Magnora ASA

Investor Presentation • Sep 11, 2024

Pareto Securities' 31st annual Energy Conference Magnora ASA Company presentation

CEO Erik Sneve, Oslo, 11 September 2024

A pure play, asset-light, profitable renewable developer with greenfield origination wind, solar PV and battery storage (BESS)

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, 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

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

Helios NOK 330m upfront (16X return on initial investment) before earn-out up to NOK 3BN* see stock exchange notice from May 29th + disclaimer Evolar NOK 310m + 60m earnout (USD 18.3m remaining) - 7x return on initial investment 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 main list of OSE in June 2024

Cash is returned to shareholders and to the business

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 USD 4 down from USD 475/kg at high in 2008 and ca 40 USD at high in 2022 providing pricing power for developers and end -users
• Growth outpaced even most optimistic prognosis by Greenpeace in 2000s

BESS grows even faster than Solar PV…

…. Magnora develops BESS in multiple markets - above 1GW

Selling Helios is likely to strengthen our cashflow the coming 5 years Using Vinci's strengths in Solar PV in Sweden

• Vinci Concessions acquired Helios for EUR 73 million and earnout*
• Vinci excels at building and operating infrastructures renewable is next
• Each benefits:
  • Vinci secures a supply of projects
  • Helios secures a strategic long-term "customer" and offtake
  • Magnora is paid with every successful delivery/FID without committing capital

About Vinci 2023 figures

• EUR 69.6 billion revenues
• EUR 8.07 billion EBIT
• EUR 5.1 billion net income
• EUR 118.5 billion total assets
• Listed on the Paris Stock Exchange
• On the EuroStoxx 50 index
• Market capitalization at EUR ~ 65 billion (May 2024)

South Africa highlights

• Expanding landbank and 4 sales to date
• 50 GW of coal to be replaced 300 TWh capacity
• World class solar and wind resources
• Stable regulatory environment
• 60 million customers and a power intensive export industry
• Sold 350 MW in 12 months to market leaders Red Rocket and Globeleq (solar PV and BESS)
• Largest BESS project in South Africa 153 MW
• Sales triple investments so far (milestones)
• Sales ahead of original plans
• 15 people in SA. 20 by year-end

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

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

Feasibility and conceptual	Design development/permitting Procurement and construction
Development phase		Construction phase
Landowner agreement
Grid connection
Environmental assessment/concession
Technical management
Project management

Magnora's recent greenfield initiatives and considering several new greenfield opportunities as well…

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

• Team hired in Italy
• Term sheet signed in Germany
• Looking to add markets short to mid term
• Greenfield approach
• 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

Board and management exposure "Skin" in the game

Board and management exposure as of 30 June Ownership structure as of 10 July 2024

Person		Number of shares	Number of options
Erik Sneve	CEO	1,173,871	450,000
Torstein Sanness	Chairman	629,442	325,000
Haakon Alfstad	CEO Magnora Offshore Wind	111,177	200,000
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	VP Wind & Solar	2,600	75,000
Hanne Wiger	Business Controller	4,474	50,000
Stein Bjørnstad	Head Advisor	15,000	50,000
Total		2,108,586	1,550,000
% of shares outstanding		3.16 %

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	3,76
ALDEN AS	2 217 825	3,37
F1 FUNDS AS	1 811 870	2,76
F2 FUNDS AS	1 688 249	2,57
PHILIP HOLDING AS	1 648 377	2,51
CARE HOLDING AS	1 500 000	2,28
DNB BANK ASA MEGLERKONTO INNLAND	1 496 906	2,28
JPMORGAN CHASE BANK, N.A., LONDON	1 434 737	2,18
MP PENSJON PK	1 242 732	1,89
NORDNET LIVSFORSIKRING AS	1 179 142	1,79
ALTEA AS	1 154 944	1,76
AARSKOG PHILIP GEORGE	1 000 000	1,52
CLEARSTREAM BANKING S.A.	920 751	1,40
MORGAN STANLEY & CO. INT. PLC.	810 632	1,23
BALLISTA AS	760 372	1,16
BAKLIEN ÅSMUND	756 100	1,15
BILL INVEST AS	671 152	1,02
SANNESS TORSTEIN	629 442	0,96
Total number owned by top 20	30 537 642	46,44
Total number of shares	65 751 825	100,00

