profit generation in GLX Holding’s operating activities. Adjustments are non-IFRS financial measures that the Group considers to be an APM, and these measures should not be viewed as a substitute for any IFRS financial measures. The APMs used by GLX Holding AS are set out below (presented in alphabetical order): Adjusted EBIT is defined as the profit/(loss) for the year/period before net financial income (expenses) and income tax expense (EBIT), adjusted for special items. Adjusted EBITA is defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, amortisationand impairment of intangible assets, adjusted for special items. Adjusted EBITDA is defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, depreciation, amortisation and impairment of non-current assets, adjusted for special items. Adjusted EBIT margin is defined as adjusted EBIT as a percentage of total revenue and other operating income. Adjusted EBITA margin is defined as adjusted EBITA as a percentage of adjusted total revenue and other operating income. Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of adjusted total revenue and other operating income. Adjusted total revenue and other operating income is defined as total revenue and other operating income adjusted for special items. EBIT is defined as the profit/(loss) for the year before net financial income (expenses) and income tax expenses. EBITA is defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, amortisation and impairment of intangible assets. EBITDA is defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, depreciation, amortization and impairment of non-current assets. EBIT margin is defined as EBIT as a percentage of revenue and other operating income. EBITA margin is defined as EBITA as a percentage of revenue and other operating income. EBITDA margin is defined as EBITDA as a percentage of revenue and other operating income. Leverage ratio is a measure of net interest-bearing debt divided by adjusted EBITDA last twelve months. Net interest-bearing debt is defined as interest-bearing debt excluding arrangement fees minus cash and cash equivalents (excluded restricted cash) and interest-bearing investments. Order intake is measured at gross value before deduction of commissions and other sales reductions 113
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APM Reconciliation Adjusted EBIT1 NOK 1000 31.12.2024 31.12.2023 EBIT 450 680 298 598 Special items 95 303 55 516 Adjusted EBIT1 545 983 354 114 Total revenue and other operating income 4 486 780 4 265 829 Adjusted total revenue and other operating income1 4 486 780 4 261 355 EBIT margin 10,0 % 7,0 % Adjusted EBIT margin 1 12,2 % 8,3 % Adjusted EBITA1 NOK 1000 31.12.2024 31.12.2023 EBITA 574 326 434 753 Special items 95 303 55 516 Adjusted EBITA1 669 630 490 269 Total revenue and other operating income 4 486 780 4 265 829 Adjusted total revenue and other operating income1 4 486 780 4 261 355 EBITA margin 12,8 % 10,2 % Adjusted EBITA margin 1 14,9 % 11,5 % Adjusted EBITDA1 NOK 1000 31.12.2024 31.12.2023 Profit/loss for the period 82 574 -74 144 Income tax expense 92 051 78 725 Net financial items 276 054 294 017 EBIT 450 680 298 598 Amortisation and impairment of intangible-assets 123 647 136 155 EBITA 574 326 434 753 Depreciation and impairment of tangible-assets 131 062 134 133 EBITDA 705 388 568 885 Special items 87 885 52 148 Adjusted EBITDA1 793 273 621 033 Total revenue and other operating income 4 486 780 4 265 829 Adjusted total revenue and other operating income1 4 486 780 4 261 355 EBITDA margin 1 15,7 % 13,3 % Adjusted EBITDA margin 1 17,7 % 14,6 % Adjusted Total revenues1 NOK 1000 31.12.2024 31.12.2023 Total revenue and other operating income 4 486 780 4 265 829 Special items in total revenue and other operating income - 4 473 Adjusted total revenues and other operating income1 4 486 780 4 261 355 114
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Special items NOK 1000 31.12.2024 31.12.2023 Other - 4 473 Total special items in Other operating income - 4 473 Restructuring cost/growth initiatives 75 154 42 220 Claim cost related to specific product - 416 Acquisition and integration cost 2 536 - ERP Integration 5 837 6 453 Other 4 358 7 532 Total special items in EBITDA 87 885 52 148 Impairment of non-current assets 7 418 3 368 Total Special items in EBIT 95 303 55 516 Net debt and leverage ratio1 NOK 1000 31.12.2024 31.12.2023 Non-current interest-bearing liabilities 2 534 232 2 475 708 Non-current lease liabilities 92 826 130 668 Current lease liabilities 69 795 64 093 Arrangement fees 20 872 33 292 Interest bearing debt 2 717 725 2 703 760 Cash and cash equivalents (excluded restricted cash) -686 220 -489 509 Net interest-bearing debt1 2 031 505 2 214 251 Adjusted EBITDA1 last twelve months 793 273 621 033 Leverage ratio1 2,6 3,6 115
