Magnora ASA

Investor Presentation • Nov 15, 2024

Magnora ASA

November 2024

A pure play, asset-light, profitable renewable developer with greenfield origination

Growing an asset-light development portfolio of renewable energy projects with strict capital discipline in high-growth global market

Highly experienced team from investments and renewable energy development – operating leverage

Landbank reached above 10 GW¹incl. Helios in Q3-24 – with increased emphasis on maturing assets

Zero debt, low burn, solid cash position and near-term cash flow from project sales, legacy business and dividends

Listed on the main board of Oslo Stock Exchange with ~7,500 shareholders

2

Multiple transactions, earnout from past deals and recurring future sales from multiple international platforms with repeat customers

May 2024 May 2023/May 2024

Organic sales from multiple projects, platforms and countries towards 2030 supported by milestone payments, earnouts and new sales from a large growing pipe.

Capital allocation and return

Net Cash from Investing and Operating Activities 2023 NOK 308m

Total returned capital since 2018 is above NOK 1 billion

Hermana Holding ASA – our legacy business started trading on the OSE main list in June 2024

A portfolio diversified across technologies and regions

	Solar PV	Offshore floating wind	Offshore bottom-fixed	Onshore wind	Storage
Sweden	✓		✓		✓
Scotland		✓			✓
England	✓				✓
Norway	✓
South Africa1	✓			✓	✓
Finland	✓				✓
Italy	✓				✓
Germany	✓				✓

Pipeline above 10GW when sold projects are included

Landbank and sold* portfolio - last 15 quarters MW net to Magnora

• Pipeline above 10GW when including our net share of the sold Helios portfolio and South Africa
• Fast and steady growth in the unsold onshore portfolio
• Increased emphasis on deliveries from the sold portfolio
• Origination effort about to start in Germany and Italy

A portfolio diversified across technologies and regions ex. Helios

All figures in MW net to Magnora1 as of 30 September 2024
	Solar PV	Offshore floating wind	Offshore bottom-fixed	Onshore wind	Storage	Total
Sweden			250			250
Scotland		396				396
England	141				160	301
Norway	600					600
South Africa1	2,890			720	699	4,309
Italy	✓					✓ TBA
Germany						✓ TBA
Development portfolio	3,631	396	250	720	859	5,856

(1) Figures includes 600 MW bought and received by customer – these are strictly speaking not in the portfolio but may trigger milestone payments. Figures excluding the Helios portfolio, which also provides earnouts.

Developing renewable projects to the Ready-to-Build phase

Criteria: Small initial investment (2-20 MNOK) and active target search in select markets

Criteria: Minimum 5x return potential

Developing projects to Ready-to-Build phase ("asset-light") with limited balance sheet risk

Magnora's space in the value chain

Opportunities search and evaluation

• Market and regulations analyses
• Due diligence
• Risk assessments
• Commercial and exit scenario

Project development

• Landowner agreement
• Grid connection
• Market contact & engagement
• Environmental assessment and concession
• Design and technical planning
• Co-operation with partners
• Possibly co-ownership

First project investment (normally 2-20 MNOK)

Magnora's space in the value chain

Exit before ready-to-build 5x

-2 -1 0 1 2 3 4 5 ···

Construction phase

• Engineering
• Procurement
• Physical construction
• Project management
• Power contracts or spot market

Operations phase

• Power production/storage
• Management
• Optimisation
• Maintenance
• Further development

Years (illustrative)

Hand-picked management supporting strong local teams with experience and entrepreneurial approach

• Co-founder of Lundin Petroleum Norway and DNO
• Held several executive positions during his 25 years at Saga Petroleum
• Chairman of Attica Exploration/Concedo, vice chair of Panoro Energy and board member for Aquila Holding, previously Chairman of Lundin Petroleum Norway
• Master's degree in Engineering (geology, geophysics and mining engineering) from NTH