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

2024 and outwards: Scaling and harvesting • Separating legacy from renewable Magnora positioned for ESG, Hermana posed for M&A and more as "Magnora 2.0"	2018-2020	New strategy established • Returned 517 MNOK to shareholders Four employees and 50 MNOK cash • • Focus on renewables with support from top shareholders
• Revenue recognition More businesses shifting from origination to sales, or from sales to delivery. Watch out for South Africa. • Organic growth Strong organic growth and cashflow across geographies and	2020-2021	Building business • Diversification to various segments • Investments in Helios, South Africa ScotWind application • • Kustvind, Evolar
products/technologies. New business development. • Milestone payments Multiple milestone payments from previous sales of (Helios, South Africa – and Evolar AB) New sales, farm-downs and alliances •	2022	Operational and financial excellence • First dividend from portfolio company • Hafslund becoming largest shareholder • New mutual funds top 20 shareholders
Farmdown and sales short to mid-term in South Afrika, UK, Norway, Sweden, Finland and for Magnora Offshore Wind • Capital allocation Dividends and buybacks as we receive more cash	2023	"Go-to-market" • Exit from Evolar at up to 10x multiple • Sold 420 MW net: 3 to Globeleq + Hafslund, Commerz etc. • Growth and return of capital • Legacy contract extension

Appendices

A portfolio diversified across technologies and regions

All figures in MW net to Magnora1 as of 30 June 2024	Solar PV	Offshore floating wind	Offshore bottom-fixed	Onshore wind	Storage	Total
Sweden	3,090		250		782	4,122
Finland2	332				361	692
Scotland		396				396
England	141				160	301
Norway	440					440
South Africa	1,950			845	699	3,495
Development portfolio	5,953	396	250	845	2,002	9,446

(1) Figures includes some volumes that have been transferred to customer – these are strictly speaking not in the portfolio but may trigger future milestone payments. (2) Indirect ownership through Helios Nordic Energy AB.

Our guiding will be updated in Q3, to reflect the sale of Helios

• 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 2024, deliveries and sales have even higher priority than origination in most markets
• ~2 GW of portfolio is "marketable" a lot towards EOY a full 1.1 GW can be put to market in SA, but the timing is contingent on finding an available window of opportunity (typically announcement of a REIPPP auction or grid availability)
• Sales are frequently closed early, combining up-front and milestone payments*
• Prices differ between markets with e.g. high prices in the UK and lower prices in South Africa due to historical auctions. Deregulation drive prices.
• In 2023, the mid price range provided an accurate picture of average asset value when Ready-to-Build*
• 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; (**) E.g. stand-alone solar PV in South Africa is unlikely to fetch premium prices. Prices for certain markets and projects may also be above this range; (***) A sustained fall in the prices of solar PV and batteries serve to improve or maintain the pricing power of developers with mature projects. 18

Gross numbers per 30 June 2024

Broad portfolio of attractive companies and projects

Ownership	40%	100%	100%	80%	47% Option 50%	50%	50%	48%
						STORAGE UK	PV UK
Segment	Solar & Energy Storage	Onshore Wind & Solar		Offshore Wind	Offshore Wind Shallow Water	Energy Storage	Solar	Solar
Gross Capacity	11,411 MW	3,495 MW		495 MW	500 MW	320 MWh	281 MW	917 MW
Location	Sweden, Finland	South Africa		Scotland	Sweden	UK	UK	Norway

Magnora has multiple revenue streams beyond our operating companies

Counterparty	Potential earnouts* from remaining milestones
Red Rocket, a homegrown South African IPP with aggressive growth ambitions – a customer in South Africa (transaction not completed as of July)	Not public as of 15 July 2024
Magnora's first customer in South Africa - owned by the Norwegian and UK governments and is an ambitious and respected developer	Approximately NOK 75 million
Listed royalty specialist with claims originating with Shell and NEO – the holder of Magnora's legacy assets	30 per cent of any dividend and the ability to offer Hermana shares as dividend to Magnora shareholders
America's leading manufacturer of Solar PV, and the most valuable solar PV company worldwide, acquired Evolar AB from Magnora	Best case: USD 18.3 million
A Eurostoxx 50 company and infrastructure champion heading into renewables – bought Helios Nordic Energy	Best case: up to NOK 3 billion