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GLX Holding AS Annual financial statement 2024 116
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GLX Holding AS Statement of profit and loss For the years ended 31 December NOK 1000 Notes 2024 2023 Other operating expenses 1,13 3 465 4 165 Total operating expenses 3 465 4 165 Operating profit -3 465 -4 165 Net financial items 8 -37 645 2 649 Profit/loss before tax -41 110 -1 516 Taxes 9 - - Profit/loss for the year -41 110 -1 516 Statement of comprehensive income Profit/loss for the year -41 110 -1 516 Total comprehensive income for the period -41 110 -1 516 117
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GLX Holding AS Statement of financial position NOK 1000 Notes 31.12.2024 31.12.2023 ASSETS Shares in Subsidiary 11 2 735 350 2 735 350 Total non-current assets 2 735 350 2 735 350 Current assets Other receivables 12 269 42 114 Cash and cash equivalents 7 16 247 9 899 Total current assets 16 516 52 013 TOTAL ASSETS 2 751 866 2 787 363 EQUITY AND LIABILITIES Equity Share capital 6 1 000 1 000 Share premium 6 1 599 346 1 599 346 Retained earnings 6 -202 368 -161 258 Total equity 1 397 977 1 439 087 Non-current liabilities Bond 3,4,5 1 336 433 1 330 172 Total non-current liabilities 1 336 433 1 330 172 Current liabilities Other current liabilities 2 17 456 18 104 Total current liabilities 17 456 18 104 Total liabilities 1 353 889 1 348 276 TOTAL EQUITY AND LIABILITIES 2 751 866 2 787 363 Oslo, 29 April 2025 118 Mikael Aro Chairman of the Board Joachim Solbakken Espen Board member Hanna-Maria Heikkinen Board member
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GLX Holding AS Statement of cash flows For the years ended 31 December Cash flows from operating activities Notes 31.12.2024 31.12.2023 Operating profit -3 465 -4 165 Changes in other assets and liabilities -196 -2 269 Net cash flows from operating activities -3 662 -6 434 Cash flows from investing activities Purchase/sales of shares in subsidiaries 11 -4 Dividend received 167 563 114 247 Net cash flow from investing activities 167 563 114 244 Cash flow from financing activities Proceeds from issuance of bond - 1 350 000 Refinancing fee paid - -25 046 Interests paid 8 -158 473 -135 201 Interests received 921 612 Repayment of bonds -1 350 000 Net cash flow from financing activities -157 553 -159 635 Net change in cash and cash equivalents 6 348 -51 825 Cash and cash equivalents, beginning of period 9 899 61 725 Cash and cash equivalents, end of period 16 247 9 899 Statement of changes in equity NOK 1000 Share capital Share premium Retained earnings Total equity Balance as of 31 December 2022 1 000 1 599 346 -159 743 1 440 603 Profit (loss) for the year -1 516 -1 516 Total comprehensive income -1 516 -1 516 Balance as of 31 December 2023 1 000 1 599 346 -161 258 1 439 087 Profit (loss) for the year -41 110 -41 110 Total comprehensive income -41 110 -41 110 Balance as of 31 December 2024 1 000 1 599 346 -202 368 1 397 977 119
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Note 1 - Other operating expenses Other operating expenses 2024 2023 Consultancy 2 480 3 030 Audit 936 1 135 Other 49 - Total other operating expenses 3 465 4 165 Auditor 2024 2023 Fee for statutory audit 778 1 135 Tax compliance services 158 - Total 936 1 135 Note 2 - Other current liabilities Balance 31.12.2024 Balance 31.12.2023 Accrued interest cost 15 887 16 819 Other accrued cost 1 569 1 286 Total other current liabilities 17 456 18 105 Note 3 - Interest bearing liabilities Non-current Interest bearing loans and borrowings Interest rate Maturity Balance 31.12.2024 Balance 31.12.2023 Callable Open Bond NIBOR + margin 2027 1 350 000 1 350 000 Bank fee related to the bond issue -13 567 -19 828 Total non-current interest bearing loans and borrowings 1 336 433 1 330 172 Note 4 - Aging of financial liabilities 31.12.2024 Callable Open Bond* 154 278 1 542 375 - 1 696 653 Totals 154 278 1 542 375 - 1 696 653 31.12.2023 Callable Open Bond* 155 115 310 230 1 372 836 1 838 181 Totals 155 115 310 230 1 372 836 1 838 181 * Figures include estimated interest payable. Less than 12 months 1 to 3 years Over 3 years Total Less than 12 months 1 to 3 years Over 3 years Total Callable Open Bond GLX Holding AS issued a Bond on 23 February 2023. The initial issued amount is NOK 1,350 million and the maximum issued am ount of the bond is NOK 2,000 million. The initial nominal amount on each bond is NOK 0.5 million. The bond has an interest margin of 6.75% per a nnum. Theinterest payment is in February, May, August and December. The maturity date is 23.02.2027. The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100% of the Nominal Amount. An arrangement fee of NOK 13.6 million related to the refinancing, is booked against the bond. The arrangement fee is expensed over the availability period of the facility. Callable Open Bond - Incurrence test: The "Incurrence Test" is met if (I) no Event of Default is continuing or would result from the relevant event and (II) the Leverage Ratio falls below a c ertain threshold. Bond - assets pledged as security The shares in both GLX Holding AS and Glamox AS is pledged as security for the Bond. 120