• 25 years' experience from investment and renewables
• Worked with EY, DnB Markets, Energy Future Invest,* Tore Tønne and Torstein Tvenge
• COO in an int software company and CEO in Magnora from 2019
• Work experience from Norway, the US, UK, Sweden and Germany
• Has twice done profitable exits from Swedish solar technology company Solibro AB (Evolar AB) first to Qcells, then to First Solar and Helios Nordic Energy AB to Vinci Concessions
• B.Sc. in Finance from Arizona State University with Summa Cum Laude (Dean's list)

* A joint venture of Statkraft, Hafslund and Eidsiva Energi

Cash is returned to shareholders and to the business

«Strategy as simple rules» – our approach

Rule		Rationale	Magnora history
	Diversify!	• Shift money and people to areas of high return Risk mitigation •	• Geographical expansion Journey from wind to solar pv and BESS •
	Insist on early Sales	• Proof of concept/market • Business savvy people • Customer centric culture	• Helios, Evolar, South Africa, etc.
	Keep a "war chest"	• Negotiate from a position of strength	• Loan facilities, strong cash position
	When things look perfect, consider Exit	Business is cyclical. Period. • • Aim for high growth/high return	Evolar, Helios •
	Look for entrepreneurs with Integrity	• Sleep well!	• Huge investment in screening people, build network of advisors
	Stay in Early-stage renewables	Stay capital light – free money for reinvestment and return of capital • • Exploit huge mega-trend • Position Magnora for large funds	Divest Legacy • • Exit Evolar prior to full industrialization
	No expensive stuff on the balance sheet	• Do not compete with cheap-capital players	• Disciplined investments and farm-downs (e.g. green ammonia)

Solar PV has outgrown the most bullish forecasts

Solar PV shows no sign of slowing down

• Globally, covers only 10 000 km2
• Doubles every 2-3 year 10x in 10 years
• Sustained exponential growth
• LCOE rapidly declining
• Cheap power creates new markets
• Falling capex, rising developer margin
• Polysilicon prices at USD4/kg
  • USD475/kg at high in 2008
  • ca USD40/kg at high in 2022

→ Providing pricing power for developers and end-users.

Battery storage ("BESS") grows even faster than Solar PV

We search for markets posed for rapid growth

	Market size (latest)	2030 renewables ambition	Electricity price to consumer (EUR/kWh) H1 2024 including tax and levies	Fit for BESS (hard to balance market or grid)	What developers appreciate
Norway	154 TWh (production)	40TWh (incl. 5-10 hydro)	0.2		Available land, obsession with energy supply
South Africa	195 TWh	Government and Eskom aim for 20-30 GW	0.17		High demand, excellent renewables resources, urge to improve, old coal plants
Italy	257 TWh	Government aims for 30 more GW of PV	0.33		Exit Russian gas, sunny South, industrial North, derisked BESS market
Germany	514 TWh	80% renewables up from 55% today	0.4		High ambitions, predictable growth, fundamental transition
UK	293 TWh	Government aims for 30 GW solar and 50 GW offshore wind	0.3		High reward for patient, competent development, CfD

Greenfield growth – searching for experienced and commercially driven teams in promising markets

Target

• Excellent market characteristics
• Secure developer role
• Ability to secure prices (CfD, feedin tariffs or similar)
• A window of opportunity (regulation, market disturbance)

Market Entry

• Build teams
• Looking to add markets short to mid term
• Greenfield approach
• Look for experienced and brilliant local managers

Basic rules

• Retain full control (100%)
• Offer equity-like incentives
• Commit funds gradually similar to Evolar, Helios and South Africa

Our customers are leaders in their respective markets with low risk and high future potential for Magnora

Globeleq	Our first customer in South Africa - is owned by the Norwegian and UK governments and is an ambitious and respected developer
Commerz Real AG	A Helios customer and a leading European bank and infrastructure investor
Hafslund	Leading European utility Hafslund produces 21 TWh year in green energy: a Helios customer and a partner in Hafslund Magnora Sol AS
Nordic Solar	Leading European Solar Independent power producers (IPP) and Helios customer
Red Rocket	South Africa's most ambitious IPP – home grown and determined to succeed
First Solar Inc.	America's leading manufacturer of Solar PV, and the most valuable solar PV company anywhere, acquired Evolar AB from Magnora
Vinci	A Euronext 50 company and infrastructure champion heading into renewables

Outlook: New sales and milestones short to mid-term supported by long-term greenfield origination

2024 and onwards: Scaling and harvesting

Separating legacy from renewable

Magnora positioned for ESG, Hermana posed for M&A and more as "Magnora 2.0".

