PROSPECTUS Aega ASA (A Norwegian public limited liability company incorporated under the laws of Norway) Listing on Oslo Axess of 8,530,662 new shares in Aega ASA issued in connection with a completed private placement of shares at a subscription price of NOK 3.00 per share directed towards Norwegian investors and international institutional investors. This prospectus (the Prospectus ) has been prepared in connection with the listing (the Listing ) on Oslo Axess, a regulated market place operated by Oslo Børs ASA (the Oslo Stock Exchange ) by Aega ASA, a public limited liability company incorporated under the laws of Norway, ( Aega or the Company and, together with its consolidated subsidiaries, the Group ) of 8,530,662 new shares in the Company, each with a nominal value of NOK 1.00, (the New Shares ) issued in a private placement directed towards Norwegian investors and international institutional investors completed on 27 May 2016 (the Private Placement ) at a subscription price of NOK 3.00 per New Share. This Prospectus does not constitute an offer to buy, subscribe or sell the securities described herein. The Prospectus serves as a listing prospectus as required by applicable laws and no securities are being offered or sold pursuant to this Prospectus. The Company s existing shares (the Shares ) (other than the New Shares) are, and the New Shares will be, listed on Oslo Axess under the ticker code AEGA. All of the Shares, including the New Shares, are registered in the Norwegian Central Securities Depository ( Verdipapirsentralen or the VPS ) and are in book-entry form. All of the Shares, including the New Shares, rank pari passu with one another and each carry one vote. Except where the context otherwise requires, reference in this Prospectus to the Shares will be deemed to include the New Shares. Investing in the Shares, including the New Shares, involves a high degree of risk. See Section 2 Risk factors beginning on page 14. 18 August 2016 Manager Pioner Kapital AS
Aega ASA Prospectus IMPORTANT INFORMATION This Prospectus has been prepared in connection with the Listing of the New Shares issued in the Private Placement and in order to provide information about the Group and its business. The Group has furnished the information in this Prospectus. This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the Norwegian Securities Trading Act ) and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses, as amended, and as implemented in Norway (the EU Prospectus Directive ). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) (the Norwegian FSA ) has reviewed and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Prospectus was approved by the Norwegian FSA on 18 August 2016. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information included in the Prospectus. The approval by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or referred to in the Prospectus. For definitions of certain other terms used throughout this Prospectus, see Section 18 Definitions and glossary. The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the New Shares between the time of approval of this Prospectus by the Norwegian FSA and the Listing of the New Shares on Oslo Axess, will be included in a supplement to this Prospectus. The delivery of the Prospectus at any date after the date hereof, shall not under any circumstances imply that there has been no change in the Group s affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. No person is authorised to give information or to make any representation concerning the Group or in connection with the Private Placement or the New Shares other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or Pioner Kapital AS (the "Manager") or by any of their affiliates, representatives or advisors. The distribution of this Prospectus may in certain jurisdictions be restricted by law. This Prospectus does not constitute an offer of, or an invitation to purchase, subscribe or sell, any of the securities described herein. Neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations. Persons into whose possession this Prospectus may come are required to inform themselves about, and to observe, any such restrictions. In addition, the Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. In making an investment decision, prospective investors must rely on their own examination, and analysis of, and enquiry into the Group, including the merits and risks involved. Neither the Company, nor any of its representatives or advisers, are making any representation to any offeree or purchaser of the Shares regarding the legality of an investment in the Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each reader of this Prospectus should consult with his or her advisors as to the legal, tax, business financial and related aspects of a purchase of the Shares. All Sections of the Prospectus should be read in context with the information included in Section 4 General information. This Prospectus, the Private Placement and the Listing shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Private Placement, the Listing or this Prospectus. Investing in the Shares involves a high degree of risk. See Section 2 Risk factors beginning on page 14. 2
Aega ASA Prospectus TABLE OF CONTENTS 1 SUMMARY... 6 2 RISK FACTORS... 14 2.1 RISKS RELATED TO THE GROUP S BUSINESS AND INDUSTRY... 14 2.2 RISKS RELATING TO THE SHARES... 18 3 RESPONSIBILITY FOR THE PROSPECTUS... 20 4 GENERAL INFORMATION... 21 4.1 OTHER IMPORTANT INVESTOR INFORMATION... 21 4.2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION... 21 4.3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS... 22 5 DIVIDEND POLICY... 25 5.1 DIVIDEND POLICY... 25 5.2 DISTRIBUTED DIVIDENDS... 25 5.3 LEGAL CONSTRAINTS ON THE DISTRIBUTION OF DIVIDENDS... 25 5.4 MANNER OF DIVIDEND PAYMENTS... 26 6 INDUSTRY AND MARKET OVERVIEW... 27 6.1 INTRODUCTION... 27 6.2 GENERAL... 27 6.3 MARKET INFORMATION SPECIFIC FOR THE COMPANY S INVESTMENTS... 29 6.4 COMPETITION... 29 7 BUSINESS OF THE GROUP... 31 7.1 INTRODUCTION... 31 7.2 THE ACQUISITION... 31 7.3 THE ACQUISITION OF PIANO MOLINO S.R.L.... 31 7.4 HISTORY AND DEVELOPMENT OF THE GROUP... 32 7.5 BUSINESS OF THE GROUP... 33 7.6 MATERIAL CONTRACTS... 35 7.7 ENVIRONMENT... 36 7.8 LEGAL PROCEEDINGS... 36 7.9 DEPENDENCY ON CONTRACTS, PATENTS, LICENSES ETC.... 37 7.10 PRINCIPAL INVESTMENTS... 37 8 CAPITALISATION AND INDEBTEDNESS... 38 8.1 CAPITALISATION AND INDEBTEDNESS... 38 8.2 WORKING CAPITAL STATEMENT... 39 8.3 CONTINGENT INDEBTEDNESS... 39 9 SELECTED FINANCIAL AND OTHER INFORMATION... 40 9.1 INTRODUCTION... 40 9.2 STATEMENT OF INCOME... 40 9.3 STATEMENT OF FINANCIAL POSITION... 41 9.4 STATEMENT OF CASH FLOW... 42 9.5 STATEMENT OF CHANGES IN EQUITY... 43 9.6 CASH FLOW INFORMATION... 44 9.7 OFF-BALANCE SHEET ARRANGEMENTS... 45 9.8 TREND INFORMATION... 45 9.9 SIGNIFICANT CHANGES... 45 9.10 AUDITOR... 45 10 UNAUDITED PRO FORMA FINANCIAL INFORMATION... 46 10.1 BACKGROUND AND DESCRIPTION OF THE ACQUISITION... 46 10.2 GENERAL INFORMATION AND PURPOSE OF THE PRO FORMA FINANCIAL INFORMATION... 46 10.3 ACCOUNTING PRINCIPLES... 47 10.4 SOURCES OF THE PRO FORMA FINANCIAL INFORMATION HISTORICAL FINANCIAL INFORMATION... 47 10.5 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION... 48 11 BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE... 53 11.1 INTRODUCTION... 53 3
Aega ASA Prospectus 11.2 BOARD OF DIRECTORS... 53 11.3 MANAGEMENT... 55 11.4 REMUNERATION AND BENEFITS... 56 11.5 PENSIONS AND RETIREMENT BENEFITS... 56 11.6 EMPLOYEES... 56 11.7 NOMINATION COMMITTEE... 56 11.8 CORPORATE GOVERNANCE... 57 11.9 CONFLICTS OF INTERESTS ETC.... 57 11.10 FRAUDULENT OFFENCE, BANKRUPTCY, INCRIMINATION AND DISQUALIFICATION... 57 12 RELATED PARTY TRANSACTIONS... 58 13 CORPORATE INFORMATION AND DESCRIPTION OF SHARE CAPITAL... 59 13.1 COMPANY CORPORATE INFORMATION... 59 13.2 LEGAL STRUCTURE... 59 13.3 TRADING ON STOCK EXCHANGE... 59 13.4 SHARE CAPITAL AND SHARE CAPITAL HISTORY... 60 13.5 OWNERSHIP STRUCTURE... 60 13.6 AUTHORISATION TO INCREASE THE SHARE CAPITAL AND TO ISSUE SHARES... 61 13.7 AUTHORISATION TO ACQUIRE TREASURY SHARES... 61 13.8 OTHER FINANCIAL INSTRUMENTS... 61 13.9 SHAREHOLDER RIGHTS... 61 13.10 THE ARTICLES OF ASSOCIATION AND CERTAIN ASPECTS OF NORWEGIAN LAW... 61 14 SECURITIES TRADING IN NORWAY... 65 14.1 INTRODUCTION... 65 14.2 TRADING AND SETTLEMENT... 65 14.3 INFORMATION, CONTROL AND SURVEILLANCE... 65 14.4 THE VPS AND TRANSFER OF SHARES... 66 14.5 SHAREHOLDER REGISTER NORWEGIAN LAW... 66 14.6 FOREIGN INVESTMENT IN SHARES LISTED IN NORWAY... 66 14.7 DISCLOSURE OBLIGATIONS... 66 14.8 INSIDER TRADING... 67 14.9 MANDATORY OFFER REQUIREMENT... 67 14.10 COMPULSORY ACQUISITION... 67 14.11 FOREIGN EXCHANGE CONTROLS... 68 15 TAXATION... 69 15.1 NORWEGIAN TAXATION... 69 16 THE PRIVATE PLACEMENT... 72 16.1 BACKGROUND FOR AND TERM OF THE PRIVATE PLACEMENT... 72 16.2 RESOLUTIONS REGARDING THE PRIVATE PLACEMENT... 72 16.3 THE NEW SHARES... 73 16.4 SHARE CAPITAL FOLLOWING THE PRIVATE PLACEMENT... 73 16.5 DILUTION... 74 16.6 USE OF PROCEEDS... 74 16.7 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE PRIVATE PLACEMENT... 74 16.8 ADVISORS... 74 16.9 NET PROCEEDS AND EXPENSES... 74 16.10 JURISDICTION AND CHOICE OF LAW... 74 17 ADDITIONAL INFORMATION... 75 17.1 AUDITOR AND ADVISORS... 75 17.2 DOCUMENTS ON DISPLAY... 75 17.3 INCORPORATION BY REFERENCE... 75 18 DEFINITIONS AND GLOSSARY... 76 4
Aega ASA Prospectus APPENDICES Appendix A Appendix B Appendix C ARTICLES OF ASSOCIATION... A1 YIELDCO FINANCIAL STATEMENTS... B1 AUDITOR'S REVIEW STATEMENT... C1 5
Aega ASA Prospectus 1 SUMMARY Summaries are made up of disclosure requirements known as Elements. These Elements are numbered in Sections A E (A.1 E.7) below. This summary contains all the Elements required to be included in a summary for this type of securities and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable. 1.1.1.1 Section A Introduction and Warnings A.1 Warnings This summary should be read as introduction to the Prospectus; any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor; where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Consent to use of Prospectus Not applicable. No consent is granted by the Company for the use of the Prospectus for subsequent resale or final placement of the Shares. 1.1.1.2 Section B Issuer B.1 Legal and commercial name Aega ASA. B.2 Domicile and legal form, legislation and country of incorporation B.3 Current operations, principal activities and markets The Company is a public limited liability company organised and existing under the laws of Norway pursuant to the Norwegian Public Limited Liability Companies Act. The Company was incorporated in Norway on 1 July 2011, and the Company s registration number in the Norwegian Register of Business Enterprises is 997 410 440. The Group's business is to own and operate secondary solar parks in Italy. The Group currently owns a portfolio of six individual solar parks in the Abruzzo, Umbria and Lazio regions in Italy with a combined installed capacity of 6 MW. The Group focuses on acquisitions of smaller existing solar parks that fulfills the Group's investment criteria. B.4a Significant recent trends The wholesale price for electricity in Italy is gradually declining. B.5 Description of the Group The Company, the parent company of the Group, is a holding company and the operations of the Group are carried out through the operating subsidiaries of the Company. The solar parks are owned by five Italian entities, acting as single purpose vehicles. B.6 Interests in the Company and voting rights As of 17 August 2016 2016, the Company had 309 shareholders. The Company s 20 largest shareholders as of the same date are shown in the table below: # Shareholders Number of Shares Percent 1 AEGA SOLAR AS... 4,582,534 12.77 % 2 BEARHILL INC AS... 2,615,034 7.29 % 3 THORVALD MORRIS HARALDSEN... 1,605,333 4.47 % 4 TORE SÆTREMYR... 943,694 2.63 % 5 JAN STEINAR NEREM... 919,724 2.56 % 6 LJM AS... 867,890 2.42 % 6
Aega ASA Prospectus 7 MOGER INVEST AS... 867,890 2.42 % 8 OLAV VESAAS... 710,141 1.98 % 9 TORSTEIN SØLAND... 668,890 1.86 % 10 PENTHOUSE MIRADORES AS... 666,667 1.86 % 11 MORO AS... 666,667 1.86 % 12 FINN STRØM-RASMUSSEN... 666,667 1.86 % 13 RACCOLTA AS... 595,840 1.66 % 14 CLEAR THOUGHT AS... 551,833 1.54 % 15 JAN P HARTO AS... 507,841 1.41 % 16 ROALD ARNOLD NYGÅRD... 500,000 1.39 % 17 VIA GLORIA AS... 500,000 1.39 % 18 BETONGCONSULT EIENDOM AS... 484,610 1.35 % 19 FIN SERCK-HANSSEN... 462,657 1.29 % 20 MAGNOLIA SYSTEM AS... 450,667 1.26 % Top 20 shareholders... 19,834,579 55.27 % Others... 16,056,378 44,73 % Shareholders owning 5% or more of the Shares have an interest in the Company s share capital which is notifiable pursuant to the Norwegian Securities Trading Act. As of the date of this Prospectus, no shareholder, other than Aega Solar AS (approximately 12,77%) and Bearhill Inc AS (approximately 7.29%) holds more than 5% or more of the issued Shares. Each of the Shares carries one vote. There are no differences in voting rights between the Shares. The Company is not aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company. B.7 Selected historical key financial information The following selected financial information is derived from the audited annual financial statements for the Group as of and for the years ended 31 December 2014 and 2015 (the "Financial Statements"), as well as the unaudited interim consolidated financial information for the Group as of and for the three month periods ended 31 March 2015 and 2016 (the "Interim Financial Statements"). The selected financial information should be read in connection with and is qualified in its entirety by reference to the Financial Statements and the Interim Financial Statements, including the auditor's reports, explanatory notes and accounting policies, incorporated hereto by reference, see Section 17.3 "Incorporation by reference". Year ended 31 December (NOK) 2015 (audited) 2014 (audited) Statement of income Net revenue... 724,070-2,190,616 Total operating cost... 858,188 1,611,707 Operation profit... -134,118-3,802,323 Profit before income tax... -294,118-4,194,263 Profit for the period -294,118-4,194,263 Total comprehensive income for the period... -294,118-4,194,263 Statement of financial position Total assets... 3,475,719 3,917,413 Total equity... 3,148,237 3,442,335 Total equity and liabilities... 3,475,719 3,917,413 Statement of cash flow Net cash inflow from operating activities... -2,841,862 184,469,753 Net cash (outflow) from financing activities... -159,999-185,804,567 Cash and cash equivalents at end of year... 899,865 3,901,726 7
Aega ASA Prospectus Three months ended 31 March (EUR) Statement of income 2016 (unaudited) 2015 (unaudited) Revenues... 389,571 67,545 EBITDA... (598,616) (16,949) Other Operating profit before OGL (EBIT)... (801,249) (55,807) Profit before income tax... (896,957) (17,442) Profit/(loss) for the period... (897,649) (15,967) Total comprehensive income... (895,986) (15,966) Income allocated to equity holders of the company... (895,986) (15,966) No. of shares per 31 March... 27,360,295 5,421,210 Statement of financial position Non-current assets... 13,160,952 4,856,817 Current assets... 3,692,162 1,268,216 Total assets... 16,853,114 6,125,032 Paid in capital... 8,221,477 1,001,149 Other equity... (2,991,120) (46,842) Total equity... 5,230,358 954,307 Total non-current liabilities... 9,569,670 4,326,989 Total current liabilities... 2,053,086 843,735 Total liabilities... 11,622,756 5,170,724 Total equity and liabilities... 16,853,113 6,126,032 Statement of cash flow Cash flow from operations... (330,631) (11,029) Cash flow from investments... 93,551 (366,970) Cash flow from financing... (52,381) (80,409) Total at beginning of period... 1,387,494 885,880 Cash at end of period... 1,096,369 391,113 B.8 Selected key pro forma financial information The following selected financial information is derived from the Group's unaudited pro forma condensed consolidated statements of income for the financial year ended 31 December 2015 (the "Pro Forma Financial Information"). On 21 January 2016, the Company acquired all the shares in Aega Yieldco AS ("Yieldco"), against a consideration of approximately NOK 75.5 million (the "Acquisition"). The consideration was settled by the issuance of 25,151,275 shares in the Company to the shareholders of Yieldco. The unaudited Pro Forma Financial Information set out below has been prepared by the Company to show how the Acquisition might have affected the Group s income statement information for the year ended 31 December 2015 if the Company had acquired Yieldco on 1 January 2015. The Pro Forma Financial Information addresses a hypothetical situation and consequently does not represent the actual financial position or results of the Group. See Section 10 "Unaudited pro forma financial information" for further information regarding the Pro Forma Financial Information. 8
Aega ASA Prospectus P&L 2015 Aega ASA 1 IFRS Aega Yieldco AS 1 NGAAP Aega Energy Prima AS 1 NGAAP Aega Energy Seconda AS 1 NGAAP Aega Energy Terza AS 1 NGAAP Photo-Volt One S.r.l. IGAAP DT S.r.l. IGAAP EUR (audited) (audited) (audited) (audited) (audited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Interest income.. 2,470-2,470 4 0 Dividends from shares and equity certificates... 5,592-5,592 4 0 Net change in fair value of financial assets and liabilities at fair value through profit & loss... 72,920-72,920 4 0,0 Sales of electricity... 67,028 66,498 164,451 85,313 383,291 Feed-In Tariff revenue... 313,933 424,122 900,820 224,979 1,863,855 Total revenues and other income... 80,983 380,961 490,620 1,065,271 310,292-80,983 2,247,146 Transaction costs... -637,016 3-637,013 Administration expenses... -95,983-31,092-60,022-102,413-57,227-346,738 Other operating expenses... -122,466-209,040-157,115-109,368-60,884-290,359-638,790-42,750 729,642 1,5,6-901,133 Depreciation, amortization and impairment.. -99,297-4,000-11,822-102,122-466,314 1,3,4-108,543 1-792,099 Total costs... - -95,983-122,466-209,040-157,115-109,368-191,274-354,382-753,025-202,100 263,328-745,559 2,676,984 Operating profit... -15,000-122,466-209,040-157,115-109,368 189,687 136,238 312,245 108,192 263,328-826,542-429,838 Interest and other financial income... 65 77,363 186,113 3,869 273 21 5 6 109,731 2,4 377,450 Interest and other financial expenses... -17,895-22,659-47,856-48,896-95,016-31,091-125,228-86,521-141,692 1,2-616,859 Foreign exchange gain/(loss)... -166,076 2-166,076 Net financial expenses... -17,895 65 54,703 138,256-45,027-94,743-31,070-125,222-86,515-141,692-56,345-405,485 Extraordinary items... -19,986-1,968 21,954 5 0 Profit before income tax... -32,895-122,401-154,337-18,858-154,396 94,944 85,181 187,023 19,709 143,591-882,887-835,323 9 Collesanto S.r.l. IGAAP JER-12 S.r.l. IGAAP IFRS adjustment s Notes IFRS Pro forma adjustments Notes pro forma Aega Group Pro forma IFRS
Aega ASA Prospectus P&L 2015 Aega ASA 1 IFRS Aega Yieldco AS 1 NGAAP Aega Energy Prima AS 1 NGAAP Aega Energy Seconda AS 1 NGAAP Aega Energy Terza AS 1 NGAAP Photo-Volt One S.r.l. IGAAP DT S.r.l. IGAAP Collesanto S.r.l. IGAAP JER-12 S.r.l. IGAAP IFRS adjustment s Notes IFRS Pro forma adjustments Notes pro forma Aega Group Pro EUR (audited) (audited) (audited) (audited) (audited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Income tax (expense)/bene 1,2,3, fit... -39,775-64,138-118,797-16,035-34,461 4,6 219,636 1,2,3-53,570 Profit/(loss) for the period... -32,895-122,401-154,337-18,858-154,396 55,169 21,043 68,226 3,674 109,129-663,251-888,894 1 Note that the numbers have been converted from NOK to EUR for the purpose of presenting all Pro Forma Financial Information in EUR. forma IFRS 10
Aega ASA Prospectus B.9 Profit forecast or estimate Not applicable. No profit forecasts or estimates are made. B.10 Audit report qualifications Not applicable. There are no qualifications in the audit reports. B.11 Insufficient working capital Not applicable. The Company is of the opinion that the working capital available to the Group is sufficient for the Group s present requirements, for the period covering at least 12 months from the date of this Prospectus. Section C Securities C.1 Type and class of securities admitted to trading and identification number The Company has one class of Shares in issue and all Shares in that class provide equal rights in the Company. All the Shares have been created under the Norwegian Public Limited Liability Companies Act and are registered in book-entry form with the VPS under ISIN NO0010626559. C.2 Currency of issue The Shares are issued in NOK. C.3 Number of shares in issue and par value C.4 Rights attaching to the securities As of the date of this Prospectus, the Company s share capital is NOK 35,890,957 divided into 35,890,957 Shares, with each Share having a nominal value of NOK 1.00. The Company has one class of Shares in issue and, in accordance with the Norwegian Public Liability Limited Companies Act, all Shares in that class provide equal rights in the Company. Each of the Shares carries one vote. The rights attaching to the Shares are described in Section 13.10.2 Certain aspects of Norwegian corporate law. C.5 Restrictions on transfer The Articles of Association do not provide for any restrictions on the transfer of Shares, or a right of first refusal for the Company. Share transfers are not subject to approval by the Board of Directors. C.6 Admission to trading The Shares are, and the New Shares will be, admitted to trading on Oslo Axess. The Company currently expects commencement of trading in the New Shares on Oslo Axess on the date of this Prospectus. The Company has not applied for admission to trading of the Shares on any other stock exchange or regulated market. C.7 Dividend policy The Company's objective is to pay quarterly dividends of 2.5% of the value per Share in the Acquisition (NOK 3.00) by distributing excess cash generated from the power plants, adjusted for working capital need, to its shareholders. Section D Risks D.1 Key risks specific to the Company or its industry The Group is dependent on government subsidies, incentives and supportive regulatory framework. The Group may not be able to acquire additional solar power plants at commercially attractive terms. Increasing interest rates could have a significant negative impact on the profitability of investing in solar power plants. Increasing inflation could have a significant negative impact on the profitability of investing in solar power plants. Weather variations could have a material adverse effect on the Group. Falling power prices may materially reduce the Group s income and profitability. Increasing operating expenses could have a negative effect on 11
Aega ASA Prospectus the Group's profit and cash-flow. D.3 Key risks specific to the securities Section E - Offer The Group may suffer losses due to insufficient quality of equipment and technical breakdowns. The Group may suffer losses due to bureaucratic or executive errors and inefficiencies. The Group may suffer losses due to theft and vandalism. The Group may be negatively affected by corruption and unethical practices. The Group is dependent on key members of the management team in Aega Solar AS. The Group may be subject to changes in laws and regulations in respect of its operations. In order to execute the Group s investment strategy, the Group may require additional capital in the future, which may not be available. Future debt levels could limit the Group's flexibility to obtain additional financing and pursue acquisition opportunities. Interest rate fluctuations could in the future affect the Group's cash flow and financial condition in addition to the price of the Shares. There may not be a liquid market for the Shares. The trading price of the Shares may be volatile. Shareholders may be diluted if they are unable to participate in future offerings. Pre-emptive rights may not be available to U.S. holders and certain other foreign holders of the Shares. The transfer of Shares is subject to restrictions under the securities laws of the United States and other jurisdictions. The Company s ability to pay dividends is dependent on the availability of distributable reserves. Market interest rates may influence the price of the Shares. E.1 Net proceeds and estimated expenses The net proceeds from the Private Placement is NOK 26.6 million. The total costs and expenses of, and incidental to, the Private Placement are estimated to amount to approximately NOK 1.9 million. E.2a Reasons for the Private Placement and use of proceeds The proceeds from the Private Placement will be used to further grow the Company by investing in new solar power plants in Italy, strengthen the Company's balance sheet and liquidity position as well as for general corporate purposes. E.3 Terms and conditions of the Private Placement The Private Placement was directed towards existing shareholders, Norwegian investors and international institutional investors, pursuant to and in compliance with applicable exemptions from the obligation to publish an offering prospectus pursuant to the Norwegian Securities Trading Act. The New Shares were offered at a subscription price of NOK 3.00 per Share. The subscription period in the Private Placement lasted from 2 May 2016 until 27 May 2016. The payment date in the Private Placement was 7 June 2016 and the share capital increase pertaining to the Private Placement was registered with the Norwegian Register of Business Enterprises on 16 June 2016. 12
Aega ASA Prospectus E.4 Material and conflicting interests The Manager has provided from time to time, and may provide in the future, investment banking services to the Company and its affiliates in the ordinary course of business, for which it may have received and may continue to receive customary fees and commissions. The Manager, its employees and any affiliate may currently own Shares in the Company. Further, the Manager has received fees in connection with the Private Placement and, as such, has an interest in the Private Placement. See Section 16.9 Net proceeds and expenses, for information on the fees to the Manager. E.5 Selling shareholders and lock-up agreements E.6 Dilution resulting from the Scheme E.7 Estimated expenses charged to investor Not applicable. There are no selling shareholders and lock-up agreements. The Private Placement has resulted in an immediate dilution of approximately 23.8% for existing shareholders who did not participate in the Private Placement. Not applicable. The expenses related to the Private Placement will be paid by the Company. 13
Aega ASA Prospectus 2 RISK FACTORS An investment in the Shares (including the New Shares) involves inherent risk. Before making an investment decision with respect to the Shares, investors should carefully consider all of the information contained in this Prospectus, and in particular the risks and uncertainties described in this Section 2, which the Company believes are the principal known risks and uncertainties faced by the Group as of the date hereof. An investment in the Shares is suitable only for investors who understand the risks associated with this type of investment and who can afford to lose all or part of their investment. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described are not a genuine potential threat to an investment in the Shares. If any of the following risks were to materialise, this could have a material adverse effect on the Group and/or its business, results of operations, cash flow, financial condition and/or prospects, which may cause a decline in the value and trading price of the Shares, resulting in the loss of all or part of an investment in the same. The order in which the risks are presented does not reflect the likelihood of their occurrence or the magnitude of their potential impact on the Group. The information in this Section 2 is as of the date of this document. 2.1 Risks related to the Group s business and industry 2.1.1 The Group is dependent on government subsidies, incentives and supportive regulatory framework The Group depends substantially on government incentives. Without government incentives, or with reduced government incentives, the cost of electricity generated by solar power plants currently would not be competitive with conventional energy sources (e.g., nuclear power, oil, coal and gas) in most current markets, and the availability of profitable investment opportunities to the Group would be significantly lower, which could have a material adverse effect on the Group's business, financial condition, results of operations and cash flows. Political developments could lead to a material deterioration of the conditions for, or a discontinuation of, the incentives for solar power plants. It is also possible that government financial support for solar power plants will be subject to judicial review and determined to be in violation of applicable constitutional or legal requirements, or be significantly reduced or discontinued for other reasons. A reduction of government support and financial incentives for the installation of solar power plants in any of the markets in which the Group currently operates or intends to operate in the future could result in a material decline in the availability of investment opportunities, which would have a material adverse effect on the business prospects, financial condition and results of operations of the Group. The Group's current investments are located in Italy, hence subject to the same incentive scheme regime; i.e. there is limited or no risk diversification with respect to this specific risk. In this context, it should be noted that in August 2014 the Italian government has passed a law (DL n.116/2014) providing for a reduction of the incentives for solar parks. Said law has been challenged before the Italian Supreme Court for breach of certain principles of the Italian Constitution. The first hearing in front of the Supreme Court to discuss this matter will be held on 6 December 2016 and the Company expects a final decision to be rendered within the end of 2017. 2.1.2 The Group may not be able to acquire additional solar power plants at commercially attractive terms The Group s growth strategy is dependent on acquiring additional power plants. There can be no assurance that the Group will be able to acquire additional solar power plants at commercially attractive terms. There are a number of market players that consider investment in projects or solar power plants in operation. It is thus a risk that few projects are available for the Group, or that the prices for each project increases due to competition. In addition, many projects may not fulfil the Group s investment criteria. The Group's failure to successfully grow its operations could have a material adverse effect on the Group's business, financial condition, results of operations and cash flows. 2.1.3 Increasing interest rates could have a significant negative impact on the profitability of investing in solar power plants The Group plans to fund the acquisition of solar power plans with 70-80% debt in normal cases, but up to 100% debt in special cases. The target leverage ratio is approximately 75% on a portfolio level. Increasing interest rates could significantly reduce the profitability of investing in solar power plants, which could have a material adverse effect on the Group s business, prospects, financial condition and results of operations. 2.1.4 Increasing inflation could have a significant negative impact on the profitability of investing in solar power plants As the major part of the income generated by solar power plants is fixed in nominal terms and operational expenses are subject to inflation there is a risk that increasing inflation will have a material adverse effect on the profitability of the Group. 14
Aega ASA Prospectus 2.1.5 Weather variations could have a material adverse effect on the Group Even in a stable climate, the weather varies from year to year, and hence the production of energy from the solar power plants. This will influence the periodic revenues, and hence the results of operation and cash-flows of the Group. Over time the irradiation and production will likely approach the expected average, but still with the risk of less production than anticipated. However, due to climate changes it is also possible that the expected annual irradiation changes over long periods of time. It is possible that this may materially adversely influence the expected performance of a plant during its technical lifetime. 2.1.6 Falling power prices may materially reduce the Group s income and profitability The market price for electricity changes according to market conditions. In Italy, the total revenue from power sales is composed of a fixed Feed-in Tariff plus the market price for electricity. The market price component currently represents approximately 20% of revenues for the Group s current portfolio, and in certain projects even more of the power sale revenues. If local power market prices fall, the Group s revenues, results of operation and cash flow may be materially adversely affected. Power prices may be affected by a number of factors, including the level of installed photovoltaic ("PV") capacity and changes in the prices of hydrocarbons (e.g. oil, gas and carbon). 2.1.7 Increasing operating expenses could have a negative effect on the Group s profit and cash-flow The Group plans to operate and maintain the power plants according to best practice and continuous improvements in a cost efficient manner. However, increased costs related to the amount of consumables or the manpower cost may change over time. Replacement of main or auxiliary systems may come at more frequent intervals than planned. Financing, insurance and regulatory requirements may also lead to increased operating cost. This may have a material adverse effect on the Group s operating results and cash-flows. 2.1.8 The Group may suffer losses due to insufficient quality of equipment and technical breakdowns Revenues may be reduced due to insufficient quality of installed solar modules and other equipment resulting in faster than estimated degradation, and consequently lower revenues and higher maintenance costs, particularly if the product guarantees have expired or the supplier is unable or unwilling to respect its obligations. Even well-maintained high-quality solar power plants may from time to time experience technical break downs. These failures may have many different causes. Depending on the component that fails and the design of the plant, parts of or the entire capacity can be out of production for some time. There is a risk that the appropriate spare parts are not available for various reasons, causing a prolonged production stop. The grid operator may, from time to time, disconnect the solar power plant in periods of high grid loads. The power plants are typically designed to automatically reconnect, but experience shows that this is not always the case. There is also a risk of discrepancies between power meter readings and actual power production due to system or human failure. In such cases, it is upon the operator to justify claims for the correct revenue collection. If any of these events occur the Group s business could be materially adversely harmed and the value of the Shares would likely decline. 2.1.9 The Group may suffer production losses due to natural phenomena Severe weather phenomena such as strong wind, hail storms, snow and lightening or other weather phenomena may disrupt the functionality of components or even cause damage. Other phenomena that may occur are rodent damage and fires. The risk of floods, landslides, earthquakes and volcanic eruptions, and other geo hazards must be taken into account when evaluating the risk of solar power plant operations. Weather and other natural phenomena may increase operating costs as well as reduce revenues, which could materially adversely affect the Group s business, financial condition or results of operations. 2.1.10 The Group may suffer losses due to bureaucratic or executive errors and inefficiencies The operation of the power plants includes from time to time exchange of information with relevant authorities and counterparties. Such exchange and verification of documents may take time. This may influence the Group s ability to execute its business without delays. It may further happen that administrative procedures in the management of the Group are subject to inefficiencies or errors which may generate costs or losses, due to improper planning or execution of work flows. If any of these risks materialise, this may have a material adverse effect on the Group's business, financial condition, results of operations and cash flows. 15
Aega ASA Prospectus 2.1.11 The Group may suffer losses due to theft and vandalism Theft of photovoltaic modules and other equipment parts have occurred in Italy and elsewhere. Thefts and vandalism may cause loss or damage of the Group s equipment and could result in disruption of production at the Group s power plants and thereby have a material adverse effect on the Group's business, financial condition, results of operations and cash flows. 2.1.12 The Group may be negatively affected by corruption and unethical practices Infrastructure projects are generally developed in close interaction with local and regional authorities. This poses a risk of corruption or other non-compliant processes with the effect that competitors have a noncompliant, but easier access to projects. It may also be a risk that projects acquired by the Group have been developed in non-transparent or noncompliant manners prior to the acquisition. Up until the award of a license, the risk of non-compliant behaviour of a stakeholder is higher than when in production. This is a risk that is carried forward and which ultimately may under particular circumstances result in the revocation of one or several of the relevant licenses. If any of these risks materialise, this may have a material adverse effect on the Group's business, financial condition, results of operations and cash flows. Further, the Group's reputation may be materially adversely harmed. 2.1.13 The Group s insurance policies may not cover all losses which the Group may suffer The Group's power plants will customarily have insurance against damage and revenue loss due to incidents such as technical breakdown, natural phenomena and criminal actions as described above. Liability insurance is also available and applicable to all power plant operations. However, the insurance policy may not cover all foreseeable and unforeseeable events, and the Group may be exposed to losses and cost of repairs that exceed normal O&M budgets and are outside the insurance agreements. Further, under special circumstances, it could be that the amount of damages received from the insurance company is reduced due to curtailments or other reasons due to, e.g. the magnitude of the total damages to be covered. The policies and policy prices may vary over time depending on the insurance products in the market and estimated risk for the relevant operation. Any increase in insurance premiums could have an adverse effect on the Group s results of operation and cash-flows. It might further happen that the insurance company cancels the policy. If any of these risks materialise, this may have a material adverse effect on the Group's business, financial condition, results of operations and cash flows. 2.1.14 The Group is dependent on key members of the management team in Aega Solar AS The Group s success depends, to a significant extent, on the continued services of the individual members of Aega Solar AS ( Aega Solar ), who have substantial experience in the industry. The Group s ability to continue to identify and develop opportunities depends on management s knowledge of, and expertise in the industry, and on their external business relationships. There can be no assurance that any management team member will remain with Aega Solar. The management of the Group is performed by Aega Solar under relevant agreements. If Aega Solar for any reason became unable or unwilling to perform management services for the Group, this could have material negative impact on the Group. 2.1.15 The Group may be subject to changes in laws and regulations in respect of its operations The Group is subject to an extensive range of laws and regulations, including, but not limited to, rules and regulations related to land utilization, development and zoning plans, property tax and HSE (health, safety and environmental), power market and grid operation rules and regulations. If the Group fails to comply with any such laws and regulations, permits or conditions, or to obtain any necessary permits or registrations, or to extend current permits or registrations upon expiry of their terms, or to comply with any restrictive terms its current permits or registrations, then the Group may be subject to, among other things, civil and criminal penalties and, in certain circumstances, the temporary or permanent curtailment or shutdown of a part of its operations. Furthermore, changes in the legislative and regulatory framework governing the activities of the Group may have a material adverse impact on the Group s business activities, cost and profitability. 16
Aega ASA Prospectus 2.1.16 Changes in, or interpretation of, tax laws create uncertainty with regard to taxation of the Group Changes in taxation law or the interpretation of taxation law may impact the business, results of operations and financial condition of the Group. To the extent tax rules change, this could have both a prospective and retrospective impact on the Group, both of which could have a material adverse effect on the Group's operations and financial condition. 2.1.17 The Group may be negatively affected by late payments of invoices There is a risk that payments of invoices for revenues are delayed due to bureaucratic procedures. This is particularly the case in the initial period of operation, since registering changes of directors and management of a plant owning company after an acquisition takes time. The relevant authorities cannot execute their obligations towards the power plant before the formalities are notarised and registered in official records, and after this it may still take several weeks before the changes are acknowledged with business partners and authorities. The risk of this occurring is significantly reduced about 3-9 months after completed transaction activities, but delayed receivables may nonetheless have a material adverse effect on the Group s liquidity and cash-flows. 2.1.18 The Group may be negatively affected by disputes The Group will from time to time be involved in disputes in the ordinary course of its business activities. Such disputes may disrupt business operations and materially adversely affect the results of operations and the Group s financial condition. 2.1.19 Exchange ratio risk The Company is located in Norway, but has the main share of its operations through Italian subsidiaries. All revenues are denominated in EUR, while costs occur in both EUR and NOK. The Company will therefore be exposed to currency risk, primarily to fluctuations in EUR and NOK. Such fluctuations could materially adversely affect the Company s business, financial condition or results of operations. Further, to the extent the Company invests in foreign securities, such investments will entail an exchange ratio risk for the Company. 2.1.20 Loan financing Loan financing will generally increase the risk for investors compared to similar investments made without loan financing. The impact of changes in value of assets will have increased effect for the change of value of the equity when all or parts of the assets are financed by loans. 2.1.21 In order to execute the Group s investment strategy, the Group may require additional capital in the future, which may not be available To the extent the Group does not generate sufficient cash from operations, the Group may need to raise additional funds through debt or additional equity financings to execute the Group s growth strategy and to fund capital expenditures. Adequate sources of capital funding may not be available when needed or may not be available on favourable terms. The Group s ability to obtain such additional capital or financing will depend in part upon prevailing market conditions as well as conditions of its business and its operating results, and those factors may affect its efforts to arrange additional financing on satisfactory terms. If the Group raises additional funds by issuing additional shares or other equity or equity-linked securities, it may result in a dilution of the holdings of existing shareholders. If funding is insufficient at any time in the future, the Group may be unable to fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could adversely impact the Group's results of operations, cash flow and financial condition. 2.1.22 Future debt levels could limit the Group's flexibility to obtain additional financing and pursue acquisition opportunities The Group may incur additional indebtedness in the future. The level of debt could have important consequences to the Group, including the following: the Group s ability to obtain additional financing for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may be unavailable on favourable terms; the Group s costs of borrowing could increase as it becomes more leveraged; the Group may need to use a substantial portion of its cash from operations to make principal and interest payments on its debt, reducing the funds that would otherwise be available for operations, future business opportunities and dividends to its shareholders; and 17