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Note 5 - Fair value measurement Carrying amount at Date of valuation Carrying amount Fair value Level 1 Level 2 Level 3 Liabilities measured/disclosed at fair value Callable Open Bond 31.12.2024 31.12.2024 1 336 433 1 397 250 x Callable Open Bond 31.12.2023 31.12.2023 1 330 172 1 395 563 x Note 6 - Equity and shareholders Share capital in GLX Holding AS at 31.12.2024 Number Shares NOK 1 000 Total 1 000 Note 7 - Cash and cash equivalents Note 8 - Financial income and expenses Financial income and expenses 2024 2023 Interest income 921 612 Dividend from subsidiary 125 673 156 138 Interest expenses -163 803 -153 020 Other financial expenses -435 -1 082 Net Financial income -37 645 2 649 Note 9 - Tax 2024 2023 Tax payable Ordinary profit before tax -41 110 -1 516 Permanent differences -121 902 -151 454 Change in temporary differences not recognised 163 012 152 970 Bases for tax payable 0 0 Tax base 22 % 22 % Tax payable this year's profit 0 0 Current tax liabilities 31.12 0 0 Deferred tax liabilities (assets): Losses carried forward (including tax credit) -107 150 -107 020 Restricted interest deduction carried forward -608 735 -445 853 Investment in shares and subsidiaries -48 871 -48 871 Basis for deferred tax liabilities (assets): -764 756 -601 743 Net deferred tax assets recognised in balance sheet 0 0 Nominal Value Balance Sheet 1 000 1 000 000 1 000 1 000 000 The table below discloses information about all financial instruments that are either measured at fair value or where information about fair value is disclosed. There were no transfers between the levels during 2024 and 2023. Fair value of financial instruments Fair value of the Callable Open Bond is calculated by using the Oslo Stock Exchange trading price at year-end and excludes carrying amount of arrangement fees. Holders of these shares are entitled to dividend and to one vote per share at general meetings of the Company. There have been no changes in the number of shares in 2024 or 2023. GLX Holding AS is a 100% owned subsidiary of Glace Holdco AS. There has been no distribution of dividend in 2024. Cash and cash equivalents amount to NOK 16.2 million (NOK 9.9 million) as of 31 December 2024. GLX Holding AS has no restricted bank deposit. The liquidity reserve equals the cash and cash equivalent amount. The bond may be extended by an additional NOK 650 million. This is not included in the liquidity reserve. 121
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Note 10 - Management remuneration Note 11 - Interest in subsidiaries Note 12 - Events after the reporting period 13 Related party transactions GLX Holding AS has no employees. The Board of GLX Holding AS has proposed a remuneration of NOK 50 thousand to board member, Hanna-Maria Heikkinen, for the twelve-month period ending at the General meeting in 2025. The Board members are not subject to agreements for severance pay, bonuses or profit-sharing. As of 31 December 2024 GLX Holding AS owns 76.17% of the shares in Glamox AS, which also represents the voting share. Glamox AS is a leading lighting supplier to the world's marine and offshore markets, and a significant supplier to the professional building market in Europe. Glamox AS is the parent company of Glamox Group. Glamox AS registered address is Birger Hatlebakks veg 15 in Molde, Norway. Glamox AS has 27 subsidiaries located in Europe, Asia and America. Total revenue and other operating income of Glamox Group in 2024 is NOK 4,486.8. million (2023: NOK 4,265.8 million). Operating profit in 2024 is NOK 525.3 million (2023: NOK 377.3 million). Average number of full time employees in Glamox Group was 2,036 in 2024 (2023: 2,086). The book value of the Glamox shares is NOK 2,735.3 (NOK 2,735.3 million) as of 31 December 2024. Proposed dividend After the reporting date, the Board of Glamox AS has proposed a dividend distribution amounting to NOK 165.0 million, corresponding to NOK 2.50 per share. The dividend shall be distributed in three