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

Financials

Condensed profit and loss Q2 2024, NOK million

• EBITDA of NOK 30.8m vs. negative NOK 11.3m in Q1 '24
  • Other income increased by NOK 44m mainly due to milestone payment from Evolar transaction last year
  • Operating expenses in Q2 are lower than previous quarter after excluding non-cash expenses from option expense and annual accrual for bonuses (non-cash). All quarters are adjusted for discontinued operation.
  • The Development and M&A expense is slightly lower in Q2 2024 than in the previous quarter
  • Profit from associated companies mainly driven by annual gain recognised in Helios
• Operating profit of NOK 68.7m vs. loss of NOK 2m in Q1 '24
  • Gain from associated companies was NOK 37.9m vs gain of NOK 9.3m in Q1
• Tax not payable due to accumulated tax losses of over NOK 3 billion from legacy business
• Paid in capital of NOK 6.9 billion

	Q2 '24	Q1 '24	Q2 '23*
Operating revenue	2.8	0.3	0.6
Other income	58.9	14.9	229.6
Operating expense (ex. non-cash)	-7.0	-10.8	-6.7
EBITDA	30.8	-11.3	204.0
Option expense (opex non-cash)	-1.3	-2.1	-1.3
Development and M&A expense	-13.1	-14.5	-18.2
Profit/loss from associated companies	37.9	9.3	-4.9
Operating profit/loss	68.7	-2.0	199.1
Net financial items	-3.1	-4.6	3.7
Profit/loss before tax	65.6	-6.6	202.8
Discontinued operation	2.5	1.7	0.2
Total result	374.2	-4.9	203.1

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

Cash flow Q2 2024, NOK million

Cashflow from:

• Operating activities: NOK -23.2
  • Mainly operating activities in Magnora ASA, Magnora Offshore Wind AS, Magnora Offshore Wind N3 & Magnora South Africa
• Investment activities: NOK 27.6m
  • Investments in associated companies (GMDC & Hafslund Magnora Sol)
  • Cash provided to Hermana
  • Proceeds from disposals of Evolar and AGV Projects
• Financing activities: NOK -1.1m
  • Repayment of overdraft facility
• Ending cash balance: NOK 311.3m
  • The Group's cash and available credit facilities was NOK 461.3 million as of 30 June 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
• Helios local GAAP
• Helios reporting year from 1st May to 30th of April
• Remaining companies IFRS

MAGNORA ASA

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

50% Magnora in the UK 47% Kustvind AB 48%³ Hafslund Magnora Sol 40% Helios

CONSOLIDATION METHOD

EQUITY METHOD

Reported financials Condensed consolidated income statement

NOK million Note		02 2024	Q1 2024	YTD 2024	Q2 2023 (restated*)	YTD 2023 (restated*)	2023 (restated*)
Continued operations
Operating revenue	5	2.8	0.3	3.1	0.6	11.6	12.1
Other income	4	58.9	14.9	73.8	229.6	229.6	249.2
Operating expense	2	-17.8	-12.0	-29.7	-8.0	-14.1	-25.9
Development and M&A expense	2	-13.1	-14.5	-27-6	-18.2	-35.7	-74.7
EBITDA		30.8	-11.3	19.5	204.0	191.4	160.7
Profit/loss from associated companies		37.9	9.3	47.2	-4.9	21.7	10.5
Operating profit/(loss)		68.7	-2.0	66.7	199.1	213.1	171.2
Financial income/(expense)		1.2	0.4	1.6	-1.4	-1.9	1.8
FX gain/(loss)		-4.3	-5.0	-9.3	5.1	-1.4	0.5
Net financial items		-3.1	-4.6	-7.7	3.7	-3.3	2.3
Profit/(loss) before tax		65.6	-6.6	59.0	202.8	209.8	173.6
Tax income/(expense)		-5.5	0.0	-5.5	0.0	0.1	0.1
Net profit/(loss) continued operations		60.1	-6.6	53.6	202.8	209.9	173.7
Discontinued operations
Gain on distribution of Hermana ASA to shareholders	4	311.6	0.0	311.6	0.0	0.0	0.0
Net profit/ (loss) discontinued operations*	12	2.5	1.7	4.2	0.2	3.9	5.2
Total result		374.2	-4.9	369.3	203.1	213.8	178.9