Aega ASA Prospectus the Group s debt level may limit its flexibility in responding to changing business and economic conditions. The Group s ability to service its future debt will depend upon, among other things, its future financial and operating performance, which will be affected by prevailing economic conditions as well as financial, business, regulatory and other factors, some of which are beyond its control. If the Group s operating income is not sufficient to service its current or future indebtedness, the Group will be forced to take action such as reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt or seeking additional equity capital. The Group may not be able to effect any of these remedies on satisfactory terms, or at all. 2.1.23 Interest rate fluctuations could in the future affect the Group s cash flow and financial condition in addition to the price of the Shares The Group is exposed to interest rate risk primarily in relation to any future interest bearing debt issued at floating interest rates and to variations in interest rates of bank deposits. Consequently, movements in interest rates could in such event have material adverse effects on the Group s cash flow and financial condition. 2.2 Risks relating to the Shares 2.2.1 There may not be a liquid market for the Shares Active, liquid trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. If there proves to be no active trading market for the Shares, the price of the Shares may be more volatile and it may be more difficult to complete a buy or sell order for Shares. Even if there is an active public trading market, there may be little or no market demand for the Shares, making it difficult or impossible to resell the Shares, which would have an adverse effect on the resale price, if any, of the Shares. Furthermore, there can be no assurance that the Company will maintain its listing on Oslo Axess. A delisting from Oslo Axess would make it more difficult for shareholders to sell their Shares and could have a negative impact on the market value of the Shares. 2.2.2 The trading price of the Shares may be volatile The trading price of the Shares could fluctuate significantly, inter alia, in response to quarterly variations in operating results, general economic outlook, adverse business developments, interest rate changes, changes in financial estimates by securities analysts, matters announced in respect of competitors or changes to the regulatory environment in which the Group operates. Market conditions may affect the Shares regardless of the Group s operating performance or the overall performance in the industry. Accordingly, the market price of the Shares may not reflect the underlying value of the Group s net assets, and the price at which investors may dispose of their Shares at any point in time may be influenced by a number of factors, only some of which may pertain to the Group, while others of which may be outside the Group s control. The market price of the Shares could decline due to sales of a large number of Shares in the Company in the market or the perception that such sales could occur. Such sales could also make it more difficult for the Company to offer equity securities in the future at a time and at a price that are deemed appropriate. 2.2.3 Shareholders may be diluted if they are unable to participate in future offerings The development of the Group s business may, inter alia, depend upon the Group s ability to obtain equity financing. Unless otherwise resolved by the general meeting of the Company's shareholders (the "General Meeting") or the Board by proxy, shareholders in Norwegian public companies such as the Company have pre-emptive rights proportionate to the aggregate amount of the shares they hold with respect to new shares issued by the company. Shareholders that do not exercise granted pre-emptive rights may be diluted. Furthermore, shareholders may be unable to participate in future offerings, due to deviation from the shareholders' pre-emptive rights in order to raise equity on short notice in the investor market, or for reasons relating to foreign securities laws or other factors, and as such have their shareholdings diluted. 2.2.4 Pre-emptive rights may not be available to U.S. holders and certain other foreign holders of the Shares Under Norwegian law, prior to the Company s issuance of any new shares for consideration in cash, the Company must offer holders of the Company s then-outstanding Shares pre-emptive rights to subscribe and pay for a sufficient number of Shares to maintain their existing ownership percentages, unless these rights are waived at a General Meeting. These pre-emptive rights are generally transferable during the subscription period for the related offering and may be listed on Oslo Axess. U.S. holders of the Shares may not be able to receive, trade or exercise pre-emptive rights for new Shares unless a registration statement under the U.S. Securities Act is effective with respect to such rights or an exemption from the registration requirements of the U.S. Securities Act is available. The Company is not a registrant under the U.S. securities laws. If U.S. holders of the Shares are not able to receive, trade or exercise pre- 18
Aega ASA Prospectus emptive rights granted in respect of their Shares in any rights offering by the Company, then they may not receive the economic benefit of such rights. In addition, their proportional ownership interests in the Company will be diluted. Similar restrictions may apply to other foreign holders of Shares, including, but not limited to shareholders in Australia, Canada, Hong Kong, Japan and Switzerland. 2.2.5 Holders of Shares that are registered in a nominee account may not be able to exercise voting rights as readily as shareholders whose Shares are registered in their own names with the Norwegian Central Securities Depository Beneficial owners of the Shares that are registered in a nominee account (e.g., through brokers, dealers or other third parties) ( NOM-account ) may not be able to vote for such Shares unless their ownership is re-registered in their names with the VPS prior to the Company s General Meetings. The Company cannot guarantee that beneficial owners of the Shares will receive the notice for a General Meeting in time to instruct their nominees to either effect a reregistration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners. 2.2.6 The transfer of Shares is subject to restrictions under the securities laws of the United States and other jurisdictions The Company has not registered the Shares under the U.S. Securities Act or the securities laws of jurisdictions other than Norway and the Company does not expect to do so in the future. The Shares may not be offered or sold in the United States, nor may they be offered or sold in any other jurisdiction in which the registration of the Shares is required but has not taken place, unless an exemption from the applicable registration requirement is available, or the offer or sale of the Shares occurs in connection with a transaction that is not subject to these provisions. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or exercise subscription rights. 2.2.7 The Company s ability to pay dividends is dependent on the availability of distributable reserves Norwegian law provides that any declaration of dividends must be adopted by the shareholders at the Company s General Meeting. Dividends may only be declared to the extent that the Company has distributable funds and the Company s board of directors (the "Board of Directors" or the "Board") finds such a declaration to be prudent in consideration of the size, nature, scope and risks associated with the Company s operations and the need to strengthen its liquidity and financial position. As the Company s ability to pay dividends is dependent on the availability of distributable reserves, it is, among other things, dependent upon receipt of dividends and other distributions of value from its subsidiaries. As a general rule, the General Meeting may not declare higher dividends than the Board of Directors has proposed or approved. If, for any reason, the General Meeting does not declare dividends in accordance with the above, a shareholder will, as a general rule, have no claim in respect of such non-payment, and the Company will, as a general rule, have no obligation to pay any dividend in respect of the relevant period. 2.2.8 Investors may be unable to recover losses in civil proceedings in jurisdictions other than Norway The Company is a Norwegian public limited liability company organised under the laws of Norway. All of the members of the Company s Board of Directors and of the Company s corporate management reside in Norway. As a result, it may not be possible for investors to effect service of process in other jurisdictions upon such persons or the Company, to enforce against such persons or the Company judgments obtained in non-norwegian courts, or to enforce judgments on such persons or the Company in other jurisdictions. 2.2.9 Norwegian law may limit shareholders ability to bring an action against the Company The rights of holders of the Shares are governed by Norwegian law and by the Articles of Association. These rights may differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For instance, under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company will be prioritised over actions brought by shareholders claiming compensation in respect of such acts. In addition, it may be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions. 2.2.10 Market interest rates may influence the price of the Shares One of the factors that may influence the price of the Shares is its annual dividend yield as compared to yields on other financial instruments. Thus, an increase in market interest rates will result in higher yields on other financial instruments, which could materially adversely affect the price of the Shares. 19
Aega ASA Prospectus 3 RESPONSIBILITY FOR THE PROSPECTUS This Prospectus has been prepared in connection with the Private Placement described herein and the Listing of the New Shares on Oslo Axess. The Board of Directors of Aega ASA accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. 18 August 2016 The Board of Directors of Aega ASA Knut Øversjøen Chairman Grete Sønsteby Board member Göran Mikael Schoultz Board member Solveig Fagerheim Bugge Board member 20
Aega ASA Prospectus 4 GENERAL INFORMATION 4.1 Other important investor information The Company has furnished the information in this Prospectus. No representation or warranty, express or implied is made by the Manager as to the accuracy, completeness or verification of the information set forth herein, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Manager assumes no responsibility for the accuracy or completeness or the verification of this Prospectus and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Prospectus or any such statement. Neither the Company nor the Manager, or any of their respective affiliates, representatives, advisers or selling agents, is making any representation to any offeree or purchaser of the Shares (including the New Shares) regarding the legality of an investment in the Shares. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the New Shares. Investing in the Shares involves a high degree of risk. See Section 2 Risk Factors beginning on page 14. 4.2 Presentation of financial and other information 4.2.1 Financial information This Prospectus includes the audited annual financial statements for the Group as of and for the years ended 31 December 2014 and 2015 (the "Financial Statements"). Such Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ( IFRS ). The unaudited interim consolidated financial information for the Group as of and for the three month periods ended 31 March 2015 and 2016 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union ( IAS 34 ) (the Interim Financial Statement ), and is also included in this Prospectus. The Financial Statements and the Interim Financial Statements are together referred to as the Financial Information. The Financial Information is incorporated by reference hereto, see Section 17.3 "Incorporation by reference". On 21 January 2016, the Company acquired all the shares in Aega Yieldco AS ("Yieldco"), against a consideration of approximately NOK 75.5 million (the "Acquisition"). The consideration was settled by the issuance of 25,151,275 shares in the Company to the shareholders of Yieldco. As a result of the Acquisition, the Company has, in addition to the Financial Information, included unaudited condensed pro forma financial information (the Pro Forma Financial Information ) in this Prospectus to show how the Acquisition could have affected the Group s statement of profit or loss and other comprehensive income for the year ended 31 December 2015 as if the Acquisition occurred on 1 January 2015. As a result of the change of the business of the Company following the Acquisition, the Company decided to change the reporting currency from NOK to EUR with effect from 1 January 2016. The main revenues of the Company currently come from Italy and are denominated in EUR. Thus, the Financial Statements included in this Prospectus are presented in NOK, while the Interim Financial Statements are presented in EUR. The selected financial information as of and for the three months period ended 31 March 2015 is derived from the unaudited report for the three months period ending 31 March 2016 as this report contains comparative financial information in EUR, while the financial information in the unaudited report for the three months period ending 31 March 2015 is published in NOK. Yieldco s audited financial statements as of and for the year ended 31 December 2015 and Yieldco's subsidiaries' financial statements as of and for the year ended 31 December 2015 (the Yieldco Financial Statements ) are included in Appendix B. The audited financial statements of Yieldco, Aega Energy Prima AS, Aega Energy Seconda AS and Aega Energy Terza AS have been prepared in accordance with Norwegian Generally Accepted Accounting Principles ( NGAAP ) and are presented in NOK and have been converted to EUR for inclusion in Section 10 using the rates EUR/NOK 8.9410 being the central bank of Norway's (Norges Bank) average rate for the relevant period. The unaudited financial statements of Photo-Volt One S.r.l., DT S.r.l., Collesanto S.r.l. and JER-12 S.r.l. are prepared according to Italian Generally Accepted Accounting Principles ( IGAAP ) and are presented in EUR. 21
Aega ASA Prospectus The Pro Forma Financial Information does not purport to represent what the Company s actual statement of profit and loss would have been had the events which were the reason of the adjustments occurred on the relevant dates. The Pro Forma Financial Information does not include all of the information required for financial statements under IFRS and should be read in conjunction with the Financial Information. See Section 10 Unaudited Pro Forma Financial Information for further information about the basis of preparation of the Pro Forma Financial Information. 4.2.2 Industry and market data This Prospectus contains statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Company s future business and the industries and markets in which it may operate in the future. Unless otherwise indicated, such information reflects the Company s estimates based on analysis of multiple sources, including data compiled by professional organisations, consultants and analysts and information otherwise obtained from other third party sources, such as annual financial statements and other presentations published by listed companies operating within the same industry as the Company may do in the future. Unless otherwise indicated in the Prospectus, the basis for any statements regarding the Company s competitive position in the future is based on the Company s own assessment and knowledge of the potential market in which it may operate. The Company confirms that where information has been sourced from a third party, such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified. The Company does not intend, and does not assume any obligations to update industry or market data set forth in this Prospectus. Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. The Company has not independently verified and cannot give any assurances as to the accuracy of market data contained in this Prospectus that was extracted from these industry publications or reports and reproduced herein. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. As a result, prospective investors should be aware that statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data in this Prospectus (and projections, assumptions and estimates based on such information) may not be reliable indicators of the Company s future performance and the future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described in Section 2 Risk Factors and elsewhere in this Prospectus. 4.2.3 Other information In this Prospectus, all references to NOK are to the lawful currency of Norway, all references to EUR are to the lawful currency of the European Union. No representation is made that the NOK or EUR amounts referred to herein could have been or could be converted into NOK or EUR, as the case may be, at any particular rate, or at all. The Financial Statements and the interim financial statement as of and for the three months period ended 31 March 2015 are published in NOK, while the interim financial statement as of and for the three months period ended 31 March 2016 is published in EUR. In this Prospectus, the selected information from the Financial Statements included in Section 9 is presented in NOK, while the selected financial information from the Interim Financial Statements is presented in EUR. 4.2.4 Rounding Certain figures included in this Prospectus have been subject to rounding adjustments (by rounding to the nearest whole number or decimal or fraction, as the case may be). Accordingly, figures shown for the same category presented in different tables may vary slightly. As a result of rounding adjustments, the figures presented may not add up to the total amount presented. 4.3 Cautionary note regarding forward-looking statements This Prospectus includes forward-looking statements that reflect the Group s current intentions, beliefs or current expectations concerning, among other things, financial position, operating results, liquidity, prospects, growth, strategies and the industries and markets in which the Group operates. These forward-looking statements can be 22
Aega ASA Prospectus identified by the use of forward-looking terminology, including the terms anticipates, assumes, believes, can, could, estimates, expects, forecasts, intends, may, might, plans, projects, should, will, would or, in each case, their negative, or other variations or comparable terminology. Forward-looking statements as a general matter are all statements other than statements as to historic facts or present facts or circumstances. They appear in a number of places throughout this Prospectus, including, without limitation in Section 5 Dividend Policy, Section 6 Industry and Market Overview, Section 7 Business of the Group, and Section 9 Selected Financial and other Information, and include, among other things, statements relating to: the Group s strategy, outlook and growth prospects and the ability of the Group to implement its strategic initiatives; the Group s future results of operations; the Group s financial condition; the Group s working capital, cash flows and capital investments; the Group s dividend policy; the impact of regulation on the Group; general economic trends and trends in the Group s industries and markets; and the competitive environment in which the Group operates. Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future performance and that the Group s actual financial position, operating results and liquidity, and the development of the industries and markets in which the Group operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Prospectus. The Group can provide no assurances that the intentions, beliefs or current expectations upon which its forward-looking statements are based will occur. Although the Group believes that the expectations implied by these forward-looking statements are reasonable, the Group can give no assurances that the outcomes contemplated will materialise or prove to be correct. By their nature, forward-looking statements involve and are subject to known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, outcomes may differ materially from those set out in any forwardlooking statement. Important factors that could cause those differences include, but are not limited to: disruptions to production; implementation of the Group's strategy and its ability to further expand its business and growth; technological changes and new products and services introduced into the Group s market and industry; ability to acquire new solar power plants and maintain existing plants; the competitive nature of the business the Group operates in and the competitive pressure and changes to the competitive environment in general; loss of customers; earnings, cash flow, dividends and other expected financial results and conditions; fluctuations of exchange and interest rates; changes in general economic and industry conditions; political and governmental and social changes; changes in the legal and regulatory environment; environmental liabilities; changes in consumer trends; access to funding; and legal proceedings. Additional factors that could cause the Group s actual results, performance or achievements to differ materially include, but are not limited to, those discussed under Section 2 Risk Factors. Investors are urged to read all sections of this Prospectus and, in particular, Section 2 Risk Factors for a more complete discussion of the factors that could affect the Group s future performance and the industry in which the Group operates when considering an investment in the Company. These forward-looking statements speak only as of the date of this Prospectus. Save as required by Section 7-15 of the Norwegian Securities Trading Act or by other applicable law, the Company expressly disclaims any obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Group or to persons 23
Aega ASA Prospectus acting on the Group s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus. Accordingly, prospective investors are urged not to place undue reliance on any of the forward-looking statements herein. 24
Aega ASA Prospectus 5 DIVIDEND POLICY 5.1 Dividend policy In deciding whether to propose a dividend and in determining the dividend amount, the Board of Directors will take into account legal restrictions, as set out in the Norwegian Public Limited Liability Companies Act of 13 June 1997 No 45 (the Norwegian Public Limited Liability Companies Act ) (see Section 5.3 Legal constraints on the distribution of dividends ). Under the current dividend policy adopted by the Board of Directors, the Company intends to pay quarterly dividends, and distribute excess cash generated, adjusted for working capital need, to shareholders. The Company aims at quarterly payments of 2.5% of the value per Share in the Acquisition (NOK 3.00), subject to the limitation described above. There can be no assurances that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be in the range contemplated by the policy. Further, the Company's dividend policy may change in the future. Holders of the New Shares will be entitled to dividends declared after registration of the share capital increase pertaining to the New Shares in the Norwegian Register of Business Enterprises. 5.2 Distributed dividends The Company has since its incorporation distributed the dividends set out in the table below. Dividend amount per Share (NOK) Number of Shares Total dividend Dividend per current share 1 Annual dividend 2012... 2.5 2,209,020 5,522,550 0.154 Annual dividend 2013... 2.5 2,209,020 5,522,550 0.154 Dividend 20 March 2014... 32.0 2,209,020 70,688,640 1.999 Dividend 17 June 2014... 3.0 2,209,020 6,627,060 0.187 Dividend 22 September 2014... 7.0 2,209,020 15,463,140 0.437 Dividend 29 February 2016... 0.0265 27,360,295 725,048 0.020 Dividend 31 May 2016... 0.075 27,360,295 2,052,022 0.057 1 Total dividend divided by current number of shares (35,360,957 shares). 5.3 Legal constraints on the distribution of dividends Dividends may be paid in cash, or in some instances, in kind. The Norwegian Public Limited Liability Companies Act provides the following constraints on the distribution of dividends applicable to the Company: Section 8-1 of the Norwegian Public Limited Liability Companies Act provides that the Company may distribute dividends to the extent that the Company s net assets, following the distribution covers (i) the share capital, (ii) the reserve for valuation variances and (iii) the reserve for unrealised gains. The amount of any receivable held by the Company which is secured by a pledge over Shares in the Company, as well as the aggregate amount of credit and security which, pursuant to Section 8 7 to 8-10 of the Norwegian Public Limited Liability Companies Act fall within the limits of distributable equity, shall be deducted from the distributable amount. The calculation of the distributable equity shall be made on the basis of the balance sheet included in the approved annual accounts for the last financial year, provided, however, that the registered share capital as of the date of the resolution to distribute dividends shall be applied. Following the approval of the annual accounts for the last financial year, the General Meeting may also authorise the Board of Directors to declare dividends on the basis of the Company s audited annual accounts. Dividends may also be resolved by the General Meeting based on an interim balance sheet which has been prepared and audited in accordance with the provisions applying to the annual accounts and with a balance sheet date not further into the past than six months before the date of the General Meeting s resolution. Dividends can only be distributed to the extent that the Company s equity and liquidity following the distribution is considered sound by the Board of Directors, acting prudently. In deciding whether to propose a dividend and in determining the dividend amount, the Board of Directors will take into account legal restrictions, as set out in the Norwegian Public Limited Liability Companies Act, the Company s capital requirements, including capital expenditure requirements, its financial condition, general business conditions and any restrictions that its contractual arrangements in place at the time of the dividend may place on its ability to 25
Aega ASA Prospectus pay dividends and the maintaining of appropriate financial flexibility. Except in certain specific and limited circumstances set out in the Norwegian Public Limited Liability Companies Act, the amount of dividends paid may not exceed the amount recommended by the Board of Directors. The Norwegian Public Limited Liability Companies Act does not provide for any time limit after which entitlement to dividends lapses. Subject to various exceptions, Norwegian law provides a limitation period of three years from the date on which an obligation is due. There are no dividend restrictions or specific procedures for non-norwegian resident shareholders to claim dividends. For a description of withholding tax on dividends applicable to non- Norwegian residents, see Section 15 Taxation. 5.4 Manner of dividend payments Any future payments of dividends on the Shares will be denominated in the currency of the bank account of the relevant shareholder, and will be paid to the shareholders through the VPS. Shareholders registered in the VPS who have not supplied the VPS with details of their bank account, will not receive payment of dividends unless they register their bank account details with the VPS registrar. The exchange rate(s) that is applied when denominating any future payments of dividends to the relevant shareholder's currency will be the VPS registrar's exchange rate on the payment date. Dividends will be credited automatically to the VPS registered shareholders accounts, or in lieu of such registered account, at the time when the shareholder has provided the VPS registrar with their bank account details, without the need for shareholders to present documentation proving their ownership of the Shares. Shareholders' right to payment of dividend will lapse three years following the resolved payment date for those shareholders who have not registered their bank account details with the VPS registrar within such date. Following the expiry of such date, the remaining, not distributed dividend, will be returned from the VPS registrar to the Company. 26
Aega ASA Prospectus 6 INDUSTRY AND MARKET OVERVIEW 6.1 Introduction The Company s business activity consists, following the Acquisition, as described in Section 7.2 "The Acquisiton", solely of investing in the Italian secondary solar market and operating the acquired solar power plants. This chapter provides an overview of the market for secondary solar power plants in Italy. 6.2 General Italy has been one of Europe s top performers for solar park installations until 2012, when construction activity was dramatically reduced due to a reform of the country s generous support policies for renewable energy in an attempt to control costs. 6.2.1 Historical development of installed solar power capacity in Italy The total installed solar power capacity in Italy reached 18.9 GWp in 2015. As highlighted in the graph below, construction of new projects boomed in the years leading up to 2012 when the generous support policies was reformed. Construction of new projects has dropped significantly following the reform. 20 18 16 14 12 10 8 6 4 2 0 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total PV installed capacity in Italy (GW) Source: Bloomberg New Energy Finance (BNEF) and PHOTON International 6.2.2 Revenue components The operating revenue for a solar power plant is a function of produced volume (kwh of electricity) and the achieved selling price per kwh. The selling price for the Company s solar parks can be divided into two components (i) the Feedin Tariff ( FiT ), and (ii) the market price of electricity. 6.2.2.1 Feed-in Tariff (FiT) The Feed-in Tariff is a fixed nominal fee that is paid to the operator of a solar power plant for each kwh of produced electricity over the 20 year contract period. Payment of FiT is managed by Gestore dei Servizi Energetici ( GSE ), 27
Aega ASA Prospectus which is a governmental agency with the purpose of promoting and supporting renewable energy sources in Italy. The fixed Feed-in Tariff received from GSE typically represents approximately 80-90% of the solar power plant revenues. Since 6 July 2013, FiTs are no longer available to newly permitted PV projects. 6.2.2.2 Market price The actual wholesale price of electricity is paid to the operator of a solar power plant for each kwh of produced electricity the system feeds into the electrical grid (an interconnected network for delivering electricity from suppliers to consumers). The system operator can decide whether to sell the electricity on the spot market or agree on a fixed contract. The wholesale power price in Italy has been fairly volatile since 2004, and the price increased from just above 50 EUR/MWh in 2004 to the peak level of 80-90 EUR/MWh in 2008. In recent years, the price has dropped to between 40-50 EUR/MWh. The construction of PV plants and wind between 2008 and 2012 and the decrease in electricity consumption are seen as the main forces behind the price decrease by the Italian regulatory Authority for Electricity, Gas and Water. 100 90 80 70 60 50 40 30 20 10 0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD Average National Single Price Italy (EUR/MWh) Source: http://www.mercatoelettrico.org/ as of 11 July 2016. According to the Italian regulatory Authority for Electricity, Gas and Water, consumption of electricity has fallen from about 340 TWh in 2008 to 310 TWh in 2014. In 2015 the electricity consumption increased 1.5% and ended at about 315 TWh. The Italian domestic production in 2015 was 270 TWh which represents a small increase from 269 TWh in 2014. From the top domestic production in 2009, the production has decreased about 10%. The gap between consumed and produced electricity is imported. In 2015 PV plants produced 7.8% of the electricity consumed. 6.2.3 The 2014 retroactive policy change In 2014, the Italian government approved law n. 116/2014. Said law changed, with retroactive effect, the incentives regime, by reducing the compensation paid to owners of solar power plants built under Conto Energia II, III, IV and V and larger than 200kW, starting from January 2015. The owners of PV plants were asked to choose one out of four options: 1. Accept a flat 6-8% reduction in FiT payments over the entire FiT period, depending on the plant size; 28
Aega ASA Prospectus 2. Accept a larger reduction, of 17-25%, but get an extension of the FiT to 24 years, instead of the standard 20; 3. Maintain the 20 years FiD payment period but accept reduced payments in the first half period, to be compensated the second half; or 4. Liquidate the remaining cash flows at a discount rate. Option number 1 above has been chosen for all of the Groups solar power plants (as further described in Section 7.5.5 below), except from one, Piano Molino, where option 3 above was chosen. For option 1, the yearly FiT reduction corresponding to system size is set out in the table below: Project size Yearly FiT % reduction 200 500 kw 6% 500 900 kw 7% >900 kw 8% Owners who chose option 2 accepted a cut in the remaining FiT period depending on the age of the project, and the corresponding reductions are set out in the table below: Remaining Incentive Period FiT % reduction 12 years 25% 13 years 24% 14 years 22% 15 years 21% 16 years 20% 17 years 19% 18 years 18% 19 years or more 17% The Italian government s changes to the renewable incentives triggered distress amongst some owners of solar power plants, especially smaller operators, and Lazio s administrative court questioned the legality of the retroactive PV reductions in June 2015, by referring the legitimacy of the law to the Italian Supreme Court. The first hearing before the Supreme Court to discuss this matter will be held on 6 December 2016 and the Company expects a final decision to be rendered within the end of 2017. 6.3 Market information specific for the Company s investments Aega will focus on a niche of the Italian secondary solar market consisting of parks having a size between 1 MW up to 5 MW (the Small Parks ). In Italy the Small Parks currently represent approximately 8 GW out of the 18 GW of installed solar power capacity. Owners of Small Parks are usually less professional investors than those investing in the segment of larger parks (>5 MW). The investors in Small Parks are typically local investors and land owners since the transaction size is often too small for larger investment funds and international investors. Each investment opportunity is tested against the Company s strict investment criteria set out in clause 7.5.4 below. Aega Solar has estimated that roughly 2,000 MW meet the Company s strict investment criteria. 6.4 Competition Since 2008 international financial investors have invested in the solar market. Some of the investors own large portfolios in markets such as in Italy, Germany and France. In the Nordic region there are a few players that offer power plant investments to the retail and the institutional market. For instance, Scatec Solar ASA is relatively well known in the Nordic region, but has a different business model than the Company as it also entails project development and invests mainly outside Europe. 29
Aega ASA Prospectus In the Italian solar space, the number of transactions has increased in 2015 and the first quarter of 2016, especially for parks larger than 5 MW. The largest players are either infrastructure funds such as F2i SGR and Quercus Assets Selection, or pension/insurance funds such as German Gothaer Insurance Group and Swiss Life Asset Managers. In the segment for parks below 5 MW the Competitors of the Company are typically family investment companies that invest in a large variety of industries. The Company believes that the solar energy market will attract even more financial investors in the next years. 30
Aega ASA Prospectus 7 BUSINESS OF THE GROUP 7.1 Introduction The Company business consists in investing in the Italian secondary solar market and operating the acquired solar power plants. The acquisition process and the operations of the PV plants are carried out by the Company s manager, Aega Solar. 7.2 The Acquisition This section provides an overview of the Company s acquisition of 100% of the shares in Yieldco and the change in strategic direction of the Company relating thereto. On 21 January 2016 Aega completed the Acquisition and purchased of 100% of the issued shares in Yieldco, against a consideration of approximately NOK 75.5 million. The consideration was settled by the issuance of 25,151,275 shares in Aega, valued at NOK 3.00 per share, to the shareholders of Yieldco on 21 January 2016. Prior to the Acquisition, the Company was an investment company, which was created to exploit the market situation to make opportunistic financial investments in banks and financial institutions in the Nordic region. The Company is a Norwegian public limited company. It was incorporated as a private limited company through a demerger from Nordisk Finans Invest AS on 28 September 2011 and was subsequently converted into a public limited company on 29 September 2011. The Company was listed on Oslo Axess under the name Nordic Financials ASA on 7 November 2011, with the ticker code NOFIN. The Company had an agreement on active management of its investments with Warren Capital AS until the first quarter of 2014, when the agreement was terminated. The agreement meant that the asset manager took the ongoing investment decisions on behalf of the Company. The agreement laid the framework for portfolio diversification and risk exposure, and the manager invested within these limits based on its view of the market. As a result of the termination of the agreement with Warren Capital AS, the Board of Directors took over the management of the Company s investments. Portfolio investments were realized in 2014 and excess liquidity was used to repay loans and distribute dividends to shareholders. Except for a small investment in shares in Wilson ASA, and a small investment in bonds issued by Polarcus Ltd., the Company has now realised all of its investment portfolio. The Board of Directors also initiated discussions with certain of the Company's major shareholders relating to the future strategy of the Company. In the fall of 2015, Aega Solar acquired a large shareholding in the Company. The shareholders of the Company appointed a new Board of Directors at an Extraordinary General Meeting held on 18 December 2015, and the Company subsequently decided to conduct a shift of the Company's focus from traditional equity investments to direct investments in secondary solar parks in Italy through an investment in Yieldco. Yieldco is a Norwegian private limited liability company organized under the laws of Norway, including the Norwegian Private Limited Liability Companies Act, and with organisation number 916 192 134. Yieldco's registered office is Oscars gate 52, 0258 Oslo, Norway, but it has its operating offices in both Oslo, Norway and Trento, Italy. Yieldco is a solar utility company that acquires and operates solar power plants. Yieldco is structured as a holding company of unique special purpose vehicles (SPVs) being the beneficial owners of the solar power plants. Yieldco has no employees and the management of Yieldco's investments is performed by Aega Solar in accordance with the Management Agreement described in Section 7.6.1 ("Management agreement"). The Acquisition represented a change in strategic direction for the Company to investments in secondary solar parks in Italy. As a consequence of the strategic shift, the Company was on 18 January 2016 renamed Aega ASA. The shares issued as consideration in connection with the Acquisition were listed and admitted to trading on Oslo Axess on 1 March 2016. 7.3 The acquisition of Piano Molino S.r.l. 7.3.1 General On 24 June 2016, the Company acquired from the Italian solar industry player Solis SpA, the entire share capital of Piano Molino S.r.l, an Italian limited liability company owing a 1 MW solar plant located in Casoli, Abruzzo. The 31
Aega ASA Prospectus purchase price was EUR 1,200,000 and the parties agreed that the solar plant shall be returned to the seller, Solis SpA, after the expiry of the FiT. Piano Molino S.r.l. owns a 1 MW solar park located in Casoli. The plant is a fixed ground mounted system, is six years into its 20-year concession period, and delivers an internal rate of return (IRR) in line with the Group's current assets and overall investment target (estimated to 15.5% before management fees and optimizations). Mr. Lars Dysterud Hansen from Aega Solar is the appointed sole director of Piano Molino S.r.l. The management of the solar park will be performed by Aega Solar in accordance with the Management Agreement. Piano Molino S.r.l has no employees. As a result of the transaction, the Group increased its total installed capacity from 5 MW to 6 MW. The growth target of the Group is to reach 50 MW installed capacity by the end of 2017, and any acquisition is an important step in that direction. 7.3.2 Purchase price allocation The Company's purchase price allocation for Piano Molino S.r.l. is set out in the table below. In EUR (unaudited figures) Fair value recognized on acquisition Current assets & liabilities -27,845 Cash, bank & securities 0 Receivables 132,752 Inventories, advances to suppliers etc. 2,768 Accounts payable and accrued liabilities -83,760 Tax withholdings, public fees, payroll tax, etc. -79,605 Other current liabilities 0 Long term positions 1,227,845 Deferred tax -66,628 Power plant, equipment and land 2,938,290 Derivative agreement -40,712 Long term financing -1,603,104 Assets identified for acquisition -1,200,000 Paid for corporate capital at closing -960,000 Paid into escrow -240,000 Consideration not allocated 0 The difference between the consideration and identified assets of EUR 318,330 has been allocated to the solar power plant. The payment for corporate capital has been split in two, EUR 960,000 was paid directly to Solis SpA and EUR 240,000 has been transferred to an escrow account held by an Italian notary. The escrow amount will be released on certain conditions defined in the purchase agreement between Solis SpA and the Company. 7.4 History and development of the Group The Company was incorporated in Norway on 1 July 2011 under the name Nordic Financial AS by a demerger of Nordisk Finans Invest AS. Shortly after, on 7 October, the Company was converted into a public limited liability company and changed its name to Nordic Financial ASA. The shares in the Company were listed on Oslo Axess on 7 November 2011 under the ticker code "NOFIN". An annual dividend of NOK 2.50 per share was distributed in both 2012 and 2013. 32
Aega ASA Prospectus A new Board of Directors was elected at the extraordinary General Meeting held on 10 January 2014. The new Board of Directors found that the shareholders would be better off if the Company's funds were returned to the shareholders, and hence the Company decided to return the lion's share of the available funds by execution of three distributions of dividend of NOK 32 per share, NOK 3 per share and NOK 7 per share, respectively. The active management agreement with Warren Capital AS mentioned above in Section 7.2 was terminated on 12 February 2014. In 2015, a new Board of Directors and election committee was elected at the extraordinary General Meeting held on 18 December. On 21 December, the Company announced the signing of a letter of intent to acquire Yieldco, representing a change in strategic direction for the Company to include investments in secondary solar parks in Italy and operating the acquired solar power plants. In 2016, a new Board of Directors was elected at an extraordinary General Meeting held on 18 January. Following the extraordinary General Meeting the Company changed its name to AEGA ASA and signed a share purchase agreement to acquire 100% of the shares in Yieldco. As a result of the Acquisition, the Company changed its strategy to purchase, maintain and operate SPPs located in Italy. Reference is made to section 7.2 above for a further description of the Acquisition. In 2016 the Company also changed to a quarterly dividend policy and distributed dividend of NOK 0.0265 per share in January 2016 and NOK 0,0750 in May 2016. The next distribution of dividend of NOK 0.0750 per share will be carried out on 31 August 2016. 7.5 Business of the Group 7.5.1 Objectives and strategy The Group acquires and manages Italian limited liability companies (SPVs) owing solar power plants in Italy. The SPVs can be purchased directly by the Company or indirectly by a subsidiary of the Company. This structure gives flexibility in case of potential restructurings of the assets, and minimizes potential operational and financial risks by isolating the SPV affected by the potential issue. The profits generated by the SPVs will be transferred to the Company in the form of dividends or group contributions. The Company and Aega Solar will focus on maximizing the Company's shareholders value through best practice operations. 7.5.2 Business plan 7.5.2.1 Main strategic objectives In the Group s current two-year business plan two main strategic objectives have been indicated: 1. The growth target of the Group is to reach 50 MW installed capacity of solar plants by the end of 2017. 2. The Group's objective is to pay quarterly dividends of 2.5% of the value per Share in the Acquisition (NOK 3.00) by distributing excess cash generated from the power plants, adjusted for working capital needs, to its shareholders. 7.5.2.2 The key assumptions upon which the business plan is based and sensitivity analysis Availability of attractive projects As further described in the risk factor set out in Section 2.1.2, the growth and dividend objectives will depend on solar plants being available at commercially attractive terms in compliance with the Group's investment criteria. The solar plants have to be available at such terms before the end of 2017 in order for the Group to reach its strategic objective within the planned timeline. Availability of financing I order to reach the target of 50 MW installed capacity of solar plants by the end of 2017, the Group will need access to financing at commercially attractive terms. Any failure or delay in acquiring such financing will most likely mean 33
Aega ASA Prospectus that the Group will not reach said target within the set time frame. Reference is in this regard made to the risk factor described in Section 2.1.21. Interest rates As discussed in the risk factor described in Section 2.1.3, the individual solar parks the Group is targeting are normally financed with 70-80% debt. Such debt levels will be required in order for the Group to be able to pay the target dividend. However, the ability to distribute the target divided will also, among other factors, on the be dependent on the interest level on the financing. To mitigate this risk, the Group normally takes over, or enters into, new interest swap contracts to fix the interest rate when new plants are acquired, but there can be no assurance that the target dividend will be distributed in the future. Changes in FiT The Group has one costumer that accounts for above 80% of the Group's revenue, namely GSE. As further described in the risk factor described in Section 2.1.1, any new retroactive cuts in the FiT will severely damage the Group's capability to distribute the target dividend. Management team in Aega Solar As further described in the risk factor in Section 2.1.14, the Group s success is also dependent on the management team in Aega Solar. In particular, Aega Solar is important in the process of identifying new investment opportunities. The Company currently has an exclusive contract with Aega Solar until the end of 2017. Competitors If more competitors start buying parks within the Group s investment scope, it could possibly make it difficult for the Group to reach its current strategic objectives. Reference is made to Section 6.4 "Competition" for further information regarding competitors. 7.5.3 Group structure Reference is made to the chart included in Section 13.2 setting out the structure of the Group. 7.5.4 Investment criteria Each investment opportunity is tested against the Company s strict investment criteria. The investment focus can be summarized as targeting; 1. High quality parks with low risks, as determined by the management company and external professional advisers. 2. Smaller parks (1-5 MW) reaping economies of scale from being a professional and focused manager. 3. Fixed ground mounted solar parks, representing lower technical and operational risk. 4. Projects with geographic focus in the northern part of Italy, aiming at decreased business environment risks. 5. Projects offering adequate risk weighted yield and return potential. 6. Legally sound projects with no red flags. 7. Projects with potential for performance improvements. 34