tranches, of which NOK 55.0 million shall be distributed on or before 21 May 2025, NOK 55.0 million shall be distributed on or before 20 August 2025 and NOK 55.0 million shall be distributed on or before 21 October 2025. GLX Holding AS will receive NOK 125.7 million of this distribution. Dividend payment On 20 January 2025, the Board of Directors of Glamox AS approved an additional dividend distribution of NOK 55 million, corresponding to NOK 0.83 per share. Dividend of NOK 55 million was distributed on 4 February 2025. Related parties are Group companies, major shareholders, Board and senior management in the parent company and the group subsidiaries. Note 11 provides information about the Group’s subsidiary. All transactions within the Group or with other related parties are based on the principle of arm's length. A temporary loan was granted to the CEO in November 2024 and fully repaid in December 2024. No other loans or pledges have been provided to the board members or senior management of the Group. The company has agreements with Triton Advisers Limited and Triton Investment Management Limited for counseling and success fee related to the acquisition of businesses respectively. Expenses during 2024 were NOK 2.4 million (2023: 2.9 million). 122
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Note 14 - Accounting principles GLX Holding AS is a company incorporated and domiciled in Norway. GLX Holding AS was established in 2017, with the purpose toown shares in Glamox AS. Kronprinsesse Märthas plass 1, 0161 OSLO. The parent company is Glace HoldCo AS. The ultimate parent of GLX Holding AS is Triton Fund IV, which is located at Jersey. The financial statements of the company comprise of statements of profit and loss, other comprehensive income, financial position, cash flows, changes in equity, and related notes. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by The European Union (EU). The financial statements have been prepared on a historical cost basis, and the financial statements are prepared based on the going concern assumption. Material accounting assessments and judgements, if any, are explained in relevant notes. 123
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Note 15 - Changes in accounting policies There are no changes in accounting policies which significantly affect current and future periods. 124
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Directors Responsibility Statement The Board of Directors reviewed and approved the Board of Directors Report, the integrated sustainability report, and the consolidated and annual financial statements for GLX Holding AS as of 31 December 2024 (Annual Report 2024). To the best of our knowledge; - the consolidated financial statements and financial statement are prepared in accordance with IFRS and IFRIC as adopted by the EU and additional Norwegian disclosure requirements in the Norwegian Accounting act that were effective as of 31 December 2024. - the consolidated and annual financial statements give a true and fair view of the assets, liabilities, financial position and profit as a whole as of 31 December 2024 for the Group and the Parent Company. - the Board of Directors Report for the Group and the Parent Company includes a true and fair view of; - the development and performance of the business and the position of the Group and the Parent Company. - the principal risks and uncertainties the Group and the Parent Company face. Oslo, 29 April 2025 Mikael Aro Hanna-Maria Heikkinen Joachim Solbakken Espen Chairman of the Board Board member Board member 125
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KPMG AS Sørkedalsveien 6 P.O. Box 7000 Majorstuen N-0306 Oslo Telephone +47 45 40 40 63 Internet www.kpmg.no Enterprise 935 174 627 MVA To the General Meeting of GLX Holding AS Independent Auditor’s Report Report on the Audit of the Financial Statements Opinion We have audited the financial statements of GLX Holding AS, which comprise: • the financial statements of the parent company GLX Holding AS (the Company), which comprise the statement of financial position as at 31 December 2024, the statement of profit and loss, statement of comprehensive income, 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 GLX Holding AS and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2024, the consolidated statement of profit and loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated 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 2024, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU, and • the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Board of directors. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have 126