Organic growth

Strong organic growth and cashflow across geographies and products/technologies. New business development.

New sales, farm-downs and alliances

Farmdown and sales short to mid-term in South Afrika, UK, Norway, Sweden, Italy, Germany and for Magnora Offshore Wind.

Revenue recognition

More businesses shifting from origination to sales, or from sales to delivery. Watch out for South Africa.

Milestone payments

Multiple milestone payments from previous sales of (Helios, Hermana, South Africa – and Evolar AB).

Capital allocation

Dividends and buybacks as we receive more cash.

Guiding: sales and origination at expanded pace

226 ⁴²⁰ 500-625 2022 2023 2024 Net sales to Magnora (MW) Portfolio size (GW) Illustrative

• Helios volumes included for easy comparison
• Figures net to Magnora, that is ownership share x capacity of a given asset
• We strive to be conservative in portfolio estimates, counting assets with signed land agreements and a reasonable prospect for grid connection
• In 2025 a ~2 GW of portfolio is "marketable" including a 1.1 GW in South Africa given a suitable window of opportunity (typically an auction or grid availability)
• Sales are frequently closed early, combining up-front and milestone payments*
• Prices differ with high prices in the UK and other deregulated markets. A sustained fall in the prices of solar PV and batteries serve to improve or maintain the pricing power of developers with mature projects.
• As previously, outliers are excluded**

(*) Most sales occur pre "ready-to-build" with significant advance payments and subsequent payments subject to milestones. We recognize revenue when these milestones are met; (**) Solar PV and BESS in South Africa may trade below our guiding, but SA wind assets are in the high range. Due to costs and project size, developer margins are quite satisfactory in all asset classes. Certain assets in certain markets are also likely to trade above our guiding. 20

Our journey: profitable expansion to new countries, platforms and products supported by organic cashflow

Board and management exposure "Skin" in the game

Board and management exposure as of 30 September Ownership structure as of 9 October 2024

Person		Number of shares	Number of options
Erik Sneve	CEO	1,183,871	525,000
Torstein Sanness	Chairman	669,442	295,000
Haakon Alfstad	Advisor	136,177	175,000
Hilde Ådland	Board Member	39,011	10,000
Bård Olsen	CFO	75,000	125,000
John Hamilton	Board Member	33,837	40,000
Espen Erdal	VP Business Development	17,174	125,000
Trond Gärtner	SVP Business Development	7,000	100,000
Emilie Brackman	CEO Magnora Offshore Wind	2,600	75,000
Stein Bjørnstad	COO	15,000	50,000
Total		2,179,112	1,520,000
% of shares outstanding		3.31 %

Shareholder	Shares	% of total
HAFSLUND VEKST AS	4 474 272	6,80
KING KONG INVEST AS	2 670 995	4,06
GINNY INVEST AS	2 469 144	3,75
ALDEN AS	2 117 825	3,22
F1 FUNDS AS	1 811 870	2,75
F2 FUNDS AS	1 688 249	2,57
PHILIP HOLDING AS	1 648 377	2,51
CARE HOLDING AS	1 500 000	2,28
JPMORGAN CHASE BANK, N.A., LONDON	1 434 737	2,18
DNB BANK ASA	1 403 089	2,13
MP PENSJON PK	1 242 732	1,89
NORDNET LIVSFORSIKRING AS	1 179 231	1,79
ALTEA AS	1 154 944	1,76
FENDER EIENDOM AS	1 032 832	1,57
AARSKOG PHILIP GEORGE	1 000 000	1,52
CLEARSTREAM BANKING S.A.	990 116	1,51
BALLISTA AS	770 372	1,17
BAKLIEN ÅSMUND	756 100	1,15
MORGAN STANLEY & CO. INT. PLC.	751 639	1,14
BILL INVEST AS	671 152	1,02
Total number owned by top 20	30 767 676	46,77
Total number of shares	65 751 825	100,00

Appendices

Gross numbers per 30 September 2024 Broad portfolio of attractive companies and projects

Ownership	100% 100%		80%	48% Option 50%	50%	50%	40%
					STORAGE UK	PV UK
Segment	Onshore Wind & Solar		Offshore Wind	Offshore Wind Shallow Water	Energy Storage	Solar	Solar
Gross Capacity	4,309 MW		495 MW	500 MW	320 MWh	281 MW	1500 MW
Location	South Africa		Scotland	Sweden	UK	UK	Norway

Basic economics ensure that Ready-to-Build projects will remain in high demand with limited new supply

Financials

Condensed profit and loss Q3 2024, NOK million

• EBITDA of NOK 232.6m vs. NOK 30.8m in Q2 '24
  • Other income increased by NOK 198.4m mainly due to proceeds from the sale of the Helios and a South African SPV
  • Operating expenses in Q3 are higher than previous quarter after excluding non-cash expenses from option expense and annual accrual for bonuses (non-cash). All quarters are adjusted for discontinued operations.
  • The Development and M&A expense is slightly higher in Q3 2024 than in the previous quarter due to increased activities
• Operating profit of NOK 227.2m vs. NOK 68.7m in Q2 '24
  • Gain from associated companies was a loss of NOK 5.4m vs gain of NOK 37.9m in Q2 '24
• Tax not payable due to accumulated tax losses of over NOK 3 billion from legacy business
• Paid in capital of NOK 6.9 billion

	Q3 '24	Q2 '24	Q2 '23*
Operating revenue	0.1	2.8	0.6
Other income	257.3	58.9	229.6
Operating expense (ex. non-cash)	-10.8	-7.0	-6.7
EBITDA	232.6	30.8	204.0
Option expense (opex non-cash)	-1.3	-1.3	-1.3
Development and M&A expense	-13.9	-13.1	-18.2
Profit/loss from associated companies	-5.4	37.9	-4.9
Operating profit/loss	227.2	68.7	199.1
Net financial items	8.2	-3.1	3.7
Profit/loss before tax	235.4	65.6	202.8
Discontinued operation	0.0	2.5	0.2
Total result	235.4	374.2	203.1

*) The licensing business is presented as discontinued operations and quarter is restated.

Cash flow Q3 2024, NOK million

Cashflow from:

• Operating activities: NOK -26.3
  • Mainly operating activities in Magnora ASA, Magnora Offshore Wind AS, Magnora Offshore Wind N3 & Magnora South Africa
• Investment activities: NOK 333.3m
  • Investments in associated companies
  • Dividends from Helios
  • Proceeds from disposals of Helios and South African SPV
• Financing activities: NOK -283.4m
  • Dividend paid out
  • Repurchase of own shares
• Ending cash balance: NOK 334.9m
  • The Group's cash and available credit facilities was NOK 484.9 million as of 30 September 2024

Consolidation of portfolio companies

• Companies with a shareholder interest of more than 50% are accounted by the consolidation method
  • The full net profit/loss is recognized
• Companies with a shareholder interest of less or equal to 50% and more than 20% are accounted by the equity method
  • The Group recognizes its share of the financial results according to its ownership share
• Typically, sales convert to revenues from 0-24 months from signing based on maturity of projects and "ready-to-build" status depending on multiple factors
• Remaining companies IFRS

MAGNORA ASA

100%	Magnora South Africa1
100%	African Green Ventures2
80%	Magnora Offshore Wind
100%	Magnora Italy
100%	Magnora Germany

CONSOLIDATION METHOD

50%	Magnora in the UK
47.6%	Kustvind AB	EQUITY
40%	Hafslund Magnora Sol	METHOD
30%	Hermana Holding ASA

Reported financials Condensed consolidated income statement

NOK million	Note	Q3 2024	Q2 2024	YTD 2024	Q3 2023 (restated*)	YTD 2023 (restated*)	2023 (restated*)
Continued operations
Operating revenue	4	0.1	2.8	3.1	0.2	14.1	12.1
Other income	5	257.3	58.9	336.7	10.2	239.8	249.2
Operating expense	2	-10.8	-17.8	-40.5	-8.7	-22.6	-25.9
Development and M&A expense	2	-13.9	-13.1	-41.6	-18.8	-54.5	-74.7
EBITDA		232.6	30.8	257.7	-17.1	176.8	160.7
Profit/loss from associated companies		-5.4	379	41.75	-8.1	13.6	10.5
Operating profit/(loss)		227.2	68.7	299.48	-25.2	190.4	171.2
Financial income/(expense)		2.4	1.2	4.0	4.0	2.0	1.8
FX gain/(loss)		5.8	-4.3	-3.5	0.5	-0.9	0.5
Net financial items		8.2	-3.1	0.6	4.5	1.1	2.3
Profit/(loss) before tax		235.4	65.6	300.0	-20.7	191.5	173.6
Tax income/(expense)		O	-5.5	-5.5	0.0	0.0	0.1
Net profit/(loss) continued operations		235.4	60.1	294.6	-20.7	191.5	173.7
Discontinued operations
Gain on distribution of Hermana ASA to shareholders		0	311.6	311.6	O	0	0
Net profit/ (loss) discontinued operations		0	2.5	0	1.7	3.2	5.2
Total result		235.4	374.2	606.2	-19.0	194.7	178.9

Reported financials

Condensed statement of financial position

NOK million	Note	30.09.24	30.09.23	31.12.23
Deferred tax assets	3	2.7	15.1	15.1
Intangible assets		147.0	136.1	135.2
Right-of-use assets		0.5	0.0	1.1
Fixed assets		0.4	0.5	0.3
Goodwill		8.4	8.4	8.4
Loan to associates		31.6	15.9	19.5
Other non-current assets		13.8	2.0	3.3
Investment in associates	8	54.7	41.9	41.3
Total non-current assets		259.2	219.8	224.3
Trade and other receivables		3.9	10.9	7.3
Other current financial assets	7	28.8	24.8	25.4
Cash and cash equivalents		334.9	367.6	347.6
Total current assets		367.6	403.3	380.3
Total assets		626.8	623.2	604.6
Share capital	10	26.2	32.7	32.7
Treasury shares	11	-0.2	-0.5	-0.5
Other equity	11	437.9	525.0	506.2
Total shareholders' equity		464.0	557.2	538.3
Non-controlling interest		7.0	18.3	14.0
Total equity		471.0	575.5	552.3
Deferred tax liability		0.4	0.4	0.4
Non-current liabilities		O	0.0	0.9
Total non-current liabilities		0.4	0.4	1.3
Trade payables	12	3.7	0.0	6.3
Overdraft facility*		0.0	0.0	0.0
Current liabilities	12	151.7	47.2	44.7
Total current liabilities		155.4	47.2	51.0
Total liabilities		155.8	47.6	52.3
Total equity and liabilities		626.8	623.2	604.6

Reported financials

Condensed statement of cash flow

NOK million	Q3 2024		Q2 2024	Q3 2023	YTD 2023	2023
Cash flow from operating activities
Cash from operations	-26.3	-23.2	-70.5	-10.3	0.3	ന
Taxes paid/repaid	O	O	O	O	O	O
Net cash generated from operating activities	-26.3	-23.2	-70.5	-10.3	0.3	3

Investment in fixed assets	O	-0.1	-0.1	-0.1	-5.5	-5.5
Dividend received	26	O	26	O	24.1	241
Divestment of subsidiary, net of cash acquired	O	O	O	8.9	308	326
Investments in associated companies	-3.2	-10.1	-18.7	-2.5	-24	-39.7
Investments in associated companies	O	-23.4	-23.4	O	O	O
Net cash distributed as part of demerger	333.9	O	333.9	O	O	O
Proceeds from earnout on previous divestments	O	61.2	61.2	O	O	O
Net cash from investment activities	333.3	27.6	355 5	6.3	302.6	304.9

For further details see Q3 2024 (magnoraasa.com)

Business update - Scotwind

Talisk: a ScotWind project with excellent wind speeds on track for COD in 2031

Metocean and LIDAR campaign

Decision CfD award Consent award Consent application

Roughly 500MW UK floating offshore wind project located off the North coast of Scotland, targeting consent in 2027, CfD award in 2028, first production in 2030 and COD in 2031

Site investigation / Geotech

Confirmation of grid connection

2031-32 2028 2028 Q3 2027 Q3 2026

Award of option Signing and

Commercial Operations Date payment of OLA

Final Investment

Recent developments

• April '24 included in the grid plan with an early connection
• Agreement to Vary (with firm details on liabilities and timeline) in short term
• Metocean study to commence this summer
• Bird and mammal surveys concluded with no red flags
• Supplier engagement with key turbine OEM
• Ongoing discussions and studies with several leading providers of floaters

N3 is an optimal site to showcase the potential of floating offshore wind in the UK

The N3 site is projected to capture some of the best wind resource in Europe and benefits from less environmental constraints and a comparatively simple grid infrastructure

• Source: 1) Magnora Offshore Wind 2) 4C offshore 3) Adapted from TGS Scotwind - provided for illustrative purposes

Highlights

Talisk offers a unique opportunity to enter Europe's largest offshore wind market alongside a highly experienced team at the forefront of floating offshore wind development

Highly qualified team with a wealth of experience managing all stages of offshore wind development and the world's first FOW farm ¹ Experienced management team with world-leading expertise Talisk is well located for grid connection in 2030 to the new 1.8GW HVDC link from the Western Isles to Mainland Scotland ² De-risked and advanced grid connection status Highest wind speeds in ScotWind, at c.5% higher than ScotWind average, and with some of Europe's highest wind resource ⁵ Excellent site location with outstanding wind speeds & water depths The partners behind the project bring world-leading expertise within subsea, offshore, FOW technologies and project development ⁴ De-risked supply chain involving local partners and offshore expertise Favourably timed project to benefit from maturing FOW market and limited competition in the 2028 CfD auction round ³ Favourably timed for competitive bid in the 2028 CfD round

Disclaimer

The information in this presentation has been prepared by Magnora ASA (the "Company"). By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations and provisions:

This presentation has been prepared by the Company based on information available as of the date hereof. By relying on this presentation you accept the risk that the presentation does not cover all matters relevant of an assessment of an investment in the company.

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The presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof, and may contain certain forward-looking statements, which include all statements other than statements of historical fact. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. It should be understood that subsequent developments may affect the information contained in this document, which neither the Company nor its advisors are under an obligation to update, revise or affirm. Forward-looking statements involve making certain assumptions based on the Company's experience and perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. Although we believe that the expectations reflected in these forward-looking statements are reasonable, actual events or results may differ materially from those projected or implied in such forward-looking statements due to known or unknown risks, uncertainties and other factors. These risks and uncertainties include, among others, uncertainties in the electric consumer market, uncertainties inherent in projecting future rates of production, uncertainties as to the amount and timing of future capital expenditures, unpredictable changes in general economic conditions, volatility of prices, competitive risks, counterparty risks including partner funding, regulatory changes and other risks and uncertainties discussed in the Company's periodic reports. Forward-looking statements are often identified by the words "believe", "budget", "potential", "expect", "anticipate", "intend", "plan" and other similar terms and phrases. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation, and we undertake no obligation to update or revise any of this information.

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Karenslyst allé 6, 1st floor 0277 Oslo, Norway magnoraasa.com