Aega ASA Prospectus 7.5.5 Description of the owned power plants 7.5.5.1 General The Company currently owns a portfolio of six individual solar parks in Italy with an installed capacity of 6 MW. The Company focuses on acquisitions of smaller existing and operating solar parks (below 5 MW capacity), meeting the investment criteria included above. 7.5.5.2 Photo-Volt One S.r.l The power plant named Montalto, owned by the SPV Photo-Volt One S.r.l, is located in the municipality of Montalto di Castro in the Lazio region. The solar park is ground mounted and has an installed capacity of 997.5 kw. The annual base case production (i.e. the expected annual production) is 1.19 GWh. The annual production (measured in kwh/mwh/gwh) equals the installed capacity (measured in kwp/mwp/gwp) multiplied by the annual solar irradiation (measured as inflow per m 2 ). The power plant commenced commercial operation in August 2011 and was purchased by the Group in the third quarter of 2014. 7.5.5.3 Terni (DT S.r.l) The power plant named DT, owned by the SPV DT S.r.l, is located in the municipality of Terni in the Umbria region. The solar park is ground mounted and has an installed capacity of 995.22 kw. DT has an annual base case production of 1.32 GWh. The power plant commenced commercial operation in April 2011 and was purchased by the Group in the second quarter of 2015. 7.5.5.4 Narni (Collesanto S.r.l) The power plant named Collesanto Narni, owned by the SPV Collesanto S.r.l, is located in the municipality of Narni in the Umbria region. The solar park is ground mounted and has an installed capacity of 990 kw. The annual base case production is 1.39 Gwh. The power plant commenced commercial operation in January 2011 and was purchased by the Group in the second quarter of 2015. 7.5.5.5 Porchiano /Amelia (Collesanto S.r.l) Collesanto S.r.l also owns the power plant named Porchiano located in the municipality of Amelia in the Umbria region. The solar park is ground mounted and has an installed capacity of 997.6 kw. The annual base case production is 1.39 Gwh. The power plant commenced commercial operation in April 2011 and was purchased by the Group in the second quarter of 2015. 7.5.5.6 Magnacavallo (JER-12 S.r.l) The power plant named Magnacavallo, owned by the SPV JER-12 S.r.l, is located in the municipality of Magnacavallo in the Lombardia region. The solar park is ground mounted and has an installed capacity of 992.64 kw. Magnacavallo has an annual base case production of 1.17 GWh. The power plant commenced commercial operation in April 2011 and was purchased by the Group in the second quarter of 2015. 7.5.5.7 Piano Molini (Piano Molino S.r.l) The power plant named Piano Molino, owned by the SPV Piano Molino S.r.l, is located in the municipality of Casoli in the Abruzzo region. The solar park is ground mounted and has an installed capacity of 999.58 kw. Piano Molino has an annual base case production of 1.33 GWh. The power plant commenced commercial operation in December 2009 and was purchased by the Group on 24 June 2016. 7.6 Material contracts 7.6.1 Management agreement The Company entered into a management agreement with Aega Solar on 11 April 2016 regarding operations of the solar park portfolio, sourcing of new investments, due diligence and other services related to the solar plant business for the Group (the "Management Agreement"). The General Meeting approved the Management Agreement on 18 May 2016. Pursuant to the Management Agreement, the Company has appointed Aega Solar, which may also act through a subsidiary (in any case referred to as "Aega Solar"), as manager of sourcing and transaction services and operational management services. Aega Solar shall not be allowed to conduct management services for parties other than the Group for a period ending on the earlier of (i) 5 years from signing of the Management Agreement and (ii) such date when the Company has obtained a market capitalization of at least NOK 1 billion on a regulated stock market, but in 35
Aega ASA Prospectus any case no earlier than 31 December 2017 (the Exclusivity Period ), unless the Company has given its prior explicit and written consent and provided that routines are established to minimize potential conflicts of interests. After the Exclusivity Period, Aega Solar shall be free to perform sourcing and management operations for other parties. To the extent Aega Solar chooses to do such work for other parties, the Company shall also be released of its exclusivity and be free to engage other parties for sourcing and management operations services for any subsequent investments made by the Company. As consideration for the services provided, Aega Solar shall be entitled to (i) a fixed annual base fee of NOK 3 million until the time the Company has made equity investments of at least NOK 500 million, (ii) a variable annual base fee of 2.5% of invested equity in projects acquired after the date of the Management Agreement ("New Investments"), (iii) an annual success fee of 23% of free cash flow available for distribution to the shareholders of the Company from New Investments exceeding 7.5% of invested equity in New Investments and (iv) for the investments made prior to the date of the Management Agreement, an annual fixed fee of 1% of the original gross enterprise value of such investments. According to the Management Agreement, the parties shall agree on a new compensation model when the first of the following occurs: (i) the Company has made equity investments of more than NOK 1 billion or (ii) 31 December 2017. The Management Agreement shall remain in force in relation to each of the Company's investments until the expiry of the FiT for each power plant and may not be terminated by the Company unless explicitly set out in the Management Agreement. Aega Solar may in addition terminate the Management Agreement without cause in writing with 6 months' notice at any time after the date falling 54 months after the execution of the Management Agreement. 7.6.2 Other material agreements Save for the Management Agreement described in Section 7.6.1, no company in the Group has entered into any other material contract outside the ordinary course of business for the two years prior to the date of this Prospectus. Further, no company in the Group has entered into any other contract outside the ordinary course of business which contains any provision under which any member of the Group has any material obligation or entitlement. 7.7 Environment The Group's waste management will be done within current regulations, and there is no danger of emissions from SPPs. Material recycling value is expected to exceed the dismantling and recycling cost. There are no environmental issues that may affect the Group's utilisation of the tangible fixed assets. 7.8 Legal proceedings The Company holds 100,000 shares in the listed company Wilson ASA. In accordance with the Norwegian Public Limited Liability Companies Act, which requires a majority owner with a holding of more than 90% of the shares to buy the remaining shares if required by any of the minority shareholders, the Company has required the majority owner of Wilson ASA to buy the remaining shares. The majority owner has confirmed that it is required to do so. However, there is a dispute regarding the valuation of the shares. The Company is of the opinion that the fair value is around NOK 22-23 per share, consistent with Wilson ASA's booked equity, while the offer from the majority owner initially was NOK 12 per share. A case of valuation was held in the Haugaland court of first instance in April 2016 and on 6 May 2016 the court determined the value to be NOK 10.60 per share. The court also decided that the Company should bear its own and the other party s costs in relation to the case. The Company has appealed the decision. In the Interim Financial Statements, a value of NOK 10.60 per share has been used and a provision for potential case costs has been made. The Group is currently involved in a tax dispute with the Italian tax authorities with respect to two of the Group's Italian subsidiaries. Italian tax authorities have claimed repayment from the Group of approximately EUR 630,000. The Group has disputed the claim and negotiations with the Italian tax authorities have been initiated with a view to reaching a settlement. The Group s view is that any liability deriving from said claims is covered by the warranties provided for in the share purchase agreements signed with the seller of the relevant plants. From time to time, the Group may become involved in litigation, disputes and other legal proceedings arising in the normal course of business. Such claims, even if lacking merit, could result in the expenditure of significant financial 36
Aega ASA Prospectus and managerial resources. Other than as described above, the Group is not, nor has it been during the course of the preceding 12 months, involved in any legal, governmental or arbitration proceedings which may have, or has had in the recent past, significant effects on the Group's and/or the Group's financial position or profitability, and the Group is not aware of any such proceedings which are pending or threatened. 7.9 Dependency on contracts, patents, licenses etc. It is the Company s opinion that the Group s existing business or profitability is not dependent upon any contracts, except for the Management Agreement described in Section 7.6.1. It is further the opinion of the Company that the Group s existing business or profitability is not dependent on any patents or licenses. 7.10 Principal investments For a description of the Company's principal investments, reference is made to the annual financial statements for the Group as of and for the year ended 31 December 2015 incorporated by reference in hereto, see Section 17.3 Incorporation by reference. In addition, the Company has carried out the Acquisition and the acquisition of Piano Molino S.r.l. as further described in Section 7.2 and Section 7.3, respectively. 37
Aega ASA Prospectus 8 CAPITALISATION AND INDEBTEDNESS 8.1 Capitalisation and indebtedness The tables below should be read in conjunction with the information included elsewhere in this Prospectus, including Section 9 Selected financial and other information and the Financial Statements incorporated by reference hereto, see Section 17.3 Incorporation by reference. The tables set forth the unaudited capitalisation and net financial indebtedness of the Group on an actual basis as at 30 June 2016, reflecting both the Private Placement and the acquisition of Piano Molino S.r.l as described in Section 7.3 "The acquisition of Piano Molino S.r.l.". There has been no material change to the Group s capitalisation and net financial indebtedness since 30 June 2016. Capitalisation In EUR As of 30 June 2016 Actual (uaudited) Indebtedness Total current debt... 2,645,886 - Guaranteed... 0 - Secured,... 730,166 - Unguaranteed/unsecured... 1,915,720 Total non-current financial debt... 10,576,432 - Guaranteed... 0 - Secured... 10,576,432 - Unguaranteed/unsecured... 0 Total indebtedness... 13,222,319 Shareholders equity a. Share capital... 3,858,911 b. Additional paid-in capital... 6,779,125 c. Legal reserve... 0 d. Cumulative transactions adjustment... 0 e. Retained earnings... -3,770,404 Total equity... 6,867,632 Total capitalisation... 20,089,950 Indebtedness In EUR As of 30 June 2016 Actual (uaudited) Net indebtedness (A) Cash... 1,627,318 (B) Cash equivalents... 0 (C) Interest bearing receivables... 0 (D) Liquidity (A)+(B)+(C)... 1,627,318 (E) Current financial receivables... 0 (F) Current bank debt... 0 (G) Current portion of long-term debt... 730,166 (H) Other current financial liabilities... 1,915,720 (I) Current financial debt (F)+(G)+(H)... 2,645,886 (J) Net current financial indebtedness (I)-(E)-(D)... 1,018,569 38
Aega ASA Prospectus Indebtedness In EUR As of 30 June 2016 Actual (uaudited) (K) Long-term interest bearing debt... 10,576,432 (L) Bonds issued... 0 (M) Other non-current financial liabilities... 0 (N) Non-current financial indebtedness (K)+(L)+(M)... 10,576,432 (O) Net financial indebtedness (J)+(N)... 11,595,001 8.2 Working capital statement The Company is of the opinion that the working capital available to the Group is sufficient for the Group s present requirements, for the period covering at least 12 months from the date of this Prospectus. 8.3 Contingent indebtedness As of 30 June 2016 and as of the date of the Prospectus, the Group did not have any contingent or indirect indebtedness. 39
Aega ASA Prospectus 9 SELECTED FINANCIAL AND OTHER INFORMATION 9.1 Introduction The following tables present selected Financial Information in respect of the Group. Unless otherwise stated herein, the selected financial information as of and for the financial periods ended 31 December 2014 and 2015, and the selected interim financial information as of and for the three month periods ended 31 March 2015 and 2016, have been derived from and are based on the Financial Statements and the Interim Financial Statements, respectively. The selected financial information should be read in connection with and is qualified in its entirety by reference to the Financial Statements and the Interim Financial Information, hereunder the auditor s reports and accounting policies, incorporated by reference hereto, see Section 17.3 Incorporation by reference. The Company decided to change the reporting currency from NOK to EUR with effect from 1 January 2016 due to the change of business of the Company following the Acquisition. For this reason, the tables for the financial periods ended 31 December 2014 and 2015 and the tables for the selected interim financial information as of and for the three month periods ended 31 March 2015 and 2016 are separated below. The selected financial information as of and for the three months period ended 31 March 2015 included in the tables below is derived from the unaudited report for the three months period ending 31 March 2016 as this report contains comparative financial information in EUR, while the financial information in the unaudited report for the three months period ending 31 March 2015 is in NOK. In addition, and as shown in the tables below, the change of business of the Company has also resulted in change of itemisation in the accounts with effect from 1 January 2016. 9.2 Statement of income The table below sets out selected data from the Group s statement of income for the years ended 31 December 2014 and 2015. In NOK Year ended 31 December 2015 (audited) 2014 (audited) Revenue Interest income... 22,085 289,590 Received dividends... 50,000 2,660,350 Fair value gains/(losses) on financial assets at fair value through profit or loss... 651,985-5,140,556 Net revenue... 724,070-2,190,616 Operating cost Management services... 0-722,758 Administrative expenses... 858,188 2,334,465 Total operating cost... 858,188 1,611,707 Operation profit... -134,118-3,802,323 Finance cost... -160,000-391,940 Profit before income tax... -294,118-4,194,263 Income tax expense... 0 0 Profit for the period... -294,118-4,194,263 Other comprehensive income Other comprehensive income... 0 0 Total comprehensive income for the period... -294,118-4,194,263 Earnings per share Continuing operations Basic = Diluted... -0.13-1.90 The table below sets out selected data from the unaudited statement of income for the Group for the three months ended 31 March 2015 and 2016. In EUR As of 31 March 2016 (unaudited) 2015 (unaudited) Feed-In Tariff revenue... 326,454 55,614 40
Aega ASA Prospectus In EUR As of 31 March 2016 (unaudited) 2015 (unaudited) Sales of electricity... 63,117 11,931 Other revenue... - - Revenues... 389,571 67,545 Cost of operations... (59,160) (11,736) Sales, general and administration expenses... (291,652) (72,757) Acquisitions and transaction costs... (637,375) - EBITDA... (598,616) (16,949) Depreciation, amortizations and write downs... 202,633 (38,858) Other Operating profit before OGL (EBIT)... (801,249) (55,807) Other gains and losses... (22,232) 3,537 Finance income... 362 2,634 Finance costs... (73,421) (17,655) Net foreign exchange gain/(losses) (417) 53,387 Profit before income tax... (896,957) (17,442) Income tax gain/(expense)... (692) 1,475 Profit/(loss) for the period... (897,649) (15,967) Other comprehensive income Translation differences... 1,663 1 Other comprehensive income net of tax... 1,663 1 Total comprehensive income... (895,986) (15,966) Profit for the period attributable to: Equity holders of the parent company... (897,649) (15,967) Total comprehensive income attributable to: Income allocated to equity holders of the company... (895,986) (15,966) Earnings per share... (0.03) (0.003) No. of shares per 31 March... 27,360,295 5,421,210 9.3 Statement of financial position The table below sets out selected data from the Company s audited statement of financial position as of 31 December 2015 and 2014. In NOK Year ended 31 December 2015 (audited) 2014 (audited) Assets Current assets Financial assets at fair value through profit or loss... 1,475,475 0 Prepayments and other receivables... 16,541 15,688 Unsettled trades... 1,083,839 0 Cash and cash equivalents... 899,864 3,901,726 Total assets... 3,475,719 3,917,413 Equity and liabilities Equity Share capital... 2,209,020 2,209,020 Other reserves... 939,217 1,233,335 Total equity... 3,148,237 3,442,335 Current liabilities Trade and other payables... 327,482 475,058 Total current liabilities... 327,482 475,058 Total equity and liabilities... 3,475,719 3,917,413 41
Aega ASA Prospectus The table below sets out selected data from the Group s unaudited interim statement of financial position as at 31 March 2016. In EUR As of 31 March 2016 (unaudited) 2015 (unaudited) ASSETS Property, plants and equipment... 12,494,001 4,751,420 Intangible assets... 235,628 2,000 Deferred tax asset... - 40,408 Other long term assets... 431,323 62,989 Non-current assets... 13,160,952 4,856,817 Receivables... 341,299 200,949 Other current assets... 2,406,722 676,153 Cash and short term deposits... 944,141 391,114 Current assets... 3,692,162 1,268,216 TOTAL ASSETS... 16,853,114 6,125,032 EQUITY AND LIABILITIES Share capital... 2,906,187 977,768 Share premium... 5,266,079 - Other paid in equity... 49,211 23,382 Paid in capital... 8,221,477 1,001,149 Accumulated profit & loss... (3,216,508) (46,842) Other equity... - - Foreign Currency translation reserve... 225,389 Other equity... (2,991,120) (46,842) Total equity... 5,230,358 954,307 Long term loans... 3,119,039 1,837,007 Leasing... 6,151,827 2,019,885 Other long term debt... 298,804 470,098 Total non-current liabilities... 9,569,670 4,326,989 Trade payables and other payables... 731,116 195,780 Short term financing interest bearing... 540,153 454,550 Derivative financial instruments... 781,817 193,405 Other current liabilities... - - Total current liabilities... 2,053,086 843,735 Total liabilities... 11,622,756 5,170,724 TOTAL EQUITY AND LIABILITIES... 16,853,113 6,126,032 9.4 Statement of cash flow The table below sets out selected data from the Group s audited statements of cash flows for the years ended 31 December 2015 and 2014. In NOK Year ended 31 December 2015 (audited) 2014 (audited) Cash flows from operating activities Profit before income tax... -294,118-4,194,263 Recognised dividends...... -50,000-2,660,350 Received dividends... 50,000 2,660,350 Unrealized gains and losses on financial assets at fair value through profit or loss... -258,606 0 Interest charged as cost... 160,00 315,207 Net payments for financial assets at fair value through profit or loss... -2,300,708 192,002,707 Change in accounts payable... -147,576-3,784,998 42
Aega ASA Prospectus In NOK Change in other items... Net cash inflow from operating activities... Year ended 31 December 2015 2014 (audited) (audited) -854 131,100-2,841,862 184,469,753 Cash flows from financing activities Net change in borrowings... Interest paid... Dividends paid... Net cash (outflow) from financing activities 0-92,629,801-160,000-395,926 0-92,778,840-159,999-185,804,567 Net increase (decrease) in cash and cash equivalents... -3,001,861-1,334,814 Cash and cash equivalents at the beginning of the financial year... 3,901,726 5,236,540 Cash and cash equivalents at end of year... 899,865 3,901,726 The table below sets out selected data from the Group s unaudited interim statements of cash flow for the three month periods ended 31 March 2016 and 2015. In EUR As of 31 March 2016 (unaudited) 2015 (unaudited) Ordinary profit before tax... (896,957) (17,442) Paid income tax... (10,389) - Depreciation... 202,633 38,858 Write down... 637,375 Changes in receivables and trade payable... (69,218) 8,029 Changes in other accruals... (194,075) (40,475) Cash flow from operations... (330,631) (11,029) Acquisition of subsidiary, net of cash acquired... 93,551 (366,970) Cash flows from investments... 93,551 (366,970) Proceeds from issue of share capital... - - Dividends or shareholder distributions... 76,114 (80,409) Proceeds from new loans... - - Repayment of loans... (128,496) - Cash flow from financing... (52,381) (80,409) Cash at beginning of period... 1,387,494 885,880 Currency translation effect... (1,663) (36,359) Net increase/(decrease)in cash and cash equivalents... (289,461) (458,408) Cash end of period... 1,096,369 391,113 9.5 Statement of changes in equity The table below sets out selected data from the Company s audited statements of changes in equity for the years ended 31 December 2015. In NOK Share capital Share premium Other reserves Total equity Balance at 1 January 2014 (audited) 2,209,020 0 98,206,438 100,415,458 43
Aega ASA Prospectus In NOK Share capital Share premium Other reserves Total equity Profit for the period... 0 0-4,194,263-4,194,263 Dividends paid... 0 0-92,778,840-92,778,840 Balance at 31 December 2014 (audited)... 2,209,020 0 1,233,335 3,442,355 Profit for the period... 0 0-294,118-294,118 Balance at 31 December 2015 (audited)... 2,209,020 0 939,217 3,148,237 The table below sets out selected data from the Group s unaudited interim statements of changes in equity for the three month period ended 31 March 2016. In EUR Share Foreign currency Share capital premium fund Other paid in equity Other equity translation reserve Total equity Equity as at 31 December 2015 60,442 5,232,154 (260,655) (364,555) 223,726 4,891,112 Acquisition of NOFIN, inc. Increase denomination... 2,845,745 110,039 309,866 (2,561,707) 703,943 Dividends or distribution to shareholders... (76,114) (76,114) Profit (loss) after tax... (897,649) (897,649) Other comprehensive income... 1,663 1,663 Policy changes and other... 607,403 607,403 Equity as at 31 March 2016 (unaudited)... 2,906,187 5,266,079 49,211 (3,216,508) 225,389 5,230,375 9.6 Cash flow information 9.6.1 General Following the Acquisition, 80-90% of the Group's cash flow is from the FiT. The incentive is paid in equal instalments each month based on 90% of a basis production by the GSE. In June/July the following year the Group receives the difference between the payments received by the GSE and the actual production multiplied by the FiD. The Group's main costs are financing costs. Operational costs are mainly regulated by long term fixed price contracts. 9.6.2 The three months period ending 31 March 2016 compared to the three months period ending 31 March 2015 In the first quarter of 2016 the cash flow from operations was EUR -330,631 compared to EUR -11,029 in the first quarter of 2015. Cash flow from investments in the first quarter of 2016 was EUR 93,551 compared to EUR -366,970 in the first quarter of 2015, which related the purchase of DT S.r.l (as further described in section 7.5.5.3) in 2015 which was cash negative in the first quarter of 2015 and to cash that came from the Acquisition. Cash flow from financing was negative EUR 52,381 in the first quarter of 2016. The net cash flow in the first quarter of 2016 was negative EUR 291,125. At the end of the first quarter of 2016 the Company had an installed capacity of 5 MW compared to 2 MW in the in the first quarter of 2015. The increased operations lead to higher depreciation and activity in the first quarter of 2016 compared to the first quarter of 2015. The solar irradiation of the first and fourth quarters are the lowest, which has a negative impact on profits for these periods and reduced the ordinary profit before tax. In addition, the Company's acquisition and transaction costs amounted to EUR 637,375 including a write-down of EUR 361,662 due to the purchase price allocation of Nordic Financials ASA also reducing the ordinary profit before tax. The cash flow from financing in the first quarter of 2016 was mainly related to repayments of outstanding leasing and project finance. 44
Aega ASA Prospectus The cash at the end of the first quarter of 2016 increased to EUR 1,096,369 compared to EUR 391,113 in the first quarter of 2015. 9.6.3 The year ending 31 December 2015 compared to the year ending 31 December 2014 Due to downsizing of the operations in 2014, the 2015 net cash inflow from operating activities was reduced to NOK -2,841,862 from NOK 184,469,753 in 2014. The positive operational cash flow in 2014 mainly comes from sale of almost all of the financial assets of the Company. In 2015, the Company bought financial assets for NOK 2,300,708, affecting the operational cash flow negatively. The cash flow from financing activities was NOK -159,999 in 2015 compared to NOK -185,804,567 in 2014. After the aforementioned sale of financial assets in 2014, the Company repaid most of its outstanding debt amounting to NOK 92,629,801. In addition, the proceeds from the sale were used to distribute dividends of NOK 92,778,840. 9.7 Off-balance sheet arrangements As of 31 December 2015, the Group did not have any material off-balance sheet obligations that were not reflected in its Financial Statements at such date. 9.8 Trend information The market price of electricity has decreased from about 80 EUR/MWh in 2008 to about 40 EUR/MWh in 2016. When purchasing new solar parks the Company uses an energy price of 40 EUR/MWh without any inflation adjustment in its calculations. For a solar park in Italy of 1 MW, revenues from sale at market price of 40 EUR/MWh is typically between EUR 50,000 and EUR 75,000 depending on solar irradiation and operational availability of the solar park. Costs of operating the solar power plants have decreased over the last years from about EUR 85,000 per MW of installed capacity in 2010 to about 55,000 per MW of installed capacity in 2015. 9.9 Significant changes Except for the acquisition of Yieldco in January 2016 (see Section 7.2 "The Acquisition"), the Private Placement completed in May 2016 (see Section 16 The Private Placement ), the entry into of the Management Agreement with Aega Solar on 11 April 2016 (see Section 7.6.1 "Management agreement") and the acquisition of Piano Molino S.r.l. (see Section 7.3 "The Acquisition of Piano Molino S.r.l." ) there have been no significant changes in the financial position of the Group since the date of the audited Financial Statements for the year ended 31 December 2015. 9.10 Auditor The Company s auditor is PricewaterhouseCoopers AS (PwC) and its business address is Dronning Eufemias gate 8, 0191 Oslo, Norway. PwC is a member of the Norwegian Institute of Public Accountants (DnR). PwC has been the Company s auditor since 2011. Accordingly, no auditor of the Group has resigned, been removed or failed to be reappointed during the period covered by the historical financial information attached hereto. The auditor s reports on the Financial Statements are included together with the Financial Statements as incorporated hereto by reference, see Section 17.3 Incorporation by reference. 45
Aega ASA Prospectus 10 UNAUDITED PRO FORMA FINANCIAL INFORMATION 10.1 Background and description of the Acquisition On 20 January 2016, the Company announced that it had entered into an agreement to combine its business with the PV business of Aega Energy Prima AS, Aega Energy Seconda AS and Aega Energy Terza AS through the acquisition of Yieldco. The Acquisition was completed as a share transaction with an exchange ratio of approximately 4:1 (four Aega shares to one Yieldco share), where the Company as the legally acquiring entity issued 25,151,275 new shares to the shareholders of Yieldco. The Acquisition resulted in a significant gross change for the Company, as defined in the Oslo Stock Exchange's Continuing Obligations. In accordance with Commission Regulation (EC) No. 809/2004 of 29 April 2004 which sets out the requirements for preparation of pro forma financial information, unaudited Pro Forma Financial Information has been included in this Prospectus in order to describe how the Acquisition might have affected the Group's income statement information had the Acquisition been undertaken on 1 January 2015. Prior to the Acquisition, the Company held 0 shares in Yieldco. As a result of the Acquisition, the Company acquired 6,266,929 or 100.00% of the shares in Yieldco. The acquisitions of the shares took place on 20 January 2016. The purchase price for the shares was NOK 12.04 per share. The pro forma financial information is based on a share ownership of 100.00%, and full consolidation of Yieldco and its subsidiaries into the Company. The subsidiaries of Yieldco are listed below: Aega Energy Prima AS Aega Energy Seconda AS Aega Energy Terza AS Photo-Volt One S.r.l. DT S.r.l. Collesanto S.r.l. JER-12 S.r.l. Apart from the Acquisition, no other transactions or circumstances mentioned in this Prospectus are covered by the Pro Forma Financial Information in this Section 10. The sources of the Pro Forma Financial Information are the financial statements of the Company and for Yieldco and its subsidiaries for the financial year ended 31 December 2015. The financial statements for Yieldco and its subsidiaries for the financial year ended 31 December 2015 are included in Appendix B to this Prospectus, while the financial statements for the Company are incorporated by reference (see Section 17.3 "Incorporation by reference"). 10.2 General information and purpose of the Pro Forma Financial Information In the preparation of the Pro Forma Financial Information, the principle of acquisition accounting as set out by IFRS 3 Business combinations has been followed, which is consistent with the anticipated treatment under IFRS in the Group s financial statements. The Pro Forma Financial Information set out below has been prepared by the Company to show how the Acquisition might have affected the Group s income statement information for the year ended 31 December 2015 as if the Acquisition had occurred on 1 January 2015. The Pro Forma Financial Information does not show how the Acquisition might have affected the Group's statement of financial position for the year ended 31 December 2015 as the Acquisition was carried out in the first quarter of 2016. The Company's statement of financial position in the first quarter of 2016 is identical to the pro forma financial position for the same period as the Acquisition has been accounted for, see the statement of financial position included in the Interim Financial Statements incorporated hereto by reference in Section 17.3 Incorporation by reference. Please note that the gross proceeds received in the Private Placement (approximately NOK 25.5 million) have not been included in the Company's statement of financial position for the first quarter of 2016. 46
Aega ASA Prospectus The Pro Forma Financial Information has been compiled to comply with Annex II of Regulation (EC) 809/2004. It should be noted that the Pro Forma Financial Information is not prepared in connection with an offering registered with the U.S. Securities and Exchange Commission ( SEC ) under the U.S. Securities Act and consequently is not compliant with the SEC s rules on presentation of pro forma financial information. As such, a U.S. investor should not place reliance on the Pro Forma Financial Information included in this Prospectus. The assumptions underlying the pro forma adjustments and the IFRS adjustments, for the purpose of preparing the Pro Forma Financial Information, are described in the notes to the Pro Forma Financial Information included in Section 10.5.2 below. Neither these adjustments nor the resulting Pro Forma Financial Information have been audited in accordance with Norwegian, international or United States generally accepted auditing standards, and the Pro Forma Financial Information have not been prepared in accordance with the requirements of Regulation S-X of the SEC or generally accepted practice in the United States. When evaluating the Pro Forma Financial Information, each reader should carefully consider the audited historical financial statements and the notes thereto and the notes to the Pro Forma Financial Information. The Pro Forma Financial Information does not include all of the information required for financial statements under IFRS. The Pro Forma Financial Information does not represent the actual combination of the financial statements of the Company and Yieldco and its subsidiaries in accordance with IFRS, since certain simplifications and assumptions have been made as discussed in this Section 10. Furthermore, the Pro Forma Financial Information is based on certain assumptions that would not necessarily have been applicable if the Company had ownership of these assets from the beginning of the periods presented in the Pro Forma Financial Information. The information describes a hypothetical situation. The Pro Forma Financial information has been prepared for illustrative purposes only to show how the Acquisition might have affected the Group s consolidated income statements for the periods presented if the Acquisition had occurred on 1 January 2015. Because of its nature, the Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Group s actual financial position or results if the Acquisition had in fact occurred on this date, and is not representative of the results of operations for any future periods. Investors are cautioned not to place undue reliance on this Pro Forma Financial Information. The Pro Forma Financial Information therefore does not reflect the Company or the Group s actual financial position and results. The Pro Forma Financial Information must not be considered final or complete, and may be amended in future publications of accounts. The Pro Forma Financial Information has not been audited, but the Company's auditor PwC has issued a report on the Pro Forma Financial Information, which is included in Appendix C to this Prospectus. 10.3 Accounting principles The consolidated financial statements of the Company are prepared according to IFRS as adopted by the EU. The financial statements of Yieldco, Aega Energy Prima AS, Aega Energy Seconda AS and Aega Energy Terza AS are prepared according to NGAAP, and the financial statements of Photo-Volt One S.r.l., DT S.r.l., Collesanto S.r.l. and JER-12 S.r.l. are prepared according to IGAAP. Based on an analysis performed by the Company s management of the applied NGAAP accounting policies for the financial information of Yieldco, Aega Energy Prima AS, Aega Energy Seconda AS and Aega Energy Terza AS, no differences between NGAAP and the IFRS accounting policies of the Company were identified. Management s analysis has identified differences between IGAAP and the IFRS accounting policies of the Company regarding the application of leasing, derivatives, and fixed assets. These adjustments have been incorporated in the Pro Forma Financial Information and labelled as IFRS adjustments. No other differences were identified between IGAAP and IFRS following the review of Photo-Volt One S.r.l., DT S.r.l., Collesanto S.r.l. and JER-12 S.r.l. s accounting principles. The management of the Company has not identified any other adjustments to the accounting principles in order for the Pro Forma Financial Information to be prepared in accordance with IFRS for pro forma purposes. 10.4 Sources of the pro forma financial information historical financial information The Pro Forma Financial Information related to the Acquisition of Yieldco, has been prepared to illustrate the main effects that the Acquisition would have had on the Company's consolidated income statement for the year ended 31 December 2015. At 31 December 2015, the Company did not have any ownership interest in Yieldco. 47
Aega ASA Prospectus The unaudited pro forma condensed income statement for the year ended 31 December 2015 sets out the effect of the Acquisition as if it had occurred on 1 January 2015. The accompanying Pro Forma Financial Information is not intended to, and does not provide all the information and disclosures necessary to present a true and fair view in accordance with IFRS. Furthermore, because of its nature, the Pro Forma Financial Information addresses a hypothetical situation and therefore does not represent the Company s actual income statement. The Pro Forma Financial Information is prepared for illustrative purposes only. The Company announced on 18 January 2016 that it had, inter alia, completed the acquisition of all the shares in Yieldco against consideration in the form of new shares to the shareholders in Yieldco. As a result of the Acquisition, Yieldco became a wholly-owned subsidiary of the Company. The Company has performed an evaluation of the Acquisition and has determined that, with reference to relevant accounting considerations, the Acquisition constituted a reverse acquisition under IFRS. As such, in accordance with IFRS 3, for the purposes of accounting for the Acquisition, Yieldco constitutes the accounting acquirer and the Company constitutes the accounting acquiree. Further, the companies in the Yieldco group have not previously been presented in a consolidated financial statement and the results of the standalone accounts have therefore been combined in preparing the Pro Forma Financial Information. The 2015 pro forma income statement has been based on the audited 2015 annual financial statements of the Company, Yieldco, Aega Energy Prima AS, Aega Energy Seconda AS and Aega Energy Terza AS, together with the unaudited 2015 annual financial statements of Photo-Volt One S.r.l., DT S.r.l., Collesanto S.r.l. and JER-12 S.r.l.. The annual financial statements and management accounts of Photo-Volt One S.r.l., DT S.r.l., Collesanto S.r.l. and JER-12 S.r.l. are prepared under Italian GAAP and are presented in EUR. The annual financial statements of Yieldco, Aega Energy Prima AS, Aega Energy Seconda AS and Aega Energy Terza AS are all presented in NOK and have been converted to EUR for inclusion in this Section 10 using the rates EUR/NOK 8.9410 being the central bank of Norway's (Norges Bank) average rate for the relevant period. The four Italian entities, Photo-Volt One S.r.l., DT S.r.l., Collesanto S.r.l. and JER-12 S.r.l., all limited liability companies, have filed their unaudited condensed annual accounts to the Italian Business Register. These Italian accounts have never been subject to any audit, as this is not required under Italian law for companies of their size. The Italian financial statements are prepared in Italian. The unaudited annual accounts of the Italian entities for the financial year ended 31 December 2015 have been translated into English and are included in Appendix B to this Prospectus. The Group is subject to income tax in several jurisdictions, primarily Norway and Italy. The Group has chosen to give effect to the pro forma adjustments by using the applicable statutory rates for the relevant entity which would be expected to apply to the adjustments had they happened in the period presented. Since pro forma information is hypothetical information, the actual deductibility and eventual tax impact of the Acquisition will not mirror the tax effect included in the Pro Forma Financial Information and may be subject to discussion with relevant tax authorities. However, consistent with IFRS, the Group has given effect to possible taxation on the adjustments by using the relevant statutory rate. The 2015 audited financial statements for the Company are incorporated hereto by reference, see Section 17.3 Incorporation by reference. The 2015 audited financial statements for Aega Energy Prima AS, Aega Energy Seconda AS and Aega Energy Terza AS as well as the 2015 unaudited financial statements for Photo-Volt One S.r.l., DT S.r.l., Collesanto S.r.l. and JER-12 S.r.l. (The Yieldco Financial Statements) are attached hereto as Appendix B, The Company has performed a preliminary purchase price allocation in relation to the Acquisition that resulted in a write down of EUR 361,662. The purchase price allocation did not result in any changes to amortisation or depreciation already recorded, as the purchase price allocation did not identify any fair value adjustments. 10.5 Unaudited pro forma condensed financial information 10.5.1 Unaudited pro forma condensed statements of income 48
Aega ASA Prospectus P&L 2015 Aega ASA 1 IFRS Aega Yieldco AS 1 NGAAP Aega Energy Prima AS 1 NGAAP Aega Energy Seconda AS 1 NGAAP Aega Energy Terza AS 1 NGAAP Photo-Volt One S.r.l. IGAAP DT S.r.l. IGAAP Collesanto EUR (audited) (audited) (audited) (audited) (audited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Interest income.. 2,470-2,470 4 0 Dividends from shares and equity certificates... 5,592-5,592 4 0 Net change in fair value of financial assets and liabilities at fair value through profit & loss... 72,920-72,920 4 0,0 Sales of electricity... 67,028 66,498 164,451 85,313 383,291 Feed-In Tariff revenue... 313,933 424,122 900,820 224,979 1,863,855 Total revenues and other income... 80,983 380,961 490,620 1,065,271 310,292-80,983 2,247,146 Transaction costs... -637,016 3-637,013 Administration expenses... -95,983-31,092-60,022-102,413-57,227-346,738 Other operating expenses... -122,466-209,040-157,115-109,368-60,884-290,359-638,790-42,750 729,642 1,5,6-901,133 Depreciation, amortization and impairment.. -99,297-4,000-11,822-102,122-466,314 1,3,4-108,543 1-792,099 Total costs... - -95,983-122,466-209,040-157,115-109,368-191,274-354,382-753,025-202,100 263,328-745,559 2,676,984 Operating profit... -15,000-122,466-209,040-157,115-109,368 189,687 136,238 312,245 108,192 263,328-826,542-429,838 Interest and other financial income... 65 77,363 186,113 3,869 273 21 5 6 109,731 2,4 377,450 Interest and other financial expenses... -17,895-22,659-47,856-48,896-95,016-31,091-125,228-86,521-141,692 1,2-616,859 Foreign exchange gain/(loss)... -166,076 2-166,076 Net financial expenses... -17,895 65 54,703 138,256-45,027-94,743-31,070-125,222-86,515-141,692-56,345-405,485 Extraordinary items... -19,986-1,968 21,954 5 0 49 S.r.l. IGAAP JER-12 S.r.l. IGAAP IFRS adjustment s Notes IFRS Pro forma adjustments Notes pro forma Aega Group Pro forma IFRS
Aega ASA Prospectus P&L 2015 Aega ASA 1 IFRS Aega Yieldco AS 1 NGAAP Aega Energy Prima AS 1 NGAAP Aega Energy Seconda AS 1 NGAAP Aega Energy Terza AS 1 NGAAP Photo-Volt One S.r.l. IGAAP DT S.r.l. IGAAP Collesanto S.r.l. IGAAP JER-12 S.r.l. IGAAP IFRS adjustment s Notes IFRS Pro forma adjustments Notes pro forma Aega Group Pro EUR (audited) (audited) (audited) (audited) (audited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Profit before income tax... -32,895-122,401-154,337-18,858-154,396 94,944 85,181 187,023 19,709 143,591-882,887-835,323 Income tax (expense)/bene 1,2,3, fit... -39,775-64,138-118,797-16,035-34,461 4,6 219,636 1,2,3-53,570 Profit/(loss) for the period... -32,895-122,401-154,337-18,858-154,396 55,169 21,043 68,226 3,674 109,129-663,251-888,894 1 Note that the numbers have been converted from NOK to EUR for the purpose of presenting all Pro Forma Financial Information in EUR. forma IFRS 50
10.5.2 Notes to the unaudited pro forma information The following information summarises the adjustments related to the unaudited pro forma statement of income for the year ended 31 December 2015: Notes to the IFRS adjustments: 1. In accordance with IGAAP, DT S.r.l. and Collesanto S.r.l. have treated certain lease contracts as operational leasing. Under IFRS the contracts are treated as financial lease contracts. Net effect of this adjustment is a decrease of expenses of EUR 18,218. The reclassification had effect on the following financial line items: other operating expenses are reduced by EUR 699,498, depreciation increased by EUR 446,010, interest and other financial expenses increased by EUR 229,517 and income tax expense is increased by EUR 5,753. 2. In accordance with IGAAP, Photo-Volt One S.r.l., DT S.r.l. and Collesanto S.r.l. have treated certain interest rates SWAPS as off-balance-sheet contracts. These SWAPS have therefore not been recorded to fair value in the balance sheet. According to IFRS these derivatives should have been recognised and measured at fair value through profit or loss. The adjustment reduces interest and other financial expense of EUR 87,824, while income tax expense is increased by EUR 21,078. 3. In accordance with IGAAP, Collesanto S.r.l. has capitalised and depreciated certain maintenance expenses on leased assets in prior periods. Under IFRS maintenance expenses are required to be included as an expense in the period they incur. The IFRS adjustment reduces depreciation, amortisation and impairment by EUR 1,304. Income tax expense is increased by EUR 313. 4. In accordance with IGAAP, depreciation of solar power plants is made over 25 years from connection to the grid. The Company uses a depreciation time of 20 years. The IFRS adjustment increases depreciation by EUR 21,608. Income tax expense is decreased by EUR 5,186. 5. In accordance with IGAAP, DT S.r.l. and JER-12 S.r.l. have classified certain cost as extraordinary items. Under IFRS these costs are classified as other operating cost. The IFRS adjustment reduces extraordinary items by EUR 21,954. Other operating costs are increased by EUR 21,954. 6. When DT S.r.l and Collesanto S.r.l. were purchased, a part of the payment was put into an escrow account to cover potential costs not related to the companies. In accordance with IGAAP, DT S.r.l. and Collesanto S.r.l. have expensed costs not related to the companies and classified payments from the mentioned escrow account as increase in equity. Under IFRS, expenses recharged from the escrow have not been expensed. In addition, DT S.r.l. incurred an intercompany payable that had not been provided for in the 2015 accounts under IGAAP. These IFRS adjustments reduce costs by EUR 52,099 and increase tax by EUR 12,504. All the IFRS adjustments are expected to have a continuing impact, except for number 5 and 6 that are not expected to have a continuing impact. Notes to the pro forma adjustments: 1. In connection with the Acquisition of Yieldco and previous acquisitions, the Group is required to perform a purchase price allocations in accordance with IFRS. The Group has performed a preliminary purchase price allocations that resulted in an increase in an allocation to power plant and equipment which in turn increased depreciation of EUR 108,543. Income tax expense is decreased by EUR 26,050. 2. In the pro forma adjustments it is assumed that the 25.5 MNOK gross proceeds from the Private Placement less broker fees have gained 1% interest for 2015, which has increased interest income by 28,748 EUR. Due to the development of NOK / EUR exchange rate in 2015, the pro forma adjustment for the net proceeds also entailed an exchange loss of 166,076 EUR. Income tax expense is decrease by EUR 34,332. 3. In connection with the Acquisition of Yieldco, the Group had transaction costs of EUR 637,016. Of this amount EUR 361,662 was a write down of the difference between identified values and the purchase price of the shares. The income tax expense is decreased by EUR 159,254. 51