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2 obtained is sufficient and appropriate to provide a basis for our opinion. To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. We have been the auditor of GLX Holding AS for 8 years from the election by the general meeting of the shareholders on 17 October 2017 for the accounting year 2017. 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. 1. Impairment assessment of Goodwill, Product development and Other intangible assets Reference is made to section 10.1 Material accounting policies under Impairment of non-financial assets, section 3.2 Goodwill and section 3.3 Product development and other intangible assets. The Key Audit Matter How the matter was addressed in our audit There is an inherent uncertainty related to the assessment of whether future cash flows will be sufficient to support the carrying value of goodwill, product development and other intangible assets. As of 31 December 2024, the Group carries NOK 1 934 million of goodwill and NOK 1 030 million of product development and other intangible assets in the statement of financial position. The total amount mainly relates to the acquisition of Glamox AS in 2017. The remaining elements of goodwill relates to Glamox AS’ acquisitions in 2018, 2019, 2021 and 2024. Due to the significance of the carrying value and risk of non-recoverability related to goodwill, product development and other intangible assets, impairment assessment is considered a key audit matter. The recoverable amount is based on value in use calculations. The key judgments and estimates applied by management in the impairment testing were: • Determination of the level for performing impairment test; • growth rate; • future financial performance; and • discount rate. No si gnificant impairment charges are recognized in respect of goodwill, product development and other intangible assets in 2024. Our audit procedures in this area included: • assessing management's process and results for determining the level for performing impairment testing to evaluate whether the level for which impairment is tested is in accordance with IAS 36; • evaluating the historical accuracy of management`s 2024 budgets and forecasts and challenging management on the current year cash flow forecasts as well as the timing of future cash flows; • challenging management on the growth assumptions and management`s future business plan assumptions with reference to current market conditions; • engaging KPMG valuation specialists to assess the discount rates applied with reference to market data; • obtaining and evaluating management's sensitivity analysis to determine the impact of reasonably possible changes. Performing our own independent sensitivity calculations to quantify the downside changes to management's models required to result in impairment.; and • assessing whether the disclosures regarding key assumptions and sensitivities adequately reflected the underlying assets' impairment assessments. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial 127
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3 statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report • is consistent with the financial statements and • contains the information required by applicable statutory requirements. Our opinion on the Board of Directors' report applies correspondingly to the statement on Corporate Governance. Our opinion on whether the Board of Directors’ report contains the information required by applicable statutory requirements, does not cover the Sustainability Statement, on which a separate assurance report is issued. 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 aggregat e, 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. • evaluate the appropriateness of accounting policies used and the reasonableness of 128
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4 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. 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. 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 GLX Holding AS, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the annual report, with the file name 549300UWOX4MGFK75Y54-2024-12-31-0-en.zip, have been prepared, in all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial statements. In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF regulation. Management’s Responsibilities Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary. Auditor’s Responsibilities 129