Reported financials

Condensed statement of financial position

NOK million Note	30.06.24	30.06.23	31.12.23
3 Deferred tax assets	2.7	15.1	15.1
Intangible assets	140.7	142.1	135.2
Goodwill	8.4	10.4	8.4
Right-of-use assets	0.7	0.0	1.1
Fixed assets	0.4	03	03
Loan to associates	28.1	13.9	19.5
Other non-current assets	12.6	2.0	3.4
Investment in associates	58.3	50.2	41.3
Total non-current assets	251.8	233.9	224.3
Trade and other receivables	16.6	9.8	7.3
Other current financial assets	25.4	25.8	25.4
Cash and cash equivalents	311.3	409.1	347.6
Assets held for sale 12	72.6	0.0	0.0
Total current assets	425.9	444.7	380.3
Total assets	677.7	678.6	604.6
Share capital	26.2	32.7	32.7
Treasury shares	0.0	-0.2	-0.5
Other reserves	12.3	11.6	8.6
Other equity	471.7	566.6	497.5
Total shareholders' equity	510.3	610.7	538.3
Non-controlling interest	9.3	21.6	14.0
Total equity	519.6	632.3	552.3
Deferred tax liability	0.4	0.4	0.4
Other non-current liabilities	0.0	0.0	0.9
Total non-current liabilities	0.4	0.4	1.3
Trade payables	10.5	0.0	6.3
Other current liabilities 10	147.2	45.8	44.7
Total current liabilities	157.7	45.8	51.0
Total liabilities	158.1	46.3	52.3
Total equity and liabilities	677.7	678.6	604.6

Reported financials Condensed statement of cash flow

NOK million	Q2 2024	Q1 2024	YTD 2024	Q2 2023	YTD 2023	2023
Cash flow from operating activities
Cash from operations	-23.2	-22.6	-45.9	-18.0	24.0	3.0
Taxes paid/repaid	0.0	0.0	0.0	0.0	0.0	0.0
Net cash generated from operating activities	-23.2	-22.6	-45.9	-18.0	24.0	3.0
Cash flow from investment activities
Investment in fixed assets	-0.1	0.0	-0.1	-1.7	-5.4	-5.5
Dividend received	0.0	0.0	0.0	24.1	24 1	24.1
Divestment of subsidiary net of cash acquired	0.0	0.0	00	299.1	38	326.0
Investments in associated companies	-10.1	-5.4	-15.5	-10.0	-21.5	-39 7
Net cash distributed as part of demerger	-23.4	0.0	-23.4	0.0	0.0	0.0
Proceeds from earnout on previous divestments	61.2	0.0	61.2	0.0	0.0	0.0
Net cash from investment activities	27.6	-5.4	222	311-4	296.2	304.9
Cash flow from financing activities
Purchase of own shares	0.0	0.0	0.0	-5.3	-5.3	-32.2
Capital distribution/increase	0.0	0.0	0.0	0.0	0.0	0.0
Leasing payments	-0.2	-0.2	-0.4	0.4	-1.4	-2.2
Project Loan	0.0	0.0	0.0	0.0	0.0	3.1
Overdraft facility drawn*	-0.9	0.9	0.0	0.0	-76.3	-16.3
Dividend paid out	0.0	- 23	-12.3	0.0	00	-24 6
Net cash from financing activities	-1.1	-11.7	-127	-5.7	-83.0	-132.2
Net cash flow from the period	3.3	-39.6	-36.3	287.7	237.3	175.7
Cash balance at beginning of period	308	347.6	34/.6	121.4	171.9	171.9
Cash balance at end of period	311.3	308.0	311.3	409.1	409.1	347.6

* The total available overdraft facility is NOK 150 million as of 30 June 2024.

For further details see Q2 2024 (magnoraasa.com)

Business update - Scotwind

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

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

Geotech

connection

2031-32 2028 2028 Q3 2027 Q3 2026

LIDAR campaign

Decision CfD award Consent award Consent application

payment of OLA

Final Investment

Commercial Operations Date

Recent developments

• April '24 included in the grid plan with an early connection
• Agreement to Vary (with firm details on liabilities and timeline) in August-September 2024
• 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

Project Turnstone 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.

No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company, any advisor or any such persons' officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this presentation. The information herein is subject to change, completion, supplements or amendments without notice.

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