4. The Company has historically presented its accounts as a financial institution. In order to present the Company s financial accounts on a similar basis to the acquired business going forward, the Company s accounts have been reclassified. This reclassification is based on the fact that the Acquisition constitutes a reverse acquisition under IFRS, as discussed in Section 10.4 above. The new classification below is the presentation that the Company has deemed most appropriate going forward for the business in periods following the Acquisition. This reclassification adjustment had effect on the following financial statement line items (EUR): a) Interest income -2,470 b) Dividends from shares and equity certificates -5,592 c) Net change in fair value through profit & loss -72,921 d) Interest and other financial income 80,983 Pro forma adjustment 1 is expected to have a continuing impact, while adjustment 2, 3 and 4 are not expected to have continuing impact. 52
11 BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE 11.1 Introduction The General Meeting is the highest authority of the Company. All shareholders in the Company are entitled to attend and vote at General Meetings of the Company and to table draft resolutions for items to be included on the agenda for a General Meeting. The overall management of the Group is vested in the Company s Board of Directors and the Group s management. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Group s business ensuring proper organisation, preparing plans and budgets for its activities, ensuring that the Group s activities, accounts and assets management are subject to adequate controls and undertaking investigations necessary to perform its duties. The management is responsible for the day-to-day management of the Group s operations in accordance with Norwegian law and instructions set out by the Board of Directors. Among other responsibilities, the Group s CEO is responsible for keeping the Group s accounts in accordance with existing Norwegian legislation and regulations and for managing the Group s assets in a responsible manner. In addition, the CEO must according to Norwegian law brief the Board of Directors about the Group s activities, financial position and operating results at a minimum of one time per month. No member of the Company's Board of Directors or the Group's management have any service contracts providing for benefits upon termination of employment. 11.2 Board of Directors 11.2.1 Overview of the Board of Directors The Company s Articles of Association provide that the Board of Directors shall consist of a minimum of three and a maximum of eight members ( Board Members ). The current Board of Directors consists of four Board Members, as listed in the table below. See Section 11.2.2 The Board of Directors. The composition of the Board of Directors is in compliance with the independence requirements of the Corporate Governance Code (as defined below), meaning that (i) the majority of the shareholder elected Board Members should be independent of the Company's management and material business contacts, (ii) at least two of the shareholder elected Board Members should be independent of the Company s main shareholders, and (iii) no members of the management should serve on the Board of Directors. The Company s registered business address, Munkedamsveien 35, 0250 Oslo, Norway serves as the c/o address for the members of the Board of Directors in relation to their directorship of the Company. 11.2.2 The Board of Directors The names and positions of the Board Members are set out in the table below: Name Position Served since Term expires Knut Øversjøen... Chairman 2016 2018 Grete Sønsteby... Board member 2015 2018 G. Mikael Schoultz... Board member 2016 2018 Solveig Fagerheim Bugge... Board member 2016 2018 11.2.3 Brief biographies of the Board Members Set out below are brief biographies of the Board Members, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Group and names of companies and partnerships of which a Board Members is or has been a member of the administrative, management or supervisory bodies or partner in the previous five years (not including directorships and executive management positions in subsidiaries of the Company). Knut Øversjøen, Chairman Knut Øversjøen holds a four year program in economics and business administration consisting of three years at bachelor/undergraduate level and one year at master/graduate level from BI Norwegian Business School. He has 53
extensive experience from several directorships and key management positions in both listed and unlisted companies within a wide range of industries. Mr. Øversjøen is currently CEO and major owner in Scandec Systemer, and managing partner in Falcon Industrial Partners. His previous positions include CFO in Hafslund ASA, PGS ASA and Umoe Group, CEO in Kverneland ASA and Global Tender Barges. Mr. Øversjøen is a Norwegian citizen and resides in Oslo, Norway. Current directorships and senior management positions... Managing partner / chairman: Falcon Industrial Partners AS CEO / owner: Scandec Systemer AS Board member of: Z-Terra Inc., Reinertsen AS, Guardian Corporate AS, Spond AS, Asetek, Inc., Scanmar AS, Scan-Sense AS Previous directorships and senior management positions last Board member of: Sparebank 1 MidtNorge, Tennant, Haram Energy, five years... CBF energimegling, Unitor, Swan reefer, Umoe Catering, ARD Group, Nli Subsea, Renewable Energy Cooperation (REC), Kverneland AS, Foinco AS Advisory board: Carnegie Investment Bank Grete Sønsteby Grete Sønsteby holds a four year program in economics and business administration consisting of three years at bachelor/undergraduate level and one year at master/graduate level from the Norwegian School of Economics ( NHH ). She has her experience from several directorships and management positions within the IT industry (IBM, Ericsson, Oracle) on a national and international level. Ms. Sønsteby is currently CEO and co-founder of N2 Applied AS, a company specializing in entrepreneurship and technology development within nitrogen and energy. Her previous positions include CEO of Scatec AS where she was instrumental in building the Scatec organization focusing on development of climate neutral energy and advanced materials. Ms. Sønsteby is a Norwegian citizen and resides in Svene, Norway. Current directorships and senior management positions... N2 Applied AS (CEO), Aega Solar AS (board member), Innovasjon Norge Buskerud og Vestfold (board member), Aerospace Industrial Maintenance Norway SF (AIM) (member of Nomination Committee), Røyken Eiendom AS (board member), Ikra AS (Chairman of the Board), Viken Skog SA (board member), Rearden AS (chairman of the Board) Previous directorships and senior management positions last N2 Applied AS (chairman of the board), Cxense ASA (board five years... member), Norconsult AS (board member), Moelven Industrier ASA (board member), Innovation Norway Oslo, Østfold and Akershus (board member) G. Mikael Schoultz Mikael Schoultz holds a Master of Science degree in Economics with a major in finance and German languages from the University of Lund. Schoultz recently took a position as VP Business Development at Lekela Advisors Ltd, an African focused renewable energy investment firm owned by Actis and Mainstream Renewable Power. During the last two years preceding this role he was a partner in Sustainable Technology Partners, an independent European clean energy investment firm based in Stockholm. From 2007 until 2013 he was partner at Platina Partners, a leading European renewable private equity firm, and his previous experiences include senior positions across a range of different investment firms and banks, mainly in Stockholm, Amsterdam, London and Zurich. As an investment professional, he has been focused on infrastructure and renewable energy. He has also held several director assignments as part of his investor and advisory work. Schoultz is a Swedish citizen and resides in London, United Kingdom. Current directorships and senior management positions... ITS Procurement AB, Sweden, chairman, Northgate Advisors Ltd, UK, director Previous directorships and senior management positions last Platina Partners LLP, UK (partner), five years... Various board memberships in investee companies in Italy, Greece, Cyprus, Luxembourg and Sweden 1 Cross Flow Energy Company Ltd, UK, Board member Triventus AB, Sweden, Board member, Triventus Wind Power AB, Sweden, Board member, Havgul Clean Energy AS, Norway, Board member 1 These board memberships were within Platina Partners' investment business and in SPVs established for the sole purpose of 54
owning the various projects' assets. Thus, these companies had no employees and they only had contracts with other parties relating to the operation of the companies/businesses. Solveig Fagerheim Bugge Solveig Fagerheim Bugge is a Candidate in Jurisprudence from the University of Oslo and holds a Post-graduate Diploma in EC Competition Law from King s College, London. She has also studied law at the University of Melbourne, Australia. Ms. Bugge is a member of Advokatfirmaet Thommessen AS' transaction group. She has extensive experience with M&A and capital market transactions. She also advises clients on Norwegian corporate and securities laws and regulations. Ms Bugge is a Norwegian citizen and resides in Bærum, Norway. Current directorships and senior management positions... Thommessen, Oslo office (managing associate), Member of the Norwegian Bar Association, Aega ASA (board member) Previous directorships and senior management positions last Thommessen, Oslo office (senior associate) five years... 11.3 Management 11.3.1 Overview The Company has no employees. The management of the Company is outsourced to Vaagen Corporate Finance AS, a company that has management for hire assignments as its main activity. The assignment is governed by an engagement letter and the remuneration is based on an agreed hourly fee which is on market terms and considered suitable for the services provided. Vegard Knut Fartein Torsøn Finstad, the Company's CEO, is an employee of Vaagen Corporate Finance AS. The previous CEO of Yieldco, Håvard Lillebo, was also a part of the Group's management together with Mr. Finstad, but has chosen to resign from his positions. Aega Solar is currently in a process of finding a replacement for Mr. Lillebo. Name Current position within the Group Employed with the Group since Vegard Knut Fartein Torsøn Finstad... CEO of the Company 2012 Aega has outsourced the Group's CFO functions and accounting services to Axera Business Management AS, an external accounting firm specialising in accounting for investment companies. The assignment is governed by an engagement letter and the remuneration is based on an agreed hourly fee which is on market terms and considered suitable for the services provided. Vaagen Corpoarte Finance and Axera Business Management AS are not entitled to any other forms of remuneration or any additional remuneration and the Company does not have any share-based incentive schemes. 11.3.2 Brief biographies of the member of management Set out below are brief biographies of the management, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Group and names of companies and partnerships of which they are or have been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and executive management positions in subsidiaries of the Company). Vegard Knut Fartein Torsøn Finstad Vegard Knut Fartein Torsøn Finstad holds a four year program in economics and business administration consisting of three years at bachelor/undergraduate level and one year at master/graduate level and a MBA in finance with specialization in corporate finance from the Norwegian School of Economics ( NHH ). Mr. Finstad also is a Certified European Financial Analyst (CEFA/AFA) and is authorised with the Norwegian Securities Dealers Association. He has experience from several senior positions and directorships within the finance industry with a special focus on investment management. Mr. Finstad is currently manager / senior advisor in Vaagen Corporate Finance AS, an M&A and management for hire boutique, where he holds a number of management positions for clients. Mr. Finstad is a Norwegian citizen and resides in Oslo, Norway. Current directorships and senior management positions... Vaagen Corporate Finance AS (manager/senior advisor), Warren 55
Absolute Return Funds PLC, Ireland (board member), Aega ASA (CEO), Aktiv Horisont AS (CEO), Arbosgate 1 Invest AS (CEO), Forskjønnelsen Invest AS (CEO), Global Aktiv Invest AS (CEO), Hollenderkvartalet Invest AS (CEO), MKR Utvikling AS (CEO), Norsk Utbyttekapital AS (CEO), Setup Finansiering AS (CEO), Warren AS (CEO), Centanni AS (CEO and chairman of the board), Balder Aktiv AS (CEO and chairman of the board), Prego Invest AS (board member) Previous directorships and senior management positions last five years... Warren Business Management AS (CEO). Warren Securities (CEO), Warren Securities/Warren Bank (Head of Corporate Finance), Warren Bank (board member), Europeisk Eiendom Invest AS (CEO), Utbyttekapital AS (CEO), Kharg Invest AS (CEO), Nordisk Finans Invest AS (CEO), Grunnfond Invest AS (CEO), Teglverksgata 2 Invest AS (CEO) 11.4 Remuneration and benefits 11.4.1 Remuneration of the Board of Directors The remuneration to be paid to the Board Members for their services for the period from the Annual General Meeting held 18 May 2016 to the Annual General Meeting to be held in 2017 is NOK 250,000 for the Chairman of the Board, and NOK 200,000 to each of the other Board Members. The table below set out the remuneration to the Board of Directors in 2015. Salary (NOK) Other expensed benefits and bonus (NOK) Lars Tore Brandeggen 4... 96,438 0 Anine Tennøe 1... 20,137 0 Svend Egil Larsen 4... 48,219 0 Inger Lise Larsen 1... 20,137 0 Silje Christine Auguston 2... 19,315 0 Kine Beyer Bruvik 34... 8,767 0 Ketil Reed Aasgaard 5... 3,562 0 Grete Sønsteby 5... 1,781 0 Geir Upsaker 5... 1,781 1. Served until 27 May 2015 2. Served from 27 May 2015 until 15 October 2015 3. Served from 15 October 2015 4. Served until 18 December 2015 5. Served from 18 December 2015 11.4.2 Remuneration of the management As mentioned under Section 11.3.1, the CEO, Mr. Finstand, is an employee of Vaagen Corporate Finance AS. The amount paid to Vaagen Corpoarte Finance AS in 2015 for Mr. Finstad's services was NOK 302,813. The Company paid an amount of NOK 251,899 to Axera Business Management AS in relation to the CFO services purchased from said company during 2015. 11.5 Pensions and retirement benefits The Group has no pension or retirement benefit schemes. 11.6 Employees The Group has no employees. All administrative, technical and commercial services necessary for the operation of the Group is conducted by Aega Solar through the Management Agreement as described in Section 7.6.1 "Management Agreement" and by Vegard Finstad, who is employed by Vaagen Corporate Finance AS. 11.7 Nomination committee The Company s Articles of Association provide for a nomination committee composed of three members who are shareholders or representatives of shareholders. The current members of the nomination committee are Ketil Reed Aasgaard (Chairman), Steinar Fretheim and Lars-Gøran Dysterud Hansen. The nomination committee will be responsible for nominating the members of the nomination committee and make recommendations for remuneration 56
to the members of the Boards of Directors and members of the nomination committee. The members of the nomination committee are elected by the General Meeting every two years. 11.8 Corporate governance The Company has adopted and implemented a corporate governance regime which complies with the Norwegian Code of Practice for Corporate Governance dated 30 October 2014 (the Corporate Governance Code ). The Group has, and will continue to, on an annual basis provide statements on its compliance with the Corporate Governance Code. 11.9 Conflicts of interests etc. Grete Sønsteby is a board member both in the Company and in Aega Solar. To avoid potential conflicts of interests, the Management Agreement seeks to align the interests of Aega Solar' stakeholders with those of the Company and Yieldco. Solveig Fagerheim Bugge is a lawyer at Advokatfirmaet Thommessen AS, which provides legal services to the Company from time to time. There are currently no other actual or potential conflicts of interest between the Company and the private interests or other duties of any of the Board Members and the members of the management, including any family relationships between such persons. 11.10 Fraudulent offence, bankruptcy, incrimination and disqualification None of the members of the Board of Directors or the management has during the last five years preceding the date of this Prospectus: 1) had any convictions in relation to fraudulent offences; 2) been involved in any bankruptcies, receiverships or liquidations in his or her capacity as a founder, member of the administrative body or supervisory body, director or senior manager of a company; or 3) been subject to any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer. 57
12 RELATED PARTY TRANSACTIONS The Company has in 2016 received management services from its largest shareholder, Aega Solar, under the Management Agreement, as described under Section 7.6.1 "Management agreement". For the services received between 1 January 2016 and the date of this Prospectus, the fees paid in the period amounted to EUR 324,607, which represents approximately 83.32% of the Company's revenues in the first quarter of 2016 (ref. Section 9.2). No services were received from Aega Solar prior to 2016. 58
13 CORPORATE INFORMATION AND DESCRIPTION OF SHARE CAPITAL The following is a summary of certain corporate information and material information relating to the Shares and share capital of the Company and certain other shareholder matters, including summaries of certain provisions of the Company s Articles of Association and applicable Norwegian law in effect as of the date of this Prospectus. The summary does not purport to be complete and is qualified in its entirety by the Company s Articles of Association and applicable law. 13.1 Company corporate information The Company s registered and commercial name is Aega ASA. The Company is a public limited liability company organised and existing under the laws of Norway pursuant to the Norwegian Public Limited Liability Companies Act. Aega ASA s registered office is in the municipality of Oslo, Norway. The Company was incorporated in Norway on 1 July 2011. The Company s organisation number in the Norwegian Register of Business Enterprises is 997 410 440, and the Shares are registered in book-entry form with the VPS under ISIN NO0010626559 (other than the New Shares which were issued under a separate ISIN number, being ISIN NO0010768286 until the publication of this Prospectus following which they will have the same ISIN number as the Company s other Shares). The Company s register of shareholders in VPS is administrated by DNB Bank ASA, Registrars Department, 0021 Oslo, Norway. The Company s registered office is located at Munkedamsveien 35, 0250, Oslo, Norway and the Company's main telephone number at that address is +47 91 19 21 32. The Company s website can be found at www.aega.no. Neither the content of www.aega.no, nor of the Group s other websites, is incorporated by reference into or otherwise forms part of this Prospectus. 13.2 Legal structure The Company is the ultimate parent company of the Group and is a holding company of multiple special purpose vehicles (SPVs) being the beneficial owners of the solar parks. The Company has no employees, but has hired a consultant as CEO, who is responsible for performing the tasks normally performed by a CEO. Management of the Company's investments is performed by the management company Aega Solar pursuant to the Management Agreement described in Section 7.6.1. The Company owns directly and indirectly 100% of the shares in Yieldco (Norway) and Piano Molino S.r.l. (Italy). Yieldco holds 100% of the shares in Aega Energy Prima AS (Norway), Aega Energy Seconda AS (Norway) and Aega Energy Terza AS (Norway). Aega Energy AS holds 100% of the shares in Photo-Volt One S.r.l. (Italy) and DT S.r.l. (Italy). Aega Energy Seconda AS holds 100% of the shares in Collesanto S.r.l. (Italy), while AEGA Energy Terza AS holds 100% of the shares in JER-12 S.r.l. (Italy). The six Italian companies are special purpose vehicles owning the solar plant assets. The following chart sets out the Group s legal group structure as of the date of the Prospectus: All subsidiaries are owned 100%. 13.3 Trading on stock exchange The Company has been listed on Oslo Axess in Norway since 7 November 2011. 59
13.4 Share capital and share capital history As of the date of this Prospectus, the Company s share capital is NOK 35,890,957 divided into 35,890,957 Shares, each with a nominal value of NOK 1. All the Shares have been created under the Norwegian Public Limited Liability Companies Act, and are validly issued and fully paid. The Shares are issued in NOK. As a consequence of the Acquisition (ref. section 7.2), more than 10% of the capital has been paid for with assets other than cash within the period covered by the Financial Information. The Company has one class of shares. Neither the Company nor any of its subsidiaries directly or indirectly owns shares in the Company. The table below shows the development in the Company s share capital since the Company's incorporation to the date hereof: Change in Date of resolution Type of change share capital (NOK) Nominal value (NOK) New number of shares New share capital (NOK) 1 July 2011 Incorporation 1,580,724 1-1,580,724 10 October 2011 Capital increase 628,296 1 2,209,020 2,209,020 18 January 2016 Capital increase 25,151,275 1 27,360,295 27,360,295 30 May 2016 Capital increase 8,530,662 1 35,890,957 35,890,957 The number of shares in the Company was 2,209,020 shares both per 1 January 2015 and per 31 December 2015. 13.5 Ownership structure As of 17 August 2016, the Company had 309 shareholders. Approximately 99.81% of the Shares were held by Norwegian citizens and approximately 0.19% were held by foreign citizens. The Company s 20 largest shareholders as registered in the VPS as of 17 August 2016 are shown in the table below: # Shareholders Number of Shares Percent 1 AEGA SOLAR AS... 4,582,534 12.77 % 2 BEARHILL INC AS... 2,615,034 7.29 % 3 THORVALD MORRIS HARALDSEN... 1,605,333 4.47 % 4 TORE SÆTREMYR... 943,694 2.63 % 5 JAN STEINAR NEREM... 919,724 2.56 % 6 LJM AS... 867,890 2.42 % 7 MOGER INVEST AS... 867,890 2.42 % 8 OLAV VESAAS... 710,141 1.98 % 9 TORSTEIN SØLAND... 668,890 1.86 % 10 PENTHOUSE MIRADORES AS... 666,667 1.86 % 11 MORO AS... 666,667 1.86 % 12 FINN STRØM-RASMUSSEN... 666,667 1.86 % 13 RACCOLTA AS... 595,840 1.66 % 14 CLEAR THOUGHT AS... 551,833 1.54 % 15 JAN P HARTO AS... 507,841 1.41 % 16 ROALD ARNOLD NYGÅRD... 500,000 1.39 % 17 VIA GLORIA AS... 500,000 1.39 % 18 BETONGCONSULT EIENDOM AS... 484,610 1.35 % 19 FIN SERCK-HANSSEN... 462,657 1.29 % 20 MAGNOLIA SYSTEM AS... 450,667 1.26 % Top 20 shareholders... 19,834,579 55.27 % Others... 16,056,378 44,73 % Total... 35,890,957 100.0% There are no differences in voting rights between the shareholders. Shareholders owning 5% or more of the Shares have an interest in the Company s share capital which is notifiable pursuant to the Norwegian Securities Trading Act. See Section 14.7 Disclosure obligations for a description of the disclosure obligations under the Norwegian Securities Trading Act. As of 17 August 2016, Aega Solar owned 12.77% 60
and Bearhill Inc AS owned 7.29% of the Shares. The Company is not aware of any other persons or entities who, directly or indirectly, have an interest in 5% or more of the Shares. 13.6 Authorisation to increase the share capital and to issue Shares On 22 February 2016, the Company s General Meeting passed a resolution to grant the Board of Directors an authorisation to increase the share capital of the Company by NOK 13,680,147, equal to approximately 50% of the Company s share capital. The Board of Directors used the authorization to increase the Company's share capital by NOK 8,530,662 in connection with the Private Placement. As of the date of this Prospectus, the Board of Directors has an outstanding authorisation to increase the share capital with up to NOK 5,149,485. 13.7 Authorisation to acquire treasury shares The Board of Directors has an outstanding authorisation to acquire the Company s own Shares (treasury shares) for an amount up to NOK 2,736,029 (based on the Shares' nominal value). 13.8 Other financial instruments Neither the Company nor any of its subsidiaries has issued any options, warrants, convertible loans or other instruments that would entitle a holder of any such instrument to subscribe for any shares in the Company or its subsidiaries. Furthermore, neither the Company nor any of its subsidiaries has issued subordinated debt or transferable securities other than the Shares and the shares in its subsidiaries which will be held, directly or indirectly, by the Company. 13.9 Shareholder rights The Company has one class of Shares in issue, and in accordance with the Norwegian Public Limited Liability Companies Act, all Shares in that class provide equal rights in the Company. Each of the Company s Shares carries one vote. The rights attaching to the Shares are described in Section 13.10 The Articles of Association and certain aspects of Norwegian law. 13.10 The Articles of Association and certain aspects of Norwegian law 13.10.1 The Articles of Association The Company s Articles of Association are set out in Appendix A to this Prospectus. Below is a summary of provisions of the Articles of Association. Objective of the Company The Company's objective set out in article 3 of the Company's Articles of Association is to invest in and own companies within the solar energy industry and everything related thereto. The Company may also engage in trading with financial securities, mainly shares, equity certificates and derivatives related to these, including business in connection with this. Registered office The Company's registered office is in the municipality of Oslo, Norway. Share capital and shares The Company s share capital is NOK 35,890,957 divided into 35,890,957 Shares, each Share with a nominal value of NOK 1. The Shares are registered with the Norwegian Central Securities Depository (VPS). Board of Directors The Company s Board of Directors shall consist of a minimum of three and a maximum of eight members. Signatory powers The Company's CEO and the Chairman of the Board of Directors are, separately, authorized signatories of the Company. Nomination committee 61
The Company shall have a nomination committee. See Section 11.7 Nomination committee". General meetings The ordinary General Meeting shall approve the annual financial reports and annual statement, including the distribution of dividends. In addition, the ordinary General Meeting shall review and approve all other matters required by law or the Articles of Association. The Company may communicate by electronical means to give notices, information, documents etc. to the shareholders. Documents relating to matters to be addressed by the General Meeting which are made available on the Company's internet home page, will not be sent to the shareholders. Restrictions on transfer of Shares The Articles of Association do not provide for any restrictions on the transfer of Shares, or a right of first refusal in relation to the Shares. Share transfers are not subject to approval by the Board of Directors. 13.10.2 Certain aspects of Norwegian corporate law General meetings Through the General Meeting, shareholders exercise supreme authority in a Norwegian company. In accordance with Norwegian law, the annual General Meeting of shareholders is required to be held each year on or prior to 30 June. Norwegian law requires that written notice of annual General Meetings setting forth the time of, the venue for and the agenda of the meeting be sent to all shareholders with a known address no later than 21 days before the annual General Meeting of a Norwegian public limited company listed on a stock exchange or a regulated market shall be held, unless the articles of association stipulate a longer deadline, which is not currently the case for the Company. A shareholder may vote at the General Meeting either in person or by proxy appointed at their own discretion. Although Norwegian law does not require the Company to send proxy forms to its shareholders for General Meetings, the Company plans to include a proxy form with notices of General Meetings. All of the Company s shareholders who are registered in the register of shareholders maintained with the VPS as of the date of the General Meeting, or who have otherwise reported and documented ownership to Shares, are entitled to participate at General Meetings. Apart from the annual General Meeting, extraordinary General Meetings of shareholders may be held if the Board of Directors considers it necessary. An extraordinary General Meeting of shareholders must also be convened if, in order to discuss a specified matter, the auditor or shareholders representing at least 5% of the share capital demands this in writing. The requirements for notice and admission to the annual General Meeting also apply to extraordinary General Meetings. However, the annual General Meeting of a Norwegian public limited company may with a majority of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a General Meeting resolve that extraordinary General Meetings may be convened with a 14 day notice period until the next annual General Meeting provided the Company has procedures in place allowing shareholders to vote electronically. Voting rights amendments to the Articles of Association Each of the Shares carries one vote. In general, decisions that shareholders are entitled to make under Norwegian law or the Articles of Association may be made by a simple majority of the votes cast. In the case of elections or appointments, the person(s) who receive(s) the greatest number of votes cast are elected. However, as required under Norwegian law, certain decisions, including resolutions to waive preferential rights to subscribe in connection with any share issue in the Company, to approve a merger or demerger of the Company, to amend the Articles of Association, to authorize an increase or reduction in the share capital, to authorize an issuance of convertible loans or warrants by the Company or to authorize the Board of Directors to purchase Shares and hold them as treasury shares or to dissolve the Company, must receive the approval of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a General Meeting. Norwegian law further requires that certain decisions, which have the effect of substantially altering the rights and preferences of any shares or class of shares, receive the approval by the holders of such shares or class of shares as well as the majority required for amending the Articles of Association. Decisions that (i) would reduce the rights of some or all of the Company s shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of the Shares, require that at least 90% of the share capital represented at the General Meeting in question vote in favor of the resolution, as well as the majority required for amending the Articles of Association. 62
In general, only a shareholder registered in the VPS is entitled to vote for such Shares. Beneficial owners of the Shares that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor is any person who is designated in the VPS register as the holder of such Shares as nominees. Investors should note that there are varying opinions as to the interpretation of the right to vote on nominee registered shares. In the Company s view, a nominee may not meet or vote for Shares registered on a NOM-account. A shareholder must, in order to be eligible to register, meet and vote for such Shares at the General Meeting, transfer the Shares from such NOM-account to an account in the shareholder s name. There are no quorum requirements that apply to the General Meetings. Additional issuances and preferential rights If the Company issues any new Shares, including bonus share issues, the Articles of Association must be amended, which requires the same vote as other amendments to the Articles of Association. In addition, under Norwegian law, the Company s shareholders have a preferential right to subscribe for new Shares issued by the Company. Preferential rights may be derogated from by resolution in a General Meeting passed by the same vote required to amend the Articles of Association. A derogation of the shareholders preferential rights in respect of bonus issues requires the approval of all outstanding Shares. The General Meeting may, by the same vote as is required for amending the Articles of Association, authorize the Board of Directors to issue new Shares, and to derogate from the preferential rights of shareholders in connection with such issuances. Such authorization may be effective for a maximum of two years, and the nominal value of the Shares to be issued may not exceed 50% of the registered par share capital when the authorization is registered with the Norwegian Register of Business Enterprises. Under Norwegian law, the Company may increase its share capital by a bonus share issue, subject to approval by the Company s shareholders, by transfer from the Company s distributable equity or from the Company s share premium reserve and thus the share capital increase does not require any payment of a subscription price by the shareholders. Any bonus issues may be affected either by issuing new shares to the Company s existing shareholders or by increasing the nominal value of the Company s outstanding Shares. Issuance of new Shares to shareholders who are citizens or residents of the United States upon the exercise of preferential rights may require the Company to file a registration statement in the United States under United States securities laws. Should the Company in such a situation decide not to file a registration statement, the Company s U.S. shareholders may not be able to exercise their preferential rights. If a U.S. shareholder is ineligible to participate in a rights offering, such shareholder would not receive the rights at all and the rights would be sold on the shareholder s behalf by the Company. Minority rights Norwegian law sets forth a number of protections for minority shareholders of the Company, including, but not limited to, those described in this paragraph and the description of General Meetings as set out above. Any of the Company s shareholders may petition Norwegian courts to have a decision of the Board of Directors or the Company s shareholders made at the General Meeting declared invalid on the grounds that it unreasonably favors certain shareholders or third parties to the detriment of other shareholders or the Company itself. The Company s shareholders may also petition the courts to dissolve the Company as a result of such decisions to the extent particularly strong reasons are considered by the court to make necessary dissolution of the Company. Minority shareholders holding 5% or more of the Company s share capital have a right to demand in writing that the Company s Board of Directors convene an extraordinary General Meeting to discuss or resolve specific matters. In addition, any of the Company s shareholders may in writing demand that the Company place an item on the agenda for any General Meeting as long as the Company is notified in time for such item to be included in the notice of the meeting. If the notice has been issued when such a written demand is presented, a renewed notice must be issued if the deadline for issuing notice of the General Meeting has not expired. Rights of redemption and repurchase of Shares The share capital of the Company may be reduced by reducing the nominal value of the Shares or by cancelling Shares. Such a decision requires the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at a General Meeting. Redemption of individual Shares requires the consent of the holders of the Shares to be redeemed. 63
The Company may purchase its own Shares provided that the Board of Directors has been granted an authorization to do so by a General Meeting with the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at the meeting. The aggregate nominal value of treasury shares so acquired, and held by the Company must not exceed 10% of the Company s share capital, and treasury shares may only be acquired if the Company s distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the shares. The authorization by the General Meeting of the Company s shareholders cannot be granted for a period exceeding 18 months. Shareholder vote on certain reorganizations A decision of the Company s shareholders to merge with another company or to demerge requires a resolution by the General Meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the General Meeting. A merger plan, or demerger plan signed by the Board of Directors along with certain other required documentation, would have to be sent to all the Company s shareholders, or if the Articles of Association stipulate that, made available to the shareholders on the Company s website, at least one month prior to the General Meeting to pass upon the matter. Liability of members of the Board of Directors Board Members owe a fiduciary duty to the Company and its shareholders. Such fiduciary duty requires that the Board Members act in the best interests of the Company when exercising their functions and exercise a general duty of loyalty and care towards the Company. Their principal task is to safeguard the interests of the Company. Board Members may each be held liable for any damage they negligently or willfully cause the Company. Norwegian law permits the General Meeting to discharge any such person from liability, but such discharge is not binding on the Company if substantially correct and complete information was not provided at the General Meeting passing upon the matter. If a resolution to discharge the Company s Board Members from liability or not to pursue claims against such a person has been passed by a General Meeting with a smaller majority than that required to amend the Articles of Association, shareholders representing more than 10% of the share capital or, if there are more than 100 shareholders, more than 10% of the shareholders may pursue the claim on the Company s behalf and in its name. The cost of any such action is not the Company s responsibility but can be recovered from any proceeds the Company receives as a result of the action. If the decision to discharge any of the Company s Board Members from liability or not to pursue claims against the Company s Board Members is made by such a majority as is necessary to amend the Articles of Association, the minority shareholders of the Company cannot pursue such claim in the Company s name. Indemnification of Directors Neither Norwegian law nor the Articles of Association contains any provision concerning indemnification by the Company of the Board of Directors. The Company is permitted to purchase insurance for the Board Members against certain liabilities that they may incur in their capacity as such. Distribution of assets on liquidation Under Norwegian law, the Company may be wound-up by a resolution of the Company s shareholders at the General Meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the meeting. In the event of liquidation, the Shares rank equally in the event of a return on capital. 13.10.3 Shareholders agreements To the knowledge of the Company, there are no shareholders agreements related to the Shares. 64
14 SECURITIES TRADING IN NORWAY Set out below is a summary of certain aspects of securities trading in Norway. The summary is based on the rules and regulations in force in Norway as at the date of this Prospectus, which may be subject to changes occurring after such date. The summary does not purport to be a comprehensive description of securities trading in Norway. Shareholders who wish to clarify the aspects of securities trading in Norway should consult with and rely upon their own advisors. 14.1 Introduction Oslo Axess was established in 2007 and is a Norwegian regulated market, operated by the Oslo Stock Exchange, in which mainly shares are traded. 14.2 Trading and settlement Trading of equities on Oslo Axess is carried out in the electronic trading system Millennium Exchange. This trading system is in use by all markets operated by the London Stock Exchange, including the Borsa Italiana, as well as by the Johannesburg Stock Exchange. Official trading on Oslo Axess takes place between 09:00 hours (CET) and 16:20 hours (CET) each trading day, with pre-trade period between 08:15 hours (CET) and 09:00 hours (CET), closing auction from 16:20 hours (CET) to 16:25 hours (CET) and a post-trade period from 16:25 hours (CET) to 17:30 hours (CET). Reporting of after exchange trades can be done until 17:30 hours (CET). The settlement period for trading on Oslo Axess is two trading days (T+2). This means that securities will be settled on the investor s account in the VPS two days after the transaction, and that the seller will receive payment after two days. Oslo Clearing ASA, a wholly-owned subsidiary of SIX x-clear AG, a company in the SIX group, has a license from the Norwegian FSA to act as a central clearing service, and has from 18 June 2010 offered clearing and counterparty services for equity trading on Oslo Axess. Investment services in Norway may only be provided by Norwegian investment firms holding a license under the Norwegian Securities Trading Act, branches of investment firms from an EEA member state or investment firms from outside the EEA that have been licensed to operate in Norway. Investment firms in an EEA member state may also provide cross-border investment services into Norway. It is possible for investment firms to undertake market-making activities in shares listed in Norway if they have a license to this effect under the Norwegian Securities Trading Act, or in the case of investment firms in an EEA member state, a license to carry out market-making activities in their home jurisdiction. Such market-making activities will be governed by the regulations of the Norwegian Securities Trading Act relating to brokers trading for their own account. However, such market-making activities do not as such require notification to the Norwegian FSA or the Oslo Stock Exchange except for the general obligation of investment firms that are members of the Oslo Stock Exchange to report all trades in stock exchange listed securities. 14.3 Information, control and surveillance Under Norwegian law, the Oslo Stock Exchange is required to perform a number of surveillance and control functions regarding Oslo Axess. The Surveillance and Corporate Control unit of the Oslo Stock Exchange monitors all market activity on a continuous basis. Market surveillance systems are largely automated, promptly warning department personnel of abnormal market developments. The Norwegian FSA controls the issuance of securities in both the equity and bond markets in Norway and evaluates whether the issuance documentation contains the required information and whether it would otherwise be unlawful to carry out the issuance. Under Norwegian law, a company that is listed on a Norwegian regulated market, or has applied for listing on such market, must promptly release any inside information directly concerning the company. Inside information means precise information about financial instruments, the issuer thereof or other matters which are likely to have a significant effect on the price of the relevant financial instruments or related financial instruments, and which are not publicly available or commonly known in the market. A company may, however, delay the release of such information in order not to prejudice its legitimate interests, provided that it is able to ensure the confidentiality of the information and that the delayed release would not be likely to mislead the public. The Oslo Stock Exchange may levy fines on 65
companies violating these requirements. 14.4 The VPS and transfer of Shares The Company s principal share register is operated through the VPS. The VPS is the Norwegian paperless centralized securities register. It is a computerized book-keeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. The VPS and the Oslo Stock Exchange are both wholly-owned by Oslo Børs VPS Holding ASA. All transactions relating to securities registered with the VPS are made through computerized book entries. No physical share certificates are, or may be, issued. The VPS confirms each entry by sending a transcript to the registered shareholder irrespective of any beneficial ownership. To give effect to such entries, the individual shareholder must establish a share account with a Norwegian account agent. Norwegian banks, Norges Bank (being, Norway s central bank), authorized securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act as account agents. As a matter of Norwegian law, the entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties as against the issuing company or any third party claiming an interest in the given security. A transferee or assignee of shares may not exercise the rights of a shareholder with respect to such shares unless such transferee or assignee has registered such shareholding or has reported and shown evidence of such share acquisition, and the acquisition is not prevented by law, the relevant company s articles of association or otherwise. The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in respect of registered securities unless the error is caused by matters outside the VPS control which the VPS could not reasonably be expected to avoid or overcome the consequences of. Damages payable by the VPS may, however, be reduced in the event of contributory negligence by the aggrieved party. The VPS must provide information to the Norwegian FSA on an ongoing basis, as well as any information that the Norwegian FSA requests. Further, Norwegian tax authorities may require certain information from the VPS regarding any individual s holdings of securities, including information about dividends and interest payments. 14.5 Shareholder register Norwegian law Under Norwegian law, shares are registered in the name of the beneficial owner of the shares. As a general rule, there are no arrangements for nominee registration and Norwegian shareholders are not allowed to register their shares in the VPS through a nominee. However, foreign shareholders may register their shares in the VPS in the name of a nominee (bank or other nominee) approved by the Norwegian FSA. An approved and registered nominee has a duty to provide information on demand about beneficial shareholders to the company and to the Norwegian authorities. In case of registration by nominees, the registration in the VPS must show that the registered owner is a nominee. A registered nominee has the right to receive dividends and other distributions, but cannot vote in General Meetings on behalf of the beneficial owners. 14.6 Foreign investment in shares listed in Norway Foreign investors may trade shares listed on Oslo Axess through any broker that is a member of the Oslo Stock Exchange, whether Norwegian or foreign. 14.7 Disclosure obligations If a person s, entity s or consolidated group s proportion of the total issued shares and/or rights to shares in a company listed on a regulated market in Norway (with Norway as its home state, which will be the case for the Company) reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of that company, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to notify the Oslo Stock Exchange and the issuer immediately. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the company s share capital. 66