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5 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. As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging of the consolidated financial statements and assess management’s use of judgement. Our procedures include reconciliation of the iXBRL tagged data with the audited financial statements in human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Oslo, 29 April 2025 KPMG AS Stian Tørrestad State Authorised Public Accountant 130
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KPMG AS Sørkedalsveien 6 P.O. Box 7000 Majorstuen N-0306 Oslo Telephone +47 45 40 40 63 Internet www.kpmg.no Enterprise 935 174 627 MVA To the General Meeting of GLX Holding AS Independent Sustainability Auditor’s Limited Assurance Report Limited Assurance Conclusion We have conducted a limited assurance engagement on the consolidated sustainability statement of GLX Holding AS (the «Company»), included in Sustainability section of the Board of Directors' report (the «Sustainability Statement»), as at 31 December 2024 and for the year then ended. Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Sustainability Statement is not prepared, in all material respects, in accordance with the Norwegian Accounting Act section 2-3, including: • compliance with the European Sustainability Reporting Standards (ESRS), including that the process carried out by the Company to identify the information reported in the Sustainability Statement (the «Process») is in accordance with the description set out in section Impact, risk and opportunity management - Materiality assessment process; and • compliance of the disclosures in the section EU Taxonomy of the Sustainability Statement with Article 8 of EU Regulation 2020/852 (the «Taxonomy Regulation»). Basis for Conclusion We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance engagements other than audits or reviews of historical financial information («ISAE 3000 (Revised)»), issued by the International Auditing and Assurance Standards Board. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Our responsibilities under this standard are further described in the Sustainability Auditor’s Responsibilities section of our report. Our Independence and Quality Management We have complied with the independence and other ethical requirements as required by relevant laws and regulations in Norway and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Other Matter The comparative information included in the Sustainability Statement was not subject to an assurance engagement. Our conclusion is not modified in respect of this matter. 131
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2 Responsibilities for the Sustainability Statement The Board of Directors and the Managing Director (Management) are responsible for designing and implementing a process to identify the information reported in the Sustainability Statement in accordance with the ESRS and for disclosing this Process in section Impact, risk and opportunity management - Materiality assessment process of the Sustainability Statement. This responsibility includes: • understanding the context in which the Group's activities and business relationships take place and developing an understanding of its affected stakeholders; • the identification of the actual and potential impacts (both negative and positive) related to sustainability matters, as well as risks and opportunities that affect, or could reasonably be expected to affect, the Group's financial position, financial performance, cash flows, access to finance or cost of capital over the short-, medium-, or long-term; • the assessment of the materiality of the identified impacts, risks and opportunities related to sustainability matters by selecting and applying appropriate thresholds; and • making assumptions that are reasonable in the circumstances. Management is further responsible for the preparation of the Sustainability Statement, in accordance with the Norwegian Accounting Act section 2-3, including: • compliance with the ESRS; • preparing the disclosures in the section EU Taxonomy of the Sustainability Statement, in compliance with the Taxonomy Regulation; • designing, implementing and maintaining such internal control that Management determines is necessary to enable the preparation of the Sustainability Statement that is free from material misstatement, whether due to fraud or error; and • the selection and application of appropriate sustainability reporting methods and making assumptions and estimates that are reasonable in the circumstances. Inherent limitations in preparing the Sustainability Statement In reporting forward-looking information in accordance with ESRS, Management is required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by the Group. Actual outcomes are likely to be different