14.8 Insider trading According to Norwegian law, subscription for, purchase, sale or exchange of financial instruments that are listed, or subject to the application for listing, on a Norwegian regulated market, or incitement to such dispositions, must not be undertaken by anyone who has inside information, as defined in Section 3-2 of the Norwegian Securities Trading Act. The same applies to the entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights whose value is connected to such financial instruments or incitement to such dispositions. 14.9 Mandatory offer requirement The Norwegian Securities Trading Act requires any person, entity or consolidated group that becomes the owner of shares representing more than one-third of the voting rights of a company listed on a Norwegian regulated market (with the exception of certain foreign companies not including the Company) to, within four weeks, make an unconditional general offer for the purchase of the remaining shares in that company. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of shares that, together with the party s own shareholding, represent more than one-third of the voting rights in the company and the Oslo Stock Exchange decides that this is regarded as an effective acquisition of the shares in question. The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares that exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered. When a mandatory offer obligation is triggered, the person subject to the obligation is required to immediately notify the Oslo Stock Exchange and the company in question accordingly. The notification is required to state whether an offer will be made to acquire the remaining shares in the company or whether a sale will take place. As a rule, a notification to the effect that an offer will be made cannot be retracted. The offer and the offer document required are subject to approval by the Oslo Stock Exchange before the offer is submitted to the shareholders or made public. The offer price per share must be at least as high as the highest price paid or agreed by the offeror for the shares in the six-month period prior to the date the threshold was exceeded. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the expiration of the mandatory offer period, the acquirer is obliged to restate its offer at such higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered. In case of failure to make a mandatory offer or to sell the portion of the shares that exceeds the relevant threshold within four weeks, the Oslo Stock Exchange may force the acquirer to sell the shares exceeding the threshold by public auction. Moreover, a shareholder who fails to make an offer may not, as long as the mandatory offer obligation remains in force, exercise rights in the company, such as voting in a General Meeting, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise his/her/its rights to dividends and pre-emption rights in the event of a share capital increase. If the shareholder neglects his/her/its duty to make a mandatory offer, the Oslo Stock Exchange may impose a cumulative daily fine that runs until the circumstance has been rectified. Any person, entity or consolidated group that owns shares representing more than one-third of the votes in a company listed on a Norwegian regulated market (with the exception of certain foreign companies not including the Company) is obliged to make an offer to purchase the remaining shares of the company (repeated offer obligation) if the person, entity or consolidated group through acquisition becomes the owner of shares representing 40%, or more of the votes in the company. The same applies correspondingly if the person, entity or consolidated group through acquisition becomes the owner of shares representing 50% or more of the votes in the company. The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares which exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered. Any person, entity or consolidated group that has passed any of the above mentioned thresholds in such a way as not to trigger the mandatory bid obligation, and has therefore not previously made an offer for the remaining shares in the company in accordance with the mandatory offer rules is, as a main rule, obliged to make a mandatory offer in the event of a subsequent acquisition of shares in the company. 14.10 Compulsory acquisition Pursuant to the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, a shareholder who, directly or through subsidiaries, acquires shares representing 90% or more of the total number of issued shares in a Norwegian public limited liability company, as well as 90% or more of the total voting rights, has a 67
right, and each remaining minority shareholder of the company has a right to require such majority shareholder, to effect a compulsory acquisition for cash of the shares not already owned by such majority shareholder. Through such compulsory acquisition the majority shareholder becomes the owner of the remaining shares with immediate effect. If a shareholder acquires shares representing more than 90% of the total number of issued shares, as well as more than 90% of the total voting rights, through a voluntary offer in accordance with the Securities Trading Act, a compulsory acquisition can, subject to the following conditions, be carried out without such shareholder being obliged to make a mandatory offer: (i) the compulsory acquisition is commenced no later than four weeks after the acquisition of shares through the voluntary offer, (ii) the price offered per share is equal to or higher than what the offer price would have been in a mandatory offer, and (iii) the settlement is guaranteed by a financial institution authorized to provide such guarantees in Norway. A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share, the determination of which is at the discretion of the majority shareholder. However, where the offeror, after making a mandatory or voluntary offer, has acquired more than 90% of the voting shares of a company and a corresponding proportion of the votes that can be cast at the General Meeting, and the offeror pursuant to Section 4-25 of the Norwegian Public Liability Limited Companies Act completes a compulsory acquisition of the remaining shares within three months after the expiry of the offer period, it follows from the Norwegian Securities Trading Act that the redemption price shall be determined on the basis of the offer price for the mandatory/voluntary offer unless specific reasons indicate another price. Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will, as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in determining the consideration to be paid to the minority shareholder as a result of the compulsory acquisition. Absent a request for a Norwegian court to set the price or any other objection to the price being offered, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline. 14.11 Foreign exchange controls There are currently no foreign exchange control restrictions in Norway that would potentially restrict the payment of dividends to a shareholder outside Norway, and there are currently no restrictions that would affect the right of shareholders of a company that has its shares registered with the VPS who are not residents in Norway to dispose of their shares and receive the proceeds from a disposal outside Norway. There is no maximum transferable amount either to or from Norway, although transferring banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax authorities, customs and excise authorities, the National Insurance Administration and the Norwegian FSA have electronic access to the data in this register. 68
15 TAXATION Set out below is a summary of certain Norwegian and United States tax matters related to an investment in the Company. The summary regarding Norwegian and United States taxation is based on the laws in force in Norway and United States as at the date of this Prospectus, which may be subject to any changes in law occurring after such date. Such changes could possibly be made on a retrospective basis. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the shares in the Company. Shareholders who wish to clarify their own tax situation should consult with and rely upon their own tax advisers. Shareholders resident in jurisdictions other than Norway and shareholders who cease to be resident in Norway for tax purposes (due to domestic tax law or tax treaty) should specifically consult with and rely upon their own tax advisers with respect to the tax position in their country of residence and the tax consequences related to ceasing to be resident in Norway for tax purposes. Please note that for the purpose of the summary below, a reference to a Norwegian or non-norwegian shareholder refers to the tax residency rather than the nationality of the shareholder. 15.1 Norwegian taxation 15.1.1 Norwegian Shareholders Taxation of Dividends Dividends received by shareholders that are limited liability companies (and certain similar entities) resident in Norway for tax purposes ( Norwegian Corporate Shareholders ) are effectively taxed at a rate of 0.75% (i.e. 3% of dividend income from such shares is included in the calculation of ordinary income for Norwegian Corporate Shareholders and ordinary income is subject to tax at a flat rate of currently 25%). Dividends received by shareholders who are individuals resident in Norway for tax purposes ( Norwegian Individual Shareholders ) are taxable at a flat rate of currently 28.75% to the extent the dividend exceeds a tax-free allowance. The allowance is calculated on a share-by-share basis. The allowance for each share is equal to the cost price of the share (plus any excess allowance from previous years) multiplied by a determined risk-free interest rate based on the effective rate after tax of interest on treasury bills (Norwegian: statskasseveksler ) with three months maturity. The allowance is calculated for each calendar year, and it is allocated solely to Norwegian Individual Shareholders holding shares at the expiration of the relevant income year. Norwegian Individual Shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related to the year of transfer. Any part of the calculated allowance one year exceeding the dividend distributed on the share ( excess allowance ) may be carried forward and set off against future dividends received on (or gains upon realisation of, see below) the same share. Any excess allowance will also be included in the basis for calculating the allowance on the same share in the following years. Taxation of Capital Gains Sale, redemption or other disposal of shares is considered a realisation for Norwegian tax purposes. Capital gains generated by Norwegian Corporate Shareholders through a realisation of shares qualifying for Norwegian participation exemption, including the shares in the Company, are exempt from tax. Losses upon the realisation of shares and costs incurred in connection with the purchase and realisation of such shares are not tax deductible for Norwegian Corporate Shareholders. A capital gain or loss generated by a Norwegian Individual Shareholder through realisation of shares is taxable or tax deductible in Norway, at a rate of currently 28.75%. The capital gain or loss is included in or deducted from the shareholder s ordinary income in the year of disposal. The gain is subject to tax and the loss is tax deductible irrespective of the duration of the ownership and the number of shares disposed of. The taxable gain/deductible loss is calculated per share, as the difference between the consideration for the share and the Norwegian Individual Shareholder s cost price of the share, including any costs incurred in relation to the acquisition or realisation of the share. From this capital gain, Norwegian Individual Shareholders are entitled to deduct a calculated allowance, provided that such allowance has not already been used to reduce taxable dividend income. Please refer to Section 16.1.1 Norwegian Shareholders - Taxation of dividends above for a description of the calculation of the allowance. The allowance may only be deducted in order to reduce a taxable gain, and cannot increase or produce a deductible loss, i.e., any unused allowance exceeding the capital gain upon the realisation of a share will be annulled. 69
If the Norwegian Individual Shareholder owns shares acquired at different points in time, the shares that were first acquired will be regarded as the first to be disposed of (the first in first out -principle). Net Wealth Tax The value of shares is included in the basis for computation of net wealth tax imposed on Norwegian Individual Shareholders. The marginal tax rate is currently 0.85% of the value assessed. The value for assessment purposes for listed shares is equal to the listed value as of 1 January in the year of assessment (i.e. the year following the relevant fiscal year). Norwegian Corporate Shareholders are not subject to net wealth tax. 15.1.2 Non-Norwegian Shareholders Taxation of Dividends Dividends distributed to shareholders that are not resident in Norway for tax purposes ( Non-Norwegian Shareholders ) from a Norwegian limited liability company are as a general rule subject to Norwegian withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident. Dividends distributed to Non-Norwegian Shareholders that are limited liability companies ( Non-Norwegian Corporate Shareholders ) resident within the EEA for tax purposes are exempt from Norwegian withholding tax provided that the shareholder is the beneficial owner of the shares and that the shareholder is genuinely established and performs genuine economic business activities within the relevant EEA jurisdiction. If the Non-Norwegian Corporate Shareholder holds the shares in connection with business activities in Norway, the shareholder will be subject to the same taxation as a Norwegian Corporate Shareholder, as described above. Non-Norwegian Shareholders who are individuals ( Non-Norwegian Individual Shareholders ) resident within the EEA for tax purposes may apply individually to Norwegian tax authorities for a refund for an amount corresponding to the calculated tax-free allowance in respect of each individual share, please see Section 15.1.1 "Norwegian Shareholders" above. If a Non-Norwegian Individual Shareholder is carrying on business activities in Norway and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian Individual Shareholder, as described above. Non-Norwegian Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply individually to the Norwegian tax authorities for a refund of the excess withholding tax deducted. The withholding obligation in respect of dividends distributed to Non-Norwegian Shareholders lies with the company distributing the dividends and the Company assumes this obligation. Foreign Shareholders should consult their own advisers regarding the availability of treaty benefits in respect of dividend payments. Taxation of Capital Gains Capital gains derived from the sale or other disposal of shares in the Company by Non-Norwegian Corporate Shareholders are not subject to taxation in Norway. Gains from the sale or other disposal of shares in the Company by a Non-Norwegian Individual Shareholder will not be subject to tax in Norway unless the Non-Norwegian Shareholder holds the shares in connection with business activities carried out or managed from Norway. Such taxation may be limited according to an applicable tax treaty or other specific regulations. Net Wealth Tax Shareholders not resident in Norway for tax purposes are not subject to Norwegian net wealth tax with respect to the Shares, unless the shareholder is an individual, and the shareholding is effectively connected to the conduct of trade or business in Norway. 70
15.1.3 VAT and transfer taxes etc. No VAT, transfer taxes, stamp or similar duties are currently imposed in Norway on the purchase, issuance, disposal or redemption of shares. 15.1.4 Inheritance Tax A transfer of shares through inheritance or as a gift does not give rise to inheritance or gift tax in Norway. 71
16 THE PRIVATE PLACEMENT This Section provides information on the completed Private Placement. Please note that the New Shares issued in the Private Placement have already been subscribed for, paid and issued. 16.1 Background for and term of the Private Placement The Company carried out the Private Placement with gross proceeds up to approximately NOK 25 million in order to be able to further grow the Company in accordance with its strategy by investing in new solar power plants in Italy and to strengthen the Company's balance sheet. The Private Placement was directed towards existing shareholders, Norwegian investors and international institutional investors, pursuant to and in compliance with applicable exemptions from the obligation to publish an offering prospectus pursuant to the Norwegian Securities Trading Act.. The minimum subscription and allocation amount in the Private Placement was the NOK or share equivalent of EUR 100,000, provided however, that the Company and Pioner Kapital AS reserved the right to offer up to 149 investors to subscribe for or be allocated a lower amount. The New Shares were offered at a subscription price of NOK 3.00 per Share. The subscription period in the Private Placement lasted from 2 May 2016 until 27 May 2016. The allocation of the New Shares was at the discretion of the Board of the Company with a view to achieving a preferable ownership structure. In addition, the size of the order and the time and date of submission were taken into consideration when making such decision. Obtaining capital in order to finance the Company's acquisitions of new solar power plants is an important part of the Company's growth strategy. To achieve the Company's growth targets, it was deemed necessary to obtain capital from external investors. The Board of Directors therefore decided to waive the shareholders' preferential right to subscribe for the New Shares and such waiver was considered objectively justified by the Company's and the shareholders' common interest. Also, the subscription price for the New Share was not substantially different from the market price for the existing Shares, which means that there was no discrimination between shareholders who received an offer to participate in the Private Placement and those who did not.the results of the Private Placement were announced through Oslo Børs' announcement system on 30 May 2016. The payment date in the Private Placement was 7 June 2016 and the share capital increase pertaining to the Private Placement was registered with the Norwegian Register of Business Enterprises on 16 June 2016. The issue of the New Shares under the Private Placement was made in accordance with an authorisation held by the Board of Directors to increase the Company s share capital granted by the General Meeting on 22 February 2016. The Board of Directors resolved on 31 May 2016 to issue and allocate the 8,530,662 New Shares. The New Shares were registered with the Norwegian Register of Business Enterprises on 16 June 2016. The New Shares issued in the Private Placement were, when issued, not listed on the Oslo Axess and have remained unlisted until the date of the publication of this Prospectus. 16.2 Resolutions regarding the Private Placement On 22 February 2016, the Company s General Meeting passed the following resolution to grant the Board of Directors an authorisation to increase the share capital of the Company by NOK 13,680,147, equal to approximately 50% of the Company s share capital (translated from Norwegian): (i) The Board of Directors is authorised to increase the share capital by up to NOK 13,680,147. The subscription price and other subscription terms is determined by the Board of Directors. (ii) The capital increase may be settled in cash, set-off, or contribution in kind. The authorisation covers a right to incur special obligations for the Company, according to the Norwegian Public Limited Liability Companies Act section 10-2. (iii) The Board may set aside the shareholders preferential rights to subscribe for the new shares pursuant to the Norwegian Public Limited Liability Companies Act Section 10-4 cf. Section 10-5. (iv) The authorisation covers resolution on a merger in accordance with the Norwegian Public Limited Liability Companies Act section 13-5. 72
(v) The authorisation shall be valid until the Annual General Meeting to be held in 2017, at the latest 30 June 2017. On 31 May 2016, the Board of Directors passed the following resolution to increase the share capital of the Company through the issue of New Shares in the Private Placement (translated from Norwegian): (i) The share capital is increased with NOK 8,530,662 by issuing 8,530,662 new shares, each with a par value of NOK 1. (ii) The subscription price per share is NOK 3. (iii) The shareholders' pre-emptive right pursuant to Section 10-4 of the Norwegian Public Limited Liability Companies Act shall be set aside. (iv) The shares shall be subscribed by the Chairman of the Board Knut Øversjøen based on powers of attorney from the subscribers listed in Appendix 1. The shares shall be subscribed for in the minutes from the general meeting. (v) The share deposits shall be paid in cash to account number 1503.24.46644 no later than 10 June 2016. (vi) The new shares shall have full shareholder rights, including the right to dividends, from the date of registration of the share capital increase in the Norwegian Register of Business Enterprises. (vii) Article 4 of the Company s articles of association is amended to reflect the new number of shares and the new share capital: The share capital is NOK 35,890,957, divided into 35,890,957 shares, each having a nominal value of NOK 1. The shares shall be registered in the VPS. (viii) The expenses in connection with the share capital increase is estimated to NOK 1,536,000. 16.3 The New Shares The share capital increase pertaining to the Private Placement was registered with the Norwegian Register of Business Enterprises on 16 June 2016. The New Shares were upon issue registered in the VPS under a separate ISIN number, being ISIN NO0010768286, pending the publication of this Prospectus and the listing of the New Shares on the Oslo Stock Exchange. With effect from the publication of this Prospectus, the New Shares will be registered under the same ISIN as the Company s other existing Shares, being ISIN NO0010626559, and the New Shares will be listed and admitted to trading on the Oslo Axess from the same date (being the date hereof). The New Shares issued in the Private Placement are ordinary Shares in the Company each having a nominal value of NOK 1 and were delivered electronically in registered book-entry form in the VPS. The Company s VPS account operator is DNB Bank ASA, Registrar Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. The New Shares carry full shareholder rights, in all respects equal to the existing Shares of the Company, from the time of registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises on 16 June 2016. All Shares, including the New Shares, will have voting rights and other rights and obligations which are standard under the Norwegian Public Limited Liability Act, and are governed by Norwegian law. See Section 13 Corporate information and description of share capital for further information relating to the Shares, including the New Shares. 16.4 Share capital following the Private Placement Following the registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the number of issued and outstanding Shares in the Company have been increased by 8,530,662 Shares from 27,360,295 Shares to 35,890,957 Shares, each with a nominal value of NOK 1 and the Company s share capital have been increased by NOK 8,530,662 from NOK 27,360,295 to NOK 35,890,957. 73
The Company has only one class of shares outstanding and all Shares are freely transferable. 16.5 Dilution The dilutive effect of the Private Placement is approximately 23.8%. 16.6 Use of proceeds The net proceeds from the Private Placement (estimated to NOK 26.6 million after payment of expenses (see Section 16.9 Net proceeds and expenses below)), will be used to further grow the Company by investing in new solar power plants in Italy, strengthen the Company's balance sheet and liquidity position as well as for general corporate purposes. 16.7 Interests of natural and legal persons involved in the Private Placement The Company is not aware of any interests, including conflicting ones, that is material to the Private Placement. 16.8 Advisors Advokatfirmaet Thommessen AS (Norwegian law) is acting as legal adviser to the Company. 16.9 Net proceeds and expenses The Company will bear the fees and expenses related to the Private Placement. The total expenses are estimated to NOK 1.9 million, mainly relating to the publication of this Prospectus. The gross proceeds of the Private Placement amount to NOK 25,591,986. No expenses or taxes will be charged by the Company to the subscribers in the Private Placement. Total net proceeds from the Private Placement are estimated to approximately NOK 23.6 million. 16.10 Jurisdiction and choice of law This Prospectus, the Private Placement and the Listing shall be governed by, and construed in accordance with, and the New Shares have been issued pursuant to, Norwegian law. Any dispute arising out of, or in connection with, this Prospectus, the Private Placement and the Listing shall be subject to the exclusive jurisdiction of the courts of Norway, with Oslo district court as legal venue. 74
17 ADDITIONAL INFORMATION 17.1 Auditor and advisors The Company s auditor is PricewaterhouseCoopers AS with business registration number 987 009 713, and business address Dronning Eufemias gate 8, 0191 Oslo, Norway. Advokatfirmaet Thommessen AS, Haakon VIIs gate 10, 0161, Oslo, Norway, is acting as Norwegian counsel to the Company. Pioner Kapital AS, Hieronymus Heyerdahls gate 1, 0160, Oslo, Norway, has been acting as manager for the company in relation to the Private Placement. 17.2 Documents on display For the life of the Prospectus the following documents (or copies thereof) may be inspected at the Company s offices at Munkedamsveien 35, 0250 Oslo, Norway during normal business hours from Monday to Friday each week (except public holidays) for a period of twelve months from the date of this Prospectus: The Company s Certificate of Incorporation and Articles of Association; All reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Company s request any part of which is included or referred to in this Prospectus; and This Prospectus. 17.3 Incorporation by reference The information incorporated by reference in this Prospectus shall be read in connection with the cross-reference list set out in the table below. Except as provided in this Section, no information is incorporated by reference in this Prospectus. The Company incorporates by reference the Group's unaudited consolidated interim financial statements as of and for the three month periods ended 31 March 2016 and 2015 (the Interim Financial Statements) and the Group s audited financial statements as of and for the years ended 31 December 2015 and 2014 (the Financial Statements), as well as certain other documents set out below: Section in the Prospectus Disclosure requirements of the Prospectus Sections Audited historical 9, 10 financial information (Annex XXV, Section 3.1) Section 9 Audit report (Annex XXV, Section 20.1) Section 9 Interim financial information (Annex XXV, section 3.2) Section 7 Principal investments (Annex XXV, Section 20.6.1) Page (P) in reference Reference document and link document 1 Financial Statements 2015: P 14-16 http://www.newsweb.no/newsweb/search.do?messageid=399954 Financial Statements 2014: http://www.newsweb.no/newsweb/search.do?messageid=376023 P 6-9 Auditor s Report 2015: http://www.newsweb.no/newsweb/search.do?messageid=399954 P 31-32 Auditor s Report 2014: http://www.newsweb.no/newsweb/search.do?messageid=376023 P 31-32 Interim Financial Statements Q1 2016: http://www.newsweb.no/newsweb/search.do?messageid=403207 P 8-11 Interim Financial Statements Q1 2015: http://www.newsweb.no/newsweb/search.do?messageid=376023 P 3-5 Financial Statements 2015: http://www.newsweb.no/newsweb/search.do?messageid=399954 P 2-3 1 The original page number as stated in the reference document. 75
18 DEFINITIONS AND GLOSSARY In the Prospectus, the following defined terms have the following meanings: Articles of Association... The Company s articles of association attached as Appendix A of this Prospectus. Aega... Aega ASA. Aega Solar... Aega Solar AS. Acquisition... The Company's acquisition of all shares in Yieldco made on 21 January 2016 against a consideration of approximately NOK 75.5 million. Board of Directors or Board... The Board of Directors of Aega ASA. Board Members... Members of the Board of Directors of Aega ASA. CEFA/AFA... Certified European Financial Analyst. CET... Central European Time. CEO... Chief Executive Officer. CFO... Chief Financial Officer. Company... Aega ASA. Corporate Governance Code... The Norwegian Code of Practice for Corporate Governance dated 30 October 2014. DnR... The Norwegian Institute of Public Accountants. EEA... European Economic Area. EU... The European Union. EUR... The lawful currency of the participating member states in the European Union. EUR/MWh... EUR per MWh. EU Prospectus Directive... Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, and amendments thereto, including the 2010 PD Amending Directive to the extent implemented in the Relevant Member State. Exclusivity Period... The period in which Aega Solar shall not be allowed to conduct management services for other parties other than the Group pursuant to the Management Agreement. Financial Information... The Financial Statements and the Interim Financial Statements together. Financial Statements... The audited annual financial statements for the Group as of and for the years ended 31 December 2014 and 2015. FiT... Feed-in Tariffs. Forward-looking statements... Statements that reflect the Group s current intentions, beliefs or current expectations concerning, among other things, financial position, operating results, liquidity, prospects, growth, strategies and the industries and markets in which the Group operates. Forward-looking statements are not guarantees of future performance and the Group s actual financial position, operating results and liquidity, and the development of the industries and markets in which the Group operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Prospectus. General Meeting... The general meeting of the shareholders in the Company. Group... The Company taken together with its consolidated subsidiaries. GSE... Gestore dei Servizi Energetici. GW... Gigawatt. GWh... Gigawatt-hours. GWp... Gigawatt-peak. HSE... Health, safety and environment. IAS 34... International Accounting Standard 34. IFRS... International Financial Reporting Standards as adopted by the EU. IGAAP... Italian Generally Accepted Accounting Principles. Interim Financial Statements... The unaudited interim consolidated financial information for the Group as of and for the three month periods ended 31 March 2015 and 2016. IRR... Internal rate of return. ISIN... International Securities Identification Number. KW... Kilowatt. KWh... Kilowatt-hours. KWp... Kilowatt-peak. Listing... The listing on Oslo Axess by Aega of the New Shares. 76
M&A... Mergers and Acquisitions. Management Agreement... The management agreement with Aega Solar entered into on 11 April 2016 regarding operations of the solar park portfolio, sourcing of new investments, due diligence and other services related to the solar plant business for the Group. Manager... Pioner Kapital AS. Member States... Member states of the EU participating in the European Monetary Union having adopted the Euro as its lawful currency. MW... Megawatt. MWh... Megawatt-hours. MWp... Megawatt-peak. New Investments... Projects acquired after the date of the Management Agreement. New Shares... The 8,530,662 new shares in the Company issued in the Private Placement. NGAAP... Norwegian Generally Accepted Accounting Principles. NHH... Norwegian School of Economics. NOK... Norwegian Kroner, the lawful currency of Norway. NOM-account... Nominee account. Non-Norwegian Corporate Shareholders... Shareholders who are limited liability companies and certain similar corporate entities not resident in Norway for tax purposes. Non-Norwegian Individual Shareholders... Non-Norwegian Shareholders who are individuals. Non- Norwegian Shareholders... Shareholders that are not resident in Norway for tax purposes. Norwegian Individual Shareholders. Shareholders who are individuals resident in Norway for tax purposes. Norwegian Corporate Shareholders. Shareholders who are limited liability companies and certain similar corporate entities resident in Norway for tax purposes. Norwegian FSA... The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet). Norwegian Public Limited Companies Act... Norwegian Public Limited Liability Companies Act of 13 June 1997 No 45. Oslo Axess... A regulated market place operated by Oslo Børs ASA (the Oslo Stock Exchange ). Norwegian Securities Trading Act... The Norwegian Securities Trading Act of 28 June 2007, no. 75 (Nw.: verdipapirhandelloven). Oslo Stock Exchange... Oslo Børs ASA, or, as the context may require, Oslo Børs, a Norwegian regulated stock exchange operated by Oslo Børs ASA. Private Placement... The issuance of 8,530,662 New Shares in the Private Placement completed on 31 May 2016. Pro Forma Financial Information... The unaudited pro forma condensed consolidated statements of income for the financial year ended 31 December. PV... Photovoltaic. Prospectus... This Prospectus dated 18 August 2016. PwC... PricewaterhouseCoopers AS. SEC... The U.S. Securities and Exchange Commission. Share(s)... Means the shares of the Company, each with a nominal value of NOK 1, or any one of them, including the New Shares. Small Parks... Solar parks having a size between 1 MW up to 5 MW. SPP... Solar power plant. SPV... Single purpose vehicles. SWAP... A derivative contract through which two parties exchange financial instruments. TWh... Terrawatt-hours. VAT... Value-added tax. VPS or Verdipapirsentralen... The Norwegian Central Securities Depository (Nw.: Verdipapirsentralen). VPS account... An account with VPS for the registration of holdings of securities. Yieldco... Aega Yieldco AS. Yieldco Financial Statements... Yieldco s audited financial statements as of and for the year ended 31 December 2015 and Yieldco's subsidiaries' financial statements as of and for the year ended 31 December 2015. 77
APPENDIX A: ARTICLES OF ASSOCIATION 78
VEDTEKTER FOR AEGA ASA Oppdatert 31. mai 2016 1 Firma Selskapets navn er Aega ASA. Selskapet er et allmennaksjeselskap. 2 Forretningskontor Selskapets forretningskontor er i Oslo kommune. 3 Selskapets virksomhet Selskapets formål er investeringer i og eierskap av selskaper innenfor solenergiindustrien og alt som står i sammenheng med dette. Selskapet kan også drive handel med finansielle instrumenter, hovedsakelig aksjer, egenkapitalbevis og derivater knyttet til disse, samt virksomhet i tilknytning til dette. 4 Aksjekapital og aksjer Selskapets aksjekapital er kr. 35 890 957 fordelt på 35 890 957aksjer, hver pålydende kr. 1. Aksjene er registrert i Verdipapirsentralen. 5 Styre Selskapets styre skal bestå av tre til åtte medlemmer, etter generalforsamlingens nærmere beslutning. 6 Signatur Selskapets firma tegnes av styrets leder og daglig leder hver for seg. 7 Valgkomite Selskapet skal ha en valgkomité bestående av tre medlemmer som velges av generalforsamlingen for tre år av gangen. Valgkomiteen skal maksimalt ha ett medlem som også er medlem av selskapets styre og skal ikke inneholde representanter fra selskapets daglige ledelse. Valgkomiteens oppgave er å avgi innstilling til generalforsamlingen om valg av aksjonærvalgte medlemmer til styret, styreleder, nestleder, samt honorar til styremedlemmene. Innstillingen skal avgis til styrets leder senest tre uker før avholdelse av generalforsamlingen. 8 Generalforsamling Den ordinære generalforsamling skal behandle og avgjøre: 1. Godkjennelse av årsregnskapet og årsberetningen, herunder utdeling av utbytte. 2. Andre saker som i henhold til loven eller vedtektene hører under generalforsamlingen. 9 Elektronisk kommunikasjon Selskapet kan benytte elektronisk kommunikasjon når det skal gi meldinger, varsler, informasjon, dokumenter, underretninger og liknende etter aksjeloven til en aksjeeier. 10 Dokumenter lagt ut på selskapets internettside Dokumenter som gjelder saker som skal behandles på generalforsamlingen og som er gjort tilgengelig for aksjeeierne på selskapets internett side, vil ikke bli tilsendt aksje eierne. 79
APPENDIX B: YIELDCO FINANCIAL STATEMENTS 80
Årsregnskap 2015 Aega Yieldco AS Org.nr.:916 192 134 81
Årsberetning 2015 AEGA Yieldco AS VIRKSOMHETENS ART Aega Yieldco AS er et selskap der virksomheten omfatter indirekte eierskap i solcelleparker. Selskapet er lokalisert i Oscarsgate 52 Oslo. RETTVISENDE OVERSIKT OVER UTVIKLING OG RESULTAT Selskapet er stiftet i 2015, det er derfor ingen sammenligningstall. Selskapet hadde underskudd på 1 094 386 i 2015. Selskapet er et holdingselskap og det var ingen inntrektsstrøm fra datterselskapet i 2015. Fremover forventes det inntekter fra managment fee, konsernbidrag, renteinntekter og utbytte. Selskapet eier alle aksjene i AEGA Energy Prima AS, AEGA Energy Seconda AS, AEGA Energy Terza AS. Som alle driver virksomhet innen for solcelleparker i Italia. HENDELSER ETTER BALANSEDAGEN I januar 2016 har 100% av aksjene til selskapet blitt solgt til AEGA ASA (tidligere Nordic Financial ASA). De tidligere aksjonærene i AEGA Yieldco AS har fått oppgjør i aksjer i AEGA ASA. Selskapet har i 2016 hatt en del kostnader i forbindelse med denne transaksjoner. I tillegg har selskapet utført en due diligence på 14MW solcelleparker i 2016, som en endte opp med å ikke kjøpe. FORTSATT DRIFT Årsregnskapet er utarbeidet under forutsetningen om fortsatt drift. ARBEIDSMILJØ Selskapet har ingen ansatte. LIKESTILLING Selskapet har ingen ansatte. YTRE MILJØ Selskapet driver ikke virksomhet som forurenser det ytre miljøet. AEGA gruppen jobber aktivt for å ha et negativt karbon-avtrykk ved drift og forbedring av solcelleparker. ANDRE FORHOLD Styret kjenner ikke til noen forhold av viktighet for å bedømme selskapets stilling og resultat som ikke fremgår av regnskapet og balansen med noter. Det er heller ikke etter regnskapsårets utgang inntrådt forhold som etter styrets syn har betydning ved bedømmelse av regnskapet. FREMTIDSUTSIKTER Selskapet planlegger  ha lavere aktivitetsnivå i selskapet, da det kun har blitt et holdingselskap under 82
Årsberetning 2015 rffiireg- AEGA Yieldco AS AEGAASA. FORSTAG NT DEIfiING AVTAP I 2O15 hadde selskapet et underskudd etter skattekostnad på kr 1 094 385 som foreslås disponert slik: Til udekket tap kr. 1G)4 386 Med den utviklingen vi nå er inne i, ligger etter styrets oppfatning forholdene godt til rette for videre drift q utvikling. Os o,30.5.2016 Vecård Finstrd 83
RESULTATREGNSKAP AEGA YIELDCO AS DRIFTSINNTEKTER OG DRIFTSKOSTNADER Note 2015 2014 Annen driftskostnad 7 1 094 976 0 Sum driftskostnader 7 1 094 976 0 Driftsresultat -1 094 976 0 FINANSINNTEKTER OG FINANSKOSTNADER Annen renteinntekt 8 589 0 Resultat av finansposter 589 0 Ordinært resultat før skattekostnad -1 094 386 0 Ordinært resultat -1 094 386 0 Årsresultat -1 094 386 0 OVERFØRINGER Overført til udekket tap 1 094 386 0 Sum overføringer -1 094 386 0 AEGA YIELDCO AS SIDE 2 84
BALANSE AEGA YIELDCO AS EIENDELER Note 2015 2014 ANLEGGSMIDLER FINANSIELLE ANLEGGSMIDLER Investeringer i datterselskap 3 45 857 680 0 Sum finansielle anleggsmidler 3 45 857 680 0 Sum anleggsmidler 45 857 680 0 OMLØPSMIDLER FORDRINGER Bankinnskudd, kontanter o.l. 5 803 344 0 Sum omløpsmidler 5 803 344 0 Sum eiendeler 51 661 024 0 AEGA YIELDCO AS SIDE 3 85
AEGAYIELDCO A5 EGENKAPITAT OG GJETD INNSKUfi EGENKAPITAL Aksjekapital Overkurs Annen innskutt egenkapita I Sum innskutt egenkapital 5 5 6 6 2015 581 390 48966229-2507 239 47 040 380 20t4 0 0 0 0 OPPTJENT EGENKAPITAT Udekket tap Sum opptjent egenkapital 6 6-1 094 386-1 094 386 0 0 Sum egenkapital 4s 945 994 GJELD Gjeld til konsernselskaper Sum annen langsiktig gield 2 300 000 2 300 (Xto KORTSIKTIG GJELD Leverandørgjeld Annen kortsiktig gjeld Sum kortsiktig gjeld 2 s85 885 829 t46 3 415 030 0 0 0 Sum gjeld Sum egenkapital og gjeld @n 5 715 030 0slo, 30.06.2016 Styret iaega Yieldco AS A /i _, It lliti r ;' I Håvard tillebo daglig leder AE6A YIELDCO AS SIDE 4 86
Regnskapsprinsipper Årsregnskap er satt opp i samsvar med regnskapsloven av 1998, etter reglene for små foretak og det er utarbeidet etter norske regnskapsstandarder. DRIFTSINNTEKTER OG KOSTNADER Inntektsføring skjer etter opptjeningsprinsippet som normalt vil være leveringstidspunktet for varer og tjenester. Kostnader medtas etter sammenstillingsprinsippet, dvs. at kostnader medtas i samme periode som tilhørende inntekter inntektsføres. HOVEDREGEL FOR VURDERING OG KLASSIFISERING AV EIENDELER OG GJELD Eiendeler bestemt til varig eie eller bruk er klassifisert som anleggsmidler. Andre eiendeler er klassifisert som omløpsmidler. Fordringer som skal tilbakebetales innen et år er uansett klassifisert som omløpsmidler. Ved klassifisering av kortsiktig og langsiktig gjeld er analoge kriterier lagt til grunn. Anleggsmidler vurderes til anskaffelseskost, men nedskrives til virkelig verdi når verdifallet forventes ikke å være forbigående. Anleggsmidler med begrenset økonomisk levetid avskrives planmessig. Langsiktig gjeld balanseføres til nominelt mottatt beløp på etableringstidspunktet. Omløpsmidler vurderes til laveste av anskaffelseskost og virkelig verdi. Kortsiktig gjeld balanseføres til nominelt mottatt beløp på etableringstidspunktet. Enkelte poster er vurdert etter andre regler. Postene det gjelder vil være blant de postene som omhandles nedenfor. VALUTA Pengeposter i utenlandsk valuta omregnes til balansedagens kurs. Fordringer og gjeld som er sikret med valutaterminkontrakter er vurdert til terminkurs, med unntak av renteelementet som blir periodisert og klassifisert som renteinntekt/-kostnad. VARIGE DRIFTSMIDLER Varige driftsmidler avskrives over forventet økonomisk levetid. Avskrivningene er som hovedregel fordelt lineært over antatt økonomisk levetid. ANDRE ANLEGGSAKSJER OG ANDELER Anleggsaksjer og mindre investeringer i ansvarlige selskaper og kommandittselskaper hvor ikke har betydelig innflytelse balanseføres til anskaffelseskost. Investeringene blir nedskrevet til virkelig verdi dersom verdifallet ikke er forbigående. Mottatt utbytte og andre overskuddsutdelinger fra selskapene inntektføres som annen finansinntekt. FORDRINGER Kundefordringer og andre fordringer oppføres til pålydende etter fradrag for avsetning til forventet tap. Avsetning til tap gjøres på grunnlag av en individuell vurdering av de enkelte fordringene. I tillegg gjøres det for øvrige kundefordringer en uspesifisert avsetning for å dekke antatt tap. SKATT Skattekostnaden i resultatregnskapet omfatter både periodens betalbare skatt og endring i utsatt skatt. Utsatt skatt er beregnet med 25% på grunnlag av de midlertidige forskjeller som eksisterer mellom regnskapsmessige og skattemessige verdier, samt ligningsmessig underskudd til fremføring ved utgangen av regnskapsåret. Skatteøkende og skattereduserende midlertidige forskjeller som reverserer eller kan reversere i samme periode er utlignet og nettoført. Utsatt skatt på merverdier i forbindelse med oppkjøp av datterselskap blir ikke utlignet. 87
Note 2 Skatt Årets skattekostnad 2015 2014 Resultatført skatt på ordinært resultat: Betalbar skatt 0 0 Endring i utsatt skattefordel 0 0 Skattekostnad ordinært resultat 0 0 Skattepliktig inntekt: Ordinært resultat før skatt -1 094 386 0 Permanente forskjeller -2 507 239 0 Endring i midlertidige forskjeller 0 0 Skattepliktig inntekt -3 601 625 0 Betalbar skatt i balansen: Betalbar skatt på årets resultat 0 0 Sum betalbar skatt i balansen 0 0 Skatteeffekten av midlertidige forskjeller og underskudd til fremføring som har gitt opphav til utsatt skatt og utsatte skattefordeler, spesifisert på typer av midlertidige forskjeller: 2015 2014 Endring Akkumulert fremførbart underskudd -3 601 625 0 3 601 625 Grunnlag for beregning av utsatt skatt -3 601 625 0 3 601 625 Utsatt skattefordel (25 % / 27 %) -900 406 0 900 406 I henhold til God regnskapsskikk for små foretak balanseføres ikke utsatt skattefordel. 88
Note 3 Langsiktige investeringer i andre selskaper Forretnings- Eierandel/ Egenkapital Resultat kontor stemme- siste år siste år andel 100% 100% Datterselskap: AEGA Energy Prima AS Eidskog, Norge 100% 7 381 279-1 379 926 AEGA Energy Seconda AS Eidskog, Norge 100% 20 740 513-168 614 AEGA Energy Terza AS Eidskog, Norge 100% 10 942 528-1 380 456 Selskapet fører ikke konsernregnskap da det er under klassen små foretak. Note 4 Fordringer og gjeld 2015 2014 Krav på innbetaling av selskapskapital 5 454 469 0 Fordringer på selskap i konsern 0 0 Lån til selskap i konsern 2 300 000 0 Leverandørgjeld 2 585 885 - Annen kortsiktig gjeld 829 146 0 Sum 5 715 030 - Note 5 Aksjekapital og aksjonærinformasjon Aksjekapitalen på kr. 581 390 består av 5 813 900 aksjer à kr. 0,1. Antall aksjer i klasse A er : 5 813 900 I tillegg er det 453 029 aksjer som ikke registert som kapitalforhøyelse ennå. Totalt er denne kapitalforhøyelsen på 5 454 469 Navn Antall aksjer Prosent AEGA Solar AS 881 597 14% Bearhill Inc AS 402 417 6% Thorvald Haraldsen 400 000 6% Torstein Søland 166 667 3% Tore Sætremyr 152 083 2% Raccolta AS 148 465 2% Clear Thought AS 137 500 2% Olav Vesaas 135 417 2% Nerem Eiendom AS 119 167 2% Fin Serck-Hanssen 116 667 2% Roald Nygård 112 500 2% Jan Steinar Nerem 110 000 2% Alf Gervin 95 833 2% Anders Lillehagen 95 833 2% Låshuset Larsens Eftf. AS v/stein Bugten 93 750 1% Hans Henrik Høibraaten 91 667 1% LJM AS 91 667 1% Moger Invest AS 91 667 1% Trond Reierstad 91 667 1% Birger Hansen 88 333 1% Totalt 3 622 897 58% 89
Note 6 Egenkapital Aksje-kapital Overkurs Annen innskutt egenkapital Annen egenkapital Sum Stiftelse 30 000 0-15 000 0 15 000 Tingsinnskudd 28.10.15 496 326 45 361 353-1 549 375 0 44 308 305 Emisjon 26.11.15 55 064 4 966 737-451 962 4 569 838 Emisjon 28.12.15 0 0-490 902-490 902 Kapital nedsettelse 0-1 361 861 0 0-1 361 861 Årets resultat 0 0 0-1 094 386-1 094 386 Egenkapital 31.12.2015 581 390 48 966 229-2 507 239-1 094 386 45 945 994 Det ble vedtatt en ny emisjon 28.12.15 som er registert i Brønnøysundregistrene per 7.1.2016 samt innbetalt i Jaunar 2016. Denne emisjonen var på 5 454 469 kr Note 7 Lønnskostnader, antall ansatte, godtgjørelser, lån til ansatte m.v. Selskapet har ikke hatt noen ansatte i regnskapsåret. Selskapet har ikke betalt noe honorar til styret i året. Kostnadsført godtgjørelse til revisor 2015 2014 Revisjon 35 675 0 Erklæring tingsinnskudd 49 375 0 Andre tjenester 87 500 0 Sum godtgjørelse til revisor 172 550 0 Note 8 Spesifikasjon av finansinntekter og finanskostnader Finansinntekter 2015 2014 Renteinntekt fra andre foretak i samme konsern 0 0 Netto valutagevinst 0 0 Annen finansinntekt 589 0 Sum finansinntekter 589 0 Finanskostnader 2015 2014 Rentekostnader 0 0 Annen finanskostnad 0 0 Sum finanskostnader 0 0 90
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Årsregnskap 2015 Aega Energy Prima AS Org.nr.:913 769 511 93
Årsberetning 2015 AEGA Energy Prima AS VIRKSOMHETENS ART Aega Energy Prima AS er et selskap der virksomheten omfatter eierskap i solcelleparker. Selskapet er lokalisert i Eidskog kommune. RETTVISENDE OVERSIKT OVER UTVIKLING OG RESULTAT Selskapet hadde underskudd på 1 379 926 i 2015. Selskapet er et holdingselskap og det var ingen inntrektsstrøm fra datterselskapet i 2015. Fremover forventes det inntekter fra managment fee, konsernbidrag, renteinntekter og utbytte. Selskapet eier alle aksjene i DT S.r.l og Photo-Volt One S.r.l som er selskaper som eier solcelleparker i Italia. FORTSATT DRIFT Årsregnskapet er utarbeidet under forutsetningen om fortsatt drift. ARBEIDSMILJØ Selskapet har ingen ansatte. LIKESTILLING Selskapet har ingen ansatte. YTRE MILJØ Selskapet driver ikke virksomhet som forurenser det ytre miljøet. AEGA gruppen jobber aktivt for å ha et negativt karbon-avtrykk ved drift og forbedring av solcelleparker. ANDRE FORHOLD Styret kjenner ikke til noen forhold av viktighet for å bedømme selskapets stilling og resultat som ikke fremgår av regnskapet og balansen med noter. Det er heller ikke etter regnskapsårets utgang inntrådt forhold som etter styrets syn har betydning ved bedømmelse av regnskapet. FREMTIDSUTSIKTER Selskapet planlegger å ha lavere aktivitetsnivå i selskapet, da det kun har blitt et holdingselskap under AEGA ASA. FORSLAG TIL DEKNING AV TAP I 2015 hadde selskapet et underskudd etter skattekostnad på kr 1 379 926 som foreslås disponert slik: Til annen egenkapital kr. 1 379 926 Med den utviklingen vi nå er inne i, ligger etter styrets oppfatning forholdene godt til rette for videre drift og utvikling. 94
Årsberetning 2015 @Aego AEGA Energy Prima AS Os1o,30.6.2015 62" Vedard Finstad 95
RESULTATREGNSKAP AEGA ENERGY PRIMA AS DRIFTSINNTEKTER OG DRIFTSKOSTNADER Note 2015 2014 Annen driftskostnad 7 1 869 028 18 032 Sum driftskostnader 1 869 028 18 032 Driftsresultat -1 869 028-18 032 FINANSINNTEKTER OG FINANSKOSTNADER Annen renteinntekt 8 22 996 65 735 Annen finansinntekt 8 668 708 0 Annen finanskostnad 8 202 601 0 Resultat av finansposter 8 489 102 65 735 Ordinært resultat før skattekostnad -1 379 926 47 703 Ordinært resultat -1 379 926 47 703 Årsresultat -1 379 926 47 703 OVERFØRINGER Avsatt til annen egenkapital -1 379 926 47 703 Sum overføringer -1 379 926 47 703 AEGA ENERGY PRIMA AS SIDE 2 96
BALANSE AEGA ENERGY PRIMA AS EIENDELER Note 2015 2014 FINANSIELLE ANLEGGSMIDLER Investeringer i datterselskap 3 6 914 492 2 533 559 Lån til foretak i samme konsern 4 4 103 936 0 Sum finansielle anleggsmidler 11 018 429 2 533 559 Sum anleggsmidler 11 018 429 2 533 559 OMLØPSMIDLER FORDRINGER Andre kortsiktige fordringer 4 536 024 1 106 228 Sum fordringer 536 024 1 106 228 INVESTERINGER Bankinnskudd, kontanter o.l. 27 520 6 198 144 Sum omløpsmidler 563 544 7 304 372 Sum eiendeler 11 581 972 9 837 931 AEGA ENERGY PRIMA AS SIDE 3 97
AEGA ENERGY PRIMA AS EGENKAPITAL OG GJELD Note 2015 20t4 INNSKUTT EGENKAPITAL Aksjekapital Annen innskutt egenkapital Sum innskutt egenkapital 5 6 6 8 510 000 203 502 87L3502 r.0 630 000-856 498 9773502 OPPTJENT EGENKAPITAL Annen egenkapital Sum opptjent egenkapital 5 6 -t332223-1332223 47 703 47 703 Sum egenkapital 7 38t279 982t20s GJELD AVSETNI NG FOR FORPLIKTELSER Øvrig langsiktig gjeld Sum annen langsiktig gjeld 4 09r_ 500 4 091 500 0 0 KORTSIIfiIG GJELD Leverandørgjeld Annen kortsiktig gjeld Sum kortsiktig Sjeld 85 485 23709 109 194 L6726 0 t.6726 Sum gjeld 4200 694 L6726 Sum egenkapital og gjeld AEGA ENERGY PRIMAAS SIDE 4 98
Regnskapsprinsipper Årsregnskap er satt opp i samsvar med regnskapsloven av 1998, etter reglene for små foretak og det er utarbeidet etter norske regnskapsstandarder. DRIFTSINNTEKTER OG KOSTNADER Inntektsføring skjer etter opptjeningsprinsippet som normalt vil være leveringstidspunktet for varer og tjenester. Kostnader medtas etter sammenstillingsprinsippet, dvs. at kostnader medtas i samme periode som tilhørende inntekter inntektsføres. HOVEDREGEL FOR VURDERING OG KLASSIFISERING AV EIENDELER OG GJELD Eiendeler bestemt til varig eie eller bruk er klassifisert som anleggsmidler. Andre eiendeler er klassifisert som omløpsmidler. Fordringer som skal tilbakebetales innen et år er uansett klassifisert som omløpsmidler. Ved klassifisering av kortsiktig og langsiktig gjeld er analoge kriterier lagt til grunn. Anleggsmidler vurderes til anskaffelseskost, men nedskrives til virkelig verdi når verdifallet forventes ikke å være forbigående. Anleggsmidler med begrenset økonomisk levetid avskrives planmessig. Langsiktig gjeld balanseføres til nominelt mottatt beløp på etableringstidspunktet. Omløpsmidler vurderes til laveste av anskaffelseskost og virkelig verdi. Kortsiktig gjeld balanseføres til nominelt mottatt beløp på etableringstidspunktet. Enkelte poster er vurdert etter andre regler. Postene det gjelder vil være blant de postene som omhandles nedenfor. VALUTA Pengeposter i utenlandsk valuta omregnes til balansedagens kurs. Fordringer og gjeld som er sikret med valutaterminkontrakter er vurdert til terminkurs, med unntak av renteelementet som blir periodisert og klassifisert som renteinntekt/-kostnad. VARIGE DRIFTSMIDLER Varige driftsmidler avskrives over forventet økonomisk levetid. Avskrivningene er som hovedregel fordelt lineært over antatt økonomisk levetid. ANDRE ANLEGGSAKSJER OG ANDELER Anleggsaksjer og mindre investeringer i ansvarlige selskaper og kommandittselskaper hvor ikke har betydelig innflytelse balanseføres til anskaffelseskost. Investeringene blir nedskrevet til virkelig verdi dersom verdifallet ikke er forbigående. Mottatt utbytte og andre overskuddsutdelinger fra selskapene inntektføres som annen finansinntekt. FORDRINGER Kundefordringer og andre fordringer oppføres til pålydende etter fradrag for avsetning til forventet tap. Avsetning til tap gjøres på grunnlag av en individuell vurdering av de enkelte fordringene. I tillegg gjøres det for øvrige kundefordringer en uspesifisert avsetning for å dekke antatt tap. SKATT Skattekostnaden i resultatregnskapet omfatter både periodens betalbare skatt og endring i utsatt skatt. Utsatt skatt er beregnet med 25% på grunnlag av de midlertidige forskjeller som eksisterer mellom regnskapsmessige og skattemessige verdier, samt ligningsmessig underskudd til fremføring ved utgangen av regnskapsåret. Skatteøkende og skattereduserende midlertidige forskjeller som reverserer eller kan reversere i samme periode er utlignet og nettoført. Utsatt skatt på merverdier i forbindelse med oppkjøp av datterselskap blir ikke utlignet. 99
Note 2 Skatt Årets skattekostnad 2015 2014 Resultatført skatt på ordinært resultat: Betalbar skatt 0 0 Endring i utsatt skattefordel 0 0 Skattekostnad ordinært resultat 0 0 Skattepliktig inntekt: Ordinært resultat før skatt -1 379 926 47 703 Permanente forskjeller 1 645 388-856 498 Endring i midlertidige forskjeller 0 0 Anvendelse av fremførbart underskudd -265 461 0 Skattepliktig inntekt 0-808 795 Betalbar skatt i balansen: Betalbar skatt på årets resultat 0 0 Sum betalbar skatt i balansen 0 0 Skatteeffekten av midlertidige forskjeller og underskudd til fremføring som har gitt opphav til utsatt skatt og utsatte skattefordeler, spesifisert på typer av midlertidige forskjeller: 2015 2014 Endring Akkumulert fremførbart underskudd -543 334-808 795-265 461 Inngår ikke i beregningen av utsatt skatt 543 334 0-543 334 Grunnlag for beregning av utsatt skatt 0-808 795-808 795 Utsatt skattefordel (25 % / 27 %) 0-218 375-218 375 I henhold til God regnskapsskikk for små foretak balanseføres ikke utsatt skattefordel. 100
Note 3 Langsiktige investeringer i andre selskaper Forretnings- Eierandel/ Egenkapital Resultat kontor stemme- siste år siste år andel 100% 100% Datterselskap: Photo-Volt One S.r.l Trento, Italia 100% 2 297 342 493 265 DT S.r.l Trento, Italia 100% 7 581 677 188 153 Datterselskapene avlegger regnskap i EURO og etter Italienske regnskapssprinsipper. Note 4 Fordringer og gjeld 2015 2014 Fordringer andre 384 019 856 019 Fordringer på selskap i konsern 4 255 941 240 208 Lån til selskap i konsern 4 091 500 0 Leverandørgjeld 85 485 16 726 Annen kortsiktig gjeld 23 709 0 Sum 4 200 694 16 726 Note 5 Aksjekapital og aksjonærinformasjon Aksjekapitalen på kr. 8 510 000 består av 8 510 000 aksjer à kr. 10. Antall aksjer i klasse A er : 30 000 Antall aksjer i klasse B er : 8 480 000 Alle aksjer i både klasse A og B eies av Aega Yieldco AS Hver av aksjeklassene velger et likt antall styremedlemmer, begrenset til 3 per klasse. Styreformannen velges blant styremedlemmene valgt av aksjeklasse A. Note 6 Egenkapital Aksje-kapital Ikke registert kapitalnedset telse Annen innskutt egenkapital Annen egenkapital Sum Stiftelse 30 000 0-5 666 0 24 334 Emisjon 10 600 000 0-848 000 0 9 752 000 Kapital nedsettelse 0-2 120 000 2 117 168 0-2 832 Årets resultat 0 0 0 47 703 47 703 Egenkapital 31.12.2014 10 630 000-2 120 000 1 263 502 47 703 9 821 205 Egenkapital 01.01.2015 10 630 000-2 120 000 1 263 502 47 703 9 821 205 Registering kapitalnedsettelse -2 120 000 2 120 000 0 0 0 Utbytter 0 0-1 060 000 0-1 060 000 Årets resultat 0 0 0-1 379 926-1 379 926 Egenkapital 31.12.2015 8 510 000 0 203 502-1 332 223 7 381 279 Note 7 Lønnskostnader, antall ansatte, godtgjørelser, lån til ansatte m.v. Selskapet har ikke hatt noen ansatte i regnskapsåret. Selskapet har ikke betalt noe honorar til styret i året. 101
Kostnadsført godtgjørelse til revisor 2015 2014 Revisjon 22 242 9 375 Andre tjenester 25 755 0 Sum godtgjørelse til revisor 47 997 9 375 Note 8 Spesifikasjon av finansinntekter og finanskostnader Finansinntekter 2015 2014 Renteinntekt fra andre foretak i samme konsern 0 0 Netto valutagevinst 466 161 0 Annen finansinntekt 22 996 65 735 Sum finansinntekter 489 156 65 735 Finanskostnader 2015 2014 Rentekostnader 0 0 Annen finanskostnad 54 0 Sum finanskostnader 54 0 Lån til datterselskaper er i EURO 102
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Årsregnskap 2015 Aega Energy Seconda AS Org.nr.:914 356 970 105
Årsberetning 2015 for Aega Energy Seconda AS VIRKSOMHETENS ART Aega Energy Seconda AS er et selskap der virksomheten omfatter eierskap i solcelleparker. Selskapet er lokalisert i Eidskog kommune. RETTVISENDE OVERSIKT OVER UTVIKLING OG RESULTAT Selskapet hadde underskudd på 168 6L4 i2015. Selskapet er et holdingselskap og det var ingen inntrektsstrøm fra datterselskapet i 2015. Fremover forventes det inntekter fra managment fee, konsernbidrag, renteinntekter og utbytte, Selskapet eier alle aksjene i Collesanto S.r.l som er et selskap som eier to solcelleparker i ltalia. FORTSATT DRIFT Årsregnskapet er utarbeidet under forutsetningen om fortsatt drift. ARBEIDSMIUø Selskapet har ingen ansatte. LIKESTILLING Selskapet har ingen ansatte. YTRE MIUø Selskapet driver ikke virksomhet som forurenser det ytre miljøet. AEGA gruppen jobber aktivt for å ha et negativt karbon-avtrykk ved drift og forbedring av solcelleparker. ANDRE FORHOLD Styret kjenner ikke til noen forhold av viktighet for å bedømme selskapets stilling og resultat som ikke fremgår av regnskapet og balansen med noter. Det er heller ikke etter regnskapsårets utgang inntrådt forhold som etter styrets syn har betydning ved bedømmelse av regnskapet. FREMTIDSUTSIKTER Selskapet planlegger å ha lavere aktivitetsnivå i selskapet, da det kun har blitt et holdingselskap under AEGA ASA. FORSLAG TIL DEKNING AV TAP I 20L5 hadde selskapet et underskudd etter skattekostnad på kr 168 614 som foreslås disponert slik: Til udekket tap kr. 168 614 Med den utviklingen vi nå er inne i, ligger etter styrets oppfatning forholdene godt til rette for videre drift og utvikling. Sted/Dato tl*'t{,* Sty'ets leder Vegard Finstad 106
RESULTATREGNSKAP AEGA ENERGY SECONDA AS DRIFTSINNTEKTER OG DRIFTSKOSTNADER Note 2015 2014 Annen driftskostnad 6 1 404 766 9 375 Sum driftskostnader 1 404 766 9 375 Driftsresultat -1 404 766-9 375 FINANSINNTEKTER OG FINANSKOSTNADER Annen renteinntekt 109 128 2 668 Annen finansinntekt 1 129 015 0 Annen finanskostnad 1 992 0 Resultat av finansposter 1 236 151 2 668 Ordinært resultat før skattekostnad -168 614-6 707 Ordinært resultat -168 614-6 707 Årsresultat 7-168 614-6 707 OVERFØRINGER Overført til udekket tap 168 614 6 707 Sum overføringer -168 614-6 707 AEGA ENERGY SECONDA AS SIDE 3 107
BALANSE AEGA ENERGY SECONDA AS EIENDELER Note 2015 2014 VARIGE DRIFTSMIDLER FINANSIELLE ANLEGGSMIDLER Investeringer i datterselskap 4 11 221 892 0 Lån til foretak i samme konsern 5 15 394 075 0 Sum finansielle anleggsmidler 26 615 967 0 Sum anleggsmidler 26 615 967 0 OMLØPSMIDLER INVESTERINGER Bankinnskudd, kontanter o.l. 88 047 23 982 668 Sum omløpsmidler 88 047 23 982 668 Sum eiendeler 26 704 014 23 982 668 AEGA ENERGY SECONDA AS SIDE 4 108
AEGA ENERGY SECONDA AS EGENKAPITAL OG GJELD Note 20t5 2014 INNSKUTT EGENKAPITAL Aksjekapital Overkurs Annen innskutt egenkapital Sum innskutt egenkapital 19 190 000 3 592 500-1 856 666 20 915 834 30 000 0 22083 334 221r3334 OPPTJENT EGENKAPITAL Udekket tap Sum opptjent egenkapital -175 32L -t7532l -6707-6707 Sum egenkapital 207405L3 22tO6627 GJELD ANNEN LANGSIKTIG GJELD @vrig langsiktie gjeld Sum annen langsiktig gjeld 4 9s9 s00 4 9s9 s00 0 0 KORTSIKTIG GJELD Leverandørgjeld Annen kortsiktig gjeld Sum kortsiktig gjeld 314200 689 801 1 004 001 15 041_ 1 861 000 t87604l Sum gjeld 5 963 501 t87604l Sum egenkapital og gjeld Oslo,30.06.20L6 Styret i Aega Energy Seconda AS /-*1 4-L( / Vegard Finstad styreleder AEGA ENERGY SECONDA AS 109
Regnskapsprinsipper Årsregnskap er satt opp i samsvar med regnskapsloven av 1998, etter reglene for små foretak og det er utarbeidet etter norske regnskapsstandarder. DRIFTSINNTEKTER OG KOSTNADER Inntektsføring skjer etter opptjeningsprinsippet som normalt vil være leveringstidspunktet for varer og tjenester. Kostnader medtas etter sammenstillingsprinsippet, dvs. at kostnader medtas i samme periode som tilhørende inntekter inntektsføres. HOVEDREGEL FOR VURDERING OG KLASSIFISERING AV EIENDELER OG GJELD Eiendeler bestemt til varig eie eller bruk er klassifisert som anleggsmidler. Andre eiendeler er klassifisert som omløpsmidler. Fordringer som skal tilbakebetales innen et år er uansett klassifisert som omløpsmidler. Ved klassifisering av kortsiktig og langsiktig gjeld er analoge kriterier lagt til grunn. Anleggsmidler vurderes til anskaffelseskost, men nedskrives til virkelig verdi når verdifallet forventes ikke å være forbigående. Anleggsmidler med begrenset økonomisk levetid avskrives planmessig. Langsiktig gjeld balanseføres til nominelt mottatt beløp på etableringstidspunktet. Omløpsmidler vurderes til laveste av anskaffelseskost og virkelig verdi. Kortsiktig gjeld balanseføres til nominelt mottatt beløp på etableringstidspunktet. Enkelte poster er vurdert etter andre regler. Postene det gjelder vil være blant de postene som omhandles nedenfor. VALUTA Pengeposter i utenlandsk valuta omregnes til balansedagens kurs. Fordringer og gjeld som er sikret med valutaterminkontrakter er vurdert til terminkurs, med unntak av renteelementet som blir periodisert og klassifisert som renteinntekt/-kostnad. VARIGE DRIFTSMIDLER Varige driftsmidler avskrives over forventet økonomisk levetid. Avskrivningene er som hovedregel fordelt lineært over antatt økonomisk levetid. ANDRE ANLEGGSAKSJER OG ANDELER Anleggsaksjer og mindre investeringer i ansvarlige selskaper og kommandittselskaper hvor ikke har betydelig innflytelse balanseføres til anskaffelseskost. Investeringene blir nedskrevet til virkelig verdi dersom verdifallet ikke er forbigående. Mottatt utbytte og andre overskuddsutdelinger fra selskapene inntektføres som annen finansinntekt. FORDRINGER Kundefordringer og andre fordringer oppføres til pålydende etter fradrag for avsetning til forventet tap. Avsetning til tap gjøres på grunnlag av en individuell vurdering av de enkelte fordringene. I tillegg gjøres det for øvrige kundefordringer en uspesifisert avsetning for å dekke antatt tap. SKATT Skattekostnaden i resultatregnskapet omfatter både periodens betalbare skatt og endring i utsatt skatt. Utsatt skatt er beregnet med 25% på grunnlag av de midlertidige forskjeller som eksisterer mellom regnskapsmessige og skattemessige verdier, samt ligningsmessig underskudd til fremføring ved utgangen av regnskapsåret. Skatteøkende og skattereduserende midlertidige forskjeller som reverserer eller kan reversere i samme periode er utlignet og nettoført. Utsatt skatt på merverdier i forbindelse med oppkjøp av datterselskap blir ikke utlignet. 110
Note 2 Aksjekapital Aksjekapitalen i Aega Energy Seconda AS pr. 31.12 består av følgende aksjeklasser: Antall Pålydende Bokført A-aksjer 3000 10 30000 B-aksjer 1916000 10 0,00 Sum 1 919 000 10 30 000,00 Vedtak på generalforsamlingen krever flertall i hver av aksjeklassene. For innkalling til generalforsamling som kun angår utbetaling av utbytte i henhold til inngåtte aksjonæravtaler er det tilstrekkelig å innkalle innehavere av aksjer i aksjeklasse A. Hver av aksjeklassene velger et likt antall styremedlemmer, begrenset til 3 per klasse. Styreformannen velges blant styremedlemmene valg av aksjeklasse A. EIERSTRUKTUR De største aksjonærene pr. 31.12.15 var: A-aksjer B-aksjer C-aksjer Sum Eierandel Aega Yieldco AS 3000 1916000 0 0 100% Sum øvrige 0 0 0 0 0,0 Totalt antall aksjer 3 000 1 916 000 0 0 100% Navn Verv A-aksjer B-aksjer Totalt antall aksjer Aega Yieldco AS - 3000 1916000 1919000 Note 3 Skatt Årets skattekostnad 2015 2014 Resultatført skatt på ordinært resultat: Betalbar skatt 0 0 Endring i utsatt skattefordel 0 0 Skattekostnad ordinært resultat 0 0 Skattepliktig inntekt: Ordinært resultat før skatt -168 614-6 707 Permanente forskjeller -891 690-5 666 Endring i midlertidige forskjeller 0 0 Skattepliktig inntekt -1 060 304-12 373 Betalbar skatt i balansen: Betalbar skatt på årets resultat 0 0 Sum betalbar skatt i balansen 0 0 Skatteeffekten av midlertidige forskjeller og underskudd til fremføring som har gitt opphav til utsatt skatt og utsatte skattefordeler, spesifisert på typer av midlertidige forskjeller: 111 2015 2014 Endring
Akkumulert fremførbart underskudd -1 072 677-12 373 1 060 304 Inngår ikke i beregningen av utsatt skatt 1 072 677 0-1 072 677 Grunnlag for beregning av utsatt skatt 0-12 373-12 373 Utsatt skattefordel (25 % / 27 %) 0-3 341-3 341 I henhold til God regnskapsskikk for små foretak balanseføres ikke utsatt skattefordel. Note 4 Datterselskap Kontor- Andel Egenkapital 31.12 (ITAGAAP) Resultat 2015 (ITAGAAP) kommune egenkapital NOK NOK Collesanto S.r.l Trento, Italia 100% 10 874 276 610 009 Note 5 Mellomværende med selskap i samme konsern m.v. Kundefordringer Langsiktige fordringer Foretak i samme konsern 15 394 075 Tilknyttet selskap Felles kontrollert virksomhet SUM 0 0 15 394 075 Øvrig langsiktig gjeld Leverandørgjeld Foretak i samme konsern 4 959 500 Tilknyttet selskap Felles kontrollert virksomhet Sum 4 959 500 0 0 0 Note 6 Lønnskostnader, antall ansatte, godtgjørelser, lån til ansatte m.m. Lønnskostnader 2015 2014 Lønninger 0 0 Arbeidsgiveravgift 0 0 Pensjonskostnader 0 0 Andre ytelser 0 0 Sum 0 0 Gjennomsnittlig antall årsverk: 0 112
Ytelser til ledende personer Styre Lønn 0 Pensjonsutgifter 0 Annen godtgjørelse 0 Selskapet har ingen daglig leder. Det er ikke vært noen ansatte i løpet av 2015, og det forventes ingen ansatte i selskapet. Det er ikke utbetalt noen kompensasjon til styret. REVISOR Kostnadsført for lovpålagt revisjonshonorar for 2015 utgjør kr 16 875. I tillegg kommer honorar for andre tjenester med kr 20 000. Note 7 Egenkapital Aksjekapital Overkurs- Ikke registert Annen Udekket tap Sum fond kapitalforhøyelse innskutt EK egenkapital Stiftelse 2014 30 000 0 0-5666 0 24 334 Kapitalforhøyelse 23 950 000-1861000 22 089 000 Resultat 2014-6 707-6 707 Pr 01.01.2015 30 000 0 23 950 000-1 866 666-6 707 22 106 627 Pr. 01.01.2015 30 000 0 23 950 000-1 866 666-6 707 22 106 627 Registering 19 160 000 4 790 000-23 950 000 0 kapitalforhøyelse Tilbakebetaling -1 197 500-1 197 500 kapital Resultat 2015-168 614-168 614 Pr 31.12.2015 19 190 000 3 592 500 0-1 866 666-175 321 20 740 513 113
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Årsregnskap 2015 Aega Energy Terza AS Org.nr.:915 164 390 117
Årsberetning 2015 AEGA Energy Terza AS VIRKSOMHETENS ART Aega Energy Terza AS er et selskap der virksomheten omfatter indirekte eierskap i solcelleparker. Selskapet er lokalisert i Oscarsgate 52 Oslo. RETTVISENDE OVERSIKT OVER UTVIKLING OG RESULTAT Selskapet er stiftet i 2015, det er derfor ingen sammenligningstall. Selskapet hadde underskudd på 1 380 457 i 2015. Selskapet er et holdingselskap og det var ingen inntrektsstrøm fra datterselskapet i 2015. Fremover forventes det inntekter fra managment fee, konsernbidrag, renteinntekter og utbytte. Selskapet eier alle aksjene i Jer-12 S.r.l som er et selskap som eier to solcelleparker i Italia. FORTSATT DRIFT Årsregnskapet er utarbeidet under forutsetningen om fortsatt drift. ARBEIDSMILJØ Selskapet har ingen ansatte. LIKESTILLING Selskapet har ingen ansatte. YTRE MILJØ Selskapet driver ikke virksomhet som forurenser det ytre miljøet. AEGA gruppen jobber aktivt for å ha et negativt karbon-avtrykk ved drift og forbedring av solcelleparker. ANDRE FORHOLD Styret kjenner ikke til noen forhold av viktighet for å bedømme selskapets stilling og resultat som ikke fremgår av regnskapet og balansen med noter. Det er heller ikke etter regnskapsårets utgang inntrådt forhold som etter styrets syn har betydning ved bedømmelse av regnskapet. FREMTIDSUTSIKTER Selskapet planlegger  ha lavere aktivitetsnivå i selskapet, da det kun har blitt et holdingselskap under AEGA ASA. FORSLAG TIL DEKNING AV TAP I 2015 hadde selskapet et underskudd etter skattekostnad på kr 1 380 457 som foreslås disponert slik: Til udekket tap kr. 1 380 457 118
Årsberetnin g 2015 @Aego AEGA Energy Terza AS Med den utviklingen vi nå er inne i, ligger etter styrets oppfatning forholdene godt til rette for videre drift og utvikling. Os1o,30.6.2016 119
RESULTATREGNSKAP AEGA ENERGY TERZA AS DRIFTSINNTEKTER OG DRIFTSKOSTNADER Note 2015 2014 Annen driftskostnad 7 977 862 0 Sum driftskostnader 977 862 0 Driftsresultat -977 862 0 FINANSINNTEKTER OG FINANSKOSTNADER Annen renteinntekt 8 34 592 0 Annen rentekostnad 8 436 000 0 Annen finanskostnad 8 1 187 0 Resultat av finansposter -402 594 0 Ordinært resultat før skattekostnad -1 380 456 0 Ordinært resultat -1 380 456 0 Årsresultat -1 380 456 0 OVERFØRINGER Overført til udekket tap 1 380 456 0 Sum overføringer -1 380 456 0 AEGA ENERGY TERZA AS SIDE 2 120
BALANSE AEGA ENERGY TERZA AS EIENDELER Note 2015 2014 ANLEGGSMIDLER FINANSIELLE ANLEGGSMIDLER Investeringer i datterselskap 3 4 169 872 0 Lån til foretak i samme konsern 4 7 259 500 0 Sum finansielle anleggsmidler 11 429 372 0 Sum anleggsmidler 11 429 372 0 OMLØPSMIDLER Bankinnskudd, kontanter o.l. 141 165 0 Sum omløpsmidler 141 165 0 Sum eiendeler 11 570 537 0 AEGA ENERGY TERZA AS SIDE 3 121
AEGA ENERGY TERZA AS EGENKAPITAT OG GJELD Note 20L5 2014 INNSKUTT EGENKAPITAL Aksjekapital Overkurs Annen innskutt egenkapital Sum innskutt egenkapital 10 842 000 2 703 000 -L2220L6 t2922984 0 0 0 0 OPPTJENT EGENKAPITAL Udekket tap Sum opptjent egenkapital -1 380 455-1 380 456 0 0 Sum egenkapital 10 942 528 GJELD KORTSIKTIG GJELD Leverandørgjeld Annen kortsiktig gjeld Sum kortsiktig gjeld 226526 40L483 628 009 0 0 0 Sum gjeld 628 009 Sum egenkapital og gjeld Os1o,30.06.2016 Styret i Aega Energy Terza AS AEGA ENERGY TERZA AS 122
Regnskapsprinsipper Årsregnskap er satt opp i samsvar med regnskapsloven av 1998, etter reglene for små foretak og det er utarbeidet etter norske regnskapsstandarder. DRIFTSINNTEKTER OG KOSTNADER Inntektsføring skjer etter opptjeningsprinsippet som normalt vil være leveringstidspunktet for varer og tjenester. Kostnader medtas etter sammenstillingsprinsippet, dvs. at kostnader medtas i samme periode som tilhørende inntekter inntektsføres. HOVEDREGEL FOR VURDERING OG KLASSIFISERING AV EIENDELER OG GJELD Eiendeler bestemt til varig eie eller bruk er klassifisert som anleggsmidler. Andre eiendeler er klassifisert som omløpsmidler. Fordringer som skal tilbakebetales innen et år er uansett klassifisert som omløpsmidler. Ved klassifisering av kortsiktig og langsiktig gjeld er analoge kriterier lagt til grunn. Anleggsmidler vurderes til anskaffelseskost, men nedskrives til virkelig verdi når verdifallet forventes ikke å være forbigående. Anleggsmidler med begrenset økonomisk levetid avskrives planmessig. Langsiktig gjeld balanseføres til nominelt mottatt beløp på etableringstidspunktet. Omløpsmidler vurderes til laveste av anskaffelseskost og virkelig verdi. Kortsiktig gjeld balanseføres til nominelt mottatt beløp på etableringstidspunktet. Enkelte poster er vurdert etter andre regler. Postene det gjelder vil være blant de postene som omhandles nedenfor. VALUTA Pengeposter i utenlandsk valuta omregnes til balansedagens kurs. Fordringer og gjeld som er sikret med valutaterminkontrakter er vurdert til terminkurs, med unntak av renteelementet som blir periodisert og klassifisert som renteinntekt/-kostnad. VARIGE DRIFTSMIDLER Varige driftsmidler avskrives over forventet økonomisk levetid. Avskrivningene er som hovedregel fordelt lineært over antatt økonomisk levetid. ANDRE ANLEGGSAKSJER OG ANDELER Anleggsaksjer og mindre investeringer i ansvarlige selskaper og kommandittselskaper hvor ikke har betydelig innflytelse balanseføres til anskaffelseskost. Investeringene blir nedskrevet til virkelig verdi dersom verdifallet ikke er forbigående. Mottatt utbytte og andre overskuddsutdelinger fra selskapene inntektføres som annen finansinntekt. FORDRINGER Kundefordringer og andre fordringer oppføres til pålydende etter fradrag for avsetning til forventet tap. Avsetning til tap gjøres på grunnlag av en individuell vurdering av de enkelte fordringene. I tillegg gjøres det for øvrige kundefordringer en uspesifisert avsetning for å dekke antatt tap. SKATT Skattekostnaden i resultatregnskapet omfatter både periodens betalbare skatt og endring i utsatt skatt. Utsatt skatt er beregnet med 25% på grunnlag av de midlertidige forskjeller som eksisterer mellom regnskapsmessige og skattemessige verdier, samt ligningsmessig underskudd til fremføring ved utgangen av regnskapsåret. Skatteøkende og skattereduserende midlertidige forskjeller som reverserer eller kan reversere i samme periode er utlignet og nettoført. Utsatt skatt på merverdier i forbindelse med oppkjøp av datterselskap blir ikke utlignet. 123
Note 2 Skatt Årets skattekostnad 2015 2014 Resultatført skatt på ordinært resultat: Betalbar skatt 0 0 Endring i utsatt skattefordel 0 0 Skattekostnad ordinært resultat 0 0 Skattepliktig inntekt: Ordinært resultat før skatt -1 380 456 0 Permanente forskjeller -873 767 0 Endring i midlertidige forskjeller 0 0 Skattepliktig inntekt -2 254 223 0 Betalbar skatt i balansen: Betalbar skatt på årets resultat 0 0 Sum betalbar skatt i balansen 0 0 Skatteeffekten av midlertidige forskjeller og underskudd til fremføring som har gitt opphav til utsatt skatt og utsatte skattefordeler, spesifisert på typer av midlertidige forskjeller: 2015 2014 Endring Akkumulert fremførbart underskudd -2 254 223 0 2 254 223 Inngår ikke i beregningen av utsatt skatt 2 254 223 0-2 254 223 Grunnlag for beregning av utsatt skatt 0 0 0 Utsatt skatt (25 % / 27 %) 0 0 0 I henhold til God regnskapsskikk for små foretak balanseføres ikke utsatt skattefordel. 124
Note 3 Langsiktige investeringer i andre selskaper Forretnings- Eierandel/ Egenkapital Resultat kontor stemme- siste år siste år andel 100% 100% Datterselskap: Jer-12 S.r.l Trento, Italia 100% 5 142 041 32 850 Datterselskapet avlegger regnskap i EURO og etter Italienske regnskapssprinsipper. Note 4 Fordringer og gjeld 2015 2014 Fordringer på selskap i konsern 7 259 500 0 Lån til selskap i konsern 0 0 Leverandørgjeld 226 526 Annen kortsiktig gjeld 401 483 Sum 628 009 - Note 5 Aksjekapital og aksjonærinformasjon Aksjekapitalen på kr. 10 842 000 består av 10 842 000 aksjer à kr. 1. Antall aksjer i klasse A er : 30 000 Antall aksjer i klasse B er : 10 812 000 Alle aksjer i både klasse A og B eies av Aega Yieldco AS Hver av aksjeklassene velger et likt antall styremedlemmer, begrenset til 3 per klasse. Styreformannen velges blant styremedlemmene valgt av aksjeklasse A. Note 6 Egenkapital Aksje-kapital Overkurs Annen innskutt egenkapital Udekket tap Sum Egenkapital 01.01.2015 0 0 0 0 0 Stiftelse 30 000 0-5 666 0 24 334 Emisjon 1.7.2015 10 812 000 2 703 000-1 216 350 0 12 298 650 Årets resultat 0 0 0-1 380 456-1 380 456 Egenkapital 31.12.2015 10 842 000 2 703 000-1 222 016-1 380 456 10 942 528 Note 7 Lønnskostnader, antall ansatte, godtgjørelser, lån til ansatte m.v. Selskapet har ikke hatt noen ansatte i regnskapsåret. Selskapet har ikke betalt noe honorar til styret i året. 125
Kostnadsført godtgjørelse til revisor 2015 2014 Revisjon 0 0 Andre tjenester 9 813 0 Sum godtgjørelse til revisor 9 813 0 Note 8 Spesifikasjon av finansinntekter og finanskostnader Finansinntekter 2015 2014 Renteinntekt fra andre foretak i samme konsern 34 592 0 Annen finansinntekt 0 0 Sum finansinntekter 34 592 0 Finanskostnader 2015 2014 Renter brolån 436 000 0 Annen finanskostnad 1 187 0 Sum finanskostnader 437 187 0 126
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PHOTO-VOLT ONE SRL Financial Statements as of 31-12-2015 Company details Headquarters VIA GIUSEPPE GRAZIOLI 71 TRENTO TN Tax code 11471541000 REA (Economic and administrative index number) TN-221477 VAT number 11471541000 Share capital Euro 10.000 fully paid-up Legal form LIMITED LIABILITY COMPANY Main business sector (ATECO) 351100 Company in administration no Sole-shareholder company yes Company under third party management and coordination no Part of a group of companies no All amounts are in Euros 129
Balance Sheet 31-12-2015 31-12-2014 Balance sheet Assets B) Fixed assets I Intangible fixed assets Gross value 2.000 2.000 Amortisation 1.825 1.425 Total intangible fixed assets 175 575 II Tangible fixed assets Gross value 2.471.942 2.475.592 Depreciation 544.219 445.322 Total tangible fixed assets 1.927.723 2.030.270 Total fixed assets (B) 1.927.898 2.030.845 C) Current assets II Accounts receivable Receivable within 12 months 251.935 199.916 Total accounts receivable 251.935 199.916 III Financial assets that are not fixed assets Total financial assets that are not fixed assets 8.178 8.178 IV Cash and cash equivalents Total cash and cash equivalents 127.044 199.979 Total current assets (C) 387.157 408.073 D) Accruals and prepaid expenses Totals accruals and prepaid expenses (D) 5.531 6.422 Total assets 2.320.586 2.445.340 Liabilities and shareholders equity A) Shareholders equity I Share capital 10.000 10.000 IV Legal reserve 5.043 5.043 VII Other reserves, detailed separately Various other reserves 1 (1) Total other reserves 1 (1) VIII Retained earnings 168.622 159.296 IX Profit (loss) in year Profit (loss) in year 55.169 9.326 Balance profit (loss) 55.169 9.326 Total shareholders equity 238.835 183.664 D) Accounts payable Payable within 12 months 229.122 227.595 Payable after 12 months 1.852.629 2.024.097 Total accounts payable 2.081.751 2.251.692 E) Accruals and deferred income Total accruals and deferred income - 9.984 Total liabilities and shareholders equity 2.320.586 2.445.340 130
Income statement 31-12-2015 31-12-2014 Income statement A) Production value: 1) Revenue from sales and services 63.629 54.315 5) Other revenues and income Operating grants 313.933 333.677 Total other revenue and income 313.933 333.677 Total production value 377.562 387.992 B) Production costs: 6) Cost of raw materials, consumables and merchandise 282-7) Cost of services 77.844 158.648 8) Cost of rent and leases 7.000 7.000 10) amortisation, depreciation and write-downs: a), b), c) amortisation, depreciation and write-downs svalutazioni delle immobilizzazioni 99.297 99.200 a) amortisation of intangible fixed assets 400 400 b) depreciation of tangible fixed assets 98.897 98.800 Total amortisation, depreciation and write-downs 99.297 99.200 14) Other operating expenses 10.852 10.260 Total production costs 195.275 275.108 Difference between production value and costs (A - B) 182.287 112.884 C) Financial income and expenses 16) Other financial income a) from credits booked as fixed assets Others 260 - Total financial income from credits booked as fixed assets 260 - d) Income other than the above Other 13 269 Income other than the above 13 269 Total other financial income 273 269 17) Interest and financial expenses Other 91.017 76.314 Total interest and financial expenses 91.017 76.314 Total financial income and expenses (15 + 16-17 + - 17-bis) (90.744) (76.045) E) Extraordinary gains and losses 20) gains other 3.401 66 Total gains 3.401 66 21) losses Other - 8.828 Total losses - 8.828 Net extraordinary gains and losses (20-21) 3.401 (8.762) Profit (loss) before taxes (A - B + - C + - D + - E) 94.944 28.077 22) Current, deferred and prepaid income taxes Current taxes 39.775 18.751 Total current, deferred and prepaid income taxes 39.775 18.751 23) Net profit (loss) 55.169 9.326 131
Supplementary notes to Financial Statements ending 31-12-2015 Supplementary notes initial part These financial statements, submitted for your approval, reflect the accounting entries and show a profit of Euro 55.169. Business As you know well, your company carries out business in the production and sale of renewable energy, specifically solar energy. Preparation criteria These notes are an integrating part of the Financial Statements ending 31/12/2015. The Financial Statements have been prepared in short-form since the limits provided for by article 2435-bis of the Italian Civil Code were not exceeded over two consecutive years. No annual report has therefore been prepared. For the sake of completion it should further be noted that pursuant to article 2248 points 3) and 4) of the Italian Civil Code the company owns no treasury shares or shares/quotas in parent companies not even indirectly through trust companies and that no treasury shares or shares/quotas in parent companies have been purchased and/or sold by the company during the year, not even through trust companies or through intermediaries. Drafting of Financial Statements The information contained in this document is presented in the order in which the lines items are shown on the Balance sheet and Income statement. There have been no special cases requiring the exceptions provided for by paragraph 4 of article 2423 and by paragraph 2 of article 2423 - bis of the Italian Civil Code. The Financial Statements and these Notes are in Euros in accordance with the requirements of the Italian Civil Code. Drafting principles The principles adopted in drafting the financial statements comply with criteria provided for by the Italian Civil Code and existing legislative requirements, integrated with and interpreted by the Accounting Principles of the National Board of Chartered Accountants, as reviewed and updated by the Italian Accounting Body (Organismo Italiano di Contabilità) (OIC) and by the interpretation documents issued by it; such measurement criteria are not different to the ones used in the preparation of these financial statements. The accounting principles listed below have been adjusted to reflect the changes and integrations introduced within the scope of the 2014 updating of the National Accounting Principles, definitively approved and published by the OIC on 5 August 2014 (except for OIC 24 which was approved on 28 January 2015). Specifically, compared to earlier versions, the following accounting principles have been revised: OIC 9 Write-downs for long-lasting value losses of tangible and intangible fixed assets OIC 10 Financial reporting OIC 12 Financial statements composition and tables/schedules OIC 13 Inventories OIC 14 Cash and cash equivalents OIC 15 Receivables OIC 16 Tangible fixed assets OIC 17 Consolidated financial statements and the equity method OIC 18 Accruals, prepaid expenses and deferred income OIC 19 Payables OIC 20 Debt securities OIC 21 Investments and treasury shares OIC 22 Memorandum accounts OIC 23 Work in progress OIC 24 Intangible fixed assets 132
OIC 25 Income taxes OIC 26 Foreign currency transactions, assets and liabilities, OIC 28 Net equity OIC 29 Changes to accounting principles, accounting estimates, error corrections, extraordinary events and business, events occurring after the reporting period. OIC 31 Provisions for liabilities and charges and end of service severance. All other principles have remained unchanged. Structure and content of the draft Financial Statements The balance sheet, income statement and the accounting information contained in these notes comply with the accounting entries from which they have been directly inferred. Valuation criteria The valuation of financial statement line items has been carried out according to general principles of prudence, accrual basis of accounting and the concept of a going concern. For the purpose of accounting posting, prevalence is given to the economic substance of transactions rather than to their legal form. Income is only recognised if realised within the end of the financial period, whilst risks and losses are taken into account even if only subsequently known. Individual line items do not include any heterogeneous elements; assets that are destined to be used over a long time are classified as fixed assets. Specifically, valuation criteria used in drafting the financial statements are addressed in the rest of these notes. Information on company performance No significant facts occurred during the course of the year. Valuation of foreign currency accounts As of the end of the reporting period the company has no foreign currency denominated receivables or payables. Transactions with pre-established repurchase obligations In the year the company has not entered into any transactions having pre-established repurchase obligations. 133
Supplementary notes on Assets Assets on the Balance Sheet are valued in accordance with article 2426 of the Italian Civil Code and in compliance with national accounting principles. Specific valuation criteria are further addressed for different line items. Intangible fixed assets These are booked at purchase cost and adjusted by their corresponding amortisation accounts. If, regardless of accumulated amortisation, a long-lasting value loss exists, the fixed asset is written-down. The amortisation criteria is applied to intangible fixed assets systematically every year in relation to the residual possibility of economic use of each asset or expense. Introduction Description Historical cost Value at 31.12.2014 Amortisation Value at 31.12.2015 Intangible fixed assets 2.000 575 400 175 Total 2.000 575 400 175 Analysis of change in intangible fixed assets Description Details Historic. cost Value at 31.12.2014 Amortisation Value at 31.12.2015 Gross value Company Establish. costs 2.000 2.000-2.000 Total 2.000 2.000-2.000 Amortisation Company establish. amortisat. account - 1.425-400 1.825- Total - 1.425-400 1.825- As of 31/12/2015 intangible fixed assets includes Euro 175 relating to company establishment and expansion costs, net of accumulated amortisation. Tangible fixed assets Tangible fixed assets are shown at purchase cost, including any accessory expenses, or at their production cost, and are adjusted by their corresponding depreciation accounts. Depreciation expense, recorded on the income statement, is calculated taking into account the economic-technical use, purpose and life of each asset, based on criteria of residual possibility of use which criteria are deemed to be well represented by the following depreciation rates, which are unchanged from the previous year. Intangible fixed assets Specific plants 4% Depreciation rate 134
Various small equipment 5% If, regardless of accumulated depreciation, a long-lasting loss of value exists, the fixed asset is written-down accordingly. If, in subsequent years, the reasons underlying any write-downs should no longer exist, the original value adjusted only for depreciation - is restored. Introduction Description Value at 31.12.2014 Value at 31.12.2015 Changes Tangible fixed assets 2.030.270 1.927.723 (102.547) Total 2.030.270 1.927.723 (102.547) Analysis of changes in tangible fixed assets Description Details Hist. Cost Prev. Deprec. Open. Balanc Purchase Alienat. Deprec. End. Bal. Gross value Specific plants 2.469.992-2.469.992 - - - 2.469.992 Various small equip. - - 1.950 - - 1.950 plants and machinery in progress 5.600-5.600 1.400 7.000 - - Total 2.475.592-2.475.592 Depreciation 3.350 7.000-2.471.942 Specific plants depreciation account Various small equipment dep. account - - 445.322- - - 98.800 544.122- - - - - - 97 97- Total - - 445.322- - - 98.897 544.219- Tangible fixed assets as of 31/12/2015, net of accumulated depreciation, amount to Euro 1.927.723 and mainly comprise of the photovoltaic plant with an overall power of approx. 0,9996 MW located in Comune di Montalto di Castro (VT). The plant includes costs connected with its realisation. Financial lease operations Information on financial lease operations As of 31/12/2015 the company had no ongoing financial lease operations. Current assets 135
Current assets are valued according to the requirements of numbers 8 and 11 of article 2426 of the Italian Civil Code. The criteria that have been used are described separately for each line item. Current assets: receivables Are booked at their expected realisable value, in compliance with article 2426, paragraph 1, no. 8 of the Italian Civil Code. Changes to receivables booked under current assets Introduction The following table summarises changes to receivables booked under current assets and, if significant, relative expiry dates. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Receivables included under current assets 199.916 251.935 52.019 Total 199.916 251.935 52.019 Analysis of changes and expiry dates of receivables included among current assets Value at Value at Details Description 31.12.2014 31.12.2015 Changes Receivables booked under current assets Receivable from customers 6.341 17.568 11.245 Tax receivables 165.188 138.204 (26.984) Other receivables 28.387 96.145 67.758 Total 199. 916 251.935 52.019 Other receivables comprise of security deposits of Euro 92, receivables from GSE of Euro 94.301, excess supplier payments of Euro 429 and supplier advance payments of Euro 1.323. Tax receivables amounting to Euro 138.204, comprise of VAT receivables of Euro 126.093, withholding tax receivables of Euro 9.920 and an IRAP tax credit of Euro 2.190. Geographical breakdown of receivables booked under current assets The following table provides a breakdown by geographical area: Description Italia Other EU Rest of Europe Rest of World Receivables booked as Current assets 251.935 136
Receivable within 12 months 251.935 Receivable after 12 months but within 5 years Receivable after 5 years The company has not booked any receivables having a pre-established repurchase obligation under current assets. Current assets: financial assets that are not financial fixed assets Changes to financial assets that are not booked as financial fixed assets These amount to Euro 8.178 and are the value of securities held by the company with Banca Intesa San Paolo. Dettaglio Value as of 31.12.2014 Value as of 31.12.2015 Changes Financial assets that are not booked as financial fixed assets 8.178 8.178 - Total 8.178 8.178 - Current assets: cash and cash equivalents Cash and cash equivalents are shown at their nominal value. Analysis of changes in cash and cash equivalents Description Details Value at 31.12.2014 Value at 31.12.2015 Change Cash and cash equivalents Bank c/a 199.971 126.951 (73.020) Cash 8 93 85 Total 199.979 127.044 (72.935) Information on other assets Accruals and prepaid expenses Introduction Accruals and prepaid expenses are booked according to accrual basis of accounting, whereby costs and/or revenues pertaining to several different years are apportioned to the different periods accordingly. Analysis of changes in accruals and prepaid expenses Description Detail Value as of 31.12.2014 Value as of 31.12.2015 Changes 137
Accruals and prepaid expenses Prepaid expenses 6.422 5.531 (891) Total 6.422 5.531 (891) The line item comprises prepaid payments for certified electronic email and for the periodical maintenance of systems. 138
Supplementary notes on Liabilities and Shareholders Equity Liabilities and Shareholders Equity line items are booked according to national accounting principles. Specific booking criteria are provided hereunder for the different line items. Net equity Amounts are shown at book value according to accounting principle OIC 28. Changes to net equity line items In relation to the year ended 31/12/2015, the following tables summarise changes to individual line items that make up net equity, and include details on other reserves (if applicable). Capital Legal reserve Various other reserve s Retained earnings Profit / (loss) in year Opening balance at 1/01/2013 10.000 2.217-42.125 56.530 110.872 Allocation of profit (loss): Total - Dividends - - - - - - - Other - 2.826-53.704 56.530- - Other changes: - Loss coverage - - - - - - - Capital transactions - - - - - - - Distribution to shareholders - - - - - - Profit / (loss) 2013 - - - - 63.467 63.467 End balance at 31/12/2013 10.000 5.043-95.829 63.467 174.339 Open. balance at 1/01/2014 10.000 5.043-95.829 63.467 174.339 Allocation of profit (loss): - Dividends - - - - - - - Other - - - 63.467 63.467- - Other changes: - Loss coverage - - - - - - - Capital transactions - - - - - - - Distribution to shareholders - - - - - - - Other changes - - 1- - - 1- Profit (loss) 2014 - - - - 9.326 9.326 End balance at 31/12/2014 10.000 5.043 1-159.296 9.326 183.664 Open. balance at 1/01/2015 10.000 5.043 1-159.296 9.326 183.664 Allocation of profit (loss) - Dividends - - - - - - Other - - - 9.326 9.326- - - Other changes: 139
- Loss coverage - - - - - - - Capital transactions - - - - - - - Distribution to shareholders - - - - - - - Other changes - - 2 - - 2 Profit (loss) 2015 - - - - 55.169 55.169 Ending balance 31/12/2015 10.000 5.043 1 168.622 55.169 238.835 Opening balance Allocation or previous year profit (loss) Other allocations Other changes Increases Profit (loss) Ending balance Share capital 10.000 - - 10.000 Legal reserve 5.043 - - 5.043 Other reserves Various other reserves (1) - 2 1 Total other reserves (1) - 2 1 Retained earnings 159.296-9.326 168.622 Profit (loss) 9.326 (9.326) - 55.169 55.169 Total net equity 183.664 (9.326) 9.328 55.169 238.835 Net equity availability and utilisation The following schedules analytically show net equity line items, specifying their origin, possible utilisation and distribution, as well as their actual utilisation in previous years. Amount Origin / nature Possible utilisation Available share Share capital 10.000 Capital B - Legal reserve 5.043 profits B 3.043 Other reserves Various other reserves 1 profits A;B;C - Total other reserves 1 profits A;B;C - Retained earnings 168.622 profits A;B;C 168.622 Total 183.666 171.665 Distributable share 171.665 Key: A: share capital increase B: to cover losses C: distribution to shareholders Accounts payable Payables are shown at their nominal values, adjusted to reflect any changes. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Payables 2.251.692 2.081.751 (169.941) 140
Total 2.251.692 2.081.751 (169.941) Description Details Value as of 31.12.2014 Value as of 31.12.2015 Changes Accounts payable Payable to banks 2.024.097 1.852.629 (171.468) Payable to shareholders for financing 152.427 166.227 13.800 Other financial debts 6.615 - (6.615) Payable to suppliers 58.579 54.824 (3.755) Tax payables 6.430 4.088 (2.342) Payable to third parties 310 310 - Payable to parent co. 3.234 3.673 439 Total 2.251.692 2.081.751 (169.941) Geographical breakdown of accounts payable A geographical breakdown is provided as follows: Description Italy Other EU Rest of Europe Rest of World Payables 2.057.251 24.500 Payable within 12 months Payable after 12 months but within 5 years 204.622 24.500 1.852.629 Payable after 5 years Payables secured by real guarantees on company assets These are further analysed as follows: Analysis of accounts payable secured by real guarantees on company assets Description secured by mortgage Secured by real guarantees Not secured by real guarantees Total Payables 1.852.629 1.852.629 229.122 2.081.751 Total Payables 1.825.629 1.825.629 229.122 2.081.751 Loans provided by company shareholders 141
Shareholder loans amount to Euro 166.277 and comprise of amounts due to the sole shareholder Aega Energy Prima AS. This payable, which existed last year too, derives from the acquisition of the company by d Aega Energy Prima AS which took place in 2014. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Shareholder loans 152.427 166.277 13.879 Total 152.427 166.277 13.879 Payable to parent companies The balance amounts to Euro 3.673 and comprises of expenses incurred by Aega. Other payables These amount to Euro 310. Payable to banks This amounts to Euro 1.852.629 and relate to the company s mortgage. Payable to suppliers This amounts to Euro 54.824 and includes national trade payables amounting to Euro 24.496, foreign trade payables amounting to Euro 24.500 and invoices still to be received amounting to Euro 8.828. Tax payables These amount to Euro 4.088 and comprise of IRES taxes. Information on other liabilities Accruals and deferred income Introduction These are adjusting entries reflecting accrual basis accounting. Analysis of changes in accruals and deferred income Description Details Value as of 31.12.2014 Value as of 31.12.2015 Changes Accr. & deferred income Deferred income 9.984 - (9.984) Total 9.984 - (9.984) 142
Commitments not shown on Balance Sheet and Memorandum accounts No memorandum accounts exist as do no commitments not disclosed on the Balance sheet. No agreement was entered into during the year that is not shown on the Balance Sheet. 143
Supplementary notes to the Income Statement Revenue, income, costs and expenses and shown on the financial statements in accordance with article 2425-bis of the Italian Civil Code. Production value Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Revenue from sales and services 54.315 63.629 9.305 Other revenue and income 333.677 313.933 (19.744) 387.992 377.562 (10.439) Revenue from sales and services amounts to Euro 63.629 and includes revenue for electricity produced and injected into the local grid during the year. Other revenue and income, amounting to Euro 313.933, mainly refers to operating grants, so called energy account, earned from G.S.E. for energy produced during the year and to which a corresponding incentive price is applied. A revenue breakdown by category and geographic area is not provided since not significant. Financial income and expenses These are booked according to the principles of accrual basis accounting. Description Details Value at 31.12.2014 Value at 31.12.2015 Changes Other financial income Income other than the above 269 273 4 Interest and other financial exp. Mortgage interest (69.698) (70.597) (899) Derivatives interest (20.401) (20.401) Late payment interest (17) (17) Bank interest (6.616) (2) 6.614 Total (76.045) (90.744) (14.707) Financial income amounting to Euro 273 comprises of interest earned on bank account balances. Financial expenses comprise of mortgage interest related to the purchase of the photovoltaic plant (Euro 70.597) and interest expense on derivative financial products (Euro 20.401). Extraordinary gains and losses 144
Extraordinary gains This includes income that does not relate to the company s ordinary operating business. A breakdown is provided as follows: Description Details Current year amount Extraordinary gains 3.399 Rounding differences EURO 2 Total 3.401 The extraordinary gain of Euro 3.399 derives from an excessive IRAP tax provision. Extraordinary losses Includes expenses not related to the company s ordinary operating business. No breakdown is provided since no such expenses are booked. Corporate income taxes: current, deferred and prepaid. Current, deferred and prepaid taxes The company has paid taxes in compliance with existing tax laws. Taxes for the reporting year are shown as current taxes, as per tax revenue statements, and by deferred taxes and by prepaid taxes, relating to profits or losses on which tax is levied or deducted in years other than the ones for which statutory accounts are prepared. Taxes relating to the year are booked as follows: Description Value at 31.12.2014 Value at 31.12.2015 Changes Current taxes IRES 14.016 32.531 18.515 IRAP 4.735 7.244 2.509 Total 18.571 39.775 21.024 Below is a reconciliation between tax expenses as per financial statements and theoretical tax expenses: Reconciliation between tax expenses as per financial statements and theoretical tax expenses (IRES): Value Taxes Profit before taxes 94.944 Theoretical tax rate (%) 27,50 26.110 Increases 145
- Non-deductible interest expense 23.350 - IMU property tax 8.886 - Non-deductible entertainment expenses 9.438 - Other non-deductible costs 259 Total incremental changes 41.933 Decreases Entertainment expenses 6.857 - IMU 20% deductible 1.777 IRAP deductions 442 Extraordinary gains 1.240 Total decremental changes 10.316 Total taxable 126.561 ACE/Start-up deductions 8.265 Total taxable 118.296 - Total current IRES taxes 32.531 Calculation of IRAP taxes Value Taxes Difference between production value and costs 182.288 Theoretical tax rate (%) 3,9 7.109 Increases - IMU 8.886 - Extraordinary gains 2.159 - Non-deductible entertainment expenses 295 - Fines and penalties 106 Total incremental changes 11.445 Further deductions 8.000 Total taxable 185.773 IRAP current year taxes 7.244 146
Supplementary notes other information Other information required pursuant to articles 2427 and 2427 bis and 2428 no. 3 and 4 of the Italian Civil Code is as follows: Fees for the legal auditor or auditing firm The company is not subject to the obligation of having its accounts legally audited. Securities issued by the company The company has not issued any securities or similar products. Information on financial instruments issued by the company The company has not issued any financial instruments Financial highlights of the managing and coordinating company The company is not under the management and coordination of a third party. Treasury shares and parent company shares The company did not own parent company shares or quotes at any time during the year. Equity earmarked for a specific deal As of 31/12/2015 there are no equity amounts earmarked for a specific deal. Loans earmarked for a specific deal As of 31/12/2015 there are no loans specifically for a specific deal. Information on the fair value of financial instruments In compliance with the requirements of article 2427-bis of the Italian Civil Code it is noted that the company has a financial derivative instrument with Intesa Sanpaolo S.p.A. to hedge interest rate risk. Specifically, such an instrument is an Interest rate Swap; entered into on 23.01.2012 and expiring on 31.03.2017. Transactions with related parties No transactions at market conditions were entered into during the year with related parties. 147
Supplementary notes final part In light of the above, the sole director proposes that annual profits be allocated as follows: Euro 55.169 be carried forward to retained earnings. These financial statements, consisting of a Balance sheet, Income statement and Supplementary notes truthfully and accurately depict the financial situation of the company and the economic result for the year, and reflect the accounting entries. We therefore invite the sole shareholder to approve these draft financial statements as of 31/12/2015 together with the proposed allocation of the annual profit, as prepared by the governing body. The Sole director Lars Goran Dysterud Hansen 148
DT S.R.L. Financial Statements as of 31-12-2015 Company details Headquarters VIA GIUSEPPE GRAZIOLI 71 TRENTO TN Tax code 01445400557 REA (Economic and administrative index number) TN 221476 VAT number 01445400557 Share capital Euro 10.000 fully paid-up Legal form LIMITED LIABILITY COMPANY Main business sector (ATECO) 351100 Company in administration no Sole-shareholder company yes Company under third party management and coordination no Part of a group of companies no All amounts are in Euros 149
Balance Sheet 31-12-2015 31-12-2014 Balance sheet Assets B) Fixed assets II Tangible fixed assets Gross value 20.000 20.000 Depreciation 10.000 6.000 Total tangible fixed assets 10.000 14.000 Total fixed assets (B) 10.000 14.000 C) Current assets II Accounts Receivable Receivable within 12 months 562.733 489.608 Receivable after 12 months - 13.868 Total accounts receivable 562.733 503.476 IV Cash and cash equivalents Total cash and cash equivalents 276.697 357.958 Total current assets (C) 839.430 861.434 D) Accruals and prepaid expenses Total accruals and prepaid expenses (D) 440.996 466.921 Total assets 1.290.426 1.342.355 Liabilities and Shareholders Equity A) Shareholders Equity I Share capital 10.000 10.000 IV Legal reserve 2.000 2.000 VII Other reserves, detailed separately Capital contribution payments 82.364 - Various other reserves (1) (1) Total other reserves 82.363 (1) VIII Retained earnings 755.154 556.258 IX Profit (loss) for the year Profit (loss) for the year 21.044 81.535 Balance profit (loss) 21.044 81.535 Total shareholders equity 870.561 649.792 D) Accounts Payable Payable within 12 months 417.288 692.563 Total accounts payable 417.288 692.563 E) Accruals and deferred income Total accruals and deferred income 2.577 - Total liabilities and shareholders equity 1.290.426 1.342.355 150
Income Statement 31-12-2015 31-12-2014 Income Statement A) Production value: 1) Revenue from sales and services 66.499 54.803 5) Other revenue and income Operating grants 424.122 437.372 Total other revenue and income 424.122 437.372 Total production value 490.621 492.175 B) Production costs: 6) Costs of raw materials, consumables and merchandise 868 10 7) Cost of services 89.203 52.601 8) Cost of rents and leases 241.079 219.462 10) Amortisation, depreciation and write-downs a), b), c) Amortisation, depreciation and write-down of fixed assets svalutazioni delle immobilizzazioni 4.000 4.000 b) Depreciation 4.000 4.000 Total amortization, depreciation and write-downs 4.000 4.000 14) Other operating expenses 19.233 37.645 Total production costs 354.383 313.718 Difference between production value and production costs (A - B) 136.238 178.457 C) Financial income and expenses: 16) Other financial income: d) Income other than the above Other 22 - Total income other than the above 22 - Total other financial income 22-17) Interest and other financial expenses Parent companies - 12.661 Others 31.092 30.894 Total interest and other financial expenses 31.092 43.555 Total financial income and expenses (15 + 16-17 + - 17-bis) (31.070) (43.555) E) Extraordinary gains and losses 20) Gains Other 1 1 Total gains 1 1 21) Losses Other 19.987 - Total losses 19.987 - Net extraordinary gains and losses (20-21) (19.986) 1 Net profit before taxes (A - B + - C + - D + - E) 85.182 134.903 22) Current, deferred and prepaid income taxes Current taxes 5.618 12.170 Prepaid taxes (58.520) (41.198) Total current, deferred and prepaid income taxes 64.138 53.368 23) Net profit (loss) 21.044 81.535 151
Supplementary notes to Financial Statements ending 31-12-2015 Supplementary notes initial part These financial statements, submitted for your approval, reflect accounting entries and show an annual profit of Euro 21.044. Business DT S.r.l. is a company that is established and resident in Italy and whose purpose is the identification, development, financing, designing, construction and operating of photovoltaic plants in Italy (each plant having an approximate power of between 500 and 1.000 Kwp), and the sale of electricity. As of 31.12.2014 the company had built and operated a photovoltaic (solar) farm with an installed power of close to 1 MW. Preparation criteria These notes are an integrating part of the Financial Statements ending 31/12/2015. The Financial Statements have been prepared in short-form since the limits provided for by article 2435-bis of the Italian Civil Code were not exceeded over two consecutive years. No annual report has therefore been prepared. It should be noted that the financial statements as of 31/12/2014 were not prepared in short-form and therefore did come with an annual report. For the sake of completion it should further be noted that pursuant to article 2248 points 3) and 4) of the Italian Civil Code the company owns no treasury shares or shares/quotas in parent companies not even indirectly through trust companies and that no treasury shares or shares/quotas in parent companies have been purchased and/or sold by the company during the year, not even through trust companies or through intermediaries Drafting of Financial Statements The information contained in this document is presented in the order in which the lines items are shown on the Balance sheet and Income statement. There have been no special cases requiring the exceptions provided for by paragraph 4 of article 2423 and by paragraph 2 of article 2423 - bis of the Italian Civil Code. The Financial Statements and these Notes are in Euros in accordance with the requirements of the Italian Civil Code. Drafting principles The principles adopted in drafting these financial statements comply with the criteria provided for by the Italian Civil Code, the provisions of law mentioned above, integrated with and interpreted by the Accounting Principles of the National Board of Chartered Accountants, as reviewed and updated by the Italian Accounting Body (Organismo Italiano di Contabilità) (OIC) and by the interpretation documents issued by it; such measurement criteria are not different to the ones used in the preparation of these financial statements. The accounting principles listed below have been adjusted to reflect the changes and integrations introduced within the scope of the 2014 updating of the National Accounting Principles, definitively approved and published by the OIC on 5 August 2014 (except for OIC 24 which was approved on 28 January 2015). Specifically, compared to earlier versions, the following accounting principles have been revised: OIC 9 Write-downs for long-lasting value losses of tangible and intangible fixed assets OIC 10 Financial reporting OIC 12 Financial statements composition and tables/schedules OIC 13 Inventories OIC 14 Cash and cash equivalents OIC 15 Receivables OIC 16 Tangible fixed assets OIC 17 Consolidated financial statements and the equity method OIC 18 Accruals, prepaid expenses and deferred income OIC 19 Payables OIC 20 Debt securities 152
OIC 21 Investments and treasury shares OIC 22 Memorandum accounts OIC 23 Work in progress OIC 24 Intangible fixed assets OIC 25 Income taxes OIC 26 Foreign currency transactions, assets and liabilities, OIC 28 Net equity OIC 29 Changes to accounting principles, accounting estimates, error corrections, extraordinary events and business, events occurring after the reporting period. OIC 31 Provisions for liabilities and charges and end of service severance. All other principles have remained unchanged. Structure and content of draft financial statements The balance sheet, income statement and the accounting information contained in these notes comply with the accounting entries from which they have been directly inferred. Valuation criteria The valuation of financial statement line items has been carried out according to general principles of prudence, accrual basis of accounting and the concept of a going concern. For the purpose of accounting posting, prevalence is given to the economic substance of transactions rather than to their legal form. Income is only recognised if realised within the end of the financial period, whilst risks and losses are taken into account even if only subsequently known. Individual line items do not include any heterogeneous elements; assets that are destined to be used over a long time are classified as fixed assets. Specifically, valuation criteria used in drafting the financial statements are addressed in the rest of these notes. Information on company performance No significant facts occurred during the course of the year. Valuation of foreign currency accounts As of the end of the reporting period the company has no foreign currency denominated receivables or payables. Transactions with pre-established repurchase obligations In the year the company has not entered into any transactions having pre-established repurchase obligations. 153
Supplementary notes on Assets Assets on the Balance Sheet are valued in accordance with article 2426 of the Italian Civil Code and in compliance with national accounting principles. Specific valuation criteria are further addressed for different line items. Tangible fixed assets Tangible fixed assets are shown at purchase cost, including any accessory expenses, or at their production cost, and are adjusted by their corresponding depreciation accounts. Depreciation expense, recorded on the income statement, is calculated taking into account the economic-technical use, purpose and life of each asset, based on criteria of residual possibility of use which criteria are deemed to be well represented by the following depreciation rates, which are unchanged from the previous year. Tangible fixed assets Generic plants 20% Deprecation rate If, regardless of accumulated depreciation, a long-lasting loss of value exists, the fixed asset is written-down accordingly. If, in subsequent years, the reasons underlying any write-downs should no longer exist, the original value adjusted only for depreciation - is restored. Introduction Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Tangible fixed assets 14.000 10.000 (4.000) Total 14.000 10.000 (4.000) Analysis of changes in tangible fixed assets Description Details Histor. cost Prev. Deprec. Open. Bal. Purchase Alienat. Deprec. End. Balance Gross value Surveillance system 20.000-20.000 - - - 20.000 Total 20.000-20.000 - - - 20.000 Depreciation Deprec. Account surveillance system - - 6.000- - - 4.000 10.000- Total - - 6.000- - - 4.000 10.000- Tangible fixed assets as of 31/12/2015, net of depreciation, amount to Euro 10.000 and relate to a surveillance system. The amount of the system includes costs connected with its realisation 154
Financial lease operations Information on financial lease operations The national lawmaker requires that accounting disclosure of financial lease agreements be made according to the equity method, with lease payments booked among annual costs: this accounting method for financial lease operations does not enable full application of the principle whereby economic substance should prevail over legal form. For reasons of transparency we disclose here below the information on the effects of applying the financial method in compliance with article 2427, n 22 of the Italian Civil Code. Current value Implicit Asset Description of instalments financial not yet due expen. Asset cost with financ. method finanziario Annual depreciation Depreciation account Balance as of 31/12/2015 Photovoltaic farm 2.273.711 459.112 4.263.125 170.525 767.362 3.495.762 Total 2.273.711 459.112 4.263.125 170.525 767.362 3459.762 The following table summarises the effects on Net Equity and on the Income Statement that would have arisen had the financial lease operations been booked with the financial criteria method rather than the equity one Information document OIC no.1 EFFECTS ON BALANCE SHEET Amount Assets: a) Current agreements: Assets held under financial leases at the end of the previous year, net of total depreciation at the end of the previous year + Assets acquired under financial leases during the year - Assets under financial leases redeemed during the year 3.666.287 - Depreciation in the year 170.525 +/- Value adjustments to assets held under financial leases Assets held under financial lease agreements at year end, net of all depreciation. 3.495.762 b) Redeemed assets Higher overall value of redeemed assets, calculated according to the financial method, vis-à-vis their net book value at year end - c) Liabilities Implicit amounts payable for financial lease operations at the end of the previous year 3.449.501 + Implicit amounts payable arisen during the year - - Payment of principal amounts and redemption options during the year (1.175.790) 155
Implicit amounts payable for financial lease operations at year end 2.273.711 d) Overall gross effect at year end (a+b-c) 1.222.051 e) Effect on the previous year 216.786 f) Tax effect (31,4%) (451.795) g) Effect on net equity at year end (d-e-f) 987.043 EFFECTS ON INCOME STATEMENT Amount Write-off of financial lease operations 241.079 Measurement of financial expenses on financial lease operations (105.963) Measurements of: - Depreciation quotas on existing agreements (170.525) - Financial lease asset value adjustments prima Loss before taxes (35.409) Tax effect (31,4%) (11.118) Effect of operating lease operations booked using the financial criteria method on final profit/loss (11.118) Current assets Current assets are valued according to the requirements of numbers 8 and 11 of article 2426 of the Italian Civil Code. The criteria that have been used are described separately for each line-item. Current assets: receivables Are booked at their expected realisable value, in compliance with paragraph 1, no. 8 of article 2426, of the Italian Civil Code. Changes to receivables booked under current assets Introduction The following table summarises changes to receivables booked under current assets and, if significant, relative expiry dates. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Receivables under current assets 503.476 562.733 59.257 Total 503.476 562.733 59.257 156
Analysis of changes and expiry dates of receivables booked under current assets Value as of Value as of Details Description 31.12.2014 31.12.2015 Changes Receivables under current assets Receivables from customers 13.868 129.968 116.100 Parent companies 18.018 - (18.018) Tax receivables 207.141 211.298 4.157 Prepaid taxes 222.389 163.869 (58.520) Receivables from others 42.060 57.598 15.538 Total 503.476 562.733 (59.257) Receivables from others, amounting to Euro 57.598 comprise advances to suppliers amounting to Euro 13.994, other advances amounting to Euro 810, tax consolidation credits of Euro 18.018, and other credits of Euro 29.778. Tax credits, amounting to Euro 211.298, include a VAT credit of Euro 54.204, withholding taxes in interest amounting to Euro 6, credits for other withholding taxes of Euro 13.919, an IRES (Corporate Income) tax credit of Euro 130.232 and an IRAP (Regional Production Tax) credit of Euro 12.937 Prepaid taxes amounting to Euro 163.869 are 2013 tax losses carried forward as a result of the tax incentive provided for by paragraphs 13-19, article 6, of Law 388/2000 which provide for detaxation from corporate income of the environmental component of the company s investment towards the photovoltaic plant it has built. The tax benefit connected with such tax losses carried forward has been booked since there exists reasonable certainty that future taxable income will be realised so as to be offset against such losses. The decrease in the year is explained by Euro 17.207 for losses used up in the year, Euro 25.874 for payment made in light of the change in the IRES tax rate from 1/1/2017 and, lastly, Euro 1.886 for an adjustment to prepaid taxes. Receivables: from customers These amount to Euro 129.968 Value as of 31.12.2014 Value as of 31.12.2015 Changes Trade receivables 10.777 3.550 (7.227) Invoices to be issued 3.091 7.968 4.877 Receivables from GSE Incentives 118.450 118.450 Total 13.868 129.968 116.100 These mainly include accounts receivable from G.S.E. (Gestore servizi Energetici) for the sale of electricity produced by plants operated under a special price regime ( ritiro dedicato ) Geographical breakdown of receivables booked under current assets. The following table provides a breakdown by geographical area: 157
Description Receivables included among current assets Receivable within 12 months Italy Other EU Rest of Europe Rest of World 562.733 562.733 Receivable within 5 years Receivable after 5 years Total 562.733 The company has not booked any receivables under current assets that relate to operations having a pre-established repurchase obligation. Current assets: cash and cash equivalents These are shown at their nominal values. Analysis of changes in cash and cash equivalents Description Details Value at 31.12.2014 Value at 31.12.2015 Change Cash and equivalents Bank c/a 357.929 276.668 81.261 Cash 29 29 Total 357.958 276.697 81.261 Information about other assets Accruals and prepaid expenses Introduction Accruals and prepaid expenses are booked according to accrual basis of accounting, whereby costs and/or revenues pertaining to several different years are apportioned to different periods accordingly. Analysis of changes to accruals and prepaid expenses Description Details Value as of 31.12.2014 Value as of 31.12.2015 Changes Accruals and prepaid exp. Prepaid expenses 466.921 440.996 (25.925) Total 466.921 440.996 (25.925) The amount refers to payments made to the lease company at the time of the Lease Back agreement, which amounts are recorded on the income statement over the life of the lease agreements. 158
The amount also includes capital losses on lease back agreements of the photovoltaic plants. Supplementary notes on Liabilities and Shareholders Equity Liabilities and Shareholders Equity line items are booked according to national accounting principles. Specific booking criteria are provided hereunder for the different line items. Net equity Amounts are shown at book value according to accounting principle OIC 28. Changes to net equity line items In relation to the year ended 31/12/2015, the following tables summarise changes to individual line items that make up net equity, and include details on other reserves (if applicable). Capital Legal reserve Share capital payments Other reserves Retained earnings Annual profit/(loss) Total Opening balance 10.000 2.000-1- 10.001 117.361 139.361 Allocation of profit/(loss): - Dividends - - - - - 117.361-117.361- - Other - - - - - - - Other changes: - Loss coverage - - - - - - - - Capital transactions - - - - - - - - Distribution to shareholders - - - - - - - - Other changes - - - 1 - - 1 Profit/(loss) 2013 - - - - - 546.258 546.258 Ending balance 10.000 2.000 - - 10.001 546.258 568.259 Opening balance as of 1/01/2014 10.000 2.000 - - 10.001 546.258 568.259 Allocation of profit/(loss): - Dividends - - - - - - - - Other - - - 1 546.257 546.258- - Other changes: - Loss coverage - - - - - - - - Capital transactions - - - - - - - - Distribution to shareholders - - - - - - - - Other changes - - - 2- - - 2- Profit(loss) 2014 - - - - - 81.535 81.535 Ending balance as of 31/12/2014 10.000 2.000-1- 556.258 81.535 649.792 Opening balance as of 1/01/2015 10.000 2.000-1- 556.258 81.535 649.792 159
Allocation of profit/(loss): - Dividends - - - - - - - - Other - - - 1 81.535 81.535-1 Other changes: - Loss coverage - - - - - - - - Capital transactions - - - - - - - - Distribution to shareholders - - - - - - - - Other changes - - 82.364-117.361-199.725 Profit/(loss) 2015 - - - 1- - 21.044 21.043 Ending balance as of 31/12/2015 10.000 2.000 82.364 1-755.154 21.044 870.561 It should be noted that in a letter dated 23 March 2015 the Shareholder Terni Energia Spa formally waived its right to collect dividends relating to 2012 profits, amounting to Euro 117.361, which were never distributed. As a result of this, retained earnings have increased by the same amount. Other reserves have increased by Euro 82.366 as a result of the capital contribution payment made by the sole shareholder during the year ended 31/12/2015. This capital reserve account collects new contributions paid by the shareholder as a result of the release of sums previously deposited in an Escrow account to guarantee certain contractual obligations undertaken at the time of the purchase of the company s shares. Opening balance Allocation of prev. year profit/(loss)- Dividends Other changes - Increases Profit/(loss) End balance Share capital 10.000 - - - 10.000 Legal reserve 2.000 - - - 2.000 Capital contribution payments - - 82.364-82.364 Other reserves (1) - - - -1 Total other reserves (1) - 82.364-82.364 Retained earnings 556.258-198.896-755.154 Profit/(loss) 81.535 (81.535) - 21.044 21.044 Total 649.792 (81.535) 281.260 21.044 870.561 Net equity availability and utilisation The following schedules analytically show net equity line items, specifying their origin, possible utilisation and distribution, as well as their actual utilisation in previous years. Origin, possible utilisation and distribution of net equity line items Description Amount Origin/Nature Possible utilisation Available quota Capital 10.000 Capital B - 160
Legal reserve 2.000 Profit B - Capital contribution payments 82.364 Capital A;B;C 82.364 Total other reserves 82.364 Capital A;B;C - Retained earnings 755.154 Profit A;B;C 755.154 Total 849.518 837.518 Non-distributable share 19.881 Distributable share - balance 817.637 Key A: share capital increase B: to cover losses C: distribution to shareholders Accounts payable Accounts payable are shown at their nominal values, adjusted to reflect any changes. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes a/c payable 692.563 417.288 (275.275) Total 692.563 417.288 (275.275) Description Details Value at Value at 31.12.2014 31.12.2015 Changes Accounts payable Payable to shareholders for financing 375.422 280.422 (95.000) Payable to suppliers 54.387 113.354 58.967) Payable to parent companies 138.073 23.512 (114.561) Other payables 124.681 (124.681) Total 692.563 417.288 (275.275) Geographical breakdown of accounts payable The following table provides a breakdown of payables by geographical area Description Italy Other EU Rest of Europe Rest of World Payables 161
Payable within 12 months Payable later than 12 months, but within 5 years 113.354 23.512 280.422 Payable after 5 years Total 113.354 303.934 Payables secured by real guarantees on company assets Pursuant to paragraph 1, no. 6 of article 2427 of the Italian Civil Code, it is confirmed that no such payables exist. Company loans provided by shareholders Shareholder loans amount to Euro 280.422. These are non-interest earning loans provided by shareholders to finance the equity portion of investments. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Shareholder loans 375.422 280.422 (95.000) Total 375.422 280.422 (95.000) 162
Commitments not shown on Balance Sheet and Memorandum accounts No memorandum accounts exist as do no commitments not disclosed on the Balance sheet. No agreement was entered into during the year that is not shown on the Balance Sheet. 163
Supplementary notes to the Income Statement Revenue, income, costs and expenses and shown on the financial statements in accordance with article 2425-bis of the Italian Civil Code. Production value Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Revenue from sales and services 54.803 66.499 11.696 Other revenue and income 437.372 424.122 (13.250) Total 492.175 490.621 (1.554) Revenue from sales and services amounts to Euro 66.499 and includes revenue for electricity produced and injected into the local grid during the year. Other revenue and income, amounting to Euro 424.122, consists entirely of operating grants so called energy account, earned from G.S.E. for energy produced during the year and to which the corresponding incentive price applies. A revenue breakdown by category and geographic area is not provided since not significant. Financial income and expenses These are booked according to the principles of accrual basis accounting. Description Details Value as of 31.12.2014 Value as of 31.12.2015 Changes Other financial income Income other than the above - 22 22 Interest and other financial expenses - 22 22 Interest owed to parent companies (12.661) - 12.661 Interest owed to banks (30.894) (31.092) (198) Total (43.555) (31.070) 12.485 Financial income amounting to Euro 22 relates to interest earned on the bank account balance. Financial expenses are interest expenses on the existing hedging contract. Extraordinary gains and losses Extraordinary losses Extraordinary losses comprise of expenses that do not relate to the company s ordinary business. A breakdown is provided as follows: 164
Description Details Current year Amount Other Non-operating losses 19.987 The amount relates to an adjustment of previous year tax credits shown on the Balance Sheet, as per the statement submitted in September 2015 relating to the previous year. Corporate income taxes: current, deferred and prepaid Current, deferred and prepaid taxes Total 19.987 The company has paid taxes in compliance with existing tax laws. Taxes for the reporting year are shown as current taxes, as per tax revenue statements, and by deferred taxes and by prepaid taxes, relating to profits or losses on which tax is levied or deducted in years other than the ones for which statutory accounts are prepared. Taxes relating to the year are booked as follows: Description Value at 31.12.2014 Value at 31.12.2015 Changes Current taxes IRAP 12.170 5.618 (6.552) IRES - - - TOTAL 12.170 5.618 (6.552) Deferred and prepaid taxes Prepaid IRES 41.198 58.520 17.322 Prepaid IRAP - - - TOTAL 53.368 48.374 17.322 Below is a reconciliation between tax expenses as per financial statements and theoretical tax expenses: Reconciliation between tax expenses as per financial statements and theoretical tax expenses (IRES): Value Taxes Profit before taxes 85.182 Theoretical tax rate (%) 27,50 23.425 Incremental changes - Mobile phone expenses 49 165
- IMU property tax 15.818 - Non-deductible entertainment expenses 7.007 - Extraordinary losses 19.994 -Unpaid taxes Total incremental changes 42.868 Decremental changes Entertainment expenses 5.255 - IMU 20% deductible 3.164 IRAP deductible 591 Extraordinary gains Total decremental changes 9.010 Taxable total 119.040 Fully compensated tax losses 119.040 Total taxable income Total current tax on taxable income - Calculation of IRAP taxable income Value Taxes Difference between production value and costs 136.239 Theoretical tax rate (%) 3,9 3.102 Incremental changes - IMU property tax 15.818 Total incremental changes 15.818 Further deduction 8.000 Total taxable income 144.057 Current IRAP tax for the year 5.618 166
Supplementary notes other information Other information required pursuant to articles 2427 and 2427 bis and 2428 no. 3 and 4 of the Italian Civil Code is as follows: Fees for the legal auditor or auditing firm The company is not subject to the obligation of having its accounts legally audited. Securities issued by the company The company has not issued any securities or similar products. Information on financial instruments issued by the company The company has not issued any financial instruments Financial highlights of the managing and coordinating company The company is not under the management and coordination of a third party. Treasury shares and parent company shares The company did not own parent company shares or quotes at any time during the year. Equity earmarked for a specific deal As of 31/12/2015 there are no equity amounts earmarked for a specific deal. Loans earmarked for a specific deal As of 31/12/2015 there are no loans specifically for a specific deal. Information relating to the fair value of financial instruments Pursuant to art. 2427 bis of the Italian Civil Code, it is noted that in relation to the financial lease agreements of the photovoltaic farms, the company availed itself of two financial derivate instruments to hedge risk. Specifically, such instruments are Interest rate swaps, the purpose of which is to transform the debt owed to the leasing company from a variable interest rate to a fixed interest rate. Transactions with related parties No transactions at market conditions were entered into during the year with related parties. 167
Supplementary notes final part In light of what has been presented above, the governing body proposes that the profit of Euro 21.044 be carried forward as retained earnings. These financial statements, consisting of a Balance sheet, Income statement and Supplementary notes truthfully and accurately depict the financial situation of the company and the economic result for the year, and reflect the accounting entries. We therefore invite the sole shareholder to approve these draft financial statements as of 31/12/2015 together with the proposed allocation of the annual profit, as prepared by the governing body. The sole director Hansen Lars Goran Dysterud 168
COLLESANTO S.R.L. Financial Statements as of 31-12-2015 Company details Headquarters VIA GIUSEPPE GRAZIOLI 71 TRENTO TN Tax code 01441680558 REA (Economic and administrative index number) TN 221475 VAT number 01441680558 Share capital Euro 10.000 fully paid-up Legal form LIMITED LIABILITY COMPANY Main business sector (ATECO) 351100 Company in administration no Sole-shareholder company yes Company under third party management and coordination no Part of a group of companies no All amounts are in Euros 169
Balance Sheet 31-12-2015 31-12-2014 Balance Sheet Assets B) Fixed assets I Intangible fixed assets Gross value 52.150 52.150 Amortisation 17.776 9.954 Total Intangible fixed assets 34.374 42.196 II Tangible fixed assets Gross value 40.000 40.000 Depreciation 10.000 6.000 Total tangible fixed assets 30.000 34.000 III Financial fixed assets Credits Receivable after 12 months 238.776 238.776 Total credits 238.776 238.776 Total financial fixed assets 238.776 238.776 Total fixed assets (B) 303.150 314.972 C) Current assets II Accounts receivable Receivable within 12 months 1.041.699 962.613 Total accounts receivable 1.041.699 962.613 IV Cash and cash equivalents Total cash and cash equivalents 108.457 24.563 Total current assets (C) 1.150.156 987.176 D) Accruals and prepaid expenses Total accruals and prepaid expenses (D) 1.118.421 1.209.502 Total assets 2.571.727 2.511.650 Liabilities and shareholders equity A) Shareholders Equity I Share capital 10.000 10.000 IV Legal reserve 2.000 2.000 VII Other reserves, detailed separately Extraordinary or optional reserves - (1) Capital contribution payments 110.044 - Total other reserves 110.044 (1) VIII Retained earnings (losses) 1.050.274 10.000 IX - Profit (loss) for the year Profit (loss) for the year 68.226 144.251 Balance profit (loss) 68.226 144.251 Total shareholders equity 1.240.544 166.250 D) Accounts Payable Payable within 12 months 1.327.648 2.345.400 Total accounts payable 1.327.648 2.345.400 E) Accruals and deferred income Total accruals and deferred income 3.535 - Total liabilities and shareholders equity 2.571.727 2.511.650 170
Memorandum accounts 31-12-2015 31-12-2014 Memorandum accounts Other memorandum accounts Total other memorandum accounts - 5.706.571 Total memorandum accounts - 5.706.571 171
Income Statement 31-12-2015 31-12-2014 Income Statement A) Production value: 1) Revenue from sales and services 139.108 119.662 5) Other revenue and income Operating grants 900.821 - Others 23.135 918.052 Total other revenue and income 923.956 918.052 Total production value 1.063.064 1.037.714 B) Production costs: 6) Costs of raw materials, consumables and merchandise 161-7) Cost of services 245.401 109.836 8) Cost of rents and leases 410.401 441.129 10) Amortisation, depreciation and write-downs: a), b), c) Amortisation, depreciation and write-down of fixed assets 11.823 11.823 a) Amortisation 7.823 7.823 b) Depreciation 4.000 4.000 Total amortization, depreciation and write-downs 11.823 11.823 14) Other operating expenses 85.240 61.401 Total production costs 753.026 624.189 Difference between production value and production costs (A - B) 310.038 413.525 C) Financial income and expenses: 16) Other financial income: d) Income other than the above Other 6 5 Total income other than the above 6 5 Total other financial income 6 5 17) Interest and other financial expenses Parent companies - 43.811 Others 125.228 117.743 Total interest and other financial expenses 125.228 161.554 Total financial income and expenses (15 + 16-17 + - 17-bis) (125.222) (161.549) E) Extraordinary gains and losses 20) Gains Other 2.209 - Total gains 2.209-21) Losses Other 2 - Total losses 2 - Net extraordinary gains and losses (20-21) 2.207 - Net profit before taxes (A - B + - C + - D + - E) 187.023 251.976 22) Current, deferred and prepaid income taxes Current taxes 15.149 26.667 Prepaid taxes (103.648) (81.058) Total current, deferred and prepaid income taxes 118.797 107.725 23) Net profit (loss) 68.226 144.251 172
Supplementary notes to Financial Statements ending 31-12-2015 Supplementary notes initial part These financial statements, submitted for your approval, reflect the accounting entries and show a profit of Euro 68.226. Business COLLESANTO S.r.l. is a company that is established and resident in Italy and whose purpose is the identification, development, financing, designing, construction and operating of photovoltaic plants in Italy (each plant having an approximate power of between 500 and 1.000 Kwp), and the sale of electricity. In 2011, in order to finance its investments, the company entered into two Sale and Lease back contracts with Leasint S.p.A., transferring the built plants to Leasint S.p.A and acquiring them under a financial lease. Preparation criteria These notes are an integrating part of the Financial Statements ending 31/12/2015. The Financial Statements have been prepared in short-form since the limits provided for by article 2435-bis of the Italian Civil Code were not exceeded over two consecutive years. No annual report has therefore been prepared. It should be noted that the financial statements as of 31/12/2014 were not prepared in short-form and therefore did come with an annual report. For the sake of completion it should further be noted that pursuant to article 2248 points 3) and 4) of the Italian Civil Code the company owns no treasury shares or shares/quotas in parent companies not even indirectly through trust companies and that no treasury shares or shares/quotas in parent companies have been purchased and/or sold by the company during the year, not even through trust companies or through intermediaries. Drafting of Financial Statements The information contained in this document is presented in the order in which the lines items are shown on the Balance sheet and Income statement. There have been no special cases requiring the exceptions provided for by paragraph 4 of article 2423 and by paragraph 2 of article 2423 - bis of the Italian Civil Code. The Financial Statements and these Notes are in Euros in accordance with the requirements of the Italian Civil Code. Drafting principles The principles adopted in drafting the financial statements comply with existing legislative requirements, integrated with and interpreted by the Accounting Principles of the National Board of Chartered Accountants, as reviewed and updated by the Italian Accounting Body (Organismo Italiano di Contabilità) (OIC) and by the interpretation documents issued by it; such measurement criteria are not different to the ones used in the preparation of these financial statements. The accounting principles listed below have been adjusted to reflect the changes and integrations introduced within the scope of the 2014 updating of the National Accounting Principles, definitively approved and published by the OIC on 5 August 2014 (except for OIC 24 which was approved on 28 January 2015). Specifically, compared to earlier versions, the following accounting principles have been revised: OIC 9 Write-downs for long-lasting value losses of tangible and intangible fixed assets OIC 10 Financial reporting OIC 12 Financial statements composition and tables/schedules OIC 13 Inventories OIC 14 Cash and cash equivalents OIC 15 Receivables OIC 16 Tangible fixed assets OIC 17 Consolidated financial statements and the equity method OIC 18 Accruals, prepaid expenses and deferred income OIC 19 Payables OIC 20 Debt securities OIC 21 Investments and treasury shares 173
OIC 22 Memorandum accounts OIC 23 Work in progress OIC 24 Intangible fixed assets OIC 25 Income taxes OIC 26 Foreign currency transactions, assets and liabilities, OIC 28 Net equity OIC 29 Changes to accounting principles, accounting estimates, error corrections, extraordinary events and business, events occurring after the reporting period. OIC 31 Provisions for liabilities and charges and end of service severance. All other principles have remained unchanged. Structure and content of the draft Financial Statements The balance sheet, income statement and the accounting information contained in these notes comply with the accounting entries from which they have been directly inferred. Valuation criteria The valuation of financial statement line items has been carried out according to general principles of prudence, accrual basis of accounting and the concept of a going concern. For the purpose of accounting posting, prevalence is given to the economic substance of transactions rather than to their legal form. Income is only recognised if realised within the end of the financial period, whilst risks and losses are taken into account even if only subsequently known. Individual line items do not include any heterogeneous elements; assets that are destined to be used over a long time are classified as fixed assets. Specifically, valuation criteria used in drafting the financial statements are addressed in the rest of these notes. Other information Information on company performance No significant facts occurred during the course of the year. Valuation of foreign currency accounts As of the end of the reporting period the company has no foreign currency denominated receivables or payables. Transactions with pre-established repurchase obligations In the year the company has not entered into any transactions having pre-established repurchase obligations. 174
Supplementary notes on Assets Assets on the Balance Sheet are valued in accordance with article 2426 of the Italian Civil Code and in compliance with national accounting principles. Specific valuation criteria are further addressed for different line items. Intangible fixed assets These are booked at purchase cost and adjusted by their corresponding amortisation accounts. If, regardless of accumulated amortisation, a long-lasting value loss exists, the fixed asset is written-down. The amortisation criteria is applied to intangible fixed assets systematically every year in relation to the residual possibility of economic use of each asset or expense. Introduction Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Intangible fixed assets 42.196 34.374 (7.822) Total 42.196 34.374 (7.822) Analysis of Intangible fixed assets Description Gross amount Amortisation Amortisation account Balance as of 31.12.2015 Plant maintenance expenses 52.150 7.822 9.954 34.374 Total 52.150 7.822 9.954 34.374 As of the end of the financial year, maintenance expenses for photovoltaic plants operated under lease agreements and booked as Intangible fixed assets amount to, net of amortisation, Euro 34.374. Tangible fixed assets Tangible fixed assets are shown at purchase cost, including any accessory expenses, or at their production cost, and are adjusted by their corresponding depreciation accounts. Depreciation expense, recorded on the income statement, is calculated taking into account the economic-technical use, purpose and life of each asset, based on criteria of residual possibility of use which criteria are deemed to be well represented by the following depreciation rates, which are unchanged from the previous year. Tangible fixed assets Specific plants 10% Depreciation rate If, regardless of accumulated depreciation, a long-lasting loss of value exists, the fixed asset is written-down accordingly. If, in subsequent years, the reasons underlying any write-downs should no longer exist, the original value adjusted only for depreciation - is restored. 175
Introduction Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Tangible fixed assets 34.000 30.000 (4.000) Total 34.000 30.000 (4.000) Analysis of Tangible fixed assets Description Details Histor. Cost Prev. Deprec. Initial Amount Acquisit. Alienat. Deprec. Final Bal. Gross value Specific Plants 40.000-40.000 - - - 40.000 Total 40.000-40.000 - - - 40.000 Depreciation Depreciation account for specific plants - - 6.000- - - 4.000 10.000- Total - - 6.000- - - 4.000 10.000- Tangible fixed assets as of 31/12/2015, net of accumulated depreciation, amount to Euro 30.000 and relate to the surveillance system installed on the photovoltaic plants operated under lease agreements. Financial lease operations Information on financial lease operations The national lawmaker requires that accounting disclosure of financial lease agreements be made according to the equity method, with lease payments booked among annual costs: this accounting method for financial lease operations does not enable full application of the principle whereby economic substance should prevail over legal form. For reasons of transparency we disclose here below the information on the effects of applying the financial method in compliance with article 2427, n 22 of the Italian Civil Code. Asset Description Current value of instalments not yet due Implicit financial expenses Cost of asset based on financial method Annual Depreciation Depreciation account Balance as of 31/12/2015 Parco Fotovoltaico Narni - Collesanto 2.127.326 304.068 3.265.940 130.638 587.869 2.678.071 P a r c o Fotovoltaico Amelia 2.228.370 379.704 3.421.600 136.864 615.888 2.805.712 Total 4.355.696 683.771 6.687.540 267.502 1.203.757 5.483.783 176
The following Table summarises the effects on Net Equity and on the Income Statement that would have arisen had the financial lease operations been booked with the financial criteria method rather than the equity one Information document OIC no. 1 EFFECTS ON BALANCE SHEET Amount Assets a) Current agreements: Assets held under financial leases at the end of the previous year, net of total depreciation at the end of the previous year 5.751.284 + Assets acquired under financial leases during the year - Assets under financial leases redeemed during the year - Depreciation in the year 267.502 +/- Value adjustments to assets held under financial leases Assets held under financial lease agreements at year end, net of all depreciation 5.483.782 b) Redeemed assets Higher overall value of redeemed assets, calculated according to the financial method, vis-à-vis their net book value at the end of the year - c) Liabilities Implicit amounts payable for financial lease operations at the end of the previous year 4.612.967 + Implicit amounts payable arisen during the year - - Payment of principal amounts and redemption options during the year - 257.271 Implicit amounts payable for financial lease operations at the end of the year 4.355.696 d) Overall gross effect at the end of the year (a+b-c) 1.128.086 e) Effect on the previous year 1.138.318 f) Tax effect (31,4%) - 711.651 g) Effect on Net Equity at the end of the year (d-e-f) 1.554.753 EFFECTS ON INCOME STATEMENT Amount Write-off of financial lease operations 410.401 Measurement of financial expenses on financial lease operations (153.138) Measurements of: - Depreciation quotas on existing agreements (267.502) - Financial lease asset value adjustments Loss before taxes (10.239) Tax effect (31,4%) (3.215) Effect of operating lease operations booked using the financial criteria method on final profit/loss (3.215) 177
Financial fixed assets Credits Credits are shown at their nominal values, which correspond to their estimated realisable values. The line item amounts to 238.776. Fixed financial assets are not booked at a value higher than their "fair value" and comprise entirely of security deposits guaranteeing loans (Sale and Lease back) held by financial institutions. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Security deposits 238.776 238.776 - Total 238.776 238.776 - Breakdown of fixed credits by geographical area No such breakdown is provided as the information is not significant. Credits relating to operations having pre-established repurchase obligations The company has no credits having pre-established repurchase obligations booked among its current assets. Current assets Current assets are valued according to the requirements of numbers 8 and 11 of article 2426 of the Italian Civil Code. The criteria that have been used are described separately for each line-item. Current assets: receivables Are booked at their expected realisable value, in compliance with article 2426, paragraph 1, no. 8 of the Italian Civil Code. Changes to receivables booked under current assets Introduction The following table summarises changes to receivables booked under current assets and, if significant, relative expiry dates. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Receivables under current assets 962.613 1.041.699 (79.086) Total 962.613 1.041.699 (53.763) Analysis of changes and expiry dates of receivables included among current assets Description Value as of 31.12.2014 Value as of 31.12.2015 Changes 178
Prepaid taxes 338.063 234.415 (103.648) Receivables from others 165.273 351,492 186.219 Receivables from customers 13.780 16.689 2.908 Tax receivables 445.497 493.104 (6.393) Total 962.613 1.041.699 (53.763) Receivables from others, amounting to Euro 351.492, include operating grants amounting to Euro 328.311, receivables from Genera S.P. A amounting to Euro 6.685, prepayments to suppliers amounting to Euro 22.565, and amounts receivable for excess payments to Mediocredito Italiano for the balance of invoices. Tax receivables, amounting to Euro 493.104, include a VAT receivable of Euro 111.043, receivables for withholding taxes amounting to Euro 29.125, IRES (Corporate Income tax) receivables of Euro 276.138 and IRAP (Regional Production Tax) tax receivables of Euro 22.798. Prepaid taxes amounting to Euro 234.415, arise from 2013 tax losses carried forward following the financial incentives under paragraphs 13-10 of article 6 of Law 388/2000, which provide for detaxation from corporate income of the environmental component of the company s investment towards the photovoltaic plants it has built. The tax benefit connected with such tax losses carried forward has been booked since there exists reasonable certainty that future taxable income will be realised so as to be offset against such losses. The annual decrease in prepaid taxes includes Euro 70.741 for losses used up in the year, Euro 34.023 for payment made in light of the change in the IRES tax rate from 1/1/2017 and, lastly, Euro 1.116 for an incremental adjustment to prepaid taxes. Receivables: from customers These amount to 16.689. Value as of 31/12/2014 Value as of 31.12.2015 Changes Trade receivables 6.909 - (6.909) Invoices to be issued 6.871 16.689 9.818 Total 13.780 16.689 2.909 These relate to accounts receivable from G.S.E. (Gestore servizi Energetici) for the sale of electricity produced by plants operated under a special price regime ( ritiro dedicato ) Geographical breakdown of receivables booked under current assets. The following table provides a breakdown by geographical area: Receivables booked as current assets Italy Other EU countries Rest of Europe Rest of World Receivable within 12 months 1.041.699 - Receivable within 5 years Receivable after 5 years Total 1.041.699 Receivables under current assets relating to operations having a pre-established repurchase obligation The company has not booked any such receivables under current assets. Current assets: cash and cash equivalents 179
Cash and cash equivalents are shown at their nominal value. Analysis of changes to cash and cash equivalents Description Details Value as of 31.12.2014 Value as of 31/12/2015 Changes in year Cash and cash equivalents Bank c/a 24.563 108.457 83.894 Total 24.563 108.457 83.894 Information about other assets Accruals and prepaid expenses Introduction Accruals and prepaid expenses are booked according to accrual basis of accounting, whereby costs and/or revenues pertaining to several different years are apportioned to different periods accordingly. Analysis of changes to accruals and prepaid expenses Value as of 31.12.2014 Value as of 31.12.2015 Changes Prepaid expenses 1.209.502 1.118.421 91.081 Total 1.209.502 1.118.421 91.081 The amount of Euro 1.118.421 is broken down as follows: Euro 1.025.308 relates to prepaid instalments made to the lease company and recorded on the income statement over the life of the financial lease, whereas Euro 69.138 relates to the capital loss on Lease Back agreements of the photovoltaic plants and Euro 23.445 to prepaid amounts for multi-year costs. 180
Supplementary notes on Liabilities and Shareholders Equity Liabilities and Shareholders Equity line items are booked according to national accounting principles. Specific booking criteria are provided hereunder for the different line items. Net equity Amounts are shown at book value according to accounting principle OIC 28. Changes to net equity line items In relation to the year ended 31/12/2015, the following tables summarise changes to individual line items that make up net equity, and include details on other reserves (if applicable). Capital Legal reserve Other reserves (separately) Retained earnings (losses) Profit (loss) in year Total Opening balance as of 01/01/2013 10.000 2.000 - - 10.000 22.000 Allocation of profit/(loss) - Dividends - - - - - - - Other - - - 10.000 10.000- - Other changes: - Loss coverage - - - - - - - Capital transactions - - - - - - - Distribution to shareholders - - - - - - - Other changes - - 2- - - - Profit(loss) 2013 - - - - 1.039.022 1.039.020 Ending balance as of 31/12/2013 10.000 2.000 2-10.000 1.039.022 1.061.020 Opening balance as of 1/01/2014 10.000 2.000 2-10.000 1.039.022 1.061.020 Allocation of profit/(loss) - Dividends - - - - - - - Other - - - - 1.039.022-1.039.022- Other changes: - Loss coverage - - - - - - - Capital transactions - - - - - - - Distribution to shareholders - - - - - - - Other changes - - 1 - - 1 Profit/(loss) 2014 - - - - 144.251 144.251 Ending balance as of 31/12/2014 10.000 2.000 1-10.000 144.251 166.250 Opening balance as of 1/01/2015 10.000 2.000 1-10.000 144.251 166.250 Allocation of profit/(loss):: - Dividends - - - - - - - Other - - 1 144.251 144.251-1 181
Other changes: - Loss coverage - - - - - - - Capital transactions - - - - - - - Distribution to shareholders - - - - - - - Other changes - - 110.044 896.023-1.006.067 Profit/(loss) 2015 - - - - 68.226 68.226 Ending balance as of 31/12/2015 10.000 2.000 110.044 1.050.274 68.226 1.240.544 Opening balance Allocation of prev. year profit/(loss) - Other Other changes Ending Profit/(loss) - Increases balance Share capital 10.000 - - - 10.000 Legal reserve 2.000 - - - 2000 Capital contribution payments 110.044 110.044 Other reserves (1) - 1 - Total other reserves (1) - 1 - Retained earnings 10.000 1.040.274-1.050.274 Profit / (loss) 144.251 (144.251) - 68.226 68.226 Total 166.250 (144.251) 1.150.319 68.226 1.240.544 It should be noted that in a letter dated 31/03/2015 the shareholders of PVGE 1 S.r.l. and of Genera S.p.A. waived their right to collect the dividend pay outs approved at previous Shareholders Meetings, and not yet distributed, amounting to Euros 519.537 and 376.485, respectively. The value of other reserves increased by Euro 110.044 as a result of the capital contribution payment made by the sole shareholder during the year ended 31/12/2015. This capital reserve account collects new contributions paid by the shareholder as a result of the release of sums previously deposited in an Escrow account to guarantee certain contractual obligations undertaken at the time of the purchase of the company s shares. Net equity availability and utilisation The following schedules analytically show net equity line items, specifying their origin, possible utilisation and distribution, as well as their actual utilisation in previous years. Description Amount Origin/Nature Utilisation possibility Available quota Summary of utilisation in previous three years To cover losses Other Share capital 10.000 Capital B - - 182
Legal reserve 2.000 Capital B - - Extraordinary reserve - Profits - - Capital contribution payments 110.044 Capital A;B;C 110.044 - Total other reserves 110.044 Capital A;B;C 110.044 Retained earnings 1.050.274 Profits A;B;C 1.050.274-562.928 Total 1.172.318 1.160.318-562.928 Non-distributable share Distributable share - balance 98.997 1.061.321 Key: A: share capital increase B: to cover losses C: distribution to shareholders Accounts payable Accounts payable are shown at their nominal values, adjusted to reflect any changes. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Accounts payable 2.345.400 1.327.648 (1.017.752) Total 2.345.400 1.327.648 (1.017.752) Description Details Value as of 31.12.2014 Value as of 31.12.2015 Changes Accounts payable Payable to shareholders for financing 632.033 1.155.026 522.993 Payable to banks 138 138 - Payable to suppliers 142.899 105.102 (37.797) Payable to parent companies 21.315 46.082 24.767 Other payables 1.549.015 21.300 (1.527.715) Total 2.345.400 1.327.648 (1.017.752) Geographical breakdown of accounts payable The following table provides a breakdown of payables by geographical area Geographical breakdown of Payables 183
Geographical area Total liabilities Italy 172.622 Rest of Europe 1.155.026 Total 1.327.648 Payables secured by real guarantees on company assets Pursuant to paragraph 1, no. 6 of article 2427 of the Italian Civil Code, it is confirmed that no such payables exist. Company loans provided by shareholders Shareholder loans amount to Euro 1.155.026. These are non-interest earning loans provided by shareholders to finance the equity portion of investments. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Shareholder loans 632.033 1.155.026 522.993 Total 632.033 1.155.026 522.993 Payable to parent companies These amount to Euro 46.082, and relate to commercial invoices yet to be received. Other payables Other liabilities, amounting to Euro 21.300, have decreased compared to the previous year by reason of shareholders not collecting dividends and the company not availing of the loan granted to it by Terni Energia S.p.a.. Payables to banks These amount to Euro 138, which is the balance of the bank account held with Cassa di Risparmio dell'umbria. Payable to suppliers This amounts to Euro 105.102 of which Euro 86.961 for trade payables and Euro 18.141 for invoices yet to be received. Information on other liabilities Accruals and deferred income Analysis of changes to accruals and deferred income Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Accruals - 3.535 3.535 184
Deferred income - - - Total - 3.535 3.535 These are adjusting entries reflecting accrual basis accounting. 185
Supplementary notes to the Income Statement Revenue, income, costs and expenses and shown on the financial statements in accordance with article 2425-bis of the Italian Civil Code. Production value Description Value as of 31/12/2014 Value as of 31/12/2015 Changes Revenue from sales and services 119.662 139.108 19.446 Other revenue and income 918.052 923.821 5.769 Production value 1.037.714 1.063.064 25.215 Revenue from sales and services amounts to Euro 139.108 and includes revenue for electricity produced and injected into the local grid during the year. Other revenue and income, amounting to Euro 923.821, mainly refers to operating grants so called energy account, earned from G.S.E. for energy produced during the year and to which a corresponding incentive price is applied; the line item also includes an insurance payment of Euro 23.135. A revenue breakdown by category and geographic area is not provided since not significant. Financial income and expenses These are booked according to the principles of accrual basis accounting. Description Value as of 31/12/2014 Value as of 31/12/2015 Changes Income other than the above 5 6 1 Total 5 6 1 Description Value as of 31/12/2014 Value as of 31/12/2015 Changes Financial expenses 61.554 125.228 (36.326) Total 61.554 125.228 (36.326) Financial income amounting to Euro 6 relates to interest earned on the bank account balance. Financial expenses are interest expenses on the existing hedging contract. Extraordinary gains and losses Extraordinary gains This includes income that does not relate to the company s ordinary operating business. A breakdown is provided as follows: Description Details Current year amount 186
Others Non-operating income 2.209 Rounding adjustments in EURO 1 Total 2.230 Non-operating income, amounting to Euro 2.209, is the result of a higher allocation to invoices to be received made in the previous year. Extraordinary expenses Includes expenses not related to the company s ordinary operating business. No breakdown is provided since no such expenses are booked. Corporate income taxes: current, deferred and prepaid. Current, deferred and prepaid taxes The company has paid taxes in compliance with existing tax laws. Taxes for the reporting year are shown as current taxes, as per tax revenue statements, and by deferred taxes and by prepaid taxes, relating to profits or losses on which tax is levied or deducted in years other than the ones for which statutory accounts are prepared. Taxes relating to the year are booked as follows: Description 31.12.2014 31.12.2015 Changes Current taxes IRAP 26.667 15.149 (11.518) IRES Deferred and prepaid taxes Prepaid IRES 81.058 103.648 (22.590) Prepaid IRAP TOTAL 107.725 118.797 (34.108) For a description of deferred taxation please refer to the specific notes on current assets. Below is a reconciliation between tax expenses as per financial statements and theoretical tax expenses: Reconciliation between tax expenses as per financial statements and theoretical tax expenses (IRES): Description Value Taxes Profit before taxes 187.023 Theoretical tax rate (%) 27,50 51.431 Incremental changes 187
-Hotel and restaurant expenses 2.691 -Extraordinary losses 37.093 -Fines and penalties 92 -IMU property tax 31.205 Total incremental changes 71.081 Decremental changes IRAP deduction 863 Total decremental changes 863 ACE deduction - Fully used tax losses (257.241) Taxable income Current IRES taxes for the year Calculation of IRAP taxable income Description Value Taxes Difference between production value and cost 310.038 Theoretical tax rate (%) 3.90 12.091 Incremental changes -IMU property tax 39.006 -Extraordinary income taxed 2.209 -Extraordinary losses 37.093 -Fines and penalties 92 Total Incremental changes 78.400 Further deduction - Total taxable income 388.438 Current IRAP taxes for the year 15.149 188
Supplementary notes other information Other information required pursuant to articles 2427 and 2427 bis and 2428 no. 3 and 4 of the Italian Civil Code is as follows: Fees for the legal auditor or auditing firm The company is not subject to the obligation of having its accounts legally audited. Securities issued by the company The company has not issued any securities or similar products. Information on financial instruments issued by the company The company has not issued any financial instruments Financial highlights of the managing and coordinating company The company is not under the management and coordination of a third party. Treasury shares and parent company shares The company did not own parent company shares or quotes at any time during the year. Equity earmarked for a specific deal As of 31/12/2015 there are no equity amounts earmarked for a specific deal. Loans earmarked for a specific deal As of 31/12/2015 there are no loans specifically for a specific deal. Information relating to the fair value of financial instruments In compliance with the requirements of article 2427-bis of the Italian Civil Code, relating to the principle of truthful and proper representation of the company s commitments, we provide here below information on the "fair value", entity and nature of derivative financial instruments held. Pursuant to art. 2427 bis of the Italian Civil Code, it is noted that in relation to its photovoltaic plant financial lease agreements the company has availed itself of two financial instruments of a derivative nature to hedge interest rate risks with Cassa di Risparmio dell'umbria S.p.A. (formerly CARIT S.p.A.) Specifically, these are Interest rate swap instruments, the purpose of which is to transform the debt owed to the leasing company from variable interest rate to fixed interest rate. The situation of the agreements is as follows: Financing Institute: Date of agreement Casse di Risparmio dell'umbria 18/10/2011 Date of effectiveness: 20/10/2011 Date of expiry: 14/05/2029 Principal of reference: 2.593.940 Index parameter: Euroribor 3 M Fixed rate 2,665% MT value: -185.289 189
Financing institute: Date of agreement: CassediRisparmiodell'UmbriaS.p.A. 18/10/2011 Date of effectiveness: 20/10/2011 Date of expiry: 14/05/2029 Principal of reference : 2.684.640 Index parameter: Eurmibor 3 M Fixed rate: 2,665% MTM value: - 179.240 Transactions with related parties No transactions at market conditions were entered into during the year with related parties. 190
Supplementary notes final part In light of what has been presented above, the governing body proposes that the profit of Euro 68.226 be carried forward as retained earnings. These financial statements, consisting of a Balance sheet, Income statement and Supplementary notes truthfully and accurately depict the financial situation of the company and the economic result for the year, and reflect the accounting entries. We therefore invite the sole shareholder to approve these draft financial statements as of 31/12/2015 together with the proposed allocation of the annual profit, as prepared by the governing body. The sole director Hansen Lars Goran Dysterud 191
JER - 12 S.R.L. Financial Statements as of 31-12-2015 Company details Headquarters VIA GIUSEPPE GRAZIOLI 71 TRENTO TN Tax code 02651030211 REA (Economic and administrative index number) TN-221506 VAT number 02651030211 Share capital Euro 10.000 fully paid-up Legal form LIMITED LIABILITY COMPANY Main business sector (ATECO) 351100 Company in administration no Sole-shareholder company yes Company under third party management and coordination no Part of a group of companies no All amounts are in Euros 192
Balance Sheet 31-12-2015 31-12-2014 Assets B) Fixed assets I Intangible fixed assets Gross value 280.303 280.303 Amortisation 67.582 33.791 Total intangible fixed assets 212.721 246.512 II Tangible fixed assets Gross value 1.708.284 1.708.284 Depreciation 281.867 213.535 Total tangible fixed assets 1.426.417 1.494.749 III Financial fixes assets Credits Receivable after 12 months 647 - Total credits 647 - Other financial fixed assets 49.118 49.765 Total financial fixed assets 49.765 49.765 Total fixed assets (B) 1.688.903 1.791.026 C) Current assets II Accounts receivable Receivable within 12 months 135.959 91.897 Total accounts receivable 135.959 91.897 IV Cash and cash equivalents Total cash and cash equivalents 245.424 231.492 Total current assets (C) 381.383 323.389 D) Accruals and prepaid expenses Total accruals and prepaid expenses (D) - 42.288 Total assets 2.070.286 2.156.703 Liabilities and Shareholders Equity A) Shareholders Equity I Share capital 10.000 10.000 IV Legal reserve 4.263 4.263 VII Other reserves, detailed separately Extraordinary or optional reserves 12.285 12.285 Various other reserves 403.991 - Total other reserves 416.276 12.285 VIII Retained earnings (losses) 100.359 74.917 IX Profit (loss) for the year Profit (loss) for the year 3.674 25.443 Balance profit (loss) 3.674 25.443 Total shareholders equity 534.572 126.908 D) Accounts payable Payable within 12 months 31.850 2.022.963 Payable after 12 months 1.490.258 - Total accounts payable 1.522.108 2.022.963 E) Accruals and deferred income Total accruals and deferred income 13.606 6.832 Total liabilities and shareholders equity 2.070.286 2.156.703 193
Income Statement Income Statement A) Production value: 31-12-2015 31-12-2014 1) Revenue from sales and services 72.846 57.912 5) Other revenue and income Operating grants 224.979 235.496 Others 12.468 2 Total other revenue and income 237.447 235.498 Total production value 310.293 293.410 B) Production costs: 7) Cost of services 76.305 62.104 10) Amortisation and depreciation and write-downs a), b), c) Amortisation, depreciation and write-downs of fixed assets 102.122 79.852 a) Amortisation of intangible fixed assets 33.791 11.521 b) Depreciation of tangible fixed assets 68.331 68.331 Total amortisation, depreciation and write-downs 102.122 79.852 14) Other operating expenses 24.540 19.304 Total production costs 202.967 161.260 Difference between production value and production costs (A - B) 107.326 132.150 C) Financial income and expenses: 16) Other financial income d) Income other than the above Other 7 10 Total income other than the above 7 10 Total other financial income 7 10 17) Interest and other financial expenses Other 85.654 84.554 Total interest and other financial expenses 85.654 84.554 Total financial income and expenses (15 + 16-17 + - 17-bis) (85.647) (84.544) E) Extraordinary gains and losses: 20) Gains Other - 655 Total gains - 655 21) Losses Other 1.970 1.054 Total losses 1.970 1.054 Net extraordinary gains and losses (20-21) (1.970) (399) Net profit before taxes (A - B + - C + - D + - E) 19.709 47.207 22) Current, deferred and prepaid income taxes Current taxes 16.035 21.764 Total current, deferred and prepaid income taxes 16.035 21.764 23) Net profit (loss) 3.674 25.443 194
Supplementary notes to Financial Statements ending 31-12-2015 Supplementary notes initial part These financial statements, submitted for your approval, reflect the accounting entries and show a profit of Euro 3.674. Business As you know well your company carries out business in the production and sale of renewable energy, specifically solar energy. Preparation criteria These notes are an integrating part of the Financial Statements ending 31/12/2015. The Financial Statements have been prepared in short-form since the limits provided for by article 2435-bis of the Italian Civil Code were not exceeded over two consecutive years. No annual report has therefore been prepared. For the sake of completion it should further be noted that pursuant to article 2248 points 3) and 4) of the Italian Civil Code the company owns no treasury shares or shares/quotas in parent companies not even indirectly through trust companies and that no treasury shares or shares/quotas in parent companies have been purchased and/or sold by the company during the year, not even through trust companies or through intermediaries. Drafting of Financial Statements The information contained in this document is presented in the order in which the lines items are shown on the Balance sheet and Income statement. There have been no special cases requiring the exceptions provided for by paragraph 4 of article 2423 and by paragraph 2 of article 2423 - bis of the Italian Civil Code. The Financial Statements and these Notes are in Euros in accordance with the requirements of the Italian Civil Code. Drafting principles The principles adopted in drafting the financial statements comply with criteria provided by the Italian Civil Code under existing legislative requirements, integrated with and interpreted by the Accounting Principles of the National Board of Chartered Accountants, as reviewed and updated by the Italian Accounting Body (Organismo Italiano di Contabilità) (OIC) and by the interpretation documents issued by it; such measurement criteria are not different to the ones used in the preparation of these financial statements. The accounting principles listed below have been adjusted to reflect the changes and integrations introduced within the scope of the 2014 updating of the National Accounting Principles, definitively approved and published by the OIC on 5 August 2014 (except for OIC 24 which was approved on 28 January 2015). Specifically, compared to earlier versions, the following accounting principles have been revised: OIC 9 Write-downs for long-lasting value losses of tangible and intangible fixed assets OIC 10 Financial reporting OIC 12 Financial statements composition and tables/schedules OIC 13 Inventories OIC 14 Cash and cash equivalents OIC 15 Receivables OIC 16 Tangible fixed assets OIC 17 Consolidated financial statements and the equity method OIC 18 Accruals, prepaid expenses and deferred income OIC 19 Payables OIC 20 Debt securities OIC 21 Investments and treasury shares OIC 22 Memorandum accounts OIC 23 Work in progress OIC 24 Intangible fixed assets 195
OIC 25 Income taxes OIC 26 Foreign currency transactions, assets and liabilities, OIC 28 Net equity OIC 29 Changes to accounting principles, accounting estimates, error corrections, extraordinary events and business, events occurring after the reporting period. OIC 31 Provisions for liabilities and charges and end of service severance. All other principles have remained unchanged. Structure and content of the draft Financial Statements The balance sheet, income statement and the accounting information contained in these notes comply with the accounting entries from which they have been directly inferred. Valuation criteria The valuation of financial statement line items has been carried out according to general principles of prudence, accrual basis of accounting and the concept of a going concern. For the purpose of accounting posting, prevalence is given to the economic substance of transactions rather than to their legal form. Income is only recognised if realised within the end of the financial period, whilst risks and losses are taken into account even if only subsequently known. Individual line items do not include any heterogeneous elements; assets that are destined to be used over a long time are classified as fixed assets. Specifically, valuation criteria used in drafting the financial statements are addressed in the rest of these notes. Other information Information on company performance No significant facts occurred during the course of the year. Valuation of foreign currency accounts As of the end of the reporting period the company has no foreign currency denominated receivables or payables. Transactions with pre-established repurchase obligations In the year the company has not entered into any transactions having pre-established repurchase obligations. 196
Supplementary notes on Assets Assets on the Balance Sheet are valued in accordance with article 2426 of the Italian Civil Code and in compliance with national accounting principles. Specific valuation criteria are further addressed for different line items. Intangible fixed assets These are booked at purchase cost and adjusted by their corresponding amortisation accounts. If, regardless of accumulated amortisation, a long-lasting value loss exists, the fixed asset is written-down. The amortisation criteria is applied to intangible fixed assets systematically every year in relation to the residual possibility of economic use of each asset or expense. Introduction Analysis of changes in intangible fixed assets Description Details Histor cost Prev. Amort. Open. balanc Purchase Alienat. Amort. Final Balance Gross value Company expenses Concessions and licences 1.933-1.933 - - - 1.933 278.370-278.370 - - - 278.370 Total 280.303-280.303 - - - 280.303 Amortisation Company Exp. Amort. - account - 387- - - 387 774- Amort. account for concessions and licenses - - 33.404- - - 33.404 66.808- Total - - 33.791- - - 33.791 67.582- As of 31/12/2015 intangible fixed assets, net of accumulated amortisation, comprise of Euro 211.562 for concessions and licenses and Euro 1.159 for company establishment. Tangible fixed assets Tangible fixed assets are shown at purchase cost, including any accessory expenses, or at their production cost, and are adjusted by their corresponding depreciation accounts. Depreciation expense, recorded on the income statement, is calculated taking into account the economic-technical use, purpose and life of each asset, based on criteria of residual possibility of use which criteria are deemed to be well represented by the following depreciation rates, which are unchanged from the previous year. Tangible fixed assets Depreciation rate 197
Specific plants 4% If, regardless of accumulated depreciation, a long-lasting loss of value exists, the fixed asset is written-down accordingly. If, in subsequent years, the reasons underlying any write-downs should no longer exist, the original value adjusted only for depreciation - is restored. Introduction Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Tangible fixed assets 1.494.749 1.426.417 (68.332) Total 1.494.749 1.426.417 (68.332) Analysis of changes in tangible fixed assets Description Details Histor. cost Prev. Deprec. Open. Bal. Purchases Alienat. Deprec. Ending Balance Gross value Specific plants 1.708.284-1.708.284 - - - 1.708.284 Total 1.708.284-1.708.284 - - - 1.708.284 Depreciation Specific plants deprec. account - - 213.536- - - 68.331 281.867- Total - - 213.536- - - 68.331 281.867- Tangible fixed assets as of 31/12/2015, net of accumulated depreciation, amount to Euro 1.426.417 and comprise entirely of the photovoltaic plant. Financial fixed assets Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Financial fixed assets 49.765 49.765 - Total 49.765 49.765 - Financial fixed assets as of 31 December 2015 amount to Euro 49.745 and comprise of Banca Popolare Etica shares for Euro 49.118 and security deposits for Euro 647. Financial lease operations Information on financial lease operations As of the end of the year, the company has not entered into any such operations. 198
Current assets Current assets are valued according to the requirements of numbers 8 and 11 of article 2426 of the Italian Civil Code. The criteria that have been used are described separately for each line-item. Current assets: receivables Are booked at their expected realisable value, in compliance with article 2426, paragraph 1, no. 8 of the Italian Civil Code. Changes to receivables booked under current assets Introduction The following table summarises changes to receivables booked under current assets and, if significant, relative expiry dates. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Receivables under current assets 91.897 135.959 44.062 Total 91.897 135.959 44.062 Analysis of changes and expiry dates of receivables booked under current assets Value at Value at Details Description 31.12.2014 31.12.2015 Changes Receivables under fixed assets Tax receivables 87.979 63.839 (24.140) Receivable from customers 3.711 4.787 1.076 Other receivables 207 67.333 67.126 Total 91.897 135.959 44.062 Other receivables include receivables from third parties amounting to Euro 65.866 and supplier advances amounting to Euro 1.467. Tax receivables, amounting to Euro 63.839, include a VAT credit of Euro 14.567, reimbursement VAT claims of Euro 41.346, withholding tax credits of Euro 6.826, an IRAP tax credit of Euro 1.009 and sales VAT of Euro 91. Geographical breakdown of receivables booked under current assets. The following table provides a breakdown by geographical area: Description Italy Other EU Rest of Europe Rest of World Receivables included among current assets 199
Receivable within 12 months 135.959 Receivable after 12 months, but within 5 years Receivable after 5 years Total 135.959 Receivables under current assets relating to operations having a pre-established repurchase obligation The company has not booked any such receivables under current assets. Current assets: cash and cash equivalents Cash and cash equivalents are shown at their nominal value. Analysis of changes to cash and cash equivalents Description Details Value as of 31.12.2014 Value as of 31.12.2015 Changes Cash and cash equivalents Bank and post office deposits 231.492 245.424 13.932 Total 91.897 245.424 13.932 Information on other assets Accruals and prepaid expenses Introduction Accruals and prepaid expenses are booked according to accrual basis of accounting, whereby costs and/or revenues pertaining to two or more years are apportioned to different periods accordingly Analysis of changes in accruals and prepaid expenses Description Details Value as of 31.12.2014 Value as of 31.12.2015 Changes Accruals and prepaid exp. Prepaid expenses 42.288 - (42.288) Total 42.288 - (42.288) 200
Supplementary notes on Liabilities and Shareholders Equity Liabilities and Shareholders Equity line items are booked according to national accounting principles. Specific booking criteria are provided hereunder for the different line items. Net equity Amounts are shown at book value according to accounting principle OIC 28. Changes to net equity line items In relation to the year ended 31/12/2015, the following tables summarise changes to individual line items that make up net equity, and include details on other reserves (if applicable). Capital Legal reserve Extraord. reserve Various other reserves Retained earnings Profit (loss) in year Total Open balance 10.000 1.625 12.285-24.802 52.752 101.464 Allocation of profit/(loss): - Dividends - - - - - - - - Other - - - - - - - Other changes: - Loss coverage - - - - - - - - Capital operations - - - - - - - - Distribution to shareholders - - - - - - - - Other changes - - 1 - - - 1 Profit/(loss) 2013 - - - - - - - End balance 10.000 1.625 12.286-24.802 52.752 101.465 Open balance at 1/01/2014 10.000 1.625 12.286-24.802 52.752 101.465 Allocation of profit/(loss) - Dividends - - - - - - - - Other - 2.638 1- - 50.115 52.752- - Other changes: - Loss coverage - - - - - - - - Capital operations - - - - - - - - Distribution to shareholders - - - - - - - - Other changes - - - - - - - Profit/(loss) 2014 - - - - - 25.443 25.443 End balance at 31/12/2014 10.000 4.263 12.285-74.917 25.443 126.908 Opening balance at 1/01/2015 10.000 4.263 12.285-74.917 25.443 126.908 201
Allocation of profit/(loss) - Dividends - - - - - - - - Other - - - - 25.443 25.443- - Other changes: - Loss coverage - - - - - - - - Capital operations - - - - - - - - Distribution to shareholders - - - - - - - - Other changes - - - 403.991 1- - 403.990 Profit/(loss) 2015 - - - - - 3.674 3.674 End balance at 31/12/2015 10.000 4.263 12.285 403.991 100.359 3.674 534.572 Analysis of changes in net equity line items With a letter dated 26/10/2015 the outgoing 100% shareholder RE IPP Gmbh & Co.KG waived its right to the loan granted on 27 September 2012 for the construction of the Magnacavallo photovoltaic plant. Open balance Other changes - Increases Other changes - Decreases Other changes - Reclassified Profit(loss) End balance Share capital 10.000 - - - - 10.000 Legal 4.263 - - - - 4.263 Extraordinary reserve 12.285 - - - - 12.285 Various other reserves - 403.991 - - - 403.991 Total other reserves 12.285 403.991 - - - 416.276 Retained earnings 74.917 25.443 - (1) - 100.359 Profit (loss) In year 25.443-25.443-3.674 3.674 Total 126.908 429.434 25.443 (1) 3.674 534.572 Net equity availability and utilisation The following schedules analytically show net equity line items, specifying their origin, possible utilisation and distribution, as well as their actual utilisation in previous years. Origin, possible utilisation and distribution of net equity line items Description Amount Origin/Nature Possible utilization Available quota Capital 10.000 Capital B - Legal reserve 4.263 Profits B 2.263 Extraordinary reserve 12.285 Capital A;B;C 12.285 202
Loss coverage payments - Capital - Various other reserves 403.991 Capital A;B;C 403.991 Total other reserves 416.276 Capital A;B;C 416.276 Retained earnings 100.359 Profits A;B;C 100.359 Total 530.898 518.898 Non-distributable share (1.159) Distributable share - balance 517.739 Comment Key to the above table A: share capital increases B: to cover losses C: distribution to shareholders Accounts payable Accounts payable shown at their nominal values, adjusted to reflect any changes. Description Value as of 31.12.2014 Value as of 31.12.2015 Changes a/c payable 2.022.963 1.522.108 (505.855) Total 2.022.963 1.522.108 (505.855) Description Details Value at Value at 31.12.2014 31.12.2015 Changes Payables Payable to banks 1.553.488 1.490.258 (63.230) Payable to suppliers 43.721 13.894 (29.827) Payable to parent companies - 5.188 5.188 Tax payables 21.764 12.768 (8.996) Payable to shareholders for financing 403.990 - (403.990) Total 2.022.963 1.522.108 (505.855) Geographical breakdown of payables The following table provides a breakdown of accounts payable by geographical area 203
Description Italy Other EU Rest of Europe Rest of world Payables Payable within 12 months Payable after 12 months but within 5 years 31.850 1.490.258 Payable after 5 years Total 1.522.108 Payable to banks These amount to Euro 1.490.258 and mainly comprise of the 2013 mortgage with Banca Popolare Etica. Payable to parent companies The balance of Euro 5.188 comprises of commercial debts related to operations carried out at market value. Tax payables These amount to Euro 12.768, and comprise of withholding taxes amounting to Euro 882, IRES taxes amounting to Euro 4.151 and other tax payables amounting to Euro 7.735. Payable to shareholders for financing No such payables exist at the end of the year. Details of the decrease are explained in the comments on net equity. Information on other liabilities Accruals and deferred income Introduction These are adjusting entries reflecting accrual basis accounting. Analysis of changes in accruals and deferred income Description Details Value at 31.12.2014 Value at 31.12.2015 Changes Accruals and deferred income Deferred income 6.832 13.606 6.774 Total 6.832 13.606 6.774 204
Supplementary notes to the Income Statement Revenue, income, costs and expenses and shown on the financial statements in accordance with article 2425-bis of the Italian Civil Code. Production value Description Value as of 31.12.2014 Value as of 31.12.2015 Changes Revenue from sales and services 57.912 72.846 14.934 Other revenue and income 235.498 237.447 1.949 293.410 310.293 16.883 Revenue from sales and services amounts to Euro 72.846 and comprises of electricity produced and injected into the local grid during the year. Of the other revenue and income amounting to Euro 237.447, Euro 224.979 relates to operating grants, so-called energy account, earned from GSE for energy produced during the year to which the incentive price is applies. The balance amount of Euro 12.467 relates to extraordinary gains, which, however, have been booked under other revenue and income in light of the ordinary nature of the business. A revenue breakdown by category and geographic area is not provided since not significant. Financial income and expenses Financial income This is booked according to the principles of accrual basis accounting. Description Details Value at 31.12.2014 Value at 31.12.2015 Changes Other financial income Income other than the above 10 7 3 Total 10 7 3 The amount of Euro 7 comprises of interest earned on bank account sums. Financial expenses Again, these are booked according to the principles of accrual basis accounting. Description Details Value at 31.12.2014 Value at 31.12.2015 Changes Other financial expenses Other financial expenses 84.554 85.654 1.100 Total 84.554 85.654 1.100 The amount mainly consists of interest expenses on the mortgage. 205
Extraordinary gains and losses Extraordinary gains This includes income that does not relate to the company s ordinary operating business. A breakdown is provided as follows: Description Details Value at 31.12.2014 Value at 31.12.2015 Changes Other extraordinary gains Other extraordinary gains 655 - (655) Total 655 - (655) Extraordinary losses Includes expenses not related to the company s ordinary operating business. A breakdown is provided as follows: Description Details Value at 31.12.2014 Value at 31.12.2015 Changes Extraordinary losses Other extraordinary losses 1.054 1.970 916 Total 1.054 1.970 916 These mainly comprise of extraordinary expenses not properly booked to their correct year. Corporate income taxes: current, deferred and prepaid. Current, deferred and prepaid taxes The company has paid taxes in compliance with existing tax laws. Taxes for the reporting year are shown as current taxes, as per tax revenue statements, and by deferred taxes and by prepaid taxes, relating to profits or losses on which tax is levied or deducted in years other than the ones for which statutory accounts are prepared. The Income statement includes no payment for deferred and prepaid taxes. Description Value at 31.12.2014 Value at 31.12.2015 Changes Current taxes IRES 16.180 11.460 (4.720) IRAP 5.584 4.575 (1.009) 21.764 16.035 (5.729) Overleaf is a reconciliation between tax expenses as per financial statements and theoretical tax expenses: 206
Reconciliation between tax expenses as per financial statements and theoretical tax expenses (IRES): Value Taxes Profit before taxes 19.709 Theoretical tax rate (%) 27,50 5.420 Increases - Non-deductible interest 14.379 - IMU property tax 17.974 - Extraordinary losses 1.968 - Telephone expenses 254 Total incremental changes 34.575 Decreases Entertainment expenses - IMU 20% deductible 3.595 IRAP deductions 457 Extraordinary gains Total decremental changes 4.052 Taxable total 50.232 ACE/Start-up deduction 8.562 Taxable total 41.670 - Total current taxes on taxable income 11.460 IRAP taxable income Value Taxes Difference between production value and costs 107.326 Theoretical tax rate (%) 3,9 4.186 Increases - IMU property tax 17.974 Total incremental changes 17.974 Further deduction 8.000 Total taxable 117.300 IRAP current taxes 4.575 207
Supplementary notes other information Other information required pursuant to articles 2427 and 2427 bis and 2428 no. 3 and 4 of the Italian Civil Code is as follows: Fees for the legal auditor or auditing firm The company is not subject to the obligation of having its accounts legally audited. Securities issued by the company The company has not issued any securities or similar products. Information on financial instruments issued by the company The company has not issued any financial instruments Financial highlights of the managing and coordinating company The company is not under the management and coordination of a third party. Treasury shares and parent company shares The company did not own parent company shares or quotes at any time during the year. Equity earmarked for a specific deal As of 31/12/2015 there are no equity amounts earmarked for a specific deal. Loans earmarked for a specific deal As of 31/12/2015 there are no loans specifically for a specific deal. Information on the fair value of financial instruments The company has issued no financial instruments. Transactions with related parties Transactions were carried out with related parties in the year; these are significant transactions, but carried out at market conditions. 208
Supplementary notes final part In light of what has been presented above, the governing body proposes that the profit of Euro 3.674 be carried forward as retained earnings. These financial statements, consisting of a Balance sheet, Income statement and Supplementary notes truthfully and accurately depict the financial situation of the company and the economic result for the year, and reflect the accounting entries. We therefore invite the sole shareholder to approve these draft financial statements as of 31/12/2015 together with the proposed allocation of the annual profit, as prepared by the governing body. The sole director Lars Goran Dysterud Hansen 209
APPENDIX C: AUDITOR'S REVIEW STATEMENT 210
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