since anticipated events frequently do not occur as expected. Sustainability Auditor’s Responsibilities Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the Sustainability Statement is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the Sustainability Statement as a whole. As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) we exercise professional judgement and maintain professional scepticism throughout the engagement. Our responsibilities in respect of the Sustainability Statement, in relation to the Process, include: • Obtaining an understanding of the Process, but not for the purpose of providing a conclusion on the effectiveness of the Process, including the outcome of the Process; • Considering whether the information identified addresses the applicable disclosure requirements of the ESRS; and 132
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3 • Designing and performing procedures to evaluate whether the Process is consistent with the Company’s description of its Process set out in section Impact, risk and opportunity management - Materiality assessment process. Our other responsibilities in respect of the Sustainability Statement include: • Identifying where material misstatements are likely to arise, whether due to fraud or error; and • Designing and performing procedures responsive to where material misstatements are likely to arise in the Sustainability Statement. 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. Summary of the Work Performed A limited assurance engagement involves performing procedures to obtain evidence about the Sustainability Statement. The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. The nature, timing and extent of procedures selected depend on professional judgement, including the identification of disclosures where material misstatements are likely to arise in the Sustainability Statement, whether due to fraud or error. In conducting our limited assurance engagement, with respect to the Process, we: • Obtained an understanding of the Process by: o performing inquiries to understand the sources of the information used by management (e.g., stakeholder engagement, business plans and strategy documents); and o reviewing the Company’s internal documentation of its Process; and • Evaluated whether the evidence obtained from our procedures with respect to the Process implemented by the Company was consistent with the description of the Process set out in section Impact, risk and opportunity management - Materiality assessment process. In conducting our limited assurance engagement, with respect to the Sustainability Statement, we: • Obtained an understanding of the Group’s reporting processes relevant to the preparation of its Sustainability Statement by: o Obtaining an understanding of the Group's control environment, processes, control activities and information system relevant to the preparation of the Sustainability Statement, but not for the purpose of providing a conclusion on the effectiveness of the Group’s internal control; and o Obtaining an understanding of the Group’s risk assessment process; • Evaluated whether the information identified by the Process is included in the Sustainability Statement; • Evaluated whether the structure and the presentation of the Sustainability Statement is in accordance with the ESRS; • Performed inquiries of relevant personnel and analytical procedures on selected information in the Sustainability Statement; • Performed substantive assurance procedures on selected information in the Sustainability 133
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4 Statement; • Where applicable, compared disclosures in the Sustainability Statement with the corresponding disclosures in the financial statements and other sections of the Board of Directors' report; • Evaluated the methods, assumptions and data for developing estimates and forward-looking information; • Obtained an understanding of the Company’s process to identify taxonomy-eligible and taxonomy-aligned economic activities and the corresponding disclosures in the Sustainability Statement; • Evaluated whether information about the identified taxonomy-eligible and taxonomy-aligned economic activities is included in the Sustainability Statement; and • Performed inquiries of relevant personnel, analytical procedures and substantive procedures on selected taxonomy disclosures included in the Sustainability Statement. Oslo, 29 April 2025 KPMG AS Stian Tørrestad State Authorised Public Accountant – Sustainability Auditor 134
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128 GLX Holding AS Kronprinsesse Märthas plass 1 N-0160 Oslo Norway ir_glx@